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, 2013 through June 30, 2013

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, 2013 to June 30, 2013).

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 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13
Actual	$1,000.00	$1,060.60	$6.03
Hypothetical (5% return before expenses)	$1,000.00	$1,018.94	$5.91

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.18%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.

Life Sciences Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO


Top Ten Stock Holdings²
Oxford Nanopore Technologies Ltd. (United Kingdom)	6.1	%	Volcano Corp.	4.4%
Lonza Group AG (Switzerland)	5.1	%	Johnson & Johnson	4.0%
Green Cross Corp. (South Korea)	4.7	%	Becton, Dickinson and Co.	4.0%
The Cooper Companies, Inc.	4.5	%	Pall Corp.	3.8%
Sirona Dental Systems, Inc.	4.5	%	Greenway Medical Technologies, Inc.	3.5%
²As a percentage of total investments.

Life Sciences Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 94.6%

Health Care - 90.8%
Biotechnology - 12.6%
Green Cross Corp. (South Korea)¹		81,525	$	8,727,035
Incyte Corp. Ltd.*		236,000		5,192,000
Myriad Genetics, Inc.*		181,000		4,863,470
Seattle Genetics, Inc.*		137,000		4,310,020


				23,092,525

Health Care Equipment & Supplies - 36.5%
Becton, Dickinson and Co.		75,000		7,412,250
The Cooper Companies, Inc.		71,000		8,452,550
DexCom, Inc.*		155,000		3,479,750
GN Store Nord A/S (Denmark)¹		197,000		3,720,460
HeartWare International, Inc.*		55,900		5,316,649
Insulet Corp.*		200,000		6,282,000
Mindray Medical International Ltd. - ADR (China)		137,000		5,130,650
Quidel Corp.*		10,245		261,555
Sirona Dental Systems, Inc.*		128,100		8,439,228
Sonova Holding AG (Switzerland)¹		54,500		5,765,863
Thoratec Corp.*		148,000		4,633,880
Volcano Corp.*		447,000		8,104,110


				66,998,945

Health Care Providers & Services - 6.9%
Diagnosticos da America S.A. (Brazil)		995,500		5,152,945
Life Healthcare Group Holdings Ltd. (South Africa)¹		1,100,000		4,172,132
Qualicorp S.A. (Brazil)*		445,000		3,388,330


				12,713,407

Health Care Technology - 3.6%
Greenway Medical Technologies, Inc.*		525,450		6,484,053

Life Sciences Tools & Services - 14.3%
Lonza Group AG (Switzerland)¹		126,200		9,482,354
Oxford Nanopore Technologies Ltd. (United Kingdom)*^2,3,4		45,464		11,330,044
QIAGEN N.V. - ADR (Netherlands)*		273,000		5,435,430


				26,247,828

Pharmaceuticals - 16.9%
Glenmark Pharmaceuticals Ltd. (India)¹		567,000		5,212,952
Johnson & Johnson		87,000		7,469,820
Lupin Ltd. (India)¹		259,150		3,399,584
Novo Nordisk A/S - Class B (Denmark)¹		22,500		3,497,905
UCB S.A. (Belgium)¹		105,000		5,636,455	��

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

Life Sciences Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
ViroPharma, Inc.*		200,300	$	5,738,595


				30,955,311


Total Health Care				166,492,069

Industrials - 3.8%
Machinery - 3.8%
Pall Corp.		106,000		7,041,580

TOTAL COMMON STOCKS
(Identified Cost $147,908,401)				173,533,649


SHORT-TERM INVESTMENT - 6.8%
Dreyfus Cash Management, Inc. - Institutional Shares⁵, 0.05%,
(Identified Cost $12,369,576)		12,369,576		12,369,576


TOTAL INVESTMENTS - 101.4%
(Identified Cost $160,277,977)				185,903,225
LIABILITIES, LESS OTHER ASSETS - (1.4%)				(2,513,540	)


NET ASSETS - 100%			$	183,389,685

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.

²This 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.

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities amount to $11,330,044 or 6.2% of the Series’ net assets as of June 30, 2013 (see Note 2 to the financial statements).

⁴Security has been valued at fair value as determined in good faith by the Advisor.

⁵Rate shown is the current yield as of June 30, 2013.

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

Life Sciences Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments, at value (identified cost $160,277,977) (Note 2)	$	185,903,225
Cash		1,979,718
Receivable for securities sold		2,118,042
Receivable for fund shares sold		114,062
Foreign tax reclaims receivable		30,593
Dividends receivable		535
Prepaid expenses		1,081


TOTAL ASSETS		190,147,256


LIABILITIES:

Accrued foreign capital gains tax (Note 2)		312,530
Foreign capital gains tax payable (Note 2)		2,234
Accrued management fees (Note 3)		151,474
Accrued fund accounting and administration fees (Note 3)		7,291
Accrued transfer agent fees (Note 3)		3,120
Accrued Chief Compliance Officer service fees (Note 3)		339
Payable for securities purchased		5,678,520
Payable for fund shares repurchased		465,291
Other payables and accrued expenses		136,772


TOTAL LIABILITIES		6,757,571


TOTAL NET ASSETS	$	183,389,685


NET ASSETS CONSIST OF:

Capital stock	$	134,397
Additional paid-in-capital		132,402,344
Accumulated net investment loss		(549,199	)
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		26,089,583
Net unrealized appreciation on investments (net of foreign capital gains tax of $312,530), foreign currency and translation of other assets and liabilities		25,312,560


TOTAL NET ASSETS	$	183,389,685


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($183,389,685/13,439,685 shares)	$	13.65

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

Life Sciences Series

Statement of Operations

For the Six Months Ended June 30, 2013 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $40,151)	$	782,620


EXPENSES:

Management fees (Note 3)		1,129,596
Fund accounting and administration fees (Note 3)		26,426
Transfer agent fees (Note 3)		8,278
Directors’ fees (Note 3)		2,664
Chief Compliance Officer service fees (Note 3)		1,117
Custodian fees		103,557
Miscellaneous		60,181


Total Expenses		1,331,819


NET INVESTMENT LOSS		(549,199	)


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

Net realized gain (loss) on- Investments (net of India tax of $423,407)		24,118,936
Foreign currency and translation of other assets and liabilities		(143,671	)


		23,975,265

Net change in unrealized appreciation (depreciation) on- Investments (net of decrease in accrued foreign capital gains tax of $654,858)		(7,623,021	)
Foreign currency and translation of other assets and liabilities		3,479


		(7,619,542	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		16,355,723


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	15,806,524

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 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment loss	$	(549,199	)	$	(1,343,685	)
Net realized gain (loss) on investments and foreign currency		23,975,265			16,082,256
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(7,619,542	)		35,502,919


Net increase from operations		15,806,524			50,241,490


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net realized gain on investments		—			(15,587,617	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(65,009,522	)		1,388,522


Net increase (decrease) in net assets		(49,202,998	)		36,042,395

NET ASSETS:

Beginning of period		232,592,683			196,550,288


End of period (including accumulated net investment loss of $549,199 and $0, respectively)	$	183,389,685		$	232,592,683

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

Life Sciences Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE YEARS ENDED
	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			12/31/12			12/31/11			12/31/10			12/31/09			12/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.87		$	10.95		$	12.18		$	10.61		$	6.99		$	11.54

Income (loss) from investment operations:
Net investment loss		(0.03	)¹		(0.08	)¹		(0.07	)¹		(0.04	)¹		(0.05	)¹		(0.06	)
Net realized and unrealized gain (loss) on investments		0.81			2.91			(0.84	)		1.61			3.67			(4.38	)


Total from investment operations		0.78			2.83			(0.91	)		1.57			3.62			(4.44	)


Less distributions to shareholders:
From net realized gain on investments		—			(0.91	)		(0.32	)		—			—			(0.11	)


Net asset value - End of period	$	13.65		$	12.87		$	10.95		$	12.18		$	10.61		$	6.99


Net assets - End of period (000’s omitted)	$	183,390		$	232,593		$	196,550		$	247,564		$	272,944		$	182,704


Total return²		6.06	%		25.89	%		(7.33	%)		14.80	%		51.79	%		(38.77	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.18	%³		1.16	%		1.11	%		1.09	%		1.11	%		1.12	%
Net investment loss		(0.49	%)³		(0.60	%)		(0.60	%)		(0.41	%)		(0.55	%)		(0.65	%)
Portfolio turnover		50	%		75	%		84	%		67	%		95	%		94	%

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

		N/A			N/A			N/A			0.00	%⁴		0.01	%		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, 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 billion shares of common stock each having a par value of $0.01. As of June 30, 2013, 10.3 billion shares have been designated in total among 42 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 Stock Market 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 Stock Market 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”). The Fair Value Committee (the “Committee”) is responsible for carrying out the valuation procedures approved by the Board. The Committee consists of senior members from various groups within the Advisor’s organization, including operations, accounting, trading, and research/investments. The Committee meets at least annually to review and approve valuation matters, which may include data regarding pricing information received from approved pricing vendors and brokers and the results of Board-approved valuation control policies and procedures (the “Policies”). The Policies address, among other things, instances when market quotations are readily available, including recommendations of third party pricing vendors and a determination of appropriate pricing methodologies; events that require specific valuation determinations and assessment of fair value techniques; and securities with a potential for stale pricing. The Committee meets more frequently, as needed, to discuss additional valuation matters, which may include the need to review back-testing results, review time-sensitive information or approve related valuation actions. The Committee reports to the Board, with members of the Committee available at each of the Board’s regularly scheduled meetings to discuss valuation matters and actions during the period, similar to those described earlier. For investments categorized as Level 3, the Committee monitors information similar to that described above, which may include: (i) data specific to the issuer or comparable issuers, (ii) general market or specific sector news and (iii) quoted prices and specific or similar security transactions. The Committee considers this data and any changes from prior periods in order to assess the reasonableness of observable and unobservable inputs, any assumptions used to value those securities and changes in fair value. This data is also used to corroborate, when available, information received from approved pricing vendors and brokers. Various factors impact the frequency of monitoring this

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

information. However, the Committee may determine that changes to inputs and assumptions are not required as a result of the monitoring procedures performed. 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 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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Health Care	$	166,492,069	$	105,547,285	$	49,614,740	$	11,330,044	*
Industrials		7,041,580		7,041,580		—		—
Mutual fund		12,369,576		12,369,576		—		—

Total assets	$	185,903,225	$	124,958,441	$	49,614,740	$	11,330,044

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, 2012 (market value)	$	12,101,037
Net realized gain (loss)		—
Change in unrealized appreciation (depreciation)		(770,993	)
Purchases
Sales		—
Transfers in		—
Transfers out		—

Balance as of June 30, 2013 (market value)	$	11,330,044

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

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

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, 2013.

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, 2013.


QUANTITATIVE INFORMATION ABOUT LEVEL 3 FAIR VALUE MEASUREMENTS
	FAIR VALUE AT 6/30/13	VALUATION TECHNIQUE(S)	UNOBSERVABLE INPUT	RANGE (WEIGHTED AVERAGE)
Equity securities	$11,330,044	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.

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

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.

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, 2013, 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, 2009 through December 31, 2012. 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

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Other (continued)

the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

3.	Transactions with Affiliates

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

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

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

The Advisor did not waive any fees for the six months ended June 30, 2013. 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 and Strategic Income Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series and Strategic Income 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. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees, by 10%, excluding out-of-pocket expenses.

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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $105,784,558 and $181,734,882 respectively. There were no purchases or sales of U.S. Government securities.

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions

Transactions in shares of Life Sciences Series were:


	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		555,294		$	7,536,175			910,690		$	11,481,196
Reinvested		—			—			1,200,003			15,448,274
Repurchased		(5,181,147	)		(72,545,697	)		(1,988,833	)		(25,540,948	)

Total		(4,625,853	)	$	(65,009,522	)		121,860		$	1,388,522

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 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, 2013.

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, 2012, was as follows:


Ordinary income	$	5,917,652
Long-term capital gains		9,669,965

Life Sciences Series

Notes to Financial Statements (continued)

(unaudited)

9.	Federal Income Tax Information (continued)

At June 30, 2013, 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	$	160,665,852
Unrealized appreciation		29,198,826
Unrealized depreciation		(3,961,453	)

Net unrealized appreciation	$	25,237,373

{This page intentionally left blank}

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-6/13-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, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13
Actual	$1,000.00	$1,167.30	$5.91
Hypothetical (5% return before expenses)	$1,000.00	$1,019.34	$5.51

*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 181/365 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, 2013

(unaudited)

LOGO


Market Capitalization
Average	$	1,803.79 Million
Median		1,560.65 Million
Weighted Average		1,851.03 Million


Top Ten Stock Holdings²
Ocado Group plc (United Kingdom)	3.5	%
US Airways Group, Inc.	3.4	%
Cloud Peak Energy, Inc.	2.5	%
JSE Ltd. (South Africa)	2.4	%
Spirit Airlines, Inc.	2.4	%
Starz - Class A	2.2	%
Calfrac Well Services Ltd. (Canada)	2.2	%
Valassis Communications, Inc.	2.2	%
Dynegy, Inc.	2.1	%
DexCom, Inc.	2.1	%
²As a percentage of total investments.

Small Cap Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 95.3%

Consumer Discretionary - 27.8%
Automobiles - 0.9%
Tesla Motors, Inc.*		19,410	$	2,085,216

Distributors - 1.0%
Inchcape plc (United Kingdom)¹		300,081		2,284,688

Hotels, Restaurants & Leisure - 3.4%
BJ’s Restaurants, Inc.*		125,120		4,641,952
Orient-Express Hotels Ltd. - ADR - Class A*		238,080		2,895,053


				7,537,005

Internet & Catalog Retail - 6.4%
HomeAway, Inc.*		116,140		3,755,968
Ocado Group plc (United Kingdom)*¹		1,721,640		7,811,116
Shutterfly, Inc.*		49,640		2,769,416


				14,336,500

Media - 7.4%
Imax Corp. (Canada)*		170,490		4,238,381
Starz - Class A*		228,210		5,043,441
Valassis Communications, Inc.		198,110		4,871,525
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)¹		531,740		2,567,823


				16,721,170

Specialty Retail - 8.7%
Aeropostale, Inc.*		216,810		2,991,978
American Eagle Outfitters, Inc.		111,430		2,034,712
Chico’s FAS, Inc.		102,870		1,754,962
Dick’s Sporting Goods, Inc.		40,780		2,041,447
Group 1 Automotive, Inc.		31,370		2,018,032
Penske Automotive Group, Inc.		63,570		1,941,428
Rent-A-Center, Inc.		88,980		3,341,199
Select Comfort Corp.*		45,602		1,142,786
Sonic Automotive, Inc. - Class A		105,400		2,228,156


				19,494,700


Total Consumer Discretionary				62,459,279


Consumer Staples - 3.0%
Beverages - 1.8%
C&C Group plc (Ireland)*¹		762,710		4,137,219

Food & Staples Retailing - 0.5%
Distribuidora Internacional de Alimentacion S.A. (Spain)¹		160,700		1,213,965

Food Products - 0.7%
Tootsie Roll Industries, Inc.		46,948		1,492,007


Total Consumer Staples				6,843,191

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

Small Cap Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy - 9.3%
Energy Equipment & Services - 5.6%
Calfrac Well Services Ltd. (Canada)		171,080	$	4,930,526
CARBO Ceramics, Inc.		11,020		743,079
Global Geophysical Services, Inc.*		153,680		725,370
ION Geophysical Corp.*		303,010		1,824,120
Key Energy Services, Inc.*		133,470		794,147
Petroleum Geo-Services ASA (Norway)¹		72,340		883,272
Trican Well Service Ltd. (Canada)		191,910		2,551,014


				12,451,528

Oil, Gas & Consumable Fuels - 3.7%
Cloud Peak Energy, Inc.*		347,710		5,730,261
Paladin Energy Ltd.*¹		1,220,000		971,788
Paladin Energy Ltd. (Australia)*²		2,052,100		1,678,051


				8,380,100


Total Energy				20,831,628


Financials - 15.0%
Commercial Banks - 1.0%
Cathay General Bancorp.		107,590		2,189,457

Consumer Finance - 1.9%
DFC Global Corp.*		310,730		4,291,181

Diversified Financial Services - 4.0%
JSE Ltd. (South Africa)¹		764,540		5,491,357
MarketAxess Holdings, Inc.		77,750		3,634,813


				9,126,170

Insurance - 1.6%
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		361,270		3,550,609

Real Estate Investment Trusts (REITS) - 5.9%
AmREIT, Inc. - Class B		64,000		1,237,760
Associated Estates Realty Corp.		46,300		744,504
Cedar Realty Trust, Inc.		207,440		1,074,539
Coresite Realty Corp.		37,210		1,183,650
Corporate Office Properties Trust		42,440		1,082,220
DuPont Fabros Technology, Inc.		34,700		838,005
Education Realty Trust, Inc.		140,020		1,432,405
Healthcare Realty Trust, Inc.		44,680		1,139,340
Mack-Cali Realty Corp.		37,130		909,314
Mid-America Apartment Communities, Inc.		11,280		764,446
Pebblebrook Hotel Trust		111,580		2,884,343


				13,290,526

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

Small Cap Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Management & Development - 0.6%
General Shopping Brasil S.A. (Brazil)*		328,590	$	1,267,914


Total Financials				33,715,857


Health Care - 14.8%
Biotechnology - 5.2%
Green Cross Corp. (South Korea)¹		28,571		3,058,396
Myriad Genetics, Inc.*		156,260		4,198,706
Seattle Genetics, Inc.*		142,820		4,493,117


				11,750,219

Health Care Equipment & Supplies - 7.6%
DexCom, Inc.*		210,140		4,717,643
HeartWare International, Inc.*		47,730		4,539,600
Insulet Corp.*		146,910		4,614,443
Thoratec Corp.*		99,990		3,130,687


				17,002,373

Health Care Technology - 1.4%
Greenway Medical Technologies, Inc.*		253,390		3,126,833

Pharmaceuticals - 0.6%
ViroPharma, Inc.*		44,900		1,286,385


Total Health Care				33,165,810


Industrials - 11.8%
Airlines - 5.8%
Spirit Airlines, Inc.*		168,520		5,353,880
US Airways Group, Inc.*		468,090		7,686,038


				13,039,918

Commercial Services & Supplies - 0.5%
Interface, Inc.		61,360		1,041,279

Machinery - 3.8%
Titan International, Inc.		107,480		1,813,188
Wabash National Corp.*		226,840		2,309,231
Westport Innovations, Inc. - ADR (Canada)*		133,870		4,488,661


				8,611,080

Marine - 1.7%
Baltic Trading Ltd.		411,730		1,527,518
D/S Norden A/S (Denmark)¹		44,790		1,519,214
Sinotrans Shipping Ltd. (China)¹		3,579,000		854,668


				3,901,400


Total Industrials				26,593,677

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

Small Cap Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology - 9.8%
Communications Equipment - 2.0%
Infinera Corp.*		307,570	$	3,281,772
Polycom, Inc.*		117,490		1,238,345


				4,520,117

Computers & Peripherals - 0.3%
Fusion-io, Inc.*		52,110		742,046

Electronic Equipment, Instruments & Components - 1.0%
Rofin-Sinar Technologies, Inc.*		86,410		2,155,065

Internet Software & Services - 3.2%
Liquidity Services, Inc.*		36,680		1,271,696
LogMeIn, Inc.*		175,070		4,282,212
SciQuest, Inc.*		69,520		1,741,476


				7,295,384

IT Services - 2.5%
InterXion Holding N.V. - ADR (Netherlands)*		31,570		824,924
Wirecard AG (Germany)¹		172,090		4,682,536


				5,507,460

Software - 0.8%
RealPage, Inc.*		101,660		1,864,444


Total Information Technology				22,084,516


Materials - 1.7%
Chemicals - 1.0%
Tronox Ltd. - Class A		108,400		2,184,260

Metals & Mining - 0.7%
Noranda Aluminum Holding Corp.		481,260		1,554,470


Total Materials				3,738,730


Utilities - 2.1%
Independent Power Producers & Energy Traders - 2.1%
Dynegy, Inc.*		212,890		4,800,669

TOTAL COMMON STOCKS
(Identified Cost $186,185,516)				214,233,357


SHORT-TERM INVESTMENT - 5.3%

Dreyfus Cash Management, Inc. - Institutional Shares³, 0.05% (Identified Cost $11,860,977)		11,860,977		11,860,977

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

Small Cap Series

Investment Portfolio - June 30, 2013

(unaudited)


	VALUE (NOTE 2)

TOTAL INVESTMENTS - 100.6%
(Identified Cost $198,046,493)	$	226,094,334
LIABILITIES, LESS OTHER ASSETS - (0.6%)		(1,389,005	)


NET ASSETS - 100%	$	224,705,329

ADR - American Depository Receipt

*Non-income producing security.

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

² Traded on Canadian Stock Exchange.

³ Rate shown is the current yield as of June 30, 2013.

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

Small Cap Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments (identified cost $198,046,493) (Note 2)	$	226,094,334
Cash		1,394
Receivable for securities sold		2,071,169
Dividends receivable		251,411
Receivable for fund shares sold		108,424
Foreign tax reclaims receivable		47,555
Prepaid expenses		955


TOTAL ASSETS		228,575,242


LIABILITIES:

Accrued management fees (Note 3)		186,749
Accrued fund accounting and administration fees (Note 3)		8,049
Accrued transfer agent fees (Note 3)		3,201
Accrued Chief Compliance Officer service fees (Note 3)		340
Payable for securities purchased		3,075,397
Payable for fund shares repurchased		547,572
Other payables and accrued expenses		48,605


TOTAL LIABILITIES		3,869,913


TOTAL NET ASSETS	$	224,705,329


NET ASSETS CONSIST OF:

Capital stock	$	194,108
Additional paid-in-capital		200,837,871
Accumulated net investment loss		(6,417	)
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(4,367,389	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		28,047,156


TOTAL NET ASSETS	$	224,705,329


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($224,705,329/19,410,787 shares)	$	11.58

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

Small Cap Series

Statement of Operations

For the Six Months Ended June 30, 2013 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $61,380)	$	1,073,763


EXPENSES:

Management fees (Note 3)		1,084,512
Fund accounting and administration fees (Note 3)		25,956
Transfer agent fees (Note 3)		8,657
Directors’ fees (Note 3)		2,311
Chief Compliance Officer service fees (Note 3)		1,117
Custodian fees		15,218
Miscellaneous		52,395


Total Expenses		1,190,166


NET INVESTMENT LOSS		(116,403	)


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

Net realized gain (loss) on- Investments		16,567,600
Foreign currency and translation of other assets and liabilities		(12,408	)


		16,555,192

Net change in unrealized appreciation (depreciation) on- Investments		16,704,631
Foreign currency and translation of other assets and liabilities		(231	)


		16,704,400


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		33,259,592


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	33,143,189

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 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE IN NET ASSETS:

OPERATIONS:

Net investment income (loss)	$	(116,403	)	$	154,493
Net realized gain (loss) on investments and foreign currency		16,555,192			17,697,218
Net change in unrealized appreciation (depreciation) on investments and foreign currency		16,704,400			15,044,668


Net increase from operations		33,143,189			32,896,379


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(11,723,973	)		(8,935,366	)


Net increase in net assets		21,419,216			23,961,013

NET ASSETS:

Beginning of period		203,286,113			179,325,100


End of period (including accumulated net investment loss of $6,417 and undistributed net investment income of $109,986, respectively)	$	224,705,329		$	203,286,113

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

Small Cap Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE YEARS ENDED
	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			12/31/12			12/31/11			12/31/10			12/31/09			12/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.92		$	8.36		$	9.29		$	7.39		$	4.98		$	10.21

Income (loss) from investment operations:
Net investment income (loss)		(0.01	)¹		0.01	¹		(0.02	)¹		(0.01	)¹		(0.02	)¹		(0.02	)
Net realized and unrealized gain (loss) on investments		1.67			1.55			(0.91	)		1.91			2.43			(5.12	)


Total from investment operations		1.66			1.56			(0.93	)		1.90			2.41			(5.14	)


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


Net asset value - End of period	$	11.58		$	9.92		$	8.36		$	9.29		$	7.39		$	4.98


Net assets - End of period (000’s omitted)	$	224,705		$	203,286		$	179,325		$	208,397		$	171,910		$	120,162


Total return²		16.73	%		18.66	%		(10.01	%)		25.71	%		48.39	%		(50.68	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.10	%³		1.10	%		1.11	%		1.12	%		1.15	%		1.15	%
Net investment income (loss)		(0.11	%)³		0.08	%		(0.27	%)		(0.13	%)		(0.34	%)		(0.39	%)
Portfolio turnover		25	%		65	%		75	%		75	%		76	%		68	%

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

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

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.

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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	62,459,279	$	49,795,652	$	12,663,627	$	—
Consumer Staples		6,843,191		1,492,007		5,351,184		—
Energy		20,831,628		18,976,568		1,855,060		—
Financials		33,715,857		28,224,500		5,491,357		—
Health Care		33,165,810		30,107,414		3,058,396		—
Industrials		26,593,677		24,219,795		2,373,882		—
Information Technology		22,084,516		17,401,980		4,682,536		—
Materials		3,738,730		3,738,730		—		—
Utilities		4,800,669		4,800,669		—		—
Mutual fund		11,860,977		11,860,977		—		—

Total assets	$	226,094,334	$	190,618,292	$	35,476,042	$	—

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, 2012 or June 30, 2013.

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.

Small Cap Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Foreign Currency Translation

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

Small Cap Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Other (continued)

3.	Transactions with Affiliates

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $52,696,880 and $70,407,341 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 6/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		672,486		$	7,367,462			1,257,616		$	11,832,582
Repurchased		(1,749,687	)		(19,091,435	)		(2,207,178	)		(20,767,948	)

Total		(1,077,201	)	$	(11,723,973	)		(949,562	)	$	(8,935,366	)

Small Cap Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions (continued)

Approximately 95% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. At June 30, 2013, the retirement plan of the Advisor and its affiliates owned 59,927 shares (0.31% of shares outstanding) valued at $693,960.

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized by the Series after December 31, 2010, may get carried forward indefinitely, and 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, 2012, the Series had the following pre-enactment net capital loss carryforwards, expiring during the year indicated, which are available to offset future realized gains to the extent allowed by the tax law:


LOSS CARRYOVER	EXPIRATION DATE
$19,830,385		December 31, 2017

Small Cap Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)

At June 30, 2013, 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	$	198,046,493
Unrealized appreciation		42,245,850
Unrealized depreciation		(14,198,009	)

Net unrealized appreciation	$	28,047,841

{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 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


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

Prospectus and Statement of Additional Information (SAI)

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


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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNSCS-6/13-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, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13
Actual	$1,000.00	$1,121.10	$5.89
Hypothetical (5% return before expenses)	$1,000.00	$1,019.24	$5.61

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.12%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year.

Technology Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO


Top Ten Stock Holdings²
Electronic Arts, Inc.	4.7	%	Shutterfly, Inc.	3.6%
EMC Corp.	4.6	%	LinkedIn Corp. - Class A	3.5%
Google, Inc. - Class A	4.0	%	Amdocs Ltd. - ADR	3.5%
Qualcomm, Inc.	3.9	%	DIRECTV	3.3%
RealPage, Inc.	3.6	%	Monsanto Co.	3.2%

²As a percentage of total investments.

Technology Series

Investment Portfolio - June 30, 2013

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 99.1%

Consumer Discretionary - 15.5%
Automobiles - 2.5%
Tesla Motors, Inc.*		39,000	$	4,189,770

Internet & Catalog Retail - 9.7%
Amazon.com, Inc.*		19,000		5,276,110
HomeAway, Inc.*		157,000		5,077,380
Shutterfly, Inc.*		109,000		6,081,110


				16,434,600

Media - 3.3%
DIRECTV*		92,000		5,669,040


Total Consumer Discretionary				26,293,410


Health Care - 2.9%
Health Care Technology - 2.9%
Cerner Corp.*		51,000		4,900,590

Industrials - 2.0%
Electrical Equipment - 2.0%
Polypore International, Inc.*		85,120		3,430,336

Information Technology - 75.5%
Communications Equipment - 18.7%
F5 Networks, Inc.*		65,000		4,472,000
Infinera Corp.*		518,000		5,527,060
Juniper Networks, Inc.*		281,000		5,426,110
Polycom, Inc.*		457,000		4,816,780
Qualcomm, Inc.		108,000		6,596,640
Riverbed Technology, Inc.*		320,000		4,979,200


				31,817,790

Computers & Peripherals - 7.4%
Apple, Inc.		12,170		4,820,294
EMC Corp.		331,000		7,818,220


				12,638,514

Electronic Equipment, Instruments & Components - 3.1%
Rofin-Sinar Technologies, Inc.*		211,000		5,262,340

Internet Software & Services - 19.3%
eBay, Inc.*		94,600		4,892,712
Google, Inc. - Class A*		7,740		6,814,064
LinkedIn Corp. - Class A*		33,600		5,990,880
Liquidity Services, Inc.*		49,198		1,705,695
LogMeIn, Inc.*		208,000		5,087,680
SciQuest, Inc.*		135,000		3,381,750
Tencent Holdings Ltd. (China)¹		127,000		4,958,999


				32,831,780

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

Technology Series

Investment Portfolio - June 30, 2013

(unaudited)



	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)

Information Technology (continued)
IT Services - 7.9%
Amdocs Ltd. - ADR		160,000	$	5,934,400
Cap Gemini S.A. (France)¹		48,000		2,330,954
VeriFone Systems, Inc.*		306,000		5,143,860


				13,409,214

Semiconductors & Semiconductor Equipment - 2.8%
Skyworks Solutions, Inc.*		215,000		4,706,350

Software - 16.3%
Autodesk, Inc.*		125,000		4,242,500
Electronic Arts, Inc.*		352,200		8,090,034
Fortinet, Inc.*		261,350		4,573,625
MICROS Systems, Inc.*		109,000		4,703,350
RealPage, Inc.*		334,881		6,141,717


				27,751,226


Total Information Technology				128,417,214


Materials - 3.2%
Chemicals - 3.2%
Monsanto Co.		56,000		5,532,800

TOTAL COMMON STOCKS
(Identified Cost $139,361,448)				168,574,350


SHORT-TERM INVESTMENT - 1.1%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.05%
(Identified Cost $1,816,221)		1,816,221		1,816,221


TOTAL INVESTMENTS - 100.2%
(Identified Cost $141,177,669)				170,390,571
LIABILITIES, LESS OTHER ASSETS - (0.2%)				(356,900	)


NET ASSETS - 100%			$	170,033,671

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, 2013.

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

Technology Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments (identified cost $141,177,669) (Note 2)	$	170,390,571
Receivable for fund shares sold		111,732
Dividends receivable		54,032
Foreign tax reclaims receivable		8,863
Prepaid expenses		741


TOTAL ASSETS		170,565,939


LIABILITIES:

Accrued management fees (Note 3)		140,353
Accrued fund accounting and administration fees (Note 3)		6,509
Accrued transfer agent fees (Note 3)		2,606
Accrued Chief Compliance Officer service fees (Note 3)		339
Payable for fund shares repurchased		357,290
Other payables and accrued expenses		25,171


TOTAL LIABILITIES		532,268


TOTAL NET ASSETS	$	170,033,671


NET ASSETS CONSIST OF:

Capital stock	$	139,186
Additional paid-in-capital		142,696,800
Accumulated net investment loss		(579,693	)
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(1,435,148	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		29,212,526


TOTAL NET ASSETS	$	170,033,671


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - CLASS A ($170,033,671/13,918,646 shares)	$	12.22

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

Technology Series

Statement of Operations

For the Six Months Ended June 30, 2013 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $9,381)	$	322,654


EXPENSES:

Management fees (Note 3)		804,001
Fund accounting and administration fees (Note 3)		22,323
Transfer agent fees (Note 3)		7,182
Directors’ fees (Note 3)		1,716
Chief Compliance Officer service fees (Note 3)		1,118
Custodian fees		8,471
Miscellaneous		57,536


Total Expenses		902,347


NET INVESTMENT LOSS		(579,693	)


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

Net realized gain on- Investments		5,979,932
Foreign currency and translation of other assets and liabilities		674


		5,980,606


Net change in unrealized appreciation (depreciation) on- Investments		12,828,171
Foreign currency and translation of other assets and liabilities		(101	)


		12,828,070


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		18,808,676


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	18,228,983

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

Technology Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE IN NET ASSETS:

OPERATIONS:

Net investment loss	$	(579,693	)	$	(1,015,092	)
Net realized gain (loss) on investments and foreign currency		5,980,606			(2,932,050	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		12,828,070			17,839,248


Net increase from operations		18,228,983			13,892,106


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net realized gain on investments		—			(6,344,833	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		2,908,740			2,703,467


Net increase in net assets		21,137,723			10,250,740

NET ASSETS:

Beginning of period		148,895,948			138,645,208


End of period (including accumulated net investment loss of $579,693 and $0, respectively)	$	170,033,671		$	148,895,948

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

Technology Series

Financial Highlights


	FOR THE SIX			FOR THE YEARS ENDED
	MONTHS ENDED 6/30/13 (UNAUDITED)			12/31/12			12/31/11			12/31/10			12/31/09			12/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.90		$	10.33		$	11.63		$	9.73		$	6.01		$	11.29

Income (loss) from investment operations:
Net investment loss		(0.04	)¹		(0.08	)¹		(0.05	)¹		(0.06	)¹		(0.05	)¹		(0.05	)
Net realized and unrealized gain (loss) on investments		1.36			1.13			(1.15	)		1.96			3.77			(5.09	)


Total from investment operations		1.32			1.05			(1.20	)		1.90			3.72			(5.14	)


Less distributions to shareholders:
From net realized gain on investments		—			(0.48	)		(0.10	)		—			—			(0.14	)


Net asset value - End of period	$	12.22		$	10.90		$	10.33		$	11.63		$	9.73		$	6.01


Net assets - End of period (000’s omitted)	$	170,034		$	148,896		$	138,645		$	167,400		$	157,731		$	123,112


Total return²		12.11	%		10.11	%		(10.31	%)		19.53	%		61.90	%		(45.86	%)
Ratios (to average net assets)/Supplemental Data:
Expenses^*		1.12	%³		1.12	%		1.13	%		1.12	%		1.13	%		1.13	%
Net investment loss		(0.72	%)³		(0.67	%)		(0.46	%)		(0.58	%)		(0.68	%)		(0.53	%)
Portfolio turnover		24	%		55	%		81	%		70	%		55	%		65	%

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

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

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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	26,293,410	$	26,293,410	$	—	$	—
Health Care		4,900,590		4,900,590		—		—
Industrials		3,430,336		3,430,336		—		—
Information Technology		128,417,214		121,127,261		7,289,953		—
Materials		5,532,800		5,532,800		—		—
Mutual fund		1,816,221		1,816,221		—		—

Total assets	$	170,390,571	$	163,100,618	$	7,289,953	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

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)

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

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.

Technology 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.

The Advisor has contractually agreed, until at least April 30, 2014, to waive its management 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, 2013. 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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $49,551,721 and $37,518,567 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 6/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		697,972		$	8,101,723			1,038,900		$	11,671,657
Reinvested		—			—			566,953			6,285,210
Repurchased		(443,926	)		(5,192,983	)		(1,364,916	)		(15,253,400	)

Total		254,046		$	2,908,740			240,937			2,703,467

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)

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 during the year ended June 30, 2013.

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		$	6,344,833

At June 30, 2013, 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	$	141,177,669
Unrealized appreciation		37,621,373
Unrealized depreciation		(8,408,471	)

Net unrealized appreciation	$	29,212,902

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-6/13-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 in each class at the beginning of the period and held for the entire period (January 1, 2013 to June 30, 2013).

Actual Expenses

The Actual lines of the table below provide 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 Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of each Class in the table below provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the class of 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 Hypothetical lines for each Class in the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,036.40	$5.71	1.13%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.19	$5.66	1.13%
Class I
Actual	$1,000.00	$1,037.70	$4.45	0.88%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.43	$4.41	0.88%

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

Real Estate Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO


Top Ten Stock Holdings²
Simon Property Group, Inc.	5.7	%	Host Hotels & Resorts, Inc.	3.0	%
Health Care REIT, Inc.	4.3	%	Kimco Realty Corp.	2.9	%
General Growth Properties, Inc.	3.9	%	Sovran Self Storage, Inc.	2.9	%
Accor S.A. (France)	3.7	%	Boston Properties, Inc.	2.8	%
BioMed Realty Trust, Inc.	3.4	%	UDR, Inc.	2.8	%

²As a percentage of total investments.

Real Estate Series

Investment Portfolio - June 30, 2013

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 99.1%

Consumer Discretionary - 12.3%
Hotels, Restaurants & Leisure - 8.7%
Accor S.A. (France)¹		217,000	$	7,627,668
Hyatt Hotels Corp. - Class A*		82,010		3,309,924
InterContinental Hotels Group plc (United Kingdom)¹		189,578		5,210,055
Orient-Express Hotels Ltd. - ADR - Class A*		168,190		2,045,190


				18,192,837

Household Durables - 3.6%
DR Horton, Inc.		114,000		2,425,920
Lennar Corp. - Class A		28,466		1,025,915
NVR, Inc.*		1,621		1,494,562
Toll Brothers, Inc.*		74,932		2,445,031


				7,391,428


Total Consumer Discretionary				25,584,265


Financials - 85.3%
Real Estate Management & Development - 0.5%
General Shopping Brasil S.A. (Brazil)*		291,000		1,122,867


REITS - Apartments - 16.6%
American Campus Communities, Inc.		80,940		3,291,020
Apartment Investment & Management Co. - Class A		125,610		3,773,324
Associated Estates Realty Corp.		219,738		3,533,387
AvalonBay Communities, Inc.		25,150		3,392,987
Camden Property Trust		49,610		3,430,035
Education Realty Trust, Inc.		160,090		1,637,721
Equity Residential		60,250		3,498,115
Home Properties, Inc.		41,440		2,708,933
Mid-America Apartment Communities, Inc.		51,400		3,483,378
UDR, Inc.		227,730		5,804,838


				34,553,738

REITS - Diversified - 8.5%
Coresite Realty Corp.		145,870		4,640,125
Digital Realty Trust, Inc.		81,052		4,944,172
DuPont Fabros Technology, Inc.		189,182		4,568,745
Unibail-Rodamco SE (France)¹		10,825		2,521,186
Vornado Realty Trust		11,730		971,831


				17,646,059

REITS - Health Care - 8.7%
HCP, Inc.		88,560		4,024,166
Health Care REIT, Inc.		133,000		8,914,990
Healthcare Realty Trust, Inc.		40,800		1,040,400
Healthcare Trust of America, Inc.*		282,490		3,172,363

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

Real Estate Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
REITS - Health Care (continued)
Ventas, Inc.		15,290	$	1,062,043

				18,213,962

REITS - Hotels - 5.5%
Host Hotels & Resorts, Inc.		366,120		6,176,444
Pebblebrook Hotel Trust		202,344		5,230,592

				11,407,036

REITS - Manufactured Homes - 1.5%
Equity Lifestyle Properties, Inc.		39,030		3,067,368


REITS - Office Property - 12.7%
Alexandria Real Estate Equities, Inc.		75,920		4,989,462
BioMed Realty Trust, Inc.		353,337		7,148,007
Boston Properties, Inc.		56,150		5,922,141
Corporate Office Properties Trust		193,214		4,926,957
Mack-Cali Realty Corp.		147,420		3,610,316

				26,596,883

REITS - Regional Malls - 12.6%
CBL & Associates Properties, Inc.		87,480		1,873,822
General Growth Properties, Inc.		405,820		8,063,643
The Macerich Co.		32,910		2,006,523
Simon Property Group, Inc.		74,930		11,832,946
Taubman Centers, Inc.		26,740		2,009,511
Trade Street Residential, Inc.*		58,540		515,152

				26,301,597

REITS - Shopping Centers - 6.9%
AmREIT, Inc. - Class B		31,870		616,366
Cedar Realty Trust, Inc.		716,938		3,713,739
Equity One, Inc.		87,540		1,981,030
Hammerson plc (United Kingdom)¹		282,090		2,091,619
Kimco Realty Corp.		282,870		6,061,904

				14,464,658

REITS - Single Tenant - 5.1%
Agree Realty Corp.		151,950		4,485,564
National Retail Properties, Inc.		118,710		4,083,624
Realty Income Corp.		48,690		2,041,085

				10,610,273

REITS - Storage - 6.7%
CubeSmart		173,770		2,776,845
Extra Space Storage, Inc.		51,480		2,158,556
Public Storage		20,000		3,066,600

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

Real Estate Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
REITS - Storage (continued)
Sovran Self Storage, Inc.		93,141	$	6,034,605


				14,036,606


Total Financials				178,021,047


Industrials - 0.9%
Transportation Infrastructure - 0.9%
Groupe Eurotunnel S.A. (France)¹		248,100		1,886,535


Information Technology - 0.6%
IT Services - 0.6%
InterXion Holding N.V. - ADR (Netherlands)*		45,440		1,187,347


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


TOTAL COMMON STOCKS
(Identified Cost $168,364,529)				206,679,194


SHORT-TERM INVESTMENT - 0.7%

Dreyfus Cash Management, Inc. - Institutional Shares³, 0.05%
(Identified Cost $1,440,777)		1,440,777		1,440,777


TOTAL INVESTMENTS - 99.8%
(Identified Cost $169,805,306)				208,119,971
OTHER ASSETS, LESS LIABILITIES - 0.2%				433,028


NET ASSETS - 100%			$	208,552,999

No. - Number

ADR - American Depository Receipt

REITS - Real Estate Investment Trusts

*Non-income producing security.

**Less than 0.1%

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, 2013.

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

Real Estate Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments (identified cost $169,805,306) (Note 2)	$	208,119,971
Dividends receivable		595,788
Receivable for fund shares sold		359,624
Foreign tax reclaims receivable		6,744
Prepaid expenses		1,015


TOTAL ASSETS		209,083,142


LIABILITIES:

Accrued management fees (Note 3)		128,572
Accrued shareholder services fees (Class S)(Note 3)		35,322
Accrued fund accounting and administration fees (Note 3)		8,601
Accrued transfer agent fees (Note 3)		2,521
Accrued Chief Compliance Officer service fees (Note 3)		339
Payable for fund shares repurchased		339,636
Other payables and accrued expenses		15,152


TOTAL LIABILITIES		530,143


TOTAL NET ASSETS	$	208,552,999


NET ASSETS CONSIST OF:

Capital stock	$	150,991
Additional paid-in-capital		153,642,108
Undistributed net investment income		1,291,474
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		15,154,035
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		38,314,391


TOTAL NET ASSETS	$	208,552,999


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($171,406,158/ 11,351,043 shares)	$	15.10


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($37,146,841/ 3,748,077 shares)	$	9.91

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

Real Estate Series

Statement of Operations

For the Six Months Ended June 30, 2013 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $58,334)		$	3,370,420


EXPENSES:

Management fees (Note 3)			788,043
Shareholder services fees (Class S) (Note 3)			220,640
Fund accounting and administration fees (Note 3)			28,160
Transfer agent fees (Note 3)			8,431
Directors’ fees (Note 3)			2,215
Chief Compliance Officer service fees (Note 3)			1,117
Custodian fees			8,113
Miscellaneous			88,418


Total Expenses			1,145,137


NET INVESTMENT INCOME			2,225,283


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

Net realized gain on-
Investments			12,239,460
Foreign currency and translation of other assets and liabilities			755


			12,240,215

Net change in unrealized depreciation on-
Investments	��		(7,364,823	)
Foreign currency and translation of other assets and liabilities			(540	)


			(7,365,363	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY			4,874,852


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	7,100,135

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 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	2,225,283		$	2,873,154
Net realized gain (loss) on investments and foreign currency		12,240,215			9,630,318
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(7,365,363	)		24,019,054


Net increase from operations		7,100,135			36,522,526


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net investment income (Class S)		—			(3,293,301	)
From net investment income (Class I)		—			(782,269	)
From net realized gain on investments (Class S)		—			(6,086,539	)
From net realized gain on investments (Class I)		—			(1,381,511	)


Total distributions to shareholders		—			(11,543,620	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		4,158,878			5,162,387


Net increase in net assets		11,259,013			30,141,293

NET ASSETS:

Beginning of period		197,293,986			167,152,693


End of period (including undistributed net investment income of $1,291,474 and distributions in excess of net investment income of $933,809, respectively)	$	208,552,999		$	197,293,986

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

Real Estate Series

Financial Highlights - Class S


	FOR THE SIX MONTHS ENDED 6/30/2013 (UNAUDITED)			FOR THE YEARS ENDED									FOR THE PERIOD 11/10/09¹TO 12/31/09
	FOR THE SIX MONTHS ENDED 6/30/2013 (UNAUDITED)			12/31/12			12/31/11			12/31/10			FOR THE PERIOD 11/10/09¹TO 12/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	14.57		$	12.65		$	12.58		$	10.61		$	10.00

Income from investment operations:
Net investment income²		0.16			0.21			0.15			0.12			0.02
Net realized and unrealized gain on investments		0.37			2.54			0.49			2.44			0.62


Total from investment operations		0.53			2.75			0.64			2.56			0.64


Less distributions to shareholders:
From net investment income		—			(0.29	)		(0.15	)		(0.12	)		(0.02	)
From net realized gain on investments		—			(0.54	)		(0.42	)		(0.47	)		(0.01	)


Total distributions to shareholders		—			(0.83	)		(0.57	)		(0.59	)		(0.03	)


Net asset value - End of period	$	15.10		$	14.57		$	12.65		$	12.58		$	10.61


Net assets - End of period (000’s omitted)	$	171,406		$	170,898		$	167,153		$	89,136		$	69,179


Total return³		3.64	%		21.93	%		5.29	%		24.40	%		6.36	%
Ratios (to average net assets)/Supplemental Data:
Expenses^*		1.13	%⁴		1.10	%		1.18	%		1.20	%		1.20	%⁴
Net investment income		2.07	%⁴		1.49	%		1.21	%		1.02	%		1.43	%⁴
Portfolio turnover		19	%		14	%		34	%		34	%		3	%

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

		N/A			N/A			N/A			0.01	%		0.38	%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 or reimbursed during certain periods. Periods less than one year are not annualized.

⁴Annualized.

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

Real Estate Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED 6/30/12 (UNAUDITED)			FOR THE PERIOD 8/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.55		$	10.00

Income (loss) from investment operations:
Net investment income²		0.12			0.08
Net realized and unrealized gain (loss) on investments		0.24			0.32


Total from investment operations		0.36			0.40


Less distributions to shareholders:
From net investment income		—			(0.31	)
From net realized gain on investments		—			(0.54	)

Total distributions to shareholders		—			(0.85	)


Net asset value - End of period	$	9.91		$	9.55


Net assets - End of period (000’s omitted)	$	37,147		$	26,396


Total return³		3.77	%		4.16	%
Ratios (to average net assets)/Supplemental Data:
Expenses^*⁴		0.88	%		0.87	%
Net investment income⁴		2.37	%		1.95	%
Portfolio turnover		19	%		14	%

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. Periods less than one year are not annualized.

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 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 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 billion shares of common stock each having a par value of $0.01. The series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder service fees. As of June 30, 2013, 10.3 billion shares have been designated in total among 42 series, of which 100 million shares have been designated as Real Estate Series Class S common stock and 100 million have been designated as Real Estate Series Class I 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)

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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	25,584,265	$	12,746,542	$	12,837,723	$	—
Financials		178,021,047		173,408,242		4,612,805		—
Industrials		1,886,535		—		1,886,535		—
Information Technology		1,187,347		1,187,347		—		—
Utilities		—		—		—		—	*
Mutual fund		1,440,777		1,440,777		—		—

Total assets	$	208,119,971	$	188,782,908	$	19,337,063	$	—

*Prime AET&D Holdings No.1 Ltd. is a Level 3 security as of June 30, 2013. 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, 2013.

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.

Real Estate 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.

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 through December 31, 2012. 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

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates

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

The Class S shares of the Series are subject to a shareholder service fee in accordance with a shareholder service plan adopted by the Fund’s Board. The shareholder service 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.

The Advisor has contractually agreed, until at least April 30, 2014, to waive its management 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 shareholder service fees, at no more than 0.95% of average daily net assets. The Advisor did not waive any fees for the six months ended June 30, 2013. 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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $45,284,475 and $39,318,941 respectively. There were no purchases or sales of U.S. Government securities.

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions

Transactions in shares of Class S and I shares of Real Estate Series were:


CLASS S	FOR THE SIX MONTHS ENDED 6/30/2013						FOR THE YEAR ENDED 12/31/12
CLASS S	SHARES			AMOUNT			SHARES			AMOUNT
Sold		693,976		$	10,793,381			942,190		$	13,440,671
Reinvested		—			—			641,521			9,205,525
Repurchased		(1,074,805	)		(16,651,124	)		(3,067,077	)		(45,004,040	)

Total		(380,829	)	$	(5,857,743	)		(1,483,366	)	$	(22,357,844	)


CLASS I	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE PERIOD 8/1/12 (COMMENCEMENT OF OPERATIONS) TO 12/31/12
CLASS I	SHARES			AMOUNT			SHARES			AMOUNT
Sold		986,361		$	10,043,118			2,540,161		$	25,408,795
Reinvested		—			—			225,474			2,125,283
Repurchased		(2,562	)		(26,497	)		(1,357	)		(13,847	)

Total		983,799		$	10,016,621			2,764,278		$	27,520,231

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.	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

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

9.	Federal Income Tax Information (continued)

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


Ordinary income	$	5,584,073
Long-term capital gains		5,959,547

At June 30, 2013, 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	$	169,867,566
Unrealized appreciation		41,285,581
Unrealized depreciation		(3,033,176	)

Net unrealized appreciation	$	38,252,405

{This page intentionally left blank}

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-6/13-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 in each class at the beginning of the period and held for the entire period (January 1, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,013.80	$5.49	1.10%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.34	$5.51	1.10%
Class I
Actual	$1,000.00	$1,015.30	$4.25	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.58	$4.26	0.85%

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

International Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO

International Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 96.5%

Consumer Discretionary - 15.6%
Auto Components - 2.8%
F.C.C. Co. Ltd. (Japan)¹		158,000	$	3,725,840
Hankook Tire Co. Ltd. (South Korea)¹		145,591		6,705,105
Musashi Seimitsu Industry Co. Ltd. (Japan)¹		168,000		4,043,096
Nissin Kogyo Co. Ltd. (Japan)¹		226,000		4,092,360


				18,566,401


Automobiles - 0.5%
Hero Motocorp Ltd. (India)¹		87,000		2,426,956
Maruti Suzuki India Ltd. (India)¹		44,940		1,160,260


				3,587,216


Hotels, Restaurants & Leisure - 0.6%
Indian Hotels Co. Ltd. (India)¹		5,361,450		4,330,662


Household Durables - 1.1%
LG Electronics, Inc. (South Korea)¹		74,000		4,703,346
Rodobens Negocios Imobiliarios S.A. (Brazil)		367,000		2,398,037


				7,101,383


Leisure Equipment & Products - 0.8%
Nikon Corp. (Japan)¹		224,000		5,233,535


Media - 4.5%
Mediaset Espana Comunicacion S.A. (Spain)*¹		2,208,600		19,238,393
Reed Elsevier plc - ADR (United Kingdom)		60,311		2,751,991
Societe Television Francaise 1 (France)¹		327,530		3,922,718
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)¹		945,000		4,563,494


				30,476,596


Multiline Retail - 0.9%
Kering (France)¹		31,130		6,334,522


Specialty Retail - 2.2%
Belle International Holdings Ltd. (Hong Kong)¹		4,300,000		5,878,441
Groupe Fnac S.A. (France)*¹		3,891		82,560
Hennes & Mauritz AB - Class B (Sweden)¹		129,000		4,244,279
Komeri Co. Ltd. (Japan)¹		188,800		4,728,406


				14,933,686


Textiles, Apparel & Luxury Goods - 2.2%
Burberry Group plc (United Kingdom)¹		184,000		3,785,361
Daphne International Holdings Ltd. (China)¹		6,600,000		5,625,225
Hugo Boss AG (Germany)¹		47,000		5,168,053


				14,578,639


Total Consumer Discretionary				105,142,640

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

International Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples - 20.9%
Beverages - 6.7%
Carlsberg A/S - Class B (Denmark)¹		80,000	$	7,153,290
Cia de Bebidas das Americas (AmBev) - ADR (Brazil)		270,000		10,084,500
Diageo plc (United Kingdom)¹		322,810		9,257,057
Kirin Holdings Co. Ltd. (Japan)¹		600,000		9,398,579
Tsingtao Brewery Co. Ltd. - Class H (China)¹		1,300,000		9,263,558


				45,156,984


Food & Staples Retailing - 3.0%
Carrefour S.A. (France)¹		169,962		4,668,266
Casino Guichard-Perrachon S.A. (France)¹		34,170		3,201,918
President Chain Store Corp. (Taiwan)¹		901,320		5,891,767
Tesco plc (United Kingdom)¹		1,217,410		6,130,690


				19,892,641


Food Products - 7.0%
Barry Callebaut AG (Switzerland)¹		4,400		4,027,052
Charoen Pokphand Foods PCL (Thailand)¹		3,841,800		3,180,971
Danone S.A. (France)¹		107,012		8,054,577
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		2,604,000		7,897,943
Nestle S.A. (Switzerland)¹		105,220		6,904,579
Unilever plc - ADR (United Kingdom)		420,230		16,998,304


				47,063,426


Household Products - 1.7%
Reckitt Benckiser Group plc (United Kingdom)¹		164,270		11,619,958


Personal Products - 0.9%
Kao Corp. (Japan)¹		188,000		6,399,808


Tobacco - 1.6%
Gudang Garam Tbk PT (Indonesia)¹		730,000		3,711,435
Swedish Match AB (Sweden)¹		191,000		6,779,456


				10,490,891


Total Consumer Staples				140,623,708


Energy - 2.5%
Oil, Gas & Consumable Fuels - 2.5%
Petroleo Brasileiro S.A. - ADR (Brazil)		240,000		3,518,400
Royal Dutch Shell plc - Class B (Netherlands)¹		88,430		2,928,726
Royal Dutch Shell plc - Class B - ADR (Netherlands)		87,780		5,817,181
Statoil ASA (Norway)¹		237,000		4,895,963


Total Energy				17,160,270


Financials - 8.8%
Capital Markets - 1.2%
Daiwa Securities Group, Inc. (Japan)¹		830,000		6,951,186

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

International Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Capital Markets (continued)
OSK Holdings Berhad (Malaysia)¹		2,141,737	$	1,115,562


				8,066,748


Commercial Banks - 2.3%
Hong Leong Financial Group Berhad (Malaysia)¹		1,462,800		6,672,433
Sumitomo Mitsui Trust Holdings, Inc. (Japan)¹		1,907,000		8,897,791


				15,570,224


Insurance - 3.9%
Allianz SE (Germany)¹		40,870		5,965,407
AXA S.A. (France)¹		211,372		4,166,693
Mapfre S.A. (Spain)¹		1,877,000		6,106,981
Muenchener Rueckversicherungs AG (MunichRe) (Germany)¹		40,610		7,460,534
Zurich Insurance Group AG (Switzerland)¹		10,500		2,721,696


				26,421,311


Real Estate Investment Trusts (REITS) - 1.0%
Alstria Office REIT AG (Germany)¹		595,480		6,511,633


Thrifts & Mortgage Finance - 0.4%
Aareal Bank AG (Germany)*¹		115,790		2,696,126


Total Financials				59,266,042


Health Care - 10.8%
Health Care Equipment & Supplies - 1.7%
Carl Zeiss Meditec AG (Germany)¹		232,000		7,686,971
Straumann Holding AG (Switzerland)¹		25,776		3,854,046


				11,541,017


Health Care Providers & Services - 2.1%
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		200,000		7,054,000
Odontoprev S.A. (Brazil)		726,000		2,990,091
Qualicorp S.A. (Brazil)*		529,000		4,027,925


				14,072,016


Life Sciences Tools & Services - 0.5%
Gerresheimer AG (Germany)¹		58,000		3,349,171


Pharmaceuticals - 6.5%
AstraZeneca plc (United Kingdom)¹		27,960		1,321,925
AstraZeneca plc - ADR (United Kingdom)		229,150		10,838,795
Bayer AG (Germany)¹		100,000		10,647,005
GlaxoSmithKline plc (United Kingdom)¹		172,980		4,323,875
Novartis AG - ADR (Switzerland)		49,000		3,464,790
Shire plc (Ireland)¹		195,160		6,184,698
Takeda Pharmaceutical Co. Ltd. (Japan)¹		34,900		1,573,780

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

International Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		140,000	$	5,488,000


				43,842,868


Total Health Care				72,805,072


Industrials - 16.6%
Commercial Services & Supplies - 1.8%
Aggreko plc (United Kingdom)¹		258,600		6,463,613
Taiwan Secom Co. Ltd. (Taiwan)¹		777,210		1,882,638
Tomra Systems ASA (Norway)¹		420,964		3,569,048


				11,915,299


Construction & Engineering - 0.7%
Larsen & Toubro Ltd. (India)¹		206,270		4,868,102


Electrical Equipment - 3.9%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		342,000		7,407,720
Alstom S.A. (France)¹		295,560		9,695,426
Bharat Heavy Electricals Ltd. (India)¹		150,400		438,812
Schneider Electric S.A. (France)¹		66,000		4,793,337
Teco Electric and Machinery Co. Ltd. (Taiwan)¹		4,084,000		4,065,306


				26,400,601


Industrial Conglomerates - 3.6%
Siemens AG (Germany)¹		237,600		24,060,087


Machinery - 2.7%
Andritz AG (Austria)¹		123,000		6,310,788
FANUC Corp. (Japan)¹		71,000		10,275,611
Jain Irrigation Systems Ltd. - DVR (India)¹		44,872		19,331
Jain Irrigation Systems Ltd. (India)¹		2,125,900		1,849,500


				18,455,230


Professional Services - 1.1%
Experian plc (United Kingdom)¹		405,980		7,055,879


Trading Companies & Distributors - 1.0%
Mills Estruturas e Servicos de Engenharia S.A. (Brazil)		519,400		7,039,082


Transportation Infrastructure - 1.8%
Malaysia Airports Holdings Berhad (Malaysia)¹		6,083,700		12,150,070


Total Industrials				111,944,350


Information Technology - 14.1%
Communications Equipment - 1.1%
Alcatel-Lucent - ADR (France)*		4,100,000		7,462,000


Electronic Equipment, Instruments & Components - 3.9%
Hitachi Ltd. (Japan)¹		3,247,000		20,805,155

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

International Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
Electronic Equipment, Instruments & Components (continued)
Keyence Corp. (Japan)¹		17,209	$	5,482,973


				26,288,128


Internet Software & Services - 1.6%
NetEase.com, Inc. - ADR (China)		14,400		909,648
NHN Corp. (South Korea)¹		23,950		6,080,558
Tencent Holdings Ltd. (China)¹		88,400		3,451,776


				10,441,982


IT Services - 0.7%
Cap Gemini S.A. (France)¹		102,000		4,953,278


Office Electronics - 0.5%
Canon, Inc. (Japan)¹		95,000		3,113,462


Semiconductors & Semiconductor Equipment - 2.1%
Samsung Electronics Co. Ltd. (South Korea)¹		12,260		14,329,785


Software - 4.2%
Aveva Group plc (United Kingdom)¹		103,000		3,531,044
SAP AG (Germany)¹		239,440		17,484,543
Temenos Group AG (Switzerland)¹		307,000		7,481,103


				28,496,690


Total Information Technology				95,085,325


Materials - 3.6%
Chemicals - 3.6%
BASF SE (Germany)¹		76,100		6,787,594
Linde AG (Germany)¹		92,500		17,237,045


Total Materials				24,024,639


Telecommunication Services - 3.5%
Diversified Telecommunication Services - 3.0%
Telefonica S.A. - ADR (Spain)*		707,000		9,056,670
Telenor ASA - ADR (Norway)²		184,380		10,972,454


				20,029,124


Wireless Telecommunication Services - 0.5%
SK Telecom Co. Ltd. - ADR (South Korea)		169,190		3,439,633


Total Telecommunication Services				23,468,757


Utilities - 0.1%

Multi-Utilities - 0.1%
GDF Suez (France)¹		51,850		1,017,024


TOTAL COMMON STOCKS
(Identified Cost $611,506,745)				650,537,827

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

International Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 4.2%

Dreyfus Cash Management, Inc. - Institutional Shares³, 0.05%,
(Identified Cost $ 28,126,156)		28,126,156	$	28,126,156

TOTAL INVESTMENTS - 100.7%
(Identified Cost $ 639,632,901)				678,663,983
LIABILITIES, LESS OTHER ASSETS - (0.7%)				(4,631,752	)


NET ASSETS - 100%			$	674,032,231

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, 2013.

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

Germany 18.1%; Japan 14.0%; United Kingdom 12.5%.

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

International Series

Statement of Assets & Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments, at value (identified cost $639,632,901) (Note 2)	$	678,663,983
Foreign currency (identified cost $3,933,889)		3,925,043
Receivable for securities sold		6,382,724
Foreign tax reclaims receivable		1,322,028
Receivable for fund shares sold		444,134
Dividends receivable		309,600
Prepaid expenses		8,688


TOTAL ASSETS		691,056,200


LIABILITIES:

Payable to custodian		841
Foreign capital gains tax payable (Note 2)		16,918
Accrued management fees (Note 3)		397,681
Accrued shareholder services fees (Class S) (Note 3)		115,655
Accrued transfer agent fees (Note 3)		45,012
Accrued fund accounting and administration fees (Note 3)		20,947
Accrued Chief Compliance Officer service fees (Note 3)		339
Payable for securities purchased		14,968,758
Payable for fund shares repurchased		1,181,432
Other payables and accrued expenses		276,386


TOTAL LIABILITIES		17,023,969


TOTAL NET ASSETS	$	674,032,231


NET ASSETS CONSIST OF:
Capital stock	$	740,858
Additional paid-in-capital		623,221,961
Undistributed net investment income		7,069,632
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		4,029,136
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		38,970,644


TOTAL NET ASSETS	$	674,032,231


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($552,229,560/62,626,052 shares)	$	8.82


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($121,802,671/11,459,793 shares)	$	10.63

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

International Series

Statement of Operations

For the Six Months Ended June 30, 2013 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $1,438,511)	$	10,779,506


EXPENSES:

Management fees (Note 3)		2,571,973
Shareholder services fees (Class S)(Note 3)		715,074
Transfer agent fees (Note 3)		115,239
Fund accounting and administration fees (Note 3)		58,426
Directors’ fees (Note 3)		7,338
Chief Compliance Officer service fees (Note 3)		1,117
Custodian fees		196,971
Miscellaneous		130,722


Total Expenses		3,796,860
Less reduction of expenses (Note 3)		(166,883	)


Net Expenses		3,629,977


NET INVESTMENT INCOME		7,149,529


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

Net realized gain (loss) on-
Investments		11,528,870
Foreign currency and translation of other assets and liabilities		(2,268,590	)


		9,260,280


Net change in unrealized appreciation (depreciation) on-
Investments (net of decrease in accrued foreign capital gains tax of $88,432)		(6,934,773	)
Foreign currency and translation of other assets and liabilities		(45,264	)


		(6,980,037	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		2,280,243


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	9,429,772

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

International Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	7,149,529		$	8,155,713
Net realized gain (loss) on investments and foreign currency		9,260,280			(1,401,057	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(6,980,037	)		79,568,578


Net increase from operations		9,429,772			86,323,234


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		—			(6,468,512	)
From net investment income (Class I)		—			(965,618	)
From return of capital (Class S)		—			(577,095	)
From return of capital (Class I)		—			(86,357	)


Total distributions to shareholders		—			(8,097,582	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		3,068,419			70,041,655


Net increase in net assets		12,498,191			148,267,307

NET ASSETS:

Beginning of period		661,534,040			513,266,733


End of period (including undistributed net investment income of $7,069,632 and distributions in excess of net investment income of $79,897, respectively)	$	674,032,231		$	661,534,040

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

International Series

Financial Highlights - Class S


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	6/30/2013 (UNAUDITED)			12/31/12			12/31/11			12/31/10			12/31/09			12/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.70		$	7.61		$	8.85		$	8.39		$	6.57		$	10.87


Income (loss) from investment operations:
Net investment income		0.09	¹		0.10	¹		0.13	¹		0.14	¹		0.14	¹		0.22
Net realized and unrealized gain (loss) on investments		0.03			1.10			(1.26	)		0.86			2.10			(3.82	)


Total from investment operations		0.12			1.20			(1.13	)		1.00			2.24			(3.60	)


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

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


Net asset value - End of period	$	8.82		$	8.70		$	7.61		$	8.85		$	8.39		$	6.57


Net assets - End of period (000’s omitted)	$	552,230		$	565,609		$	513,267		$	317,199		$	267,100		$	182,273


Total return²		1.38	%		15.78	%		(12.82	%)		12.04	%		34.23	%		(33.25	%)
Ratios (to average net assets)/Supplemental Data:
Expenses^*		1.10	%³		1.10	%		1.16	%		1.15	%		1.15	%		1.15	%
Net investment income		2.02	%³		1.30	%		1.49	%		1.68	%		1.90	%		2.49	%
Portfolio turnover		10	%		22	%		7	%		13	%		17	%		9	%

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

		0.05	%³		0.07	%		N/A			0.00	%⁴		0.00	%⁴		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.

International Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE PERIOD 3/15/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.47		$	10.00


Income (loss) from investment operations:
Net investment income²		0.13			0.13
Net realized and unrealized gain (loss) on investments		0.03			0.46


Total from investment operations		0.16			0.59


Less distributions to shareholders:
From net investment income		—			(0.11	)
From return of capital		—			(0.01	)


Total distributions to shareholders		—			(0.12	)


Net asset value - End of period	$	10.63		$	10.47


Net assets - End of period (000’s omitted)	$	121,803		$	95,925


Total return³		1.53	%		5.88	%
Ratios (to average net assets)/Supplemental Data:
Expenses^*⁴		0.85	%		0.85	%
Net investment income⁴		2.41	%		1.67	%
Portfolio turnover		10	%		22	%

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

		0.05	%⁴		0.09	%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.

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

International Series

Notes to Financial Statements

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. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2013, 10.3 billion shares have been designated in total among 42 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)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

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 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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	105,142,640	$	5,150,028	$	99,992,612	$	—
Consumer Staples		140,623,708		34,980,747		105,642,961		—
Energy		17,160,270		9,335,581		7,824,689		—
Financials		59,266,042		—		59,266,042		—
Health Care		72,805,072		33,863,601		38,941,471		—
Industrials		111,944,350		14,446,802		97,497,548		—
Information Technology		95,085,325		8,371,648		86,713,677		—
Materials		24,024,639		—		24,024,639		—
Telecommunication Services		23,468,757		12,496,303		10,972,454		—
Utilities		1,017,024		—		1,017,024		—
Mutual fund		28,126,156		28,126,156		—		—

Total assets	$	678,663,983	$	146,770,866	$	531,893,117	$	—

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.

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

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)

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 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.

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.

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

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. During the period of March 27, 2013 through April 24, 2013, the period for which foreign currency contracts were held, the average volume of derivative activity (measured in terms of the notional amount) was $111,171,793.

The following table presents the effect of the derivative instruments on the Statement of Operations at June 30, 2013:


STATEMENT OF OPERATIONS
Derivative
Foreign forward currency exchange contracts	Net realized gain (loss) on foreign currency transactions and translation of other assets and liabilities	$(1,955,099)

As of June 30, 2013, no investments in forward foreign currency exchange contracts were held by the Series.

Federal Taxes

International Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

The Class S shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Board. The shareholder service 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.

The Advisor has contractually agreed, until at least April 30, 2014, to waive its management 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 service fee, at no more than 0.85% of average daily net assets. Accordingly, the Advisor waived

International Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

fees of $166,883 for the six months ended June 30, 2013, 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.

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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $110,255,722 and $67,169,571 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 6/30/13						FOR THE YEAR ENDED 12/31/12
CLASS S	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,697,691		$	42,128,514			26,541,777		$	213,267,622
Reinvested		—			—			763,100			6,598,467
Repurchased		(7,117,603	)		(63,915,954	)		(29,704,876	)		(240,426,328	)

Total		(2,419,912	)	$	(21,787,440	)		(2,399,999	)	$	(20,560,239	)


CLASS I	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE PERIOD 3/15/12 (COMMENCEMENT OF OPERATIONS) TO 12/31/12
CLASS I	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,702,274		$	29,284,252			9,564,837		$	94,375,423
Reinvested		—			—			101,087			1,051,975
Repurchased		(405,963)			(4,428,393)			(502,442)			(4,825,504)

Total		2,296,311		$	24,855,859			9,163,482		$	90,601,894

Approximately 49% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

International Series

Notes to Financial Statements (continued)

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information


Ordinary income	$	7,434,130
Return of capital		663,452


Cost for federal income tax purposes	$	639,632,901
Unrealized appreciation		99,286,043
Unrealized depreciation		(60,254,961	)

Net unrealized appreciation	$	39,031,082

{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-6/13-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, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13
Actual	$1,000.00	$1,037.40	$5.35
Hypothetical (5% return before expenses)	$1,000.00	$1,019.54	$5.31

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.06%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year.

World Opportunities Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO

World Opportunities Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 97.4%

Consumer Discretionary - 13.8%
Automobiles - 2.2%
Toyota Motor Corp. (Japan)¹		2,526,400	$	152,387,002

Diversified Consumer Services - 0.8%
Anhanguera Educacional Participacoes S.A. (Brazil)		10,061,040		58,886,854

Hotels, Restaurants & Leisure - 2.4%
Accor S.A. (France)¹		4,899,120		172,206,727

Internet & Catalog Retail - 0.7%
Ocado Group plc (United Kingdom)*¹		11,067,360		50,212,841

Media - 4.4%
British Sky Broadcasting Group plc (United Kingdom)¹		15,070,270		181,551,850
ProsiebenSat.1 Media AG (Germany)¹		971,860		41,683,129
Societe Television Francaise 1 (France)¹		7,329,610		87,784,306


				311,019,285

Multiline Retail - 1.3%
Marks & Spencer Group plc (United Kingdom)¹		13,974,510		91,439,000

Textiles, Apparel & Luxury Goods - 2.0%
Adidas AG (Germany)¹		855,670		92,496,442
Burberry Group plc (United Kingdom)¹		2,189,510		45,043,945


				137,540,387


Total Consumer Discretionary				973,692,096


Consumer Staples - 19.6%
Beverages - 4.5%
Anheuser-Busch InBev N.V. (Belgium)¹		804,960		72,472,732
Carlsberg A/S - Class B (Denmark)¹		767,750		68,649,227
Cia de Bebidas das Americas (AmBev) - ADR (Brazil)		3,304,450		123,421,208
SABMiller plc (United Kingdom)¹		1,097,620		52,623,924


				317,167,091

Food & Staples Retailing - 6.6%
Carrefour S.A. (France)¹		5,026,155		138,051,022
Distribuidora Internacional de Alimentacion S.A. (Spain)¹		2,641,760		19,956,470
Koninklijke Ahold N.V. (Netherlands)¹		5,610,610		83,445,938
Tesco plc (United Kingdom)¹		43,309,300		218,098,990


				459,552,420

Food Products - 6.0%
Charoen Pokphand Foods PCL (Thailand)¹		50,300,860		41,648,596
Danone S.A. (France)¹		2,051,970		154,447,641
Nestle S.A. (Switzerland)¹		2,305,740		151,303,582
Unilever plc - ADR (United Kingdom)		1,833,250		74,154,964


				421,554,783

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

World Opportunities Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Personal Products - 0.8%
Beiersdorf AG (Germany)¹		646,756	$	56,337,958

Tobacco - 1.7%
Imperial Tobacco Group plc (United Kingdom)¹		2,191,940		76,005,142
Swedish Match AB (Sweden)¹		1,251,350		44,416,087


				120,421,229


Total Consumer Staples				1,375,033,481


Energy - 17.0%
Energy Equipment & Services - 7.5%
Cie Generale de Geophysique - Veritas (CGG - Veritas) (France)*¹		5,087,030		112,712,808
Petroleum Geo-Services ASA (Norway)¹		2,414,580		29,482,032
Schlumberger Ltd. (United States)		4,408,680		315,926,009
Trican Well Service Ltd. (Canada)		5,492,310		73,007,981


				531,128,830

Oil, Gas & Consumable Fuels - 9.5%
Cameco Corp. (Canada)		6,593,280		136,217,165
Encana Corp. (Canada)		10,326,510		174,931,079
Petroleo Brasileiro S.A. - ADR (Brazil)		7,771,850		113,935,321
Talisman Energy, Inc. (Canada)		17,790,140		202,987,240
Whitehaven Coal Ltd. (Australia)¹		18,790,150		39,534,331


				667,605,136


Total Energy				1,198,733,966


Financials - 3.9%
Commercial Banks - 1.6%
HSBC Holdings plc (United Kingdom)¹		10,619,200		109,932,202

Insurance - 1.4%
Admiral Group plc (United Kingdom)¹		4,921,290		99,134,836

Real Estate Investment Trusts (REITS) - 0.9%
Land Securities Group plc (United Kingdom)¹		4,864,580		65,335,302


Total Financials				274,402,340


Health Care - 8.2%
Health Care Equipment & Supplies - 3.1%
BioMerieux (France)¹		277,655		26,903,181
GN Store Nord A/S (Denmark)¹		1,832,180		34,601,786
Mindray Medical International Ltd. - ADR (China)		1,969,001		73,739,087
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)¹		39,112,000		42,611,962
Sonova Holding AG (Switzerland)¹		406,200		42,974,197


				220,830,213

Health Care Providers & Services - 1.7%
Life Healthcare Group Holdings Ltd. (South Africa)¹		11,016,850		41,785,230

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

World Opportunities Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services (continued)
Sonic Healthcare Ltd. (Australia)¹		5,459,810	$	74,173,211


				115,958,441

Life Sciences Tools & Services - 2.3%
Lonza Group AG (Switzerland)¹		813,071		61,092,131
QIAGEN N.V. (Netherlands)*¹		5,285,240		103,418,180


				164,510,311

Pharmaceuticals - 1.1%
Novo Nordisk A/S - Class B (Denmark)¹		479,850		74,598,655


Total Health Care				575,897,620


Industrials - 14.1%
Airlines - 3.0%
Ryanair Holdings plc - ADR (Ireland)		4,032,330		207,785,965

Commercial Services & Supplies - 0.5%
Aggreko plc (United Kingdom)¹		1,412,740		35,310,922

Electrical Equipment - 1.8%
Nexans S.A. (France)¹		1,217,530		57,773,299
Prysmian S.p.A. (Italy)¹		1,734,350		32,353,955
Schneider Electric S.A. (France)¹		493,513		35,842,036


				125,969,290

Industrial Conglomerates - 1.0%
Siemens AG (Germany)¹		723,060		73,219,221

Machinery - 3.1%
FANUC Corp. (Japan)¹		1,255,100		181,646,750
Westport Innovations, Inc. - ADR (Canada)*		1,081,790		36,272,419


				217,919,169

Marine - 1.4%
D/S Norden A/S (Denmark)¹		594,660		20,170,038
Diana Shipping, Inc. - ADR (Greece)		2,209,670		22,185,087
Mitsui OSK Lines Ltd. (Japan)*¹		4,905,058		19,061,722
Nippon Yusen Kabushiki Kaisha (Japan)¹		7,471,000		19,767,308
Pacific Basin Shipping Ltd. (Hong Kong)¹		34,197,086		19,331,163


				100,515,318

Professional Services - 1.2%
Adecco S.A. (Switzerland)¹		1,437,350		81,859,885

Trading Companies & Distributors - 1.6%
Brenntag AG (Germany)¹		725,820		110,318,694

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

World Opportunities Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Transportation Infrastructure - 0.5%
Groupe Eurotunnel S.A. (France)¹		4,854,990	$	36,917,002


Total Industrials				989,815,466


Information Technology - 7.7%
Internet Software & Services - 1.1%
Tencent Holdings Ltd. (China)¹		2,048,059		79,971,048

IT Services - 4.6%
Amdocs Ltd. - ADR (United States)		6,136,970		227,620,217
Cap Gemini S.A. (France)¹		1,127,660		54,760,921
Wirecard AG (Germany)¹		1,508,100		41,035,109

				323,416,247

Semiconductors & Semiconductor Equipment - 2.0%
Tokyo Electron Ltd. (Japan)¹		2,792,898		141,207,564


Total Information Technology				544,594,859


Materials - 9.4%
Chemicals - 3.3%
Johnson Matthey plc (United Kingdom)¹		1,920,290		76,725,552
Syngenta AG (Switzerland)¹		267,510		104,317,882
Umicore S.A. (Belgium)¹		1,291,790		53,641,066


				234,684,500

Construction Materials - 4.2%
CRH plc (Ireland)¹		9,341,880		189,559,056
Holcim Ltd. (Switzerland)¹		1,461,770		101,748,408


				291,307,464

Metals & Mining - 1.9%
Alumina Ltd. (Australia)*¹		60,863,360		54,166,887
Norsk Hydro ASA (Norway)¹		19,701,536		79,001,916


				133,168,803


Total Materials				659,160,767


Telecommunication Services - 3.7%
Diversified Telecommunication Services - 3.7%
Telenor ASA (Norway)¹		6,102,440		121,212,851
Vivendi S.A. (France)¹		5,266,730		99,812,520
Ziggo N.V. (Netherlands)¹		960,873		38,595,373


Total Telecommunication Services				259,620,744


TOTAL COMMON STOCKS
(Identified Cost $6,685,200,396)				6,850,951,339

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

World Opportunities Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 2.4%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.05%,
(Identified Cost $ 169,695,907)		169,695,907	$	169,695,907


TOTAL INVESTMENTS - 99.8%
(Identified Cost $ 6,854,896,303)				7,020,647,246
OTHER ASSETS, LESS LIABILITIES - 0.2%				12,330,633


NET ASSETS - 100%			$	7,032,977,879

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, 2013.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United Kingdom - 16.7%; France - 13.9%.

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

World Opportunities Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments, at value (identified cost $6,854,896,303) (Note 2)	$	7,020,647,246
Foreign currency (identified cost $5,296,043)		5,288,290
Cash		45,635
Dividends receivable		17,291,541
Receivable for fund shares sold		16,103,404
Foreign tax reclaims receivable		15,266,115
Prepaid expenses		48,730


TOTAL ASSETS		7,074,690,961


LIABILITIES:

Accrued management fees (Note 3)		5,884,210
Accrued transfer agent fees (Note 3)		328,081
Accrued fund accounting and administration fees (Note 3)		173,857
Accrued Chief Compliance Officer service fees (Note 3)		339
Payable for securities purchased		29,929,335
Payable for fund shares repurchased		4,622,031
Other payables and accrued expenses		775,229


TOTAL LIABILITIES		41,713,082


TOTAL NET ASSETS	$	7,032,977,879


NET ASSETS CONSIST OF:

Capital stock	$	8,743,688
Additional paid-in-capital		7,017,170,732
Undistributed net investment income		70,939,913
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(229,434,710	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		165,558,256


TOTAL NET ASSETS	$	7,032,977,879


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($7,032,977,879/874,368,794 shares)	$	8.04

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

World Opportunities Series

Statement of Operations

For the Six Months Ended June 30, 2013 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $13,780,216)	$	116,362,663


EXPENSES:

Management fees (Note 3)		36,035,098
Transfer agent fees (Note 3)		584,053
Fund accounting and administration fees (Note 3)		435,874
Directors’ fees (Note 3)		77,012
Chief Compliance Officer service fees (Note 3)		1,117
Custodian fees		645,087
Miscellaneous		592,611


Total Expenses		38,370,852


NET INVESTMENT INCOME		77,991,811


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

Net realized gain (loss) on- Investments		269,774,587
Foreign currency and translation of other assets and liabilities		(23,160,549	)


		246,614,038

Net change in unrealized appreciation (depreciation) on- Investments		(50,118,502	)
Foreign currency and translation of other assets and liabilities		(541,795	)


		(50,660,297	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		195,953,741


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	273,945,552

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 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	77,991,811		$	106,386,291
Net realized gain (loss) on investments and foreign currency		246,614,038			(348,977,392	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(50,660,297	)		1,366,512,686


Net increase from operations		273,945,552			1,123,921,585


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net investment income		—			(112,268,392	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(166,745,590	)		(52,904,127	)


Net increase in net assets		107,199,962			958,749,066

NET ASSETS:

Beginning of period		6,925,777,917			5,967,028,851


End of period (including undistributed net investment income of $70,939,913 and distribution in excess of net investment income $7,051,898, respectively)	$	7,032,977,879		$	6,925,777,917

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

World Opportunities Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/2013 (UNAUDITED)			FOR THE YEARS ENDED
	FOR THE SIX MONTHS ENDED 6/30/2013 (UNAUDITED)			12/31/12			12/31/11			12/31/10			12/31/09			12/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	7.75		$	6.63		$	8.61		$	8.12		$	5.88		$	10.07

Income (loss) from investment operations:
Net investment income		0.09	¹		0.12	¹		0.24	^1,2		0.07	¹		0.04	¹		0.10
Net realized and unrealized gain (loss) on investments		0.20			1.13			(1.64	)		0.67			2.26			(4.08	)

Total from investment operations		0.29			1.25			(1.40	)		0.74			2.30			(3.98	)

Less distributions to shareholders:
From net investment income		—			(0.13	)		(0.24	)		(0.07	)		(0.06	)		(0.03	)
From net realized gain on investments		—			—			(0.34	)		(0.18	)		—			(0.18	)

Total distributions to shareholders		—			(0.13	)		(0.58	)		(0.25	)		(0.06	)		(0.21	)

Net asset value - End of period	$	8.04		$	7.75		$	6.63		$	8.61		$	8.12		$	5.88


Net assets - End of period (000’s omitted)	$	7,032,978		$	6,925,778		$	5,967,029		$	6,455,426		$	4,917,459		$	1,340,057


Total return³		3.74	%		18.81	%		(16.14	%)		9.23	%		39.12	%		(40.07	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.06	%⁴		1.08	%		1.09	%		1.11	%		1.17	%		1.16	%
Net investment income		2.16	%⁴		1.64	%		2.84	%²		0.92	%		0.60	%		2.17	%
Portfolio turnover		25	%		45	%		52	%		39	%		42	%		34	%

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

		N/A			N/A			N/A			0.00	%⁵		0.00	%⁵		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 (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 located around the world.

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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	973,692,096	$	58,886,854	$	914,805,242	$	—
Consumer Staples		1,375,033,481		197,576,172		1,177,457,309		—
Energy		1,198,733,966		1,017,004,795		181,729,171		—
Financials		274,402,340		—		274,402,340		—
Health Care		575,897,620		73,739,087		502,158,533		—
Industrials		989,815,466		266,243,471		723,571,995		—
Information Technology		544,594,859		227,620,217		316,974,642		—
Materials		659,160,767		—		659,160,767		—
Telecommunication Services		259,620,744		—		259,620,744		—
Mutual fund		169,695,907		169,695,907		—		—

Total assets	$	7,020,647,246	$	2,010,766,503	$	5,009,880,743	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

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

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

Forward Foreign Currency Exchange Contracts

The following table presents the effect of the derivative instruments on the Statement of Operations at June 30, 2013:


STATEMENT OF OPERATIONS
Derivative
Foreign forward currency exchange contracts	Net realized gain (loss) on foreign currency transactions and translation of other assets and liabilities	$(21,675,107)

As of June 30, 2013, no investments in forward foreign currency exchange contracts were held by the Series.

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, 2013:


NAME OF ISSUER	VALUE AT 12/31/12		PURCHASE COST	SALES PROCEEDS		VALUE AT 6/30/13		SHARES HELD AT 6/30/13		DIVIDEND INCOME 1/1/13 THROUGH 6/30/13		NET REALIZED GAIN (LOSS) 1/1/13 THROUGH 6/30/13
Societe Television
Francaise 1 (France)*	$	125,993,897	$ —	$	37,614,345	$	87,784,306		7,329,610	$	6,447,289	$	(258,902	)

* Security was an affiliated company for the period January 1, 2013 - February 21, 2013. Amounts in the table include the six months ended June 30, 2013.

Federal Taxes

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

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.

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

World Opportunities 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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,736,445,828 and $1,867,260,469 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 6/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		129,097,927		$	1,050,961,846			251,477,784		$	1,826,327,603
Reinvested		—			—			12,218,471			93,720,261
Repurchased		(148,020,645	)		(1,217,707,436	)		(270,735,953	)		(1,972,951,991	)

Total		(18,922,718	)	$	(166,745,590	)		(7,039,698	)	$	(52,904,127	)

Approximately 2% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. In addition, one shareholder owned 134,830,977 shares (15.42% of shares outstanding) valued at $1,084,041,058. Investment activities of this shareholder may have a material effect on the Series.

6.	Line of Credit

The Series has entered into a $50 million credit facility (the “line of credit”) with Bank of New York Mellon. 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 $34,923 for the six months ended June 30, 2013, 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 six months ended June 30, 2013, the Series did not borrow under the line of credit. The line of credit has a termination date of June 6, 2014 and may be renewed annually.

7.	Financial Instruments

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

7.	Financial Instruments (continued)

8.	Foreign Securities

9.	Federal Income Tax Information

Ordinary income $112,268,392

As of December 31, 2012, the Series had no pre-enactment net capital losses and had post-enactment net short-term capital loss carryforwards of $175,264,492 and net long-term capital loss carryforwards of $232,315,543 respectively.

At June 30, 2013, 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	$	6,863,479,870
Unrealized appreciation		625,576,423
Unrealized depreciation		(468,409,047	)

Net unrealized appreciation	$	157,167,376

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 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

MNWOP-6/13-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, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13
Actual	$1,000.00	$ 980.70	$3.83
Hypothetical (5% return before expenses)	$1,000.00	$1,020.93	$3.91

*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 181/365 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, 2013

(unaudited)

LOGO

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

OHIO MUNICIPAL SECURITIES - 91.0%

Akron, Recreational Facilities Impt., Prerefunded Balance, G.O. Bond		6.500%		11/1/2015		Aa3	$	300,000	$	341,568
Akron, Various Purposes Impt., G.O. Bond		4.250%		12/1/2028		AA²		200,000		200,474
Allen East Local School District, Prerefunded Balance, G.O. Bond, AMBAC		4.300%		12/1/2017		WR³		285,000		301,288
American Municipal Power, Inc., Fremont Energy Center Project, Series B, Revenue Bond		5.000%		2/15/2019		A1		720,000		826,207
American Municipal Power, Inc., Prairie State Energy Campus Project, Series A, Revenue Bond, AGC		4.375%		2/15/2020		A1		100,000		110,232
Batavia Local School District, G.O. Bond, NATL		5.625%		12/1/2022		A2		200,000		227,668
Beaver Local School District, G.O. Bond		4.000%		12/1/2029		Aa2		230,000		225,110
Bedford Heights, Series A, G.O. Bond, AMBAC		5.650%		12/1/2014		Aa3		10,000		10,426
Brunswick, Limited Tax, Capital Impt., G.O. Bond		4.000%		12/1/2025		Aa2		100,000		105,046
Butler County, Water & Sewer, G.O. Bond		2.500%		12/1/2014		Aa1		100,000		102,956
Canal Winchester Local School District, G.O. Bond, AGM		4.250%		12/1/2027		Aa3		500,000		504,865
Canal Winchester Local School District, Prerefunded Balance, Series B, G.O. Bond, NATL		5.000%		12/1/2025		Aa3		1,355,000		1,470,202
Cincinnati City School District, Construction & Impt., Prerefunded Balance, G.O. Bond, AGM		5.000%		12/1/2020		Aa2		315,000		321,325
Cincinnati City School District, Construction & Impt., Prerefunded Balance, G.O. Bond, AGM		5.000%		12/1/2024		Aa2		500,000		510,040
Cincinnati City School District, Construction & Impt., Prerefunded Balance, G.O. Bond, AGM		5.000%		12/1/2031		Aa2		1,170,000		1,193,494
Cincinnati Water Systems, Series A, Revenue Bond		5.000%		12/1/2014		Aaa		200,000		213,400
Cincinnati Water Systems, Series A, Revenue Bond		5.000%		12/1/2018		Aaa		230,000		270,006
Cincinnati Water Systems, Series A, Revenue Bond		4.250%		12/1/2019		Aaa		200,000		227,992
Cincinnati Water Systems, Series A, Revenue Bond		5.000%		12/1/2036		Aaa		400,000		428,656
Cincinnati Water Systems, Water Utility Impt., Series A, Revenue Bond		5.000%		12/1/2037		Aaa		400,000		428,064
Cincinnati, Various Purposes Impt., Series A, G.O. Bond		2.000%		12/1/2014		Aa1		250,000		256,020
Cincinnati, Various Purposes Impt., Series B, G.O. Bond		1.500%		12/1/2014		Aa1		360,000		366,109
Cincinnati, Various Purposes Impt., Series B, G.O. Bond		4.250%		12/1/2026		Aa1		170,000		179,200
Cleveland Department of Public Utilities Division of Water, Series A, Revenue Bond		5.000%		1/1/2019		Aa2		235,000		273,462
Cleveland Department of Public Utilities Division of Water, Series W, Revenue Bond		4.000%		1/1/2014		Aa1		500,000		509,650
Cleveland Department of Public Utilities Division of Water, Series W, Revenue Bond		5.000%		1/1/2016		Aa1		150,000		165,495
Columbus City School District, Facilities Construction & Impt., G.O. Bond, AGM		4.250%		12/1/2032		Aa2		500,000		489,620
Columbus City School District, Facilities Construction & Impt., Prerefunded Balance, G.O. Bond, AGM		5.250%		12/1/2026		Aa2		250,000		267,590

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

OHIO MUNICIPAL SECURITIES (continued)

Columbus City School District, Facilities Construction & Impt., Prerefunded Balance, G.O. Bond, AGM		5.000%		12/1/2032		Aa2	$	300,000	$	320,040
Columbus, Limited Tax, Public Impt., Prerefunded Balance, Series 2, G.O. Bond		5.000%		7/1/2017		Aaa		250,000		261,613
Columbus, Limited Tax, Public Impt., Prerefunded Balance, Series 2, G.O. Bond		5.000%		7/1/2019		Aaa		895,000		936,573
Columbus, Various Purposes Impt., Series B, G.O. Bond		5.000%		9/1/2014		Aaa		400,000		422,340
Columbus, Various Purposes Impt., Series D, G.O. Bond		5.000%		12/15/2013		Aaa		100,000		102,224
Cuyahoga County, Limited Tax, Various Purposes Impt., Series A, G.O. Bond		4.000%		12/1/2018		Aa1		400,000		448,892
Delaware County, Public Impt., Series A, G.O. Bond		4.000%		12/1/2015		Aa1		250,000		270,473
Delaware County, Series B, G.O. Bond		4.000%		12/1/2015		Aa1		200,000		216,378
Eaton Community City School District, G.O. Bond, FGRNA		4.125%		12/1/2026		Aa2		500,000		503,590
Fairfield City School District, G.O. Bond		5.000%		12/1/2020		Aa3		200,000		233,894
Fairview Park City School District, Prerefunded Balance, G.O. Bond, NATL		5.000%		12/1/2029		Aa2		185,000		200,990
Fairview Park City School District, Prerefunded Balance, G.O. Bond, NATL		5.000%		12/1/2029		Aa2		130,000		141,289
Franklin County, Various Purposes Impt., G.O. Bond		5.000%		12/1/2027		Aaa		500,000		551,345
Gahanna, Public Impt., G.O. Bond, NATL		4.250%		12/1/2014		Aa1		100,000		105,499
Green, G.O. Bond		2.000%		12/1/2014		AA²		285,000		291,321
Greene County Water System, Revenue Bond		3.500%		12/1/2026		Aa2		300,000		294,990
Greene County Water System, Series A, Revenue Bond, NATL		5.250%		12/1/2020		Aa2		100,000		117,374
Hamilton County, Sewer Impt., Series A, Revenue Bond		3.750%		12/1/2015		Aa2		200,000		215,454
Hamilton County, Sewer Impt., Series A, Revenue Bond		5.000%		12/1/2020		Aa2		500,000		594,430
Hamilton County, Sewer Impt., Series A, Revenue Bond		5.000%		12/1/2032		Aa2		100,000		106,830
Hamilton Waterworks System, Series A, Revenue Bond, AGC		4.125%		10/15/2023		Aa3		120,000		126,709
Hamilton Waterworks System, Series A, Revenue Bond, AGC		4.625%		10/15/2029		Aa3		100,000		102,659
Hancock County, Various Purposes Impt., G.O. Bond, NATL		4.000%		12/1/2016		Aa2		200,000		214,204
Harrison, Various Purposes Impt., G.O. Bond, AGM		5.250%		12/1/2038		A1		275,000		297,209
Ironton City School District, Prerefunded Balance, G.O. Bond, NATL		4.250%		12/1/2028		Baa1		200,000		221,948
Ironton City School District, Unrefunded Balance, G.O. Bond, NATL		4.250%		12/1/2028		Baa1		300,000		297,312
Lakewood City School District, Prerefunded Balance, G.O. Bond, AGM		5.250%		12/1/2015		Aa2		225,000		240,730

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

OHIO MUNICIPAL SECURITIES (continued)

Lakewood City School District, Prerefunded Balance, G.O. Bond, AGM		5.250%		12/1/2019		Aa2	$	705,000	$	754,286
Lakewood, Water System, Revenue Bond, AMBAC		4.500%		7/1/2028		WR³		500,000		503,070
Licking Heights Local School District, Prerefunded Balance, G.O. Bond, FGIC		5.250%		12/1/2023		Aa2		1,140,000		1,192,189
Lima, Sewer Impt., Revenue Bond, AGM		4.300%		12/1/2029		A2		200,000		207,266
Loveland City School District, G.O. Bond, AGM		5.000%		12/1/2015		Aa2		300,000		330,249
Lucas County, Sewer & Water District Impt., G.O. Bond		4.100%		12/1/2027		AA²		100,000		103,937
Mahoning Valley Sanitary District, Revenue Bond, AGC		2.125%		12/1/2015		A3		100,000		103,232
Marion, Limited Tax, Various Purposes Impt., Series A, G.O. Bond, AGM		4.300%		12/1/2030		A2		100,000		103,468
Marysville, Sewer & Wastewater, Revenue Bond, AGC, XLCA		4.750%		12/1/2046		A3		180,000		179,719
Marysville, Various Purposes Impt., G.O. Bond		2.000%		12/1/2013		Aa3		155,000		155,980
Mason, Limited Tax, Various Purposes Impt., G.O. Bond		4.250%		12/1/2027		Aaa		925,000		952,380
Maumee City School District, Prerefunded Balance, G.O. Bond, AGM		4.600%		12/1/2031		A2		260,000		264,755
Mentor, Public Impt., G.O. Bond		2.000%		12/1/2014		Aa1		200,000		204,302
Miami County, Various Purposes Impt., G.O. Bond		2.000%		12/1/2013		Aa2		300,000		301,713
Miamisburg City School District, G.O. Bond		5.000%		12/1/2033		Aa2		250,000		265,540
Middletown, Various Purposes Impt., G.O. Bond, AGM		4.500%		12/1/2018		Aa2		100,000		113,346
Middletown, Various Purposes Impt., G.O. Bond, AGM		5.000%		12/1/2021		Aa2		230,000		260,834
Mount Healthy City School District, G.O. Bond, AGM		5.000%		12/1/2031		A1		200,000		213,466
Muskingum County, Limited Tax, Various Purposes Impt., G.O. Bond, AGC		4.300%		12/1/2028		Aa3		145,000		150,351
North Royalton, Various Purposes Impt., G.O. Bond		5.250%		12/1/2028		Aa2		1,025,000		1,126,629
Northeast Ohio Regional Sewer District, Revenue Bond		5.000%		11/15/2021		Aa1		750,000		890,730
Ohio State Water Development Authority, Fresh Water, Prerefunded Balance, Revenue Bond		5.250%		12/1/2017		AAA²		270,000		282,361
Ohio State Water Development Authority, Fresh Water, Revenue Bond		5.500%		12/1/2018		Aaa		100,000		120,210
Ohio State Water Development Authority, Fresh Water, Revenue Bond		5.500%		12/1/2021		Aaa		125,000		154,943
Ohio State Water Development Authority, Pollution Control, Revenue Bond		5.250%		12/1/2015		Aaa		200,000		222,234
Ohio State Water Development Authority, Pollution Control, Series C, Revenue Bond		3.000%		12/1/2021		Aaa		300,000		312,969
Ohio State Water Development Authority, Pure Water, Prerefunded Balance, Series I, Revenue Bond, AMBAC		6.000%		12/1/2016		Aaa		25,000		27,186

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

OHIO MUNICIPAL SECURITIES (continued)

Ohio State Water Development Authority, Revenue Bond		5.000%		6/1/2018		Aaa	$	350,000	$	407,753
Ohio State Water Development Authority, Series A, Revenue Bond		5.000%		6/1/2018		Aaa		100,000		116,501
Ohio State Water Development Authority, Water Utility Impt., Prerefunded Balance, Revenue Bond		5.000%		12/1/2023		AAA²		575,000		624,697
Ohio State Water Development Authority, Water Utility Impt., Prerefunded Balance, Revenue Bond, NATL		5.000%		12/1/2030		Aa1		180,000		183,598
Ohio State, Conservation Project, Series A, G.O. Bond		5.000%		9/1/2013		Aa1		350,000		352,919
Ohio State, Public Impt., Series A, G.O. Bond		5.000%		2/1/2014		Aa1		250,000		257,085
Ohio State, School Impt., Prerefunded Balance, Series A, G.O. Bond		5.000%		6/15/2015		Aa1		300,000		313,650
Ohio State, Series A, G.O. Bond		5.000%		9/15/2021		Aa1		500,000		597,945
Olentangy Local School District, Series A, G.O. Bond, AGM		4.500%		12/1/2032		Aa1		800,000		816,000
Otsego Local School District, Prerefunded Balance, G.O. Bond, AGM		4.300%		12/1/2016		Aa3		100,000		105,715
Princeton City School District, Prerefunded Balance, G.O. Bond, NATL		5.000%		12/1/2030		AA²		200,000		204,016
South Range Local School District, G.O. Bond, XLCA		4.500%		12/1/2035		A²		225,000		220,939
Springboro, Limited Tax, Public Impt., G.O. Bond		3.250%		12/1/2014		Aa1		100,000		104,079
Springboro, Limited Tax, Public Impt., G.O. Bond		5.000%		12/1/2019		Aa1		100,000		114,715
Springboro, Sewer System, Revenue Bond		4.000%		6/1/2018		Aa3		100,000		110,019
Summit County, Various Purposes Impt., Series R, G.O. Bond, FGRNA		5.500%		12/1/2019		Aa1		100,000		119,509
Sylvania City School District, G.O. Bond, AGC		5.000%		12/1/2025		Aa2		270,000		293,555
Sylvania, Public Impt., G.O. Bond		2.000%		12/1/2014		AA²		300,000		306,237
Symmes Township, Limited Tax, Parkland Acquisition & Impt., G.O. Bond		5.250%		12/1/2037		Aa1		100,000		108,964
Talawanda School District, Prerefunded Balance, G.O. Bond, AMBAC		5.000%		12/1/2021		Aa2		200,000		208,772
Tallmadge, G.O. Bond		4.250%		12/1/2030		Aa2		180,000		194,089
Toledo Water System, Revenue Bond		5.000%		11/15/2018		Aa3		500,000		581,595
Toledo, Limited Tax, Capital Impt., G.O. Bond		3.375%		12/1/2028		A2		200,000		179,762
Twinsburg City School District, G.O. Bond, FGRNA		5.000%		12/1/2018		Aa2		100,000		105,945
Vandalia, G.O. Bond, AMBAC		5.000%		12/1/2015		Aa2		235,000		248,935
Wadsworth City School District, G.O. Bond, AGC		5.000%		12/1/2037		AA²		180,000		186,710
Warren, Limited Tax, G.O. Bond, AGM		3.250%		12/1/2032		A1		285,000		251,367
West Chester Township, Public Impt., G.O. Bond, NATL		4.000%		12/1/2013		Aaa		100,000		101,596

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)

COUPON
RATE

MATURITY
DATE

CREDIT
RATING¹
(UNAUDITED)

         PRINCIPAL
          AMOUNT/
         SHARES

VALUE

(NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)

Wood County, G.O. Bond

5.400%

12/1/2013

Aa2

5,000

5,018

TOTAL MUNICIPAL BONDS

(Identified Cost $35,048,835)

35,281,505

SHORT-TERM INVESTMENT - 7.4%

Dreyfus AMT - Free Municipal Reserves - Class R

(Identified Cost $2,869,973)

2,869,973

2,869,973

TOTAL INVESTMENTS - 98.4%

(Identified Cost $37,918,808)

38,151,478

OTHER ASSETS, LESS LIABILITIES - 1.6%

631,795

NET ASSETS - 100%

38,783,273

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, 2013, there is no rating available (unaudited).

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in bonds insured by the following companies: AGM - 19.5%; NATL - 10.9%.

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

Ohio Tax Exempt Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments (identified cost $37,918,808) (Note 2)	$	38,151,478
Receivable for securities sold		1,037,929
Interest receivable		211,695
Receivable for fund shares sold		16,969
Prepaid expenses		113


TOTAL ASSETS		39,418,184


LIABILITIES:

Accrued management fees (Note 3)		16,036
Accrued fund accounting and administration fees (Note 3)		6,670
Accrued transfer agent fees (Note 3)		446
Accrued Chief Compliance Officer service fees (Note 3)		340
Payable for securities purchased		588,225
Other payables and accrued expenses		23,194


TOTAL LIABILITIES		634,911


TOTAL NET ASSETS	$	38,783,273


NET ASSETS CONSIST OF:

Capital stock	$	36,369
Additional paid-in-capital		38,150,882
Undistributed net investment income		76,799
Accumulated net realized gain on investments		286,553
Net unrealized appreciation on investments		232,670


TOTAL NET ASSETS	$	38,783,273


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($38,783,273/3,636,943 shares)	$	10.66

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, 2013 (unaudited)


INVESTMENT INCOME:

Interest	$	432,120
Dividends		2


Total Investment Income		432,122


EXPENSES:

Management fees (Note 3)		97,094
Fund accounting and administration fees (Note 3)		24,255
Transfer agent fees (Note 3)		1,234
Chief Compliance Officer service fees (Note 3)		1,117
Directors’ fees (Note 3)		453
Audit fees		14,674
Custodian fees		991
Miscellaneous		11,796


Total Expenses		151,614


NET INVESTMENT INCOME		280,508


UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		286,375
Net change in unrealized appreciation (depreciation) on investments		(1,323,603	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(1,037,228	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(756,720	)

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 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	280,508		$	560,640
Net realized gain on investments		286,375			6,693
Net change in unrealized appreciation (depreciation) on investments		(1,323,603	)		605,489


Net increase (decrease) from operations		(756,720	)		1,172,822


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(216,838	)		(605,183	)
From net realized gain on investments		—			(5,319	)


Total distributions to shareholders		(216,838	)		(610,502	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		1,007,878			510,706


Net increase in net assets		34,320			1,073,026

NET ASSETS:

Beginning of period		38,748,953			37,675,927


End of period (including undistributed net investment income of $76,799 and $13,129, respectively)	$	38,783,273		$	38,748,953

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

Ohio Tax Exempt Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE YEARS ENDED
	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			12/31/12			12/31/11			12/31/10			12/31/09			12/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.93		$	10.77		$	10.30		$	10.62		$	9.82		$	10.43

Income (loss) from investment operations:
Net investment income		0.08	¹		0.16	¹		0.26	¹		0.35	¹		0.36	¹		0.38
Net realized and unrealized gain (loss) on investments		(0.29	)		0.17			0.62			(0.33	)		0.91			(0.57	)


Total from investment operations		(0.21	)		0.33			0.88			0.02			1.27			(0.19	)


Less distributions to shareholders:
From net investment income		(0.06	)		(0.17	)		(0.25	)		(0.34	)		(0.37	)		(0.36	)
From net realized gain on investments		—			—	²		(0.16	)		—			(0.10	)		(0.06	)


Total distributions to shareholders		(0.06	)		(0.17	)		(0.41	)		(0.34	)		(0.47	)		(0.42	)


Net asset value - End of period	$	10.66		$	10.93		$	10.77		$	10.30		$	10.62		$	9.82


Net assets - End of period (000’s omitted)	$	38,783		$	38,749		$	37,676		$	34,370		$	24,875		$	20,844


Total return³		(1.93	%)		3.09	%		8.65	%		0.14	%		13.09	%		(1.74	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.78	%⁴		0.76	%		0.80	%		0.85	%		0.85	%		0.85	%
Net investment income		1.44	%⁴		1.45	%		2.41	%		3.25	%		3.39	%		3.58	%
Portfolio turnover		11	%		9	%		60	%		0	%⁵		11	%		15	%

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

		N/A			N/A			N/A			0.00	%⁶		0.03	%		0.01	%

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.

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, 2013 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)	$	35,281,505	$	—	$	35,281,505	$	—
Mutual fund		2,869,973		2,869,973		—		—

Total assets	$	38,151,478	$	2,869,973	$	35,281,505	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

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, 2009 through December 31, 2012. 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, 2014, to waive its management 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, 2013. 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.

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

4.	Purchases and Sales of Securities

For the six months ended June 30, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $4,125,759 and $4,521,994 respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Ohio Tax Exempt Series were:


	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		209,107		$	2,281,815			391,877		$	4,283,787
Reinvested		19,567			211,605			54,363			592,114
Repurchased		(136,244	)		(1,485,542	)		(399,797	)		(4,365,195	)

Total		92,430		$	1,007,878			46,443		$	510,706

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

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.


Ordinary income	$	5,319
Tax exempt income		605,183

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)

At June 30, 2013, 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	$	37,918,808
Unrealized appreciation		574,852
Unrealized depreciation		(342,182	)

Net unrealized appreciation	$	232,670

{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 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

MNOTE-6/13-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, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13
Actual	$1,000.00	$ 983.20	$2.80
Hypothetical (5% return before expenses)	$1,000.00	$1,021.97	$2.86

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.57%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.

Diversified Tax Exempt Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO


Credit Quality Ratings^2,3
Aaa			16.9%
Aa			55.3%
A			18.9%
Baa			2.0%
Unrated investments			0.5%
Cash, short-term investment, and other assets, less liabilities			6.4%
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.


Top Ten States⁴
Texas			7.2%
Washington			6.5%
Georgia			6.1%
Florida			6.0%
Tennessee			5.4%
Nebraska			4.9%
South Carolina			4.8%
Virginia			4.6%
Indiana			4.4%
North Carolina			4.4%
⁴As a percentage of total investments.

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS - 93.6%

ALABAMA - 0.2%

Fort Payne Waterworks Board, Revenue Bond, AMBAC		3.500%		7/1/2015		WR²	$	665,000	$	665,173


ALASKA - 0.2%

Alaska Municipal Bond Bank Authority, Series 2, Revenue Bond		5.000%		9/1/2022		Aa2		500,000		581,250


ARIZONA - 2.1%

Pima County Sewer System, Series B, Revenue Bond		5.000%		7/1/2020		A³		1,400,000		1,631,574
Salt River Project Agricultural Improvement & Power District, Series B, Revenue Bond		4.000%		1/1/2018		Aa1		1,000,000		1,109,510
Salt River Project Agricultural Improvement & Power District, Series B, Revenue Bond		5.000%		12/1/2020		Aa1		400,000		478,264
Salt River Project Agricultural Impt. & Power District, Series A, Revenue Bond		5.000%		1/1/2035		Aa1		1,700,000		1,794,622
Tucson Water Systems, Revenue Bond, NATL		4.000%		7/1/2016		Aa2		1,000,000		1,086,680
Yavapai County Industrial Development Authority, Northern Arizona Healthcare System, Revenue Bond		5.000%		10/1/2020		AA³		460,000		537,045

										6,637,695


ARKANSAS - 1.0%

Arkansas State, G.O. Bond		4.000%		8/1/2014		Aa1		2,340,000		2,436,291
El Dorado Water & Sewer Revenue, Water Utility Impt., Revenue Bond		3.000%		10/1/2030		A1		870,000		756,726

										3,193,017


COLORADO - 3.0%

Boulder Water & Sewer, Revenue Bond		5.000%		12/1/2019		Aa1		1,500,000		1,796,595
Colorado Springs Utilities System, Series C-1, Revenue Bond		5.000%		11/15/2019		Aa2		2,435,000		2,869,745
Colorado Water Resources & Power Development Authority, Water Resource, Series D, Revenue Bond, AGM		4.375%	��	8/1/2035		Aa2		1,420,000		1,421,221
Denver Wastewater Management Division Department of Public Works, Revenue Bond		4.000%		11/1/2020		Aa2		1,500,000		1,695,990
Platte River Power Authority, Series GG, Revenue Bond, AGM		5.000%		6/1/2018		Aa2		1,210,000		1,404,048

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

COLORADO (continued)

Southlands Metropolitan District No. 1, Water Utility Impt., Prerefunded Balance, G.O. Bond		7.125%		12/1/2034		AA³	$	500,000	$	548,210

										9,735,809


CONNECTICUT - 0.1%

Connecticut Municipal Electric Energy Cooperative, Series A, Revenue Bond		4.000%		1/1/2017		Aa3		420,000		459,526


DELAWARE - 1.3%

Delaware State, Public Impt., G.O. Bond		5.000%		3/1/2014		Aaa		1,000,000		1,032,480
Delaware State, Public Impt., G.O. Bond		5.000%		3/1/2015		Aaa		1,710,000		1,840,199
New Castle County, Public Impt., Series A, G.O. Bond		4.250%		7/15/2026		Aaa		1,265,000		1,361,292

										4,233,971


DISTRICT OF COLUMBIA - 1.2%

District of Columbia Water & Sewer Authority, Water Utility Impt., Revenue Bond, AGM		6.000%		10/1/2014		Aa2		1,500,000		1,606,800
District of Columbia, Public Impt., Prerefunded Balance, Series A, G.O. Bond, AMBAC		5.000%		6/1/2017		Aa2		2,000,000		2,172,460

										3,779,260


FLORIDA - 6.0%

Cape Coral, Water Utility Impt., Special Assessment, NATL		4.500%		7/1/2021		A2		1,805,000		1,887,109
Daytona Beach Utility System, Revenue Bond, AGM		5.000%		11/1/2019		A2		1,010,000		1,173,893
Florida State Department of Transportation, Series B, G.O. Bond		6.375%		7/1/2014		Aa1		1,000,000		1,061,640
Fort Lauderdale, Water & Sewer, Revenue Bond		5.000%		9/1/2020		Aa1		1,545,000		1,832,478
JEA Electric System, Series B, Revenue Bond		5.000%		10/1/2015		Aa3		1,000,000		1,093,680
JEA Electric System, Series B, Revenue Bond		5.000%		10/1/2019		Aa3		1,500,000		1,752,375
JEA Electric System, Series C, Revenue Bond		3.000%		10/1/2017		Aa3		1,085,000		1,155,004
Miami-Dade County, Water & Sewer System, Series C, Revenue Bond, BHAC		5.000%		10/1/2015		Aa1		700,000		766,318
Orlando Utilities Commission, Prerefunded Balance, Revenue Bond		5.250%		10/1/2014		Aa2		650,000		690,547
Orlando Utilities Commission, Revenue Bond		5.000%		10/1/2019		Aa2		740,000		823,250
Orlando Utilities Commission, Series A, Revenue Bond		4.000%		10/1/2017		Aa2		400,000		445,340
Orlando Utilities Commission, Series B, Revenue Bond		5.000%		10/1/2018		Aa2		1,175,000		1,375,197

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

FLORIDA (continued)

Orlando Utilities Commission, Series C, Revenue Bond		5.000%		10/1/2016		Aa2	$	1,000,000	$	1,129,620
Palm Beach County, FPL Reclaimed Water Project, Revenue Bond		5.000%		10/1/2040		Aaa		1,020,000		1,086,963
Panama City Beach, Water Utility Impt., Revenue Bond, AGC		5.000%		6/1/2039		AA³		1,000,000		1,038,890
Tampa Bay Water Utility System, Revenue Bond		5.000%		10/1/2038		Aa2		1,000,000		1,056,230
Tampa, Baycare Health System, Revenue Bond		5.000%		11/15/2018		Aa2		500,000		574,910
Winter Park, Water Utility Impt., Revenue Bond		5.000%		12/1/2034		Aa2		250,000		260,865

										19,204,309


GEORGIA - 6.1%

Atlanta, Water & Wastewater, Revenue Bond, AGM		5.000%		11/1/2043		A1		1,500,000		1,513,980
Augusta Water & Sewer, Revenue Bond, AGM		5.000%		10/1/2016		Aa3		1,050,000		1,184,295
Augusta Water & Sewer, Water Utility Impt., Revenue Bond		4.000%		10/1/2028		A1		1,000,000		1,001,490
Catoosa County School District, School Impt., G.O. Bond		4.000%		8/1/2014		AA³		1,000,000		1,041,130
Cobb County, Water Utility Impt., Revenue Bond		4.250%		7/1/2028		Aaa		1,000,000		1,069,960
Dekalb County, Water & Sewer, Series A, Revenue Bond		5.000%		10/1/2018		Aa3		1,585,000		1,841,152
DeKalb County, Water & Sewer, Series A, Revenue Bond		5.000%		10/1/2035		Aa2		1,000,000		1,007,910
Fulton County Water & Sewer, Revenue Bond		5.000%		1/1/2017		Aa3		1,000,000		1,132,010
Fulton County Water & Sewer, Revenue Bond		5.000%		1/1/2019		Aa3		1,200,000		1,398,456
Fulton County, Water Utility Impt., Prerefunded Balance, Revenue Bond, FGRNA		5.000%		1/1/2035		Aa3		1,000,000		1,024,010
Georgia State, Public Impt., Series D, G.O. Bond		5.000%		7/1/2013		Aaa		1,100,000		1,100,440
Gwinnett County Water & Sewerage Authority, Water Utility Impt., Series A, Revenue Bond		4.000%		8/1/2028		Aaa		1,000,000		1,032,180
Madison, Water & Sewer, Revenue Bond, AMBAC		4.625%		7/1/2030		WR²		1,000,000		1,092,440
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.250%		1/1/2019		A2		1,500,000		1,751,370
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.250%		1/1/2019		A2		500,000		583,790
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.000%		11/1/2019		A1		485,000		564,637
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.000%		11/1/2020		A1		1,000,000		1,178,170

										19,517,420

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

HAWAII - 1.6%

Hawaii State, Series DB, G.O. Bond, NATL		5.250%		9/1/2013		Aa2	$	875,000	$	882,709
Hawaii State, Series DG, G.O. Bond, AMBAC		5.000%		7/1/2014		Aa2		500,000		524,060
Hawaii State, Series DT, G.O. Bond		5.000%		11/1/2014		Aa2		550,000		584,733
Honolulu County, Sewer Impt., Series A, Revenue Bond, FGRNA		5.000%		7/1/2035		Aa2		500,000		525,850
Honolulu County, Sewer Impt., Series B, Revenue Bond		5.000%		7/1/2020		Aa2		820,000		977,473
Honolulu County, Sewer Impt., Series B, Revenue Bond		3.000%		7/1/2024		Aa2		1,000,000		983,850
Honolulu County, Water Utility Impt., Prerefunded Balance, G.O. Bond, FGIC		6.000%		12/1/2014		Aa1		750,000		809,993

										5,288,668


ILLINOIS - 0.3%

Springfield, Electric Light & Power Impt., Revenue Bond, NATL		5.000%		3/1/2035		A3		1,000,000		1,000,430


INDIANA - 4.3%

Avon Community School Building Corp., Revenue Bond, AMBAC		4.250%		7/15/2018		A³		1,450,000		1,579,891
Avon Community School Building Corp., Revenue Bond, AMBAC		4.750%		1/15/2032		A³		1,015,000		1,028,012
Fort Wayne Sewage Works, Sewer Impt., Series B, Revenue Bond		2.000%		8/1/2022		Aa3		1,125,000		1,025,921
Fort Wayne Waterworks, Water Utility Impt., Revenue Bond		2.000%		12/1/2020		Aa3		745,000		714,656
Indiana Finance Authority, Beacon Health System, Series A, Revenue Bond		5.000%		8/15/2017		AA³		500,000		569,055
Indiana Municipal Power Agency, Series A, Revenue Bond, NATL		5.000%		1/1/2042		A1		1,000,000		1,015,270
Indiana Transportation Finance Authority, Highway Impt., Prerefunded Balance, Series A, Revenue Bond, FGIC		5.250%		6/1/2026		Aa1		1,380,000		1,443,176
Indianapolis Local Public Impt. Bond Bank, Waterworks Project, Series A, Revenue Bond, AGC		5.500%		1/1/2038		A2		1,000,000		1,066,370
Lafayette, Sewage Works, Revenue Bond		4.000%		7/1/2017		AA³		500,000		550,410
Lafayette, Sewer Impt., Revenue Bond		3.000%		1/1/2017		AA³		470,000		496,818
Lafayette, Sewer Impt., Revenue Bond		3.000%		7/1/2018		AA³		475,000		503,248
Plainfield Sewage Works, Series A, Revenue Bond		4.650%		1/1/2027		AA³		645,000		669,355

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

INDIANA (continued)

Shelbyville Central Renovation School Building Corp., Revenue Bond, NATL		5.000%		7/15/2018		Baa1	$	3,000,000	$	3,216,390

										13,878,572


IOWA - 2.0%

Cedar Rapids, Series E, G.O. Bond		3.000%		6/1/2014		Aaa		1,000,000		1,025,030
Des Moines Waterworks Board, Series B, Revenue Bond		3.000%		12/1/2025		Aa1		1,000,000		980,950
Dubuque, Series D, Revenue Bond		4.000%		6/1/2030		Aa3		470,000		466,560
Linn-Mar Community School District, School Impt., Revenue Bond		4.625%		7/1/2029		A2		1,000,000		1,068,730
Polk County, Public Impt., Series C, G.O. Bond		4.000%		6/1/2017		Aaa		995,000		1,027,566
Sioux City, Public Impt., Series A, G.O. Bond		2.000%		6/1/2014		Aa1		940,000		954,777
West Des Moines, Series B, G.O. Bond		2.000%		6/1/2014		AAA³		1,000,000		1,016,660

										6,540,273


KANSAS - 0.7%

Johnson County Water District No. 1, Revenue Bond		3.250%		12/1/2030		Aaa		1,000,000		911,220
Kansas Development Finance Authority, Series D, Revenue Bond		5.000%		11/15/2020		Aa3		500,000		568,350
Topeka Combined Utility Revenue, Series A, Revenue Bond		4.000%		8/1/2019		Aa3		845,000		936,015

										2,415,585


LOUISIANA - 0.6%

Caddo Parish Parishwide School District, Prerefunded Balance, G.O. Bond, NATL		4.350%		3/1/2026		Aa2		660,000		702,636
Caddo Parish Parishwide School District, Prerefunded Balance, G.O. Bond, NATL		4.375%		3/1/2027		Aa2		1,090,000		1,160,872

										1,863,508


MAINE - 0.5%

Falmouth, School Impt., G.O. Bond		2.000%		11/15/2014		Aa1		1,000,000		1,022,180
Maine Municipal Bond Bank, Various Purposes Impt., Series E, Revenue Bond		4.000%		11/1/2021		Aa2		570,000		632,706

										1,654,886


MARYLAND - 1.6%

Frederick County, Series C, G.O. Bond		4.000%		12/1/2014		Aa1		1,410,000		1,484,392

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

MARYLAND (continued)

Maryland Health & Higher Educational Facilities Authority, Revenue Bond		5.000%		7/1/2019		A2	$	500,000	$	570,540
Maryland State, Public Impt., Prerefunded Balance, Second Series, G.O. Bond		5.000%		8/1/2015		Aaa		1,000,000		1,004,350
Maryland State, Public Impt., Second Series, G.O. Bond		5.000%		7/15/2014		Aaa		1,000,000		1,050,120
Prince George’s County, Public Impt., Series A, G.O. Bond		4.000%		9/15/2014		Aaa		550,000		575,097
Prince George’s County, School Impt., G.O. Bond		5.500%		10/1/2013		Aaa		400,000		405,492

										5,089,991


MASSACHUSETTS - 3.7%

Boston Water & Sewer Commission, Series A, Revenue Bond		5.000%		11/1/2031		Aa1		1,000,000		1,095,320
Boston, Public Impt., Series A, G.O. Bond		5.000%		1/1/2015		Aaa		500,000		534,315
Commonwealth of Massachusetts, Prerefunded Balance, Series D, G.O. Bond, AGM		5.000%		12/1/2023		Aa1		1,000,000		1,066,980
Commonwealth of Massachusetts, Public Impt., Prerefunded Balance, Series A, G.O. Bond, AGM		5.000%		3/1/2021		Aa1		500,000		537,715
Commonwealth of Massachusetts, Public Impt., Series C, G.O. Bond		5.000%		9/1/2013		Aa1		1,790,000		1,805,018
Commonwealth of Massachusetts, Public Impt., Series D, G.O. Bond, NATL		6.000%		11/1/2013		Aa1		520,000		530,260
Commonwealth of Massachusetts, Series B, G.O. Bond		4.000%		7/1/2013		Aa1		590,000		590,189
Commonwealth of Massachusetts, Series B, G.O. Bond		3.000%		7/1/2013		Aa1		500,000		500,115
Commonwealth of Massachusetts, Series D, G.O. Bond		5.250%		10/1/2014		Aa1		1,000,000		1,061,920
Hanover, Public Impt., G.O. Bond		3.000%		5/15/2015		Aa2		910,000		950,486
Massachusetts Health & Educational Facilities Authority, Series G, Revenue Bond		5.000%		7/1/2018		Aa2		600,000		673,938
Massachusetts Municipal Wholesale Electric Co., Series A, Revenue Bond		5.000%		7/1/2015		A³		500,000		541,760
Massachusetts Water Resources Authority, Series A, Revenue Bond, AGM		4.375%		8/1/2032		Aa1		2,000,000		2,038,880

										11,926,896


MINNESOTA - 1.3%

Hennepin County, Series B, G.O. Bond		4.000%		12/1/2014		Aaa		1,000,000		1,052,910
Minnesota State, Public Impt., Prerefunded Balance, G.O. Bond		5.000%		8/1/2013		Aa1		2,000,000		2,008,620

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

MINNESOTA (continued)

Minnesota State, Series C, G.O. Bond		5.000%		8/1/2014		Aa1	$	1,000,000	$	1,052,050
Western Minnesota Municipal Power Agency, Prerefunded Balance, Revenue Bond		6.625%		1/1/2016		Aaa		95,000		103,651

										4,217,231


MISSOURI - 3.6%

Columbia, Electric Light & Power Impt., Series A, Revenue Bond		5.000%		10/1/2013		AA³		1,000,000		1,012,200
Columbia, Water Utility Impt., Series A, Revenue Bond		4.125%		10/1/2033		AA³		995,000		1,017,606
Kansas City, Sanitary Sewer System, Revenue Bond		4.000%		1/1/2017		Aa2		2,155,000		2,366,362
Kansas City, Sanitary Sewer System, Series A, Revenue Bond		2.000%		1/1/2018		Aa2		2,425,000		2,477,671
Metropolitan St. Louis Sewer District, Series B, Revenue Bond		5.000%		5/1/2033		Aa1		940,000		1,031,396
Missouri Joint Municipal Electric Utility Commission, Series A, Revenue Bond, AMBAC		5.000%		1/1/2021		A3		1,535,000		1,695,760
Missouri State, Series A, G.O. Bond		5.000%		10/1/2014		Aaa		830,000		879,493
Springfield, Electric Light & Power Impt., Revenue Bond, FGRNA		4.750%		8/1/2031		Aa3		1,015,000		1,055,093

										11,535,581


NEBRASKA - 4.9%

Lincoln Electric System, Revenue Bond		5.000%		9/1/2021		AA³		2,000,000		2,381,100
Municipal Energy Agency of Nebraska, Series A, Revenue Bond		5.000%		4/1/2018		A2		630,000		724,254
Nebraska Public Power District, Series A, Revenue Bond		5.000%		1/1/2019		A1		500,000		580,415
Nebraska Public Power District, Series B, Revenue Bond		3.000%		1/1/2016		A1		905,000		951,110
Nebraska Public Power District, Series B, Revenue Bond		5.000%		1/1/2019		A1		600,000		681,390
Nebraska Public Power District, Series B, Revenue Bond		5.000%		1/1/2020		A1		1,000,000		1,164,970
Nebraska Public Power District, Series C, Revenue Bond		5.000%		1/1/2018		A1		2,160,000		2,484,302
Omaha Metropolitan Utilities District, Series A, Revenue Bond, AGM		4.375%		12/1/2031		A1		2,640,000		2,649,504
Omaha Public Power District, Series AA, Revenue Bond, FGRNA		4.500%		2/1/2034		Aa2		1,950,000		1,950,527
Omaha Public Power District, Series B, Revenue Bond		3.000%		2/1/2018		Aa1		600,000		639,660

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

NEBRASKA (continued)

Omaha Public Power District, Series C, Revenue Bond		5.000%		2/1/2019		Aa1	$	1,265,000	$	1,483,288

										15,690,520


NEW HAMPSHIRE - 1.4%

New Hampshire State, Public Impt., Series B, G.O. Bond		5.000%		2/1/2015		Aa1		2,000,000		2,143,420
New Hampshire State, Series A, G.O. Bond, NATL		5.000%		10/15/2014		Aa1		1,500,000		1,591,485
Portsmouth, Public Impt., G.O. Bond		2.500%		5/15/2015		Aa1		820,000		847,306

										4,582,211


NEW JERSEY - 0.1%

New Jersey Health Care Facilities Financing Authority, Kennedy Health System, Revenue Bond		2.000%		7/1/2018		A3		455,000		454,468


NEW MEXICO - 0.3%

Santa Fe County, Public Impt., G.O. Bond		2.500%		7/1/2013		Aaa		915,000		915,174


NEW YORK - 1.6%

New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		5.750%		6/15/2040		Aa1		2,590,000		2,918,982
New York State Dormitory Authority, Series 1, Revenue Bond		4.000%		7/1/2020		Aa3		420,000		467,128
New York State Power Authority, Series A, Revenue Bond, NATL		4.500%		11/15/2047		Aa2		1,000,000		1,005,090
New York State Thruway Authority, Highway Impt., Series H, Revenue Bond, NATL		5.000%		1/1/2017		A1		600,000		675,456

										5,066,656


NORTH CAROLINA - 4.3%

Charlotte, G.O. Bond		5.000%		8/1/2014		Aaa		750,000		789,037
Charlotte, Water & Sewer, Revenue Bond		5.000%		12/1/2020		Aaa		1,400,000		1,691,018
Charlotte, Water & Sewer, Revenue Bond		5.000%		7/1/2038		Aaa		1,000,000		1,063,690
Charlotte, Water & Sewer, Series B, Revenue Bond		4.625%		7/1/2039		Aaa		1,000,000		1,043,460
Charlotte-Mecklenburg Hospital Authority, Series A, Revenue Bond		5.000%		1/15/2017		Aa3		415,000		467,236
Concord, Utilities Systems, Revenue Bond, AGC		4.000%		12/1/2017		Aa2		880,000		981,605
Forsyth County, G.O. Bond		3.000%		3/1/2015		Aaa		1,000,000		1,042,450
Gaston County, School Impt., G.O. Bond, AGM		5.000%		4/1/2014		Aa2		1,000,000		1,035,880

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

NORTH CAROLINA (continued)

North Carolina Eastern Municipal Power Agency, Series A, Revenue Bond , AGC		5.250%		1/1/2019		A3	$	1,265,000	$	1,444,326
North Carolina Medical Care Commission, Moses Cone Health System, Revenue Bond		5.000%		10/1/2020		AA³		580,000		666,443
North Carolina Municipal Power Agency No. 1 Catawba, Series A, Revenue Bond		5.000%		1/1/2030		A2		1,000,000		1,060,660
North Carolina Municipal Power Agency No. 1, Series A, Revenue Bond		5.250%		1/1/2017		A2		1,000,000		1,132,830
North Carolina Municipal Power Agency No. 1, Series A, Revenue Bond		5.000%		1/1/2020		A2		400,000		463,104
Wake County, School Impt., G.O. Bond		5.000%		3/1/2015		Aaa		890,000		957,453

										13,839,192


NORTH DAKOTA - 0.2%

Fargo, Health System, Revenue Bond		5.500%		11/1/2016		A1		450,000		510,381


OHIO - 0.2%

American Municipal Power, Inc., Prairie State Energy Campus Project, Series A, Revenue Bond		5.250%		2/15/2023		A1		450,000		499,671


OKLAHOMA - 0.9%

Oklahoma City Water Utilities Trust, Series B, Revenue Bond		3.000%		7/1/2013		Aa1		500,000		500,115
Oklahoma Development Finance Authority, Series C, Revenue Bond		5.000%		8/15/2018		Aa3		500,000		571,615
Tulsa, Public Impt., G.O. Bond		4.000%		12/1/2013		Aa1		1,700,000		1,727,064

										2,798,794


OREGON - 1.3%

Medford Hospital Facilities Authority, Asante Health System, Revenue Bond, AGM		5.000%		8/15/2019		AA³		440,000		504,090
Portland Sewer System, Series A, Revenue Bond		5.000%		6/15/2018		Aa2		585,000		680,244
Portland, Water Utility Impt., Series A, Revenue Bond		5.000%		5/1/2034		Aaa		1,000,000		1,084,200
Portland, Water Utility Impt., Series A, Revenue Bond, NATL		4.500%		10/1/2031		Aa1		550,000		613,800
Washington County Clean Water Services, Sewer Impt., Series B, Revenue Bond		5.000%		10/1/2021		Aa2		1,015,000		1,208,459

										4,090,793

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

PENNSYLVANIA - 2.3%

Allegheny County Hospital Development Authority, University of Pittsburgh Medical Center, Series A, Revenue Bond		5.000%		5/15/2018		Aa3	$	500,000	$	572,055
Central Bradford Progress Authority, Guthrie Healthcare System, Revenue Bond		5.250%		12/1/2018		AA³		600,000		695,418
North Wales Water Authority, Series A, Revenue Bond		5.000%		11/1/2020		AA³		1,000,000		1,180,390
Philadelphia, Water & Wastewater, Prerefunded Balance, Revenue Bond, NATL		5.600%		8/1/2018		A³		20,000		23,343
Philadelphia, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2018		A1		1,370,000		1,580,679
Philadelphia, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2022		A1		1,115,000		1,276,653
Philadelphia, Water & Wastewater, Series C, Revenue Bond, AGM		5.000%		8/1/2017		A1		1,000,000		1,143,060
Plum Boro School District, Prerefunded Balance, Series A, G.O. Bond, FGRNA		4.500%		9/15/2030		A³		855,000		862,686

										7,334,284


RHODE ISLAND - 0.6%

Narragansett Bay Commission, Sewer Impt., Series A, Revenue Bond, NATL		5.000%		8/1/2035		Baa1		1,000,000		1,042,320
Rhode Island Clean Water Finance Agency, Series A, Revenue Bond, NATL		5.000%		10/1/2035		Baa1		1,000,000		1,000,700

										2,043,020


SOUTH CAROLINA - 4.8%

Anderson, Water & Sewer Revenue Bond, AGM		5.000%		7/1/2026		Aa3		1,715,000		1,924,985
Charleston, Water Utility & Capital Impt., Revenue Bond		5.000%		1/1/2022		Aa1		530,000		626,158
South Carolina Public Service Authority, Series C, Revenue Bond		5.000%		12/1/2020		Aa3		1,000,000		1,186,610
South Carolina Public Service Authority, Water Utility Impt., Series A, Revenue Bond, AMBAC		4.250%		1/1/2017		Aa3		1,550,000		1,715,881
South Carolina State Public Service Authority, Public Impt., Prerefunded Balance, Series A, Revenue Bond, AGM		5.000%		1/1/2017		Aa3		1,000,000		1,024,010
South Carolina State Public Service Authority, Series A, Revenue Bond		4.000%		12/1/2017		Aa3		1,860,000		2,076,448
South Carolina State Public Service Authority, Series B, Revenue Bond, NATL		5.000%		1/1/2019		Aa3		1,000,000		1,165,380

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

SOUTH CAROLINA (continued)

South Carolina Transportation Infrastructure Bank, Series B, Revenue Bond, AMBAC		4.250%		10/1/2027		A1	$	2,000,000	$	2,009,560
South Carolina, State Institutional - South Carolina State University, Series B, G.O. Bond		5.250%		4/1/2014		Aaa		1,000,000		1,038,210
Spartanburg Sanitation Sewer District, Prerefunded Balance, Series B, Revenue Bond, NATL		5.000%		3/1/2032		A1		1,500,000		1,546,980
Sumter, Water Utility Impt., Revenue Bond, XLCA		4.500%		12/1/2032		A1		1,000,000		1,002,360

										15,316,582


SOUTH DAKOTA - 0.1%

Rapid City, Water Utility Impt., Revenue Bond		5.250%		11/1/2039		Aa3		450,000		479,651


TENNESSEE - 5.3%

Clarksville City Water, Sewer and Gas, Revenue Bond		5.000%		2/1/2019		Aa3		2,740,000		3,181,387
Franklin, Water & Sewer, G.O. Bond		5.000%		4/1/2014		Aaa		1,000,000		1,036,230
Knoxville Wastewater System, Series A, Revenue Bond		4.000%		4/1/2018		Aa2		410,000		457,256
Knoxville Wastewater System, Series A, Revenue Bond		4.000%		4/1/2019		Aa2		660,000		743,325
Knoxville Wastewater System, Series A, Revenue Bond		4.000%		4/1/2020		Aa2		685,000		772,461
Memphis, G.O. Bond, AGC		4.000%		4/1/2014		Aa2		2,000,000		2,057,400
Metropolitan Government of Nashville & Davidson County, Series A, Revenue Bond		5.000%		7/1/2016		Aa3		750,000		838,447
Metropolitan Government of Nashville & Davidson County, Series A, Revenue Bond, AGM		4.000%		1/1/2018		Aa2		445,000		493,732
Metropolitan Government of Nashville & Davidson County, Series A, Revenue Bond, AGM		5.250%		1/1/2019		Aa2		665,000		786,329
Metropolitan Government of Nashville & Davidson County, Series B, G.O. Bond		5.000%		1/1/2014		Aa1		1,000,000		1,024,530
Metropolitan Government of Nashville & Davidson County, Series B, Revenue Bond		5.000%		5/15/2016		AA³		400,000		446,140
Metropolitan Government of Nashville & Davidson County, Series B, Revenue Bond, BHAC		5.500%		5/15/2017		Aa1		1,000,000		1,164,100
Montgomery County, G.O. Bond		4.000%		4/1/2015		AA³		1,000,000		1,058,920
Montgomery County, School Impt., G.O. Bond		2.000%		4/1/2014		AA³		500,000		506,300
Rutherford County, G.O. Bond		5.000%		4/1/2014		Aa1		500,000		517,785
Tennessee State, Series C, G.O. Bond		5.250%		9/1/2013		Aaa		1,500,000		1,513,245
Williamson County, Series A, G.O. Bond		3.000%		3/1/2015		Aaa		550,000		573,161

										17,170,748

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

TEXAS - 7.1%

Alvin Independent School District, Prerefunded Balance, Series A, G.O. Bond		5.000%		2/15/2022		Aaa	$	500,000	$	514,890
Austin Electric Utility, Revenue Bond		5.000%		11/15/2020		A1		1,600,000		1,881,008
Austin Electric Utility, Revenue Bond, AGM		5.000%		11/15/2018		A1		500,000		565,100
Austin Electric Utility, Series A, Revenue Bond, AMBAC		5.500%		11/15/2016		A1		1,000,000		1,144,670
Austin Electric Utility, Series A, Revenue Bond, AMBAC		5.000%		11/15/2016		A1		600,000		676,878
Collin County, Public Impt., G.O. Bond		2.000%		2/15/2014		Aaa		545,000		550,891
Fort Worth, Water & Sewer, Revenue Bond		5.000%		2/15/2020		Aa1		550,000		651,937
Fort Worth, Water Utility Impt., Series C, Revenue Bond		5.000%		2/15/2014		Aa1		1,595,000		1,642,754
Frisco, Public Impt., G.O. Bond, AGM		5.000%		2/15/2015		Aa1		520,000		557,487
Harris County Cultural Education Facilities Finance Corp., Revenue Bond		4.000%		12/1/2019		A1		500,000		548,505
Harris County Flood Control District, Public Impt., Prerefunded Balance, Series A, G.O. Bond		5.250%		10/1/2018		Aaa		600,000		637,032
Houston, Public Impt., Series A, G.O. Bond		5.000%		3/1/2015		AA³		1,000,000		1,074,800
Houston, Utility System, Series D, Revenue Bond		4.000%		11/15/2017		AA³		525,000		585,197
Irving, Water Utility Impt., Revenue Bond		4.000%		8/15/2018		Aa1		1,110,000		1,240,381
Lower Colorado River Authority, Series B, Revenue Bond		4.000%		5/15/2018		A1		1,250,000		1,375,400
North East Independent School District, School Impt., Prerefunded Balance, G.O. Bond		5.000%		8/1/2022		AAA³		550,000		578,193
North Texas Municipal Water District, Revenue Bond		5.250%		9/1/2020		Aa2		2,000,000		2,433,340
San Antonio, Water System, Revenue Bond, FGRNA		4.375%		5/15/2029		Aa1		1,400,000		1,432,298
San Marcos Consolidated Independent School District, School Impt., Prerefunded Balance, G.O. Bond		5.625%		8/1/2026		Aaa		475,000		502,417
Tarrant Regional Water District, Revenue Bond		5.000%		3/1/2017		AAA³		900,000		1,024,407
Texas Water Development Board, Series B, Prerefunded Balance, Revenue Bond		5.625%		7/15/2014		AAA³		2,000,000		2,111,880
University of Texas, Financing System, Series F, Revenue Bond		4.750%		8/15/2028		Aaa		1,000,000		1,066,870

										22,796,335


UTAH - 2.7%

Intermountain Power Agency, Series A, Revenue Bond		5.000%		7/1/2020		A1		2,000,000		2,279,420
Mountain Regional Water Special Service District, Prerefunded Balance, Revenue Bond, NATL		5.000%		12/15/2030		Baa1		1,240,000		1,266,908

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

UTAH (continued)

North Davis County Sewer District, Sewer Impt., Series B, Revenue Bond		2.000%		3/1/2023		AA³	$	1,030,000	$	929,204
North Davis County Sewer District, Sewer Impt., Series B, Revenue Bond		2.125%		3/1/2025		AA³		500,000		428,400
Provo City School District, Series B, G.O. Bond		4.000%		6/15/2014		Aaa		1,100,000		1,139,270
Salt Lake City, Water Utility Impt., Revenue Bond		3.250%		2/1/2015		Aa1		400,000		416,884
Salt Lake County, Public Impt., Series A, G.O. Bond		4.000%		12/15/2014		Aaa		400,000		421,824
Utah State, Highway Impt., Series A, G.O. Bond		5.000%		7/1/2014		Aaa		460,000		482,278
Utah State, Highway Impt., Series A, G.O. Bond		3.000%		7/1/2015		Aaa		500,000		525,155
Utah State, Public Impt., Series B, G.O. Bond		4.000%		7/1/2013		Aaa		450,000		450,144
Utah State, Series A, G.O. Bond		5.000%		7/1/2014		Aaa		415,000		435,098

										8,774,585


VIRGINIA - 4.5%

Arlington County, Public Impt., Series B, G.O. Bond		4.000%		8/15/2014		Aaa		1,000,000		1,042,890
Chesterfield County, Public Impt., G.O. Bond		3.500%		1/1/2015		Aaa		1,000,000		1,046,260
Commonwealth of Virginia, School Impt., Series A, G.O. Bond		5.000%		6/1/2014		Aaa		2,450,000		2,558,633
Fairfax County Water Authority, Revenue Bond		5.000%		4/1/2024		Aaa		1,000,000		1,179,790
Fairfax County Water Authority, Series B, Revenue Bond		4.000%		4/1/2032		Aaa		1,000,000		1,014,160
Fairfax County, Public Impt., Prerefunded Balance, Series A, G.O. Bond		4.000%		4/1/2017		Aaa		2,000,000		2,123,120
Fairfax County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2014		Aaa		400,000		414,540
Norfolk, Water Revenue, Revenue Bond		5.000%		11/1/2016		Aa2		1,075,000		1,217,717
Norfolk, Water Utility Impt., Revenue Bond		3.750%		11/1/2040		Aa2		1,000,000		906,870
Prince William County, Public Impt., Series A, G.O. Bond		3.000%		8/1/2014		Aaa		1,060,000		1,092,192
Richmond, Public Impt., Series B, G.O. Bond, AGM		5.000%		7/15/2014		Aa2		670,000		703,433
Rivanna Water & Sewer Authority, Water Utility Impt., Series B, Revenue Bond		4.000%		10/1/2023		Aa2		755,000		828,416
Upper Occoquan Sewage Authority, Series B, Revenue Bond		4.500%		7/1/2038		Aa1		470,000		481,773

										14,609,794


WASHINGTON - 6.4%

Benton County Public Utility District No. 1, Revenue Bond		5.000%		11/1/2018		Aa3		400,000		459,144
Everett, Water & Sewer, Revenue Bond		5.000%		12/1/2018		AA³		1,730,000		2,026,020
Everett, Water & Sewer, Revenue Bond		5.000%		12/1/2020		AA³		1,330,000		1,584,203
King County School District No. 411 Issaquah, Series A, G.O. Bond, AGM		5.250%		12/1/2018		Aaa		2,420,000		2,589,957

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

MUNICIPAL BONDS (continued)

WASHINGTON (continued)

King County, Sewer Impt., Revenue Bond		5.000%		1/1/2038		Aa2	$	2,155,000	$	2,300,678
Pierce County, Sewer Impt., Revenue Bond		3.250%		8/1/2032		Aa3		1,000,000		859,140
Pierce County, Sewer Impt., Revenue Bond		4.000%		8/1/2037		Aa3		1,700,000		1,628,821
Seattle Municipal Light & Power, Series B, Revenue Bond		4.000%		2/1/2016		Aa2		550,000		593,989
Seattle Municipal Light & Power, Series B, Revenue Bond		5.000%		2/1/2017		Aa2		1,585,000		1,796,423
Seattle, Sewer Impt., Revenue Bond		5.000%		9/1/2021		Aa1		2,000,000		2,379,460
Snohomish County Public Utility District No. 1, Revenue Bond		5.000%		12/1/2016		Aa3		740,000		841,151
Tacoma, Sewer Impt., Revenue Bond, FGRNA		5.125%		12/1/2036		Aa2		1,275,000		1,336,544
Tacoma, Water Revenue, Series A, Revenue Bond		4.000%		12/1/2018		Aa2		1,000,000		1,117,820
Washington Health Care Facilities Authority, Multicare Health System, Series A, Revenue Bond, AGC		4.000%		8/15/2016		A1		525,000		567,126
Washington Health Care Facilities Authority, Providence Health & Services, Series A, Revenue Bond		5.000%		10/1/2018		Aa2		475,000		547,314

										20,627,790


WISCONSIN - 3.0%

Central Brown County Water Authority, Water Systems, Revenue Bond, AMBAC		5.000%		12/1/2035		A³		1,500,000		1,545,045
Madison, Water Utility Impt., Series A, Revenue Bond		4.250%		1/1/2030		Aa1		1,000,000		1,015,340
Milwaukee Sewer System, Sewer Impt., Series S1, Revenue Bond		5.000%		6/1/2021		Aa2		470,000		549,430
Northland Pines School District, Prerefunded Balance, G.O. Bond, AGM		5.250%		4/1/2018		Aa3		850,000		881,909
Wilmot Union High School District, Prerefunded Balance, G.O. Bond, AGM		5.500%		3/1/2019		Aa2		500,000		517,620
Wisconsin Health & Educational Facilities Authority, Froedtert Health, Series A, Revenue Bond		4.000%		4/1/2017		AA³		565,000		614,211
Wisconsin Health & Educational Facilities Authority, Revenue Bond		3.000%		8/15/2019		A1		510,000		529,416
Wisconsin Health & Educational Facilities Authority, Series A, Revenue Bond		5.000%		11/15/2018		Aa2		600,000		692,874
Wisconsin Public Power, Inc., Series A, Revenue Bond, AGM		5.000%		7/1/2016		A1		515,000		573,622
Wisconsin Public Power, Inc., Series A, Revenue Bond, AMBAC		5.000%		7/1/2035		A1		870,000		919,547
Wisconsin State, Public Impt., Prerefunded Balance, Series E, G.O. Bond, FGIC		5.000%		5/1/2019		Aa2		1,000,000		1,083,030

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)

COUPON
RATE

MATURITY
DATE

CREDIT
RATING¹
(UNAUDITED)

         PRINCIPAL
          AMOUNT/
         SHARES

VALUE

(NOTE 2)

MUNICIPAL BONDS (continued)

WISCONSIN (continued)

WPPI Energy, Series A, Revenue Bond

4.000%

7/1/2017

750,000

827,153

9,749,197

WYOMING - 0.2%

Wyoming Municipal Power Agency, Inc., Series A, Revenue Bond

5.375%

1/1/2042

710,000

764,947

TOTAL MUNICIPAL BONDS

(Identified Cost $302,816,538)

301,533,844

SHORT-TERM INVESTMENT - 5.1%

Dreyfus AMT - Free Municipal Reserves - Class R

(Identified Cost $16,258,140)

16,258,140

16,258,140

TOTAL INVESTMENTS - 98.7%

(Identified Cost $319,074,678)

317,791,984

OTHER ASSETS, LESS LIABILITIES - 1.3%

4,255,945

NET ASSETS - 100%

322,047,929

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.)

BHAC (Berkshire Hathaway 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, 2013, there is no rating available (unaudited).

³Credit ratings from S&P (unaudited).

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

Diversified Tax Exempt Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments, at value (identified cost $319,074,678) (Note 2)	$	317,791,984
Interest receivable		3,881,703
Receivable for fund shares sold		1,834,803
Prepaid expenses		834


TOTAL ASSETS		323,509,324


LIABILITIES:

Accrued management fees (Note 3)		133,998
Accrued fund accounting and administration fees (Note 3)		18,413
Accrued transfer agent fees (Note 3)		758
Accrued Chief Compliance Officer service fees (Note 3)		340
Payable for fund shares repurchased		1,265,803
Other payables and accrued expenses		42,083


TOTAL LIABILITIES		1,461,395


TOTAL NET ASSETS	$	322,047,929


NET ASSETS CONSIST OF:

Capital stock	$	289,444
Additional paid-in-capital		316,903,757
Undistributed net investment income		582,980
Accumulated net realized gain on investments		5,554,442
Net unrealized depreciation on investments		(1,282,694	)


TOTAL NET ASSETS	$	322,047,929


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($322,047,929/28,944,417 shares)	$	11.13

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, 2013 (unaudited)


INVESTMENT INCOME:

Interest	$	3,192,640
Dividends		18


Total Investment Income		3,192,658


EXPENSES:

Management fees (Note 3)		803,120
Fund accounting and administration fees (Note 3)		53,688
Directors’ fees (Note 3)		3,802
Transfer agent fees (Note 3)		2,131
Chief Compliance Officer service fees (Note 3)		1,117
Custodian fees		8,400
Miscellaneous		49,859


Total Expenses		922,117


NET INVESTMENT INCOME		2,270,541


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		4,633,868
Net change in unrealized appreciation (depreciation) on investments		(12,670,085	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(8,036,217	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(5,765,676	)

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

Diversified Tax Exempt Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	2,270,541		$	5,631,521
Net realized gain (loss) on investments		4,633,868			1,705,195
Net change in unrealized appreciation (depreciation) on investments		(12,670,085	)		2,363,150


Net increase (decrease) from operations		(5,765,676	)		9,699,866


DISTRIBUTIONS TO SHAREHOLDERS (Note 7):

From net investment income		(1,996,067	)		(5,736,636	)
From net realized gain on investments		—			(787,467	)


Total distributions to shareholders		(1,996,067	)		(6,524,103	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(2,418,668	)		22,612,484


Net increase (decrease) in net assets		(10,180,411	)		25,788,247

NET ASSETS:

Beginning of period		332,228,340			306,440,093


End of period (including undistributed net investment income of $582,980 and $308,506, respectively)	$	322,047,929		$	332,228,340

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
	6/30/2013 (UNAUDITED)			12/31/12			12/31/11			12/31/10			12/31/09			12/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.39		$	11.28		$	10.77		$	11.17		$	10.34		$	10.92

Income (loss) from investment operations:
Net investment income		0.08	¹		0.20	¹		0.30	¹		0.40	¹		0.40	¹		0.42
Net realized and unrealized gain (loss) on investments		(0.27	)		0.14			0.58			(0.35	)		0.90			(0.62	)


Total from investment operations		(0.19	)		0.34			0.88			0.05			1.30			(0.20	)


Less distributions to shareholders:
From net investment income		(0.07	)		(0.20	)		(0.29	)		(0.45	)		(0.44	)		(0.36	)
From net realized gain on investments		—			(0.03	)		(0.08	)		—	²		(0.03	)		(0.02	)


Total distributions to shareholders		(0.07	)		(0.23	)		(0.37	)		(0.45	)		(0.47	)		(0.38	)


Net asset value - End of period	$	11.13		$	11.39		$	11.28		$	10.77		$	11.17		$	10.34


Net assets - End of period (000’s omitted)	$	322,048		$	332,228		$	306,440		$	276,970		$	234,486		$	197,736


Total return³		(1.68	%)		3.01	%		8.25	%		0.41	%		12.75	%		(1.79	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses^*		0.57	%⁴		0.57	%		0.58	%		0.58	%		0.60	%		0.61	%
Net investment income		1.41	%⁴		1.71	%		2.67	%		3.51	%		3.65	%		3.75	%
Portfolio turnover		38	%		9	%		53	%		3	%		8	%		7	%

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

		N/A			N/A			N/A			0.00	%⁵		0.01	%		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.

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, 2013 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)	$	301,533,844	$	—	$	301,533,844	$	—
Mutual fund		16,258,140		16,258,140		—		—

Total assets	$	317,791,984	$	16,258,140	$	301,533,844	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

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, 2014, to waive its management 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, 2013. 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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $116,001,546 and $119,996,896 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 6/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,830,313		$	32,157,136			5,266,396		$	59,994,173
Reinvested		165,482			1,867,815			538,349			6,128,831
Repurchased		(3,210,664	)		(36,443,619	)		(3,805,220	)		(43,510,520	)

Total		(214,869	)	$	(2,418,668	)		1,999,525		$	22,612,484

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)

At June 30, 2013, 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	$	319,074,678
Unrealized appreciation		3,727,173
Unrealized depreciation		(5,009,867	)

Net unrealized appreciation	$	(1,282,694	)

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 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

MNDTE-6/30-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, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13
Actual	$1,000.00	$ 979.50	$2.94
Hypothetical (5% return before expenses)	$1,000.00	$1,021.82	$3.01

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.60%, multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year.

New York Tax Exempt Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO

New York Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

NEW YORK MUNICIPAL BONDS - 88.2%

Albany County, Public Impt., G.O. Bond		4.000%		6/1/2026		Aa3	$	500,000	$	515,820
Albany Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		12/1/2016		AA²		505,000		572,352
Albany Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		12/1/2018		AA²		500,000		584,000
Amherst Central School District, G.O. Bond		2.000%		8/1/2014		Aa3		500,000		508,815
Arlington Central School District, G.O. Bond		4.000%		12/15/2021		Aa2		300,000		337,194
Bay Shore Union Free School District, G.O. Bond		4.000%		8/15/2014		Aa2		510,000		529,569
Beacon, Public Impt., Series A, G.O. Bond		4.000%		8/15/2014		Aa3		400,000		414,652
Bedford Central School District, G.O. Bond		2.000%		10/15/2021		Aa1		500,000		482,535
Bedford, Public Impt., G.O. Bond		2.000%		6/15/2014		AAA²		350,000		356,101
Bedford, Public Impt., G.O. Bond		2.000%		6/15/2015		AAA²		275,000		283,195
Bethlehem, Public Impt., G.O. Bond		4.500%		12/1/2033		AA²		335,000		350,909
Bethlehem, Public Impt., G.O. Bond		4.500%		12/1/2035		AA²		425,000		443,475
Binghamton, Public Impt., G.O. Bond		4.000%		9/15/2024		A2		505,000		517,645
Briarcliff Manor, Public Impt., Series A, G.O. Bond		2.000%		9/1/2014		Aa2		260,000		264,992
Brookhaven, G.O. Bond, AMBAC		5.000%		6/1/2014		Aa2		200,000		209,062
Buffalo Fiscal Stability Authority, Sales Tax & State Aid, Series B, Revenue Bond, NATL		5.000%		9/1/2016		Aa1		525,000		570,218
Buffalo, Public Impt., Series A, G.O. Bond		3.000%		4/1/2023		A1		400,000		388,264
Cattaraugus County, Highway Impt., G.O. Bond		2.000%		4/15/2019		A1		405,000		404,178
Cayuga County, Public Impt., G.O. Bond, AGM		3.250%		4/1/2026		A1		670,000		671,333
Chautauqua County, Public Impt., G.O. Bond		4.250%		1/15/2027		A²		665,000		688,581
Chenango Valley Central School District, G.O. Bond, AGM		2.125%		6/15/2021		A2		500,000		468,940
Clarence Central School District, G.O. Bond		4.000%		5/15/2021		Aa2		250,000		277,843
Clarkstown Central School District, G.O. Bond		4.000%		10/15/2021		Aa2		500,000		554,215
Clarkstown, Public Impt., G.O. Bond		2.000%		10/15/2014		AAA²		675,000		689,789
Cleveland Hill Union Free School District, G.O. Bond, AGM		3.750%		6/15/2025		A2		475,000		493,957
Clifton Park Water Authority, Revenue Bond		4.250%		10/1/2029		A²		250,000		258,455
Connetquot Central School District of Islip, G.O. Bond		4.000%		7/15/2014		Aa2		390,000		405,163
Copiague Union Free School District, G.O. Bond		2.000%		5/1/2015		Aa3		500,000		512,650
Cortland County, Public Impt., G.O. Bond, AGM		3.000%		8/15/2030		AA²		215,000		185,371
Dutchess County, Public Impt., G.O. Bond		5.000%		10/1/2014		Aa1		235,000		248,921
Dutchess County, Public Impt., G.O. Bond		5.000%		10/1/2015		Aa1		250,000		274,783
Dutchess County, Public Impt., Prerefunded Balance, G.O. Bond, NATL		4.000%		12/15/2016		Aa1		315,000		332,123
Dutchess County, Public Impt., Unrefunded Balance, G.O. Bond, NATL		4.000%		12/15/2016		Aa1		360,000		376,229
East Irondequoit Central School District, G.O. Bond		2.250%		6/15/2014		Aa2		580,000		589,315
East Islip Union Free School District, Series A, G.O. Bond		4.000%		6/15/2015		AA²		345,000		366,369
Erie County Water Authority, Revenue Bond		5.000%		12/1/2013		Aa2		400,000		407,960

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

NEW YORK MUNICIPAL BONDS (continued)

Erie County Water Authority, Revenue Bond, NATL		5.000%		12/1/2037		Aa2	$	625,000	$	646,769
Erie County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2025		A2		200,000		221,500
Erie County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2026		A2		215,000		235,569
Essex County, Public Impt., G.O. Bond		5.000%		5/1/2020		AA²		500,000		582,480
Gananda Central School District, G.O. Bond		3.000%		6/15/2019		AA²		250,000		260,320
Gates Chili Central School District, G.O. Bond		1.000%		6/15/2014		Aa3		460,000		462,093
Greece Central School District, G.O. Bond, AGM		5.000%		6/15/2015		Aa3		500,000		544,005
Greece Central School District, G.O. Bond, AGM		4.000%		6/15/2019		Aa3		2,675,000		2,900,529
Greenburgh, Public Impt., G.O. Bond		4.750%		5/15/2014		Aaa		250,000		259,803
Greene County, Public Impt., G.O. Bond		1.500%		3/15/2014		Aa3		505,000		508,464
Greene County, Public Impt., G.O. Bond		3.000%		12/15/2014		Aa3		595,000		615,194
Hauppauge Union Free School District, G.O. Bond		3.000%		12/1/2014		Aa2		585,000		607,271
Hempstead, Public Impt., G.O. Bond		3.000%		8/15/2032		A²		465,000		381,588
Hempstead, Public Impt., Series B, G.O. Bond		2.500%		8/1/2013		Aaa		225,000		225,491
Hempstead, Public Impt., Series B, G.O. Bond		2.500%		8/1/2014		Aaa		280,000		287,361
Horseheads Central School District, G.O. Bond		2.000%		6/15/2015		Aa3		540,000		550,228
Huntington, G.O. Bond, AMBAC		5.500%		4/15/2014		Aaa		415,000		432,642
Huntington, Public Impt., G.O. Bond		2.000%		6/15/2014		Aaa		570,000		579,086
Huntington, Public Impt., G.O. Bond		3.000%		7/15/2015		Aaa		925,000		969,049
Iroquois Central School District, School Impt., G.O. Bond		2.000%		6/15/2021		Aa2		500,000		484,060
Ithaca City School District, G.O. Bond		3.000%		7/1/2014		AA²		675,000		692,921
Ithaca City School District, G.O. Bond, AGC		3.000%		7/1/2014		A3		330,000		338,761
Jamestown City School District, G.O. Bond		3.000%		4/1/2019		A1		200,000		207,264
Johnson City Central School District, Prerefunded Balance, G.O. Bond, FGRNA		4.375%		6/15/2028		A²		1,000,000		1,039,590
Katonah-Lewisboro Union Free School District, Series C, G.O. Bond, FGRNA		5.000%		11/1/2014		Aa2		1,000,000		1,064,550
Lockport City School District, G.O. Bond, AGM		2.000%		8/1/2019		A1		450,000		449,253
Long Beach City School District, G.O. Bond		3.000%		5/1/2014		Aa2		500,000		511,365
Long Island Power Authority, Electric Systems, Prerefunded Balance, Series C, Revenue Bond, CIFG		5.000%		9/1/2015		Aaa		250,000		252,070
Long Island Power Authority, Electric Systems, Series A, Revenue Bond		5.750%		4/1/2039		Baa1		675,000		754,130
Long Island Power Authority, Electric Systems, Series F, Revenue Bond, NATL		4.500%		5/1/2028		Baa1		1,880,000		1,894,984
Mahopac Central School District, Series A, G.O. Bond		4.000%		6/1/2014		Aa2		945,000		975,807
Mamaroneck Union Free School District, G.O. Bond		3.500%		6/15/2025		Aaa		1,000,000		1,037,740
Manhasset Union Free School District, G.O. Bond		4.000%		9/15/2014		Aaa		655,000		684,999
Marlboro Central School District, G.O. Bond, AGC		4.000%		12/15/2026		AA²		500,000		512,900
Metropolitan Transportation Authority, Dedicated Tax Fund, Series B, Revenue Bond		5.000%		11/15/2034		AA²		1,000,000		1,056,930

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

NEW YORK MUNICIPAL BONDS (continued)

Metropolitan Transportation Authority, Series B, Revenue Bond, AGM		4.500%		11/15/2032		A2	$	500,000	$	502,000
Miller Place Union Free School District, G.O. Bond		4.000%		2/15/2027		Aa2		265,000		270,952
Minisink Valley Central School District, G.O. Bond		2.500%		4/15/2014		AA²		225,000		228,751
Minisink Valley Central School District, G.O. Bond		2.500%		4/15/2015		AA²		200,000		205,530
Monroe County Water Authority, Revenue Bond		3.250%		8/1/2013		Aa2		510,000		511,372
Monroe County Water Authority, Revenue Bond		4.250%		8/1/2030		Aa2		405,000		416,227
Monroe County Water Authority, Revenue Bond		4.500%		8/1/2035		Aa2		275,000		281,531
Monroe County, Public Impt., G.O. Bond, AGM		3.000%		6/1/2022		A2		500,000		491,115
Nassau County, Public Impt., Series C, G.O. Bond		4.000%		10/1/2026		A2		1,000,000		1,020,820
Nassau County, Public Impt., Series C, G.O. Bond, AGC		5.000%		10/1/2028		A2		1,000,000		1,070,250
New Rochelle City School District, G.O. Bond		4.000%		12/15/2014		Aa2		600,000		632,136
New York City Municipal Water Finance Authority, Series AA, Revenue Bond		5.000%		6/15/2021		Aa2		545,000		622,052
New York City Municipal Water Finance Authority, Series C, Revenue Bond		5.000%		6/15/2014		Aa1		250,000		261,627
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		4.250%		6/15/2033		Aa1		1,250,000		1,258,600
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		4.500%		6/15/2037		Aa1		1,000,000		1,016,310
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series A, Revenue Bond		5.750%		6/15/2040		Aa1		1,000,000		1,127,020
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series D, Revenue Bond, AMBAC		4.500%		6/15/2036		Aa1		500,000		502,820
New York City Municipal Water Finance Authority, Water & Sewer Systems, Series EE, Revenue Bond		2.500%		6/15/2014		Aa2		450,000		459,882
New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Subseries F-1, Revenue Bond		5.000%		2/1/2019		Aa1		1,500,000		1,747,755
New York City Transitional Finance Authority, Prerefunded Balance, Future Tax Secured, Public Impt., Series C, Revenue Bond		5.250%		2/1/2014		WR³		730,000		751,521
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		1,430,727
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		1,752,433
New York City Transitional Finance Authority, Prerefunded Balance, Future Tax Secured, Series B, Revenue Bond		5.250%		8/1/2019		WR³		2,705,000		2,717,416
New York City, Prerefunded Balance, Subseries J-1, G.O. Bond		5.000%		8/1/2013		WR³		25,000		25,109

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

NEW YORK MUNICIPAL BONDS (continued)

New York City, Public Impt., G.O. Bond, XLCA		5.000%		9/1/2019		Aa2	$	500,000	$	541,975
New York City, Public Impt., Prerefunded Balance, Series C, G.O. Bond		5.500%		9/15/2019		AA²		600,000		606,714
New York City, Public Impt., Prerefunded Balance, Series D, G.O. Bond		5.250%		10/15/2017		Aa2		1,950,000		1,978,880
New York City, Public Impt., Series A, G.O. Bond		5.000%		8/1/2013		Aa2		1,000,000		1,004,370
New York City, Public Impt., Series I, G.O. Bond, NATL		5.000%		8/1/2013		Aa2		500,000		502,185
New York City, Public Impt., Subseries A, G.O. Bond .		5.000%		3/1/2015		Aa2		1,000,000		1,074,390
New York City, Series A, G.O. Bond, AGM		5.000%		8/1/2015		Aa2		205,000		223,967
New York City, Series B, G.O. Bond		4.000%		8/1/2013		Aa2		865,000		867,993
New York City, Series D, G.O. Bond		5.250%		8/1/2014		Aa2		1,390,000		1,465,394
New York City, Unrefunded Balance, Subseries J-1, G.O. Bond		5.000%		8/1/2013		Aa2		175,000		175,765
New York Local Government Assistance Corp., Series A, Revenue Bond		5.000%		4/1/2015		AAA²		1,000,000		1,079,600
New York Power Authority, Series A, Revenue Bond		4.000%		11/15/2018		Aa2		220,000		247,766
New York Power Authority, Series A, Revenue Bond, FGIC		5.000%		11/15/2016		Aa2		900,000		991,206
New York Power Authority, Series C, Revenue Bond, NATL		5.000%		11/15/2017		Aa2		500,000		582,645
New York State Dormitory Authority, Columbia University, Revenue Bond		5.000%		7/1/2038		Aaa		900,000		961,515
New York State Dormitory Authority, Cornell University, Series C, Revenue Bond		5.000%		7/1/2037		Aa1		1,000,000		1,076,410
New York State Dormitory Authority, New York University, Series A, Revenue Bond		5.000%		7/1/2039		Aa3		1,000,000		1,060,310
New York State Dormitory Authority, Series A, Revenue Bond, AGM		4.000%		10/1/2025		A1		1,500,000		1,537,725
New York State Dormitory Authority, Series A, Revenue Bond, AGM		4.375%		10/1/2030		A1		1,500,000		1,521,825
New York State Dormitory Authority, Series B, Revenue Bond		5.000%		3/15/2019		AAA²		1,000,000		1,169,200
New York State Dormitory Authority, Series B, Revenue Bond, AGM		4.400%		10/1/2030		A2		140,000		142,237
New York State Dormitory Authority, Series B, Revenue Bond, AGM		4.750%		10/1/2040		A2		1,360,000		1,392,613
New York State Dormitory Authority, University of Rochester, Series A, Revenue Bond		5.125%		7/1/2039		Aa3		1,000,000		1,071,240
New York State Environmental Facilities Corp., Clean Water & Drinking, Series A, Revenue Bond		4.500%		6/15/2036		Aaa		1,000,000		1,022,030
New York State Environmental Facilities Corp., Clean Water & Drinking, Series B, Revenue Bond		4.500%		6/15/2036		Aaa		1,500,000		1,499,970
New York State Environmental Facilities Corp., Pollution Control, Unrefunded Balance, Series B, Revenue Bond		5.200%		5/15/2014		Aaa		90,000		92,057

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

NEW YORK MUNICIPAL BONDS (continued)

New York State Environmental Facilities Corp., Series A, Revenue Bond		5.000%		6/15/2017		Aaa	$	1,000,000	$	1,145,110
New York State Municipal Bond Bank Agency, Subseries A1, Revenue Bond		4.000%		12/15/2014		AA²		250,000		262,710
New York State Municipal Bond Bank Agency, Subseries B1, Revenue Bond		4.125%		12/15/2029		A²		420,000		423,793
New York State Municipal Bond Bank Agency, Subseries B1, Revenue Bond		4.500%		12/15/2034		A²		215,000		218,859
New York State Power Authority, Series A, Revenue Bond, NATL		4.500%		11/15/2047		Aa2		2,000,000		2,010,180
New York State Thruway Authority, Highway Impt., Prerefunded Balance, Series A, Revenue Bond, AMBAC		5.000%		3/15/2017		Aa2		260,000		274,937
New York State Thruway Authority, Highway Impt., Series A, Revenue Bond		5.000%		3/15/2015		AAA²		500,000		538,435
New York State Thruway Authority, Highway Impt., Series I, Revenue Bond		4.000%		1/1/2019		A1		525,000		576,056
New York State Thruway Authority, Series A, Revenue Bond		5.000%		3/15/2015		AAA²		500,000		538,435
New York State Thruway Authority, Series A, Revenue Bond		5.000%		3/15/2020		AAA²		550,000		646,355
New York State Thruway Authority, Series B, Revenue Bond, AMBAC		5.000%		4/1/2019		AA²		2,500,000		2,717,425
New York State Urban Development Corp., Correctional Capital Facilities, Series A, Revenue Bond, AGM		5.250%		1/1/2014		Aa3		175,000		179,441
New York State, Series C, G.O. Bond		5.000%		4/15/2014		Aa2		645,000		670,523
New York State, Series C, G.O. Bond		5.000%		9/1/2014		Aa2		1,000,000		1,057,760
New York State, Series C, G.O. Bond		4.000%		2/1/2027		Aa2		600,000		626,856
Niagara County, Water Utility Impt., G.O. Bond		2.000%		2/1/2020		Aa3		500,000		495,020
Niagara-Wheatfield Central School District, G.O. Bond, FGRNA		4.125%		2/15/2019		A2		610,000		660,044
Niagara-Wheatfield Central School District, G.O. Bond, FGRNA		4.125%		2/15/2020		A2		850,000		912,552
North Colonie Central School District, G.O. Bond		4.000%		7/15/2020		AA²		400,000		452,236
North Hempstead, G.O. Bond		3.000%		5/1/2015		Aa1		375,000		391,695
Olean, Public Impt., G.O. Bond		3.000%		8/1/2030		A1		460,000		399,280
Oneida County, Public Impt., G.O. Bond, AGM		3.000%		5/1/2020		A1		400,000		411,172
Onondaga County, Public Impt., Series A, G.O. Bond		3.000%		3/1/2015		Aa1		1,000,000		1,041,940
Onondaga County, Public Impt., Series A, G.O. Bond		4.500%		3/1/2028		Aa1		365,000		384,586
Ontario County, Public Impt., G.O. Bond		3.000%		4/15/2015		Aa1		200,000		207,856
Orange County, Series A, G.O. Bond		5.000%		7/15/2014		Aaa		550,000		577,329
Orange County, Series A, G.O. Bond		5.000%		7/15/2015		Aaa		500,000		545,390
Orangetown, Public Impt., G.O. Bond		3.000%		9/15/2026		Aa2		580,000		574,043

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

NEW YORK MUNICIPAL BONDS (continued)

Otsego County, G.O. Bond		4.000%		11/15/2027		Aa3	$	790,000	$	822,785
Perinton, Public Impt., G.O. Bond		4.250%		12/15/2031		AA²		175,000		182,224
Pittsford Central School District, G.O. Bond		4.000%		10/1/2021		Aa1		350,000		392,623
Pittsford Central School District, G.O. Bond		4.000%		10/1/2022		Aa1		600,000		667,788
Pleasantville Union Free School District, G.O. Bond		4.000%		5/1/2015		Aa2		530,000		562,584
Pleasantville Union Free School District, G.O. Bond		4.375%		5/1/2039		Aa2		500,000		500,615
Port Authority of New York & New Jersey, Airport & Marina Impt., Series 175, Revenue Bond		4.000%		12/1/2026		Aa3		1,000,000		1,037,520
Port Authority of New York & New Jersey, Revenue Bond		5.000%		12/1/2018		Aa3		465,000		545,882
Port Authority of New York & New Jersey, Revenue Bond		4.750%		7/15/2030		Aa3		495,000		519,869
Port Authority of New York & New Jersey, Revenue Bond		4.500%		10/15/2037		Aa3		400,000		405,892
Port Washington Union Free School District, G.O. Bond		3.000%		12/1/2014		Aa1		500,000		519,980
Putnam County, Public Impt., G.O. Bond		2.000%		11/15/2014		Aa2		255,000		260,577
Queensbury Union Free School District, G.O. Bond		4.000%		12/15/2014		Aa2		300,000		315,525
Ramapo, Public Impt., Series B, G.O. Bond, NATL		4.375%		5/1/2031		A1		435,000		435,496
Ramapo, Public Impt., Series B, G.O. Bond, NATL		4.375%		5/1/2032		A1		510,000		509,000
Ramapo, Public Impt., Series B, G.O. Bond, NATL		4.500%		5/1/2033		A1		410,000		410,303
Rochester, Series A, G.O. Bond, AMBAC		5.000%		8/15/2022		Aa3		95,000		110,366
Sachem Central School District of Holbrook, G.O. Bond, FGRNA		4.375%		10/15/2030		AA²		1,000,000		1,017,610
Saratoga County Water Authority, Water Utility Impt., Revenue Bond		5.000%		9/1/2038		AA²		950,000		986,756
Saratoga County, Sewer Impt., Series A, G.O. Bond		4.750%		7/15/2036		Aa1		820,000		850,881
Saratoga County, Sewer Impt., Series B, G.O. Bond		4.200%		7/15/2032		AA²		425,000		428,455
Saratoga County, Sewer Impt., Series B, G.O. Bond		4.250%		7/15/2035		AA²		700,000		703,346
Saratoga Springs City School District, G.O. Bond		4.000%		6/15/2015		AA²		500,000		534,450
Scarsdale Union Free School District, G.O. Bond		4.000%		6/1/2015		Aaa		270,000		287,771
Schenectady County, Series A, G.O. Bond		3.000%		7/15/2013		Aa1		485,000		485,635
Schenectady County, Series A, G.O. Bond		2.000%		7/15/2014		Aa1		475,000		483,151
Schroon Lake Central School District, G.O. Bond, AGM		4.000%		6/15/2027		A2		490,000		510,869
Shenendehowa Central School District, G.O. Bond		2.500%		6/15/2014		AA²		280,000		285,034
Shenendehowa Central School District, G.O. Bond		4.000%		7/15/2020		AA²		475,000		532,052
Skaneateles Central School District, G.O. Bond		2.000%		6/15/2015		AA²		660,000		673,266
Skaneateles Central School District, G.O. Bond		4.000%		6/15/2015		AA²		280,000		297,060
Smithtown Central School District, G.O. Bond		3.000%		8/1/2013		Aa2		255,000		255,637
South Country Central School District at Brookhaven, G.O. Bond, AGM		4.000%		7/15/2027		AA²		750,000		756,473
South Glens Falls Central School District, Unrefunded Balance, G.O. Bond, FGRNA		5.375%		6/15/2018		A1		95,000		97,130

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

NEW YORK MUNICIPAL BONDS (continued)

South Huntington Union Free School District, G.O. Bond		2.250%		3/15/2015		Aa1	$	250,000	$	257,497
South Orangetown Central School District, G.O. Bond		3.000%		8/1/2015		Aa2		230,000		239,596
Southampton Union Free School District, G.O. Bond		2.500%		6/1/2015		Aaa		950,000		985,454
Southampton, Public Impt., G.O. Bond		3.000%		4/15/2014		Aa1		525,000		536,340
Southold, Public Impt., G.O. Bond		2.000%		8/15/2013		Aa2		580,000		581,276
Spencerport Fire District, Public Impt., G.O. Bond, AGC		4.500%		11/15/2031		AA²		290,000		305,089
Spencerport Fire District, Public Impt., G.O. Bond, AGC		4.500%		11/15/2032		AA²		250,000		262,280
St. Lawrence County, Public Impt., G.O. Bond, FGRNA		4.500%		5/15/2031		A²		1,185,000		1,188,756
St. Lawrence County, Public Impt., G.O. Bond, FGRNA		4.500%		5/15/2032		A²		1,000,000		1,001,560
Suffolk County Water Authority, Revenue Bond		4.000%		6/1/2022		AA²		200,000		222,812
Suffolk County Water Authority, Revenue Bond		4.000%		6/1/2024		AA²		450,000		488,187
Suffolk County Water Authority, Revenue Bond, NATL		4.500%		6/1/2027		Baa1		1,160,000		1,184,209
Suffolk County Water Authority, Series A, Revenue Bond		5.000%		6/1/2018		AA²		200,000		231,712
Suffolk County Water Authority, Series A, Revenue Bond		4.500%		6/1/2030		AA²		640,000		664,582
Suffolk County Water Authority, Series A, Revenue Bond, NATL		4.500%		6/1/2032		Baa1		1,000,000		1,017,240
Suffolk County, Public Impt., Series B, G.O. Bond		3.000%		10/15/2014		A2		2,000,000		2,062,020
Syracuse, Public Impt., Series A, G.O. Bond, FGRNA		4.250%		12/1/2028		A1		600,000		601,662
Syracuse, Public Impt., Series A, G.O. Bond, FGRNA		4.250%		12/1/2029		A1		600,000		599,982
Tarrytowns Union Free School District, G.O. Bond, AMBAC		4.250%		1/15/2030		Aa2		215,000		217,584
Tarrytowns Union Free School District, G.O. Bond, AMBAC		4.375%		1/15/2032		Aa2		1,090,000		1,101,892
Three Village Central School District Brookhaven & Smithtown, G.O. Bond		3.500%		5/1/2015		Aa2		1,000,000		1,053,670
Tompkins County, Public Impt., G.O. Bond		4.250%		12/15/2032		Aa1		300,000		303,267
Tompkins County, Series A, G.O. Bond, NATL		5.250%		2/15/2015		Aa1		315,000		324,724
Triborough Bridge & Tunnel Authority, General Purposes, Prerefunded Balance, Series A, Revenue Bond, NATL		4.750%		1/1/2019		AA²		300,000		329,604
Triborough Bridge & Tunnel Authority, General Purposes, Prerefunded Balance, Series B, Revenue Bond		5.000%		1/1/2014		AA²		900,000		921,654
Triborough Bridge & Tunnel Authority, Revenue Bond		5.000%		11/15/2018		Aa3		490,000		571,805

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2013

(unaudited)


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

NEW YORK MUNICIPAL BONDS (continued)

Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2022		Aa3	$	1,000,000	$	1,184,120
Triborough Bridge & Tunnel Authority, Series C, Revenue Bond		5.000%		11/15/2038		Aa3		900,000		938,277
Union Endicott Central School District, G.O. Bond, FGRNA		4.125%		6/15/2014		A²		605,000		626,018
Union Endicott Central School District, G.O. Bond, FGRNA		4.125%		6/15/2015		A²		865,000		919,694
Victor Central School District, G.O. Bond		4.000%		6/15/2014		Aa2		290,000		299,529
Voorheesville Central School District, G.O. Bond		5.000%		6/15/2021		AA²		500,000		595,905
Warren County, Public Impt., G.O. Bond, AGM		4.000%		7/15/2020		AA²		500,000		543,650
Wayne County, Public Impt., G.O. Bond		3.000%		6/1/2021		Aa2		295,000		306,750
Webster Central School District, Series A, G.O. Bond		2.000%		10/15/2014		AA²		325,000		331,068
Webster Central School District, Series B, G.O. Bond		2.000%		10/15/2014		AA²		410,000		417,655
Westchester County, Public Impt., Prerefunded Balance, Series B, G.O. Bond		3.700%		12/15/2015		Aaa		1,000,000		1,016,080
Westchester County, Public Impt., Series A, G.O. Bond		3.000%		1/15/2015		Aaa		500,000		519,750
Westchester County, Series C, G.O. Bond		5.000%		11/1/2013		Aaa		200,000		203,276
White Plains City School District, Series B, G.O. Bond		4.650%		5/15/2031		Aa2		685,000		727,107
White Plains, Public Impt., Series A, G.O. Bond		2.750%		9/15/2023		Aa1		330,000		333,175
William Floyd Union Free School District of the Mastics-Moriches-Shirley, G.O. Bond		2.250%		12/15/2014		AA²		400,000		409,784
Yorktown Central School District, G.O. Bond		4.000%		3/1/2025		AA²		370,000		388,049


TOTAL MUNICIPAL BONDS
(Identified Cost $143,764,439)										145,294,641


SHORT-TERM INVESTMENT - 10.4%

Dreyfus BASIC New York Municipal Money Market Fund
(Identified Cost $17,131,322)								17,131,322		17,131,322

TOTAL INVESTMENTS - 98.6%
(Identified Cost $160,895,761)										162,425,963
OTHER ASSETS, LESS LIABILITIES - 1.4%										2,266,652

NET ASSETS - 100%									$	164,692,615

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2013

(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.)

CIFG (CIFG North America, Inc.)

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, 2013, there is no rating available (unaudited).

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in bonds insured by the following company: NATL - 12.7%.

New York Tax Exempt Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments (identified cost $160,895,761) (Note 2)	$	162,425,963
Receivable for securities sold		2,048,650
Interest receivable		1,349,494
Receivable for fund shares sold		127,020
Prepaid expenses		426


TOTAL ASSETS		165,951,553


LIABILITIES:

Accrued management fees (Note 3)		68,704
Accrued fund accounting and administration fees (Note 3)		13,320
Accrued transfer agent fees (Note 3)		773
Accrued Chief Compliance Officer service fees (Note 3)		339
Payable for securities purchased		1,137,100
Payable for fund shares repurchased		8,497
Other payables and accrued expenses		30,205


TOTAL LIABILITIES		1,258,938


TOTAL NET ASSETS	$	164,692,615


NET ASSETS CONSIST OF:

Capital stock	$	156,949
Additional paid-in-capital		162,256,266
Undistributed net investment income		364,201
Accumulated net realized gain on investments		384,997
Net unrealized appreciation on investments		1,530,202


TOTAL NET ASSETS	$	164,692,615


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($164,692,615/15,694,890 shares)	$	10.49

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

New York Tax Exempt Series

Statement of Operations

For the Six Months Ended June 30, 2013 (unaudited)


INVESTMENT INCOME:

Interest	$	1,892,274
Dividends		192


Total Investment Income		1,892,466


EXPENSES:

Management fees (Note 3)		413,906
Fund accounting and administration fees (Note 3)		41,809
Transfer agent fees (Note 3)		2,184
Directors’ fees (Note 3)		1,890
Chief Compliance Officer service fees (Note 3)		1,118
Custodian fees		4,154
Miscellaneous		32,016


Total Expenses		497,077


NET INVESTMENT INCOME		1,395,389


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		268,396
Net change in unrealized appreciation (depreciation) on investments		(5,033,657	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(4,765,261	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,369,872	)

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 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,395,389		$	2,813,892
Net realized gain (loss) on investments		268,396			120,091
Net change in unrealized appreciation (depreciation) on investments		(5,033,657	)		2,342,321


Net increase (decrease) from operations		(3,369,872	)		5,276,304


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(1,091,186	)		(3,018,903	)
From net realized gain on investments		—			(1,500	)


Total distributions to shareholders		(1,091,186	)		(3,020,403	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		6,368,249			2,437,158


Net increase in net assets		1,907,191			4,693,059

NET ASSETS:

Beginning of period		162,785,424			158,092,365


End of period (including undistributed net investment income of $364,201 and $59,998, respectively)	$	164,692,615		$	162,785,424

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

New York Tax Exempt Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE YEARS ENDED
	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			12/31/12			12/31/11			12/31/10			12/31/09			12/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.78		$	10.63		$	10.19		$	10.55		$	9.79		$	10.41

Income (loss) from investment operations:
Net investment income		0.09	¹		0.19	¹		0.28	¹		0.36	¹		0.38	¹		0.38
Net realized and unrealized gain (loss) on investments		(0.31	)		0.16			0.56			(0.32	)		0.82			(0.63	)


Total from investment operations		(0.22	)		0.35			0.84			0.04			1.20			(0.25	)


Less distributions to shareholders:
From net investment income		(0.07	)		(0.20	)		(0.27	)		(0.39	)		(0.41	)		(0.36	)
From net realized gain on investments		—			—	²		(0.13	)		(0.01	)		(0.03	)		(0.01	)


Total distributions to shareholders		(0.07	)		(0.20	)		(0.40	)		(0.40	)		(0.44	)		(0.37	)


Net asset value - End of period	$	10.49		$	10.78		$	10.63		$	10.19		$	10.55		$	9.79


Net assets - End of period (000’s omitted)	$	164,693		$	162,785		$	158,092		$	136,225		$	110,532		$	97,202


Total return³		(2.05	%)		3.31	%		8.37	%		0.32	%		12.46	%		(2.37	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.60	%⁴		0.60	%		0.61	%		0.61	%		0.64	%		0.64	%
Net investment income		1.69	%⁴		1.72	%		2.66	%		3.41	%		3.64	%		3.71	%
Portfolio turnover		9	%		7	%		48	%		7	%		10	%		11	%

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

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

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.

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, 2013 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)	$	145,294,641	$	—	$	145,294,641	$	—
Mutual fund		17,131,322		17,131,322		—		—

Total assets	$	162,425,963	$	17,131,322	$	145,294,641	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

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, 2014, to waive its management 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, 2013. 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.

New York Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

4.	Purchases and Sales Securities

For the six months ended June 30, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $13,471,235 and $19,392,310 respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of New York Tax Exempt Series were:


	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,364,424		$	14,653,290			2,071,760		$	22,298,750
Reinvested		96,478			1,026,026			263,446			2,829,327
Repurchased		(873,644	)		(9,311,067	)		(2,101,837	)		(22,690,919	)

Total		587,258		$	6,368,249			233,369		$	2,437,158

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

6.	Financial Instruments

7.	Concentration of Credit

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

8.	Federal Income Tax Information


Tax exempt income	$	3,018,903
Long-term capital gains		1,500

New York Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)

At June 30, 2013, 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	$	160,895,761
Unrealized appreciation		2,471,614
Unrealized depreciation		(941,412	)

Net unrealized appreciation	$	1,530,202

{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^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

MNNYT-6/13-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, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13
Actual	$1,000.00	$ 974.60	$3.43
Hypothetical (5% return before expenses)	$1,000.00	$1,021.32	$3.51

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.70%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.

Core Bond Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO

Core Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS - 80.1%

Non-Convertible Corporate Bonds - 80.1%
Consumer Discretionary - 8.1%
Hotels, Restaurants & Leisure - 1.3%
International Game Technology, 7.50%, 6/15/2019		Baa2	$	2,000,000	$	2,315,442

Household Durables - 2.5%
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		Baa3		1,345,000		1,436,393
NVR, Inc., 3.95%, 9/15/2022		Baa2		1,775,000		1,725,717
Tupperware Brands Corp., 4.75%, 6/1/2021		Baa3		1,100,000		1,115,653


						4,277,763

Media - 2.8%
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		Baa2		1,280,000		1,382,045
Discovery Communications LLC, 5.05%, 6/1/2020		Baa2		1,275,000		1,414,484
Thomson Reuters Corp. (Canada), 0.875%, 5/23/2016		Baa1		1,000,000		990,113
Time Warner, Inc., 4.75%, 3/29/2021		Baa2		1,110,000		1,194,079


						4,980,721

Multiline Retail - 1.2%
Dollar General Corp., 1.875%, 4/15/2018		Baa3		910,000		877,992
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		Baa3		945,000		871,634
Target Corp., 3.875%, 7/15/2020		A2		335,000		358,104


						2,107,730

Textiles, Apparel & Luxury Goods - 0.3%
VF Corp., 5.95%, 11/1/2017		A3		485,000		562,660


Total Consumer Discretionary						14,244,316


Consumer Staples - 0.9%
Beverages - 0.5%
PepsiCo, Inc., 7.90%, 11/1/2018		A1		775,000		992,638

Food Products - 0.4%
Tyson Foods, Inc., 4.50%, 6/15/2022		Baa3		650,000		664,186


Total Consumer Staples						1,656,824


Energy - 4.8%
Energy Equipment & Services - 2.5%
Baker Hughes, Inc., 7.50%, 11/15/2018		A2		885,000		1,114,392
Schlumberger Oilfield plc², 4.20%, 1/15/2021		A1		1,465,000		1,564,569
Weatherford International Ltd., 9.625%, 3/1/2019		Baa2		1,415,000		1,788,873


						4,467,834

Oil, Gas & Consumable Fuels - 2.3%
Buckeye Partners LP, 4.15%, 7/1/2023		Baa3		930,000		904,839
EOG Resources, Inc., 2.625%, 3/15/2023		A3		775,000		725,200
Lukoil International Finance B.V. (Russia)², 3.416%, 4/24/2018		Baa2		500,000		486,250

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

Core Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Shell International Finance B.V. (Netherlands), 4.30%, 9/22/2019		Aa1	$	1,645,000	$	1,825,457


						3,941,746


Total Energy						8,409,580

Financials - 44.0%
Capital Markets - 12.2%
The Charles Schwab Corp., 4.45%, 7/22/2020		A2		1,320,000		1,426,166
The Goldman Sachs Group, Inc., 2.375%, 1/22/2018		A3		905,000		888,558
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		A3		1,555,000		1,752,236
The Goldman Sachs Group, Inc., 7.50%, 2/15/2019		A3		1,100,000		1,306,331
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		A3		935,000		1,014,525
The Goldman Sachs Group, Inc., 5.25%, 7/27/2021		A3		1,150,000		1,230,384
Jefferies Group LLC, 5.125%, 4/13/2018		Baa3		1,000,000		1,045,002
Jefferies Group LLC, 8.50%, 7/15/2019		Baa3		3,245,000		3,910,225
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018		Baa2		1,200,000		1,381,107
Merrill Lynch & Co., Inc., 6.875%, 11/15/2018		Baa2		1,000,000		1,164,696
Morgan Stanley, 5.55%, 4/27/2017		Baa1		1,317,000		1,424,708
Morgan Stanley, 2.125%, 4/25/2018		Baa1		1,400,000		1,339,843
Morgan Stanley, 7.30%, 5/13/2019		Baa1		3,120,000		3,624,236


						21,508,017

Commercial Banks - 7.8%
BBVA Bancomer S.A. (Mexico)², 6.75%, 9/30/2022		Baa2		1,185,000		1,279,800
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		Baa3		1,320,000		1,359,762
HSBC Bank plc (United Kingdom)², 1.50%, 5/15/2018		Aa3		1,150,000		1,108,240
Intesa Sanpaolo S.p.A. (Italy), 3.125%, 1/15/2016		Baa2		930,000		914,430
Intesa Sanpaolo S.p.A. (Italy)², 6.50%, 2/24/2021		Baa2		945,000		951,778
Lloyds TSB Bank plc (United Kingdom)², 6.50%, 9/14/2020		Baa3		1,210,000		1,290,002
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		A3		1,480,000		1,741,177
National City Corp., 6.875%, 5/15/2019		Baa1		1,445,000		1,728,405
PNC Bank National Association, 5.25%, 1/15/2017		A3		880,000		972,250
Royal Bank of Canada (Canada), 1.20%, 9/19/2017		Aaa		445,000		434,169
Santander Holdings USA, Inc., 4.625%, 4/19/2016		Baa2		750,000		791,188
Wells Fargo & Co., Series M, 3.45%, 2/13/2023		A3		910,000		869,082
Westpac Banking Corp. (Australia)², 1.25%, 12/15/2017		Aaa		430,000		418,648


						13,858,931

Consumer Finance - 2.3%
Capital One Bank USA National Association, 3.375%, 2/15/2023		Baa1		1,365,000		1,290,272
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		A2		1,095,000		1,356,483
John Deere Capital Corp., 5.75%, 9/10/2018		A2		1,245,000		1,452,971


						4,099,726

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

Core Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services - 7.5%
Bank of America Corp., 3.30%, 1/11/2023		Baa2	$	435,000	$	411,139
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		A2		2,935,000		3,494,825
Citigroup, Inc., 8.50%, 5/22/2019		Baa2		3,051,000		3,844,342
CME Group, Inc., 3.00%, 9/15/2022		Aa3		1,720,000		1,619,294
General Electric Capital Corp., 5.625%, 5/1/2018		A1		1,440,000		1,651,686
General Electric Capital Corp., 5.50%, 1/8/2020		A1		320,000		360,795
ING Bank N.V. (Netherlands)², 5.125%, 5/1/2015		Baa2		900,000		940,887
ING US, Inc. (Netherlands)², 2.90%, 2/15/2018		Baa3		950,000		954,780


						13,277,748

Insurance - 5.7%
American International Group, Inc., 4.875%, 6/1/2022		Baa1		2,450,000		2,611,514
Fidelity National Financial, Inc., 6.60%, 5/15/2017		Baa3		1,575,000		1,745,691
First American Financial Corp., 4.30%, 2/1/2023		Baa3		915,000		880,289
Genworth Holdings, Inc., 7.625%, 9/24/2021		Baa3		2,285,000		2,655,353
Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		Baa3		1,980,000		2,154,470


						10,047,317

Real Estate Investment Trusts (REITS) - 8.5%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		Baa3		470,000		451,019
American Tower Trust I², 1.551%, 3/15/2018		Aaa		465,000		456,945
BioMed Realty LP, 3.85%, 4/15/2016		Baa3		740,000		775,957
Boston Properties LP, 5.875%, 10/15/2019		Baa2		935,000		1,078,438
Boston Properties LP, 5.625%, 11/15/2020		Baa2		300,000		340,480
Camden Property Trust, 5.70%, 5/15/2017		Baa1		780,000		867,385
Corporate Office Properties LP², 3.60%, 5/15/2023		Baa3		920,000		849,140
Digital Realty Trust LP, 5.875%, 2/1/2020		Baa2		1,305,000		1,423,949
Digital Realty Trust LP, 5.25%, 3/15/2021		Baa2		45,000		46,940
HCP, Inc., 6.70%, 1/30/2018		Baa1		1,315,000		1,539,134
Health Care REIT, Inc., 6.20%, 6/1/2016		Baa2		375,000		421,081
Health Care REIT, Inc., 4.95%, 1/15/2021		Baa2		990,000		1,053,406
Host Hotels & Resorts LP, Series D, 3.75%, 10/15/2023		Baa3		930,000		852,947
Mack-Cali Realty LP, 7.75%, 8/15/2019		Baa2		735,000		900,509
National Retail Properties, Inc., 3.30%, 4/15/2023		Baa2		945,000		854,035
Simon Property Group LP, 10.35%, 4/1/2019		A3		990,000		1,371,083
UDR, Inc., 4.625%, 1/10/2022		Baa2		1,600,000		1,655,261


						14,937,709


Total Financials						77,729,448

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

Core Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care - 1.2%
Biotechnology - 0.2%
Amgen, Inc., 3.45%, 10/1/2020		Baa1	$	370,000	$	377,652

Health Care Providers & Services - 1.0%
Express Scripts Holding Co., 4.75%, 11/15/2021		Baa3		815,000		871,929
UnitedHealth Group, Inc., 2.75%, 2/15/2023		A3		1,000,000		930,763


						1,802,692


Total Health Care						2,180,344


Industrials - 3.6%
Aerospace & Defense - 0.8%
Textron, Inc., 7.25%, 10/1/2019		Baa3		1,245,000		1,478,428

Air Freight & Logistics - 0.6%
FedEx Corp., 8.00%, 1/15/2019		Baa1		790,000		998,626

Industrial Conglomerates - 0.8%
General Electric Co., 5.25%, 12/6/2017		Aa3		370,000		417,784
Tyco Electronics Group S.A. (Switzerland), 4.875%, 1/15/2021		Baa2		975,000		1,039,261


						1,457,045

Machinery - 0.4%
Joy Global, Inc., 5.125%, 10/15/2021		Baa2		650,000		690,336

Road & Rail - 1.0%
Union Pacific Corp., 5.65%, 5/1/2017		Baa1		705,000		795,384
Union Pacific Corp., 2.95%, 1/15/2023		Baa1		900,000		866,665


						1,662,049


Total Industrials						6,286,484


Information Technology - 4.4%
Computers & Peripherals - 2.4%
Apple, Inc., 2.40%, 5/3/2023		Aa1		465,000		431,271
EMC Corp., 2.65%, 6/1/2020		A1		2,040,000		2,010,989
Hewlett-Packard Co., 2.125%, 9/13/2015		Baa1		1,850,000		1,872,359


						4,314,619

Electronic Equipment, Instruments & Components - 0.4%
Corning, Inc., 6.625%, 5/15/2019		A3		650,000		781,180

IT Services - 0.6%
The Western Union Co., 5.253%, 4/1/2020		Baa1		945,000		1,002,387

Software - 1.0%
Autodesk, Inc., 3.60%, 12/15/2022		Baa2		1,825,000		1,741,899


Total Information Technology						7,840,085

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

Core Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials - 8.0%
Chemicals - 0.5%
Eastman Chemical Co., 3.60%, 8/15/2022		Baa2	$	855,000	$	824,099

Metals & Mining - 6.2%
Allegheny Technologies, Inc., 5.95%, 1/15/2021		Baa3		1,625,000		1,726,303
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		A1		2,445,000		2,927,181
Carpenter Technology Corp., 4.45%, 3/1/2023		Baa3		1,000,000		974,775
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		Baa3		850,000		819,067
Freeport-McMoRan Copper & Gold, Inc.², 2.375%, 3/15/2018		Baa3		650,000		618,199
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 3/1/2022		Baa3		840,000		763,020
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		A3		1,250,000		1,234,433
Rio Tinto Finance USA plc (United Kingdom), 1.375%, 6/17/2016		A3		1,100,000		1,093,377
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		Baa2		845,000		821,641


						10,977,996

Paper & Forest Products - 1.3%
International Paper Co., 7.50%, 8/15/2021		Baa3		1,885,000		2,313,609


Total Materials						14,115,704


Telecommunication Services - 3.5%
Diversified Telecommunication Services - 1.3%
Telefonica Emisiones S.A.U. (Spain), 3.192%, 4/27/2018		Baa2		1,875,000		1,816,140
Verizon Communications, Inc., 8.75%, 11/1/2018		A3		373,000		486,146


						2,302,286

Wireless Telecommunication Services - 2.2%
America Movil SAB de C.V. (Mexico), 5.00%, 3/30/2020		A2		1,315,000		1,411,376
Crown Castle Towers LLC², 6.113%, 1/15/2020		A2		745,000		854,869
Crown Castle Towers LLC², 4.883%, 8/15/2020		A2		250,000		268,833
SBA Tower Trust², 5.101%, 4/17/2017		A2		375,000		410,136
SBA Tower Trust², 2.933%, 12/15/2017		A2		430,000		433,941
SBA Tower Trust², 3.598%, 4/15/2018		Baa3		465,000		460,110


						3,839,265


Total Telecommunication Services						6,141,551


Utilities - 1.6%
Electric Utilities - 0.5%
System Energy Resources, Inc., 4.10%, 4/1/2023		Baa1		885,000		879,457

Gas Utilities - 0.5%
National Fuel Gas Co., 3.75%, 3/1/2023		Baa1		1,000,000		962,337

Independent Power Producers & Energy Traders - 0.6%
Exelon Generation Co. LLC, 6.20%, 10/1/2017		Baa2		350,000		400,117

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

Core Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Independent Power Producers & Energy Traders (continued)
Exelon Generation Co. LLC, 5.20%, 10/1/2019		Baa2	$	550,000	$	604,837


						1,004,954


Total Utilities						2,846,748

TOTAL CORPORATE BONDS
(Identified Cost $138,017,439)						141,451,084


PREFERRED STOCKS - 2.4%

Financials - 2.4%
Commercial Banks - 1.5%
BB&T Corp., Series D (non-cumulative), 5.85%		Baa2		34,120		855,047
PNC Financial Services Group, Inc., Series Q (non-cumulative), 5.375%		Baa3		35,125		851,781
U.S. Bancorp., Series F (non-cumulative), 6.50%³		Baa1		32,800		921,680


						2,628,508

Real Estate Investment Trusts (REITS) - 0.9%
Boston Properties, Inc., Series F, 5.25%		Baa3		37,750		908,643
Public Storage, Series Q, 6.50%		A3		29,910		768,986


						1,677,629

TOTAL PREFERRED STOCKS
(Identified Cost $4,238,031)						4,306,137


ASSET-BACKED SECURITIES - 0.7%

FDIC Trust, Series 2011-R1, Class A², 2.672%, 7/25/2026		WR⁴	$	169,145		174,308
Hertz Vehicle Financing LLC, Series 2009-2A, Class A2², 5.29%, 3/25/2016		Aaa		370,000		392,778
Hertz Vehicle Financing LLC, Series 2010-1A, Class A2², 3.74%, 2/25/2017		Aaa		595,000		624,925


TOTAL ASSET-BACKED SECURITIES
(Identified Cost $1,134,012)						1,192,011


COMMERCIAL MORTGAGE-BACKED SECURITIES - 6.6%

Americold LLC Trust, Series 2010-ARTA, Class A1², 3.847%, 1/14/2029		AAA⁵		80,159		83,551
BAMLL Commercial Mortgage Securities Trust, Series 2012-PARK, Class A², 2.959%, 12/10/2030		AAA⁵		215,000		201,732
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A4⁶, 5.73%, 5/10/2045		AAA⁵		200,000		220,848
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		Aaa		100,000		109,732
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		Aaa		160,000		170,533

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

Core Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A4⁶, 5.715%, 9/11/2038		Aaa	$	200,000	$	220,774
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		AAA⁵		300,000		331,742
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A2², 3.759%, 4/15/2044		Aaa		60,000		63,169
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A4⁶, 5.218%, 7/15/2044		Aaa		280,000		300,775
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1², 3.156%, 7/10/2046		Aaa		239,808		249,172
Commercial Mortgage Pass-Through Certificates, Series 2012-CR4, Class A3, 2.853%, 10/15/2045		Aaa		300,000		277,227
Commercial Mortgage Trust, Series 2006-GG7, Class A4⁶, 5.86%, 7/10/2038		Aaa		415,000		460,008
Credit Suisse Commercial Mortgage Trust, Series 2013-IVR3, Class A1^2,6, 2.50%, 5/25/2043		AAA⁵		434,158		414,796
Credit Suisse Mortgage Capital Certificates, Series 2013-TH1, Class A1^2,6, 2.13%, 2/25/2043		AAA⁵		435,861		409,747
Extended Stay America Trust, Series 2013-ESH7, Class A27², 2.958%, 12/5/2031		Aaa		455,000		441,605
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class A2, 2.377%, 5/25/2022		WR⁴		400,000		379,057
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		WR⁴		380,000		375,196
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		WR⁴		420,000		414,957
FREMF Mortgage Trust, Series 2011-K701, Class B^2,6, 4.286%, 7/25/2048		A⁵		160,000		162,993
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A4⁶, 5.294%, 1/12/2043		Aaa		650,000		702,345
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁶, 5.20%, 12/15/2044		Aaa		325,000		350,721
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁶, 5.863%, 4/15/2045		Aaa		435,000		480,607
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2010-C2, Class A3², 4.07%, 11/15/2043		AAA⁵		200,000		210,470
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^2,6, 3.00%, 3/25/2043		WR⁴		400,474		396,496
JP Morgan Mortgage Trust, Series 2013-2, Class A2^2,6, 3.50%, 5/25/2043		AAA⁵		423,695		413,926
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A², 3.913%, 6/25/2043		Aaa		32,179		33,004
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-C5 Class A4, 3.176%, 8/15/2045		Aaa		430,000		412,448
Motel 6 Trust, Series 2012-MTL6, Class A2², 1.948%, 10/5/2025		AAA⁵		300,000		294,132

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

Core Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

OBP Depositor LLC Trust, Series 2010-OBP, Class A², 4.646%, 7/15/2045		AAA⁵	$	100,000	$	108,436
Sequoia Mortgage Trust, Series 2011-2, Class A1⁶, 3.90%, 9/25/2041		WR⁴		389,466		386,880
Sequoia Mortgage Trust, Series 2013-2, Class A1⁶, 1.874%, 2/25/2043		AAA⁵		403,063		363,361
Sequoia Mortgage Trust, Series 2013-7, Class A2⁶, 3.00%, 6/25/2043		AAA⁵		279,421		263,805
Sequoia Mortgage Trust, Series 2013-8, Class A1⁶, 3.00%, 6/25/2043		Aaa		385,000		363,073
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX², 4.004%, 9/13/2028		AAA⁵		245,000		255,337
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁶, 5.239%, 10/15/2044		Aaa		130,332		140,121
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁶, 6.011%, 6/15/2045		Aaa		280,000		311,645
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2², 4.393%, 11/15/2043		Aaa		275,000		290,250
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class A3, 2.918%, 10/15/2045		Aaa		545,000		510,463


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $11,792,582)						11,575,134


FOREIGN GOVERNMENT BONDS - 0.9%

Brazilian Government Bond (Brazil), 8.875%, 10/14/2019		Baa2		300,000		394,500
Chile Government Bond (Chile), 3.25%, 9/14/2021		Aa3		900,000		900,000
Russian Foreign Bond - Eurobond (Russia), 5.00%, 4/29/2020		Baa1		300,000		321,000


TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $1,610,825)						1,615,500


U.S. GOVERNMENT AGENCIES - 6.9%

Mortgage-Backed Securities - 6.9%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021				766,313		826,466
Fannie Mae, Pool #995233, 5.50%, 10/1/2021				58,724		63,350
Fannie Mae, Pool #888017, 6.00%, 11/1/2021				70,121		76,930
Fannie Mae, Pool #995329, 5.50%, 12/1/2021				490,799		529,479
Fannie Mae, Pool #888136, 6.00%, 12/1/2021				90,833		99,644
Fannie Mae, Pool #888810, 5.50%, 11/1/2022				860,892		928,953
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024				52,609		56,778
Fannie Mae, Pool #AB4086, 3.00%, 12/1/2026				384,846		396,283
Fannie Mae, Pool #AJ7717, 3.00%, 12/1/2026				466,843		480,736
Fannie Mae, Pool #AK0726, 3.00%, 2/1/2027				234,620		241,555
Fannie Mae, Pool #AK4747, 3.50%, 3/1/2027				185,970		193,950
Fannie Mae, Pool #AB5970, 3.00%, 8/1/2027				536,534		552,968
Fannie Mae, Pool #AL3299, 3.00%, 2/1/2028				481,113		495,577
Fannie Mae, Pool #AL3586, 3.00%, 3/1/2028				323,213		333,279
Fannie Mae, Pool #AT9599, 3.00%, 6/1/2028				85,693		88,332
Fannie Mae, Pool #995876, 6.00%, 11/1/2038				794,561		863,486

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

Core Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	PRINCIPAL AMOUNT		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AO8298, 3.50%, 8/1/2042	$	294,109	$	299,148
Fannie Mae, Pool #AB6228, 3.50%, 9/1/2042		294,850		300,274
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		407,743		398,949
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		93,543		91,536
Fannie Mae, Pool #AL3499, 3.50%, 5/1/2043		154,805		157,464
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		214,639		210,031
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		195,126		190,911
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		290,517		314,928
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		86,020		94,101
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		63,815		69,811
Freddie Mac, Pool #J19935, 2.50%, 8/1/2022		244,634		249,633
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		48,888		53,696
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		86,713		95,520
Freddie Mac, Pool #J16679, 3.00%, 9/1/2026		293,059		302,070
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		64,809		69,782
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		424,571		460,522
Freddie Mac, Pool #C03815, 3.50%, 3/1/2042		95,608		97,047
Freddie Mac, Pool #G07213, 3.50%, 11/1/2042		262,435		266,617
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		408,162		377,710
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		503,330		465,778
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		209,018		204,219
Freddie Mac, Pool #Q19118, 3.50%, 6/1/2043		390,253		396,504
Freddie Mac, Pool #Q19121, 3.50%, 6/1/2043		390,253		396,141
Freddie Mac, Pool #V80160, 3.50%, 6/1/2043		234,151		237,653
Freddie Mac, Pool #C09044, 3.50%, 7/1/2043		156,100		158,413


TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $12,258,012)				12,186,224

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

Core Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 1.8%

Dreyfus Cash Management, Inc. - Institutional Shares⁷, 0.05%,
(Identified Cost $ 3,150,889)		3,150,889	$	3,150,889

TOTAL INVESTMENTS - 99.4%
(Identified Cost $ 172,201,790)				175,476,979
OTHER ASSETS, LESS LIABILITIES - 0.6%				1,144,937

NET ASSETS - 100%			$	176,621,916

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 $18,567,954, or 10.5%, of the Series’ net assets as of June 30, 2013 (see Note 2 to the financial statements).

³The rate shown is a fixed rate as of June 30, 2013; the rate becomes floating, based on LIBOR plus a spread, in 2022.

⁴Credit rating has been withdrawn. As of June 30, 2013, there is no rating available (unaudited).

⁵Credit ratings from S&P (unaudited).

⁶The coupon rate is floating and is the effective rate as of June 30, 2013.

⁷Rate shown is the current yield as of June 30, 2013.

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

Core Bond Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments, at value (identified cost $172,201,790) (Note 2)	$	175,476,979
Receivable for securities sold		2,059,616
Interest receivable		1,852,407
Dividends receivable		13,510
Receivable for fund shares sold		1,300
Prepaid expenses		509


TOTAL ASSETS		179,404,321


LIABILITIES:

Accrued management fees (Note 3)		89,421
Accrued fund accounting and administration fees (Note 3)		11,271
Accrued transfer agent fees (Note 3)		685
Accrued Chief Compliance Officer service fees (Note 3)		339
Payable for securities purchased		1,842,854
Payable for fund shares repurchased		803,331
Other payables and accrued expenses		34,504


TOTAL LIABILITIES		2,782,405


TOTAL NET ASSETS	$	176,621,916


NET ASSETS CONSIST OF:

Capital stock	$	158,708
Additional paid-in-capital		168,391,396
Undistributed net investment income		590,020
Accumulated net realized gain on investments		4,206,603
Net unrealized appreciation on investments		3,275,189


TOTAL NET ASSETS	$	176,621,916


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($176,621,916/15,870,783 shares)	$	11.13

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

Core Bond Series

Statement of Operations

For the Six Months Ended June 30, 2013 (unaudited)


INVESTMENT INCOME:

Interest	$	3,381,084
Dividends		111,473


Total Investment Income		3,492,557


EXPENSES:

Management fees (Note 3)		550,943
Fund accounting and administration fees (Note 3)		35,246
Directors’ fees (Note 3)		2,074
Transfer agent fees (Note 3)		1,800
Chief Compliance Officer service fees (Note 3)		1,117
Custodian fees		6,498
Miscellaneous		43,126


Total Expenses		640,804


NET INVESTMENT INCOME		2,851,753


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		3,954,250
Net change in unrealized appreciation (depreciation) on investments		(11,433,181	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(7,478,931	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,627,178	)

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

Core Bond Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/2013			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	2,851,753		$	6,211,867
Net realized gain (loss) on investments		3,954,250			2,750,729
Net change in unrealized appreciation (depreciation) on investments		(11,433,181	)		6,969,384


Net increase (decrease) from operations		(4,627,178	)		15,931,980


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(2,249,368	)		(6,256,063	)
From net realized gain on investments		—			(2,295,666	)


Total distributions to shareholders		(2,249,368	)		(8,551,729	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(6,117,363	)		18,149,946


Net increase (decrease) in net assets		(12,993,909	)		25,530,197

NET ASSETS:

Beginning of period		189,615,825			164,085,628


End of period (including undistributed net investment income of $590,020 and distributions in excess of net investment income of $12,365, respectively)	$	176,621,916		$	189,615,825

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

Core Bond Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/2013			FOR THE YEARS ENDED
	(UNAUDITED)			12/31/12			12/31/11			12/31/10			12/31/09			12/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.56		$	11.05		$	10.94		$	10.38		$	9.69		$	10.05

Income (loss) from investment operations:
Net investment income		0.18	¹		0.41	¹		0.44	¹		0.45	¹		0.49	¹		0.45
Net realized and unrealized gain (loss) on investments		(0.47	)		0.66			0.18			0.48			0.62			(0.30	)


Total from investment operations		(0.29	)		1.07			0.62			0.93			1.11			0.15


Less distributions to shareholders:
From net investment income		(0.14	)		(0.41	)		(0.44	)		(0.37	)		(0.42	)		(0.46	)
From net realized gain on investments		—			(0.15	)		(0.07	)		—			—			(0.05	)


Total distributions to shareholders		(0.14	)		(0.56	)		(0.51	)		(0.37	)		(0.42	)		(0.51	)


Net asset value - End of period	$	11.13		$	11.56		$	11.05		$	10.94		$	10.38		$	9.69


Net assets - End of period (000’s omitted)	$	176,622		$	189,616		$	164,086		$	114,058		$	76,601		$	53,071


Total return²		(2.54	%)		9.74	%		5.68	%		8.97	%		11.46	%		1.66	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.70	%³		0.70	%		0.71	%		0.76	%		0.79	%		0.80	%
Net investment income		3.11	%³		3.55	%		3.91	%		4.10	%		4.84	%		4.73	%
Portfolio turnover		32	%		31	%		18	%		23	%		67	%		53	%

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

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

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.

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.

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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Preferred securities:
Financials	$	4,306,137	$	4,306,137	$	—	$	—
Debt securities:
U.S. Treasury and other U.S. Government agencies		12,186,224		—		12,186,224		—
Corporate debt:
Consumer Discretionary		14,244,316		—		14,244,316		—
Consumer Staples		1,656,824		—		1,656,824		—
Energy		8,409,580		—		8,409,580		—
Financials		77,729,448		—		77,729,448		—
Health Care		2,180,344		—		2,180,344		—
Industrials		6,286,484		—		6,286,484		—
Information Technology		7,840,085		—		7,840,085		—
Materials		14,115,704		—		14,115,704		—
Telecommunication Services		6,141,551		—		6,141,551		—
Utilities		2,846,748		—		2,846,748		—
Asset-backed securities		1,192,011		—		1,192,011		—
Commercial mortgage-backed securities		11,575,134		—		11,575,134		—
Foreign government bonds		1,615,500		—		1,615,500		—
Mutual fund		3,150,889		3,150,889		—		—

Total assets	$	175,476,979	$	7,457,026	$	168,019,953	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

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)

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, 2013.

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, 2013.

Restricted Securities

Illiquid Securities

Federal Taxes

Core Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

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)

average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2013. 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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $51,657,714 and $55,405,532 respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $7,742,550 and $1,598,642, respectively.

5.	Capital Stock Transactions

Transactions in shares of Core Bond Series were:


	FOR THE SIX MONTHS ENDED 06/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		725,912		$	8,398,811			1,780,781		$	20,734,234
Reinvested		190,251			2,175,923			734,730			8,458,577
Repurchased		(1,451,804	)		(16,692,097	)		(953,817	)		(11,042,865	)

Total		(535,641	)	$	(6,117,363	)		1,561,694		$	18,149,946

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)

7.	Foreign Securities

8.	Federal Income Tax Information


Ordinary income	$	6,235,528
Long-term capital gains		2,316,201

At June 30, 2013, 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	$	172,201,790
Unrealized appreciation		6,085,419
Unrealized depreciation		(2,810,230	)

Net unrealized appreciation	$	3,275,189

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-6/13-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, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13
Actual	$1,000.00	$ 981.90	$3.69
Hypothetical (5% return before expenses)	$1,000.00	$1,021.08	$3.76

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.75%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year.

Core Plus Bond Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS - 77.1%

Convertible Corporate Bonds - 0.4%
Financials - 0.4%
Real Estate Investment Trusts (REITS) - 0.4%
BioMed Realty LP², 3.75%, 1/15/2030
(Identified Cost $2,760,937)		WR³	$	2,375,000	$	2,873,750

Non-Convertible Corporate Bonds - 76.7%
Consumer Discretionary - 9.4%
Auto Components - 0.1%
Gestamp Funding Luxembourg S.A. (Spain)², 5.625%, 5/31/2020		B1		405,000		384,750

Hotels, Restaurants & Leisure - 1.2%
International Game Technology, 7.50%, 6/15/2019		Baa2		6,755,000		7,820,405

Household Durables - 1.6%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)², 6.125%, 7/1/2022		B2		385,000		377,781
Lennar Corp., 6.95%, 6/1/2018		Ba3		385,000		415,800
NVR, Inc., 3.95%, 9/15/2022		Baa2		6,225,000		6,052,163
Tupperware Brands Corp., 4.75%, 6/1/2021		Baa3		3,125,000		3,169,469
Weekley Homes LLC - Weekley Finance Corp.², 6.00%, 2/1/2023		B2		345,000		338,963


						10,354,176

Media - 3.8%
CCO Holdings LLC - CCO Holdings Capital Corp.², 5.25%, 3/15/2021		B1		575,000		566,375
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		Baa2		4,710,000		5,085,495
Discovery Communications LLC, 5.05%, 6/1/2020		Baa2		4,875,000		5,408,320
Nara Cable Funding Ltd. (Spain)², 8.875%, 12/1/2018		B1		480,000		499,200
Sirius XM Radio, Inc.², 8.75%, 4/1/2015		B1		350,000		385,000
Sirius XM Radio, Inc.², 4.25%, 5/15/2020		B1		500,000		470,000
Starz LLC - Starz Finance Corp., 5.00%, 9/15/2019		Ba2		595,000		590,537
Time Warner, Inc., 3.15%, 7/15/2015		Baa2		3,000,000		3,133,701
Time Warner, Inc., 4.75%, 3/29/2021		Baa2		4,110,000		4,421,320
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)², 5.50%, 1/15/2023		Ba3		600,000		567,000
Virgin Media Secured Finance plc (United Kingdom), 5.25%, 1/15/2021		Ba3		360,000		360,032
The Walt Disney Co., 1.35%, 8/16/2016		A2		3,000,000		3,027,144


						24,514,124

Multiline Retail - 1.0%
Dollar General Corp., 1.875%, 4/15/2018		Baa3		3,300,000		3,183,929
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		Baa3		3,420,000		3,154,485


						6,338,414

Specialty Retail - 1.1%
Advance Auto Parts, Inc., 4.50%, 1/15/2022		Baa3		1,650,000		1,604,590
Dufry Finance SCA (Switzerland)², 5.50%, 10/15/2020		Ba3		365,000		365,964

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Specialty Retail (continued)
The Home Depot, Inc., 5.40%, 3/1/2016		A3	$	4,325,000	$	4,819,287
Rent-A-Center, Inc., 6.625%, 11/15/2020		Ba3		500,000		523,750


						7,313,591

Textiles, Apparel & Luxury Goods - 0.6%
Jones Group, Inc. - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019		B1		380,000		381,900
VF Corp., 5.95%, 11/1/2017		A3		2,815,000		3,265,746


						3,647,646


Total Consumer Discretionary						60,373,106


Consumer Staples - 1.3%
Beverages - 0.5%
The Coca-Cola Co., 1.50%, 11/15/2015		Aa3		3,000,000		3,060,345

Food Products - 0.7%
C&S Group Enterprises LLC², 8.375%, 5/1/2017		B1		604,000		640,240
FAGE Dairy Industry S.A. - FAGE USA Dairy Industry, Inc. (Greece)², 9.875%, 2/1/2020		B3		375,000		404,063
Land O’ Lakes, Inc.², 6.00%, 11/15/2022		Ba2		345,000		355,350
Shearer’s Foods LLC - Chip Finance Corp.², 9.00%, 11/1/2019		B3		455,000		481,163
Tyson Foods, Inc., 4.50%, 6/15/2022		Baa3		2,350,000		2,401,286


						4,282,102

Household Products - 0.0%*
The Procter & Gamble Co., 4.85%, 12/15/2015		Aa3		25,000		27,489

Tobacco - 0.1%
Vector Group Ltd., 7.75%, 2/15/2021		Ba3		580,000		598,850


Total Consumer Staples						7,968,786


Energy - 4.3%
Energy Equipment & Services - 2.5%
Baker Hughes, Inc., 7.50%, 11/15/2018		A2		3,155,000		3,972,776
Calfrac Holdings LP (Canada)², 7.50%, 12/1/2020		B1		745,000		737,550
Schlumberger Oilfield plc², 4.20%, 1/15/2021		A1		2,630,000		2,808,748
Shelf Drilling Holdings Ltd. (United Arab Emirates)², 8.625%, 11/1/2018		B1		375,000		390,000
Sidewinder Drilling, Inc.², 9.75%, 11/15/2019		B3		375,000		379,687
Weatherford International Ltd., 9.625%, 3/1/2019		Baa2		6,175,000		7,806,565


						16,095,326

Oil, Gas & Consumable Fuels - 1.8%
Buckeye Partners LP, 4.15%, 7/1/2023		Baa3		3,380,000		3,288,554
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.², 6.625%, 11/15/2019		Ba3		775,000		767,250

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
EOG Resources, Inc., 2.625%, 3/15/2023		A3	$	2,765,000	$	2,587,327
EPL Oil & Gas, Inc., 8.25%, 2/15/2018		Caa1		560,000		576,800
Gulfport Energy Corp.², 7.75%, 11/1/2020		B3		565,000		572,063
Lukoil International Finance B.V. (Russia)², 3.416%, 4/24/2018		Baa2		1,950,000		1,896,375
Northern Tier Energy LLC - Northern Tier Finance Corp.², 7.125%, 11/15/2020		B1		595,000		600,950
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		Ba3		545,000		570,887
Sabine Pass Liquefaction LLC², 5.625%, 2/1/2021		Ba3		700,000		679,000


						11,539,206


Total Energy						27,634,532


Financials - 42.3%
Capital Markets - 8.7%
Goldman Sachs Capital II⁴, 4.00%, 6/1/2043		Ba2		4,205,000		3,342,975
The Goldman Sachs Group, Inc., 2.375%, 1/22/2018		A3		3,290,000		3,230,227
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		A3		5,875,000		6,620,185
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		A3		4,510,000		4,893,594
The Goldman Sachs Group, Inc., 5.25%, 7/27/2021		A3		3,085,000		3,300,638
Jefferies Finance LLC - JFIN Co-Issuer Corp.², 7.375%, 4/1/2020		B1		575,000		557,750
Jefferies Group LLC, 5.125%, 4/13/2018		Baa3		4,000,000		4,180,008
Jefferies Group LLC, 8.50%, 7/15/2019		Baa3		6,925,000		8,344,625
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018		Baa2		2,295,000		2,641,368
Morgan Stanley, 2.125%, 4/25/2018		Baa1		5,070,000		4,852,147
Morgan Stanley, 7.30%, 5/13/2019		Baa1		4,310,000		5,006,556
Morgan Stanley, 5.50%, 1/26/2020		Baa1		4,485,000		4,814,141
Morgan Stanley, 5.75%, 1/25/2021		Baa1		3,940,000		4,276,681


						56,060,895

Commercial Banks - 7.5%
BBVA Bancomer S.A. (Mexico)², 6.75%, 9/30/2022		Baa2		4,300,000		4,644,000
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		Baa3		3,190,000		3,286,092
HSBC Bank plc (United Kingdom)², 1.50%, 5/15/2018		Aa3		4,190,000		4,037,848
Intesa Sanpaolo S.p.A. (Italy), 3.125%, 1/15/2016		Baa2		3,230,000		3,175,923
Intesa Sanpaolo S.p.A. (Italy)², 6.50%, 2/24/2021		Baa2		3,280,000		3,303,524
Lloyds TSB Bank plc (United Kingdom)², 6.50%, 9/14/2020		Baa3		2,930,000		3,123,723
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		A3		7,665,000		9,017,650
National City Corp., 6.875%, 5/15/2019		Baa1		1,920,000		2,296,566
PNC Bank National Association, 5.25%, 1/15/2017		A3		5,640,000		6,231,241
Royal Bank of Canada (Canada), 1.20%, 9/19/2017		Aaa		1,550,000		1,512,273
Santander Holdings USA, Inc., 3.00%, 9/24/2015		Baa2		2,000,000		2,050,664
Santander Holdings USA, Inc., 4.625%, 4/19/2016		Baa2		750,000		791,188
Wells Fargo & Co., Series M, 3.45%, 2/13/2023		A3		3,175,000		3,032,236

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
Westpac Banking Corp. (Australia)², 1.25%, 12/15/2017		Aaa	$	1,475,000	$	1,436,060


						47,938,988

Consumer Finance - 3.4%
American Express Co., 2.65%, 12/2/2022		A3		4,525,000		4,178,009
American Express Co.⁴, 6.80%, 9/1/2066		Baa2		3,445,000		3,677,537
Capital One Bank USA National Association, 3.375%, 2/15/2023		Baa1		4,950,000		4,679,007
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		A2		3,385,000		4,193,328
Credit Acceptance Corp., 9.125%, 2/1/2017		B1		330,000		348,975
John Deere Capital Corp., 5.75%, 9/10/2018		A2		3,795,000		4,428,936


						21,505,792

Diversified Financial Services - 8.0%
Bank of America Corp., 5.75%, 8/15/2016		Baa3		3,715,000		4,036,964
Bank of America Corp., 3.30%, 1/11/2023		Baa2		1,520,000		1,436,623
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		A2		2,195,000		2,613,676
Citigroup, Inc., 8.50%, 5/22/2019		Baa2		10,616,000		13,376,447
CME Group, Inc., 3.00%, 9/15/2022		Aa3		6,010,000		5,658,115
CNG Holdings, Inc.², 9.375%, 5/15/2020		B3		705,000		676,800
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		Baa3		6,030,000		6,430,537
General Electric Capital Corp., 5.625%, 5/1/2018		A1		2,150,000		2,466,059
General Electric Capital Corp., 5.50%, 1/8/2020		A1		3,105,000		3,500,844
ING Bank N.V. (Netherlands)², 5.125%, 5/1/2015		Baa2		3,100,000		3,240,833
ING US, Inc. (Netherlands)², 2.90%, 2/15/2018		Baa3		2,050,000		2,060,316
ING US, Inc. (Netherlands)², 5.50%, 7/15/2022		Baa3		1,100,000		1,170,124
JPMorgan Chase Bank National Association, 5.875%, 6/13/2016		A1		3,000,000		3,344,967
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.², 7.375%, 10/1/2017		Ba3		575,000		586,500
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.², 8.875%, 8/1/2020		B2		715,000		743,600


						51,342,405

Insurance - 5.7%
American International Group, Inc., 4.875%, 6/1/2022		Baa1		8,525,000		9,087,002
Fidelity National Financial, Inc., 6.60%, 5/15/2017		Baa3		5,495,000		6,090,521
First American Financial Corp., 4.30%, 2/1/2023		Baa3		3,160,000		3,040,125
Genworth Holdings, Inc., 7.625%, 9/24/2021		Baa3		7,955,000		9,244,346
Genworth Holdings, Inc.⁴, 6.15%, 11/15/2066		Ba1		1,750,000		1,518,125
Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		Baa3		6,915,000		7,524,322


						36,504,441

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) - 9.0%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		Baa3	$	1,620,000	$	1,554,576
American Tower Trust I², 1.551%, 3/15/2018		Aaa		1,625,000		1,596,850
BioMed Realty LP, 3.85%, 4/15/2016		Baa3		2,750,000		2,883,625
Boston Properties LP, 5.875%, 10/15/2019		Baa2		4,455,000		5,138,442
Camden Property Trust, 5.70%, 5/15/2017		Baa1		4,025,000		4,475,929
Corporate Office Properties LP², 3.60%, 5/15/2023		Baa3		3,350,000		3,091,976
Corrections Corp. of America², 4.125%, 4/1/2020		Ba1		580,000		566,950
Digital Realty Trust LP, 5.875%, 2/1/2020		Baa2		1,000,000		1,091,149
Digital Realty Trust LP, 5.25%, 3/15/2021		Baa2		4,180,000		4,360,200
HCP, Inc., 6.70%, 1/30/2018		Baa1		4,500,000		5,266,998
Health Care REIT, Inc., 4.95%, 1/15/2021		Baa2		3,450,000		3,670,959
Host Hotels & Resorts LP, Series D, 3.75%, 10/15/2023		Baa3		3,290,000		3,017,414
Mack-Cali Realty LP, 7.75%, 8/15/2019		Baa2		2,665,000		3,265,113
National Retail Properties, Inc., 3.30%, 4/15/2023		Baa2		3,340,000		3,018,495
Simon Property Group LP, 6.125%, 5/30/2018		A3		3,000,000		3,524,679
Simon Property Group LP, 10.35%, 4/1/2019		A3		3,670,000		5,082,700
UDR, Inc., 4.625%, 1/10/2022		Baa2		5,700,000		5,896,867


						57,502,922


Total Financials						270,855,443


Health Care - 1.0%
Health Care Equipment & Supplies - 0.3%
Alere, Inc.², 6.50%, 6/15/2020		Caa1		795,000		771,150
Fresenius Medical Care US Finance, Inc. (Germany)², 6.50%, 9/15/2018		Ba2		695,000		755,813
Fresenius US Finance II, Inc. (Germany)², 9.00%, 7/15/2015		Ba1		445,000		491,725


						2,018,688

Health Care Providers & Services - 0.5%
Express Scripts Holding Co., 4.75%, 11/15/2021		Baa3		2,885,000		3,086,520
Tenet Healthcare Corp.², 4.50%, 4/1/2021		Ba3		405,000		377,663


						3,464,183

Pharmaceuticals - 0.2%
Valeant Pharmaceuticals International², 6.75%, 8/15/2021		B1		395,000		395,494
VPII Escrow Corp.², 6.75%, 8/15/2018		B1		575,000		589,375


						984,869


Total Health Care						6,467,740


Industrials - 3.5%
Aerospace & Defense - 1.0%
Bombardier, Inc. (Canada)², 4.25%, 1/15/2016		Ba2		365,000		373,213

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Aerospace & Defense (continued)
Bombardier, Inc. (Canada)², 6.125%, 1/15/2023		Ba2	$	580,000	$	575,650
DigitalGlobe, Inc.², 5.25%, 2/1/2021		B1		365,000		350,400
Ducommun, Inc., 9.75%, 7/15/2018		B3		350,000		382,375
Textron, Inc., 7.25%, 10/1/2019		Baa3		3,790,000		4,500,595


						6,182,233

Air Freight & Logistics - 0.1%
Aguila 3 S.A. (Luxembourg)², 7.875%, 1/31/2018		B2		370,000		381,100
FedEx Corp., 8.00%, 1/15/2019		Baa1		435,000		549,876


						930,976

Airlines - 0.3%
Aviation Capital Group Corp.², 4.625%, 1/31/2018		BB⁵		360,000		354,409
Aviation Capital Group Corp.², 6.75%, 4/6/2021		BB⁵		395,000		415,997
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016		Ba2		165,000		171,600
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		Ba3		365,000		376,862
United Continental Holdings, Inc., 6.375%, 6/1/2018		B2		390,000		383,175


						1,702,043

Commercial Services & Supplies - 0.1%
Clean Harbors, Inc., 5.25%, 8/1/2020		Ba2		365,000		370,475
Garda World Security Corp. (Canada)², 9.75%, 3/15/2017		B2		380,000		401,850


						772,325

Industrial Conglomerates - 0.5%
General Electric Co., 5.25%, 12/6/2017		Aa3		2,100,000		2,371,209
Tyco Electronics Group S.A. (Switzerland), 4.875%, 1/15/2021		Baa2		800,000		852,727


						3,223,936

Machinery - 0.5%
Dynacast International LLC - Dynacast Finance, Inc., 9.25%, 7/15/2019		B2		535,000		583,150
Joy Global, Inc., 5.125%, 10/15/2021		Baa2		2,350,000		2,495,832


						3,078,982

Marine - 0.1%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc., 8.875%, 11/1/2017		B1		390,000		403,650

Professional Services - 0.0%*
FTI Consulting, Inc.², 6.00%, 11/15/2022		Ba2		360,000		364,500

Road & Rail - 0.8%
Union Pacific Corp., 5.65%, 5/1/2017		Baa1		3,675,000		4,146,150

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Road & Rail (continued)
Union Pacific Corp., 2.95%, 1/15/2023		Baa1	$	1,100,000	$	1,059,257


						5,205,407

Trading Companies & Distributors - 0.1%
Rexel S.A. (France)², 5.25%, 6/15/2020		Ba3		575,000		573,563


Total Industrials						22,437,615


Information Technology - 3.3%
Communications Equipment - 0.1%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		Ba3		325,000		344,500
ViaSat, Inc., 6.875%, 6/15/2020		B2		500,000		527,500


						872,000

Computers & Peripherals - 2.4%
Apple, Inc., 2.40%, 5/3/2023		Aa1		1,690,000		1,567,414
EMC Corp., 2.65%, 6/1/2020		A1		7,435,000		7,329,267
Hewlett-Packard Co., 2.125%, 9/13/2015		Baa1		6,615,000		6,694,949


						15,591,630

Electronic Equipment, Instruments & Components - 0.1%
CPI International, Inc., 8.00%, 2/15/2018		B3		390,000		401,700

Software - 0.7%
Audatex North America, Inc.², 6.00%, 6/15/2021		Ba2		550,000		548,625
Autodesk, Inc., 3.60%, 12/15/2022		Baa2		3,510,000		3,350,172
Interface Security Systems Holdings, Inc. - Interface Security Systems LLC², 9.25%, 1/15/2018		B3		360,000		367,200


						4,265,997


Total Information Technology						21,131,327


Materials - 6.2%
Chemicals - 0.8%
Ashland, Inc.², 3.875%, 4/15/2018		Ba1		580,000		574,200
Eastman Chemical Co., 3.60%, 8/15/2022		Baa2		3,000,000		2,891,577
Nufarm Australia Ltd. (Australia)², 6.375%, 10/15/2019		Ba3		735,000		733,163
Rentech Nitrogen Partners LP - Rentech Nitrogen Finance Corp.², 6.50%, 4/15/2021		B1		605,000		598,950
Trinseo Materials Operating SCA - Trinseo Materials Finance, Inc. (Luxembourg)², 8.75%, 2/1/2019		B1		365,000		348,575


						5,146,465

Metals & Mining - 4.2%
Allegheny Technologies, Inc., 5.95%, 1/15/2021		Baa3		5,185,000		5,508,233
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		A1		3,230,000		3,866,992
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		Baa3		500,000		481,804

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		Baa3	$	1,000,000	$	901,396
Freeport-McMoRan Copper & Gold, Inc.², 2.375%, 3/15/2018		Baa3		2,350,000		2,235,029
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 3/1/2022		Baa3		2,925,000		2,656,944
Rio Tinto Finance USA Ltd. (Australia), 3.75%, 9/20/2021		A3		4,000,000		3,950,184
Rio Tinto Finance USA plc (United Kingdom), 1.375%, 6/17/2016		A3		3,900,000		3,876,518
Shale-Inland Holdings LLC - Shale-Inland Finance Corp.², 8.75%, 11/15/2019		B3		375,000		382,500
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		Baa2		3,010,000		2,926,792


						26,786,392

Paper & Forest Products - 1.2%
International Paper Co., 7.50%, 8/15/2021		Baa3		5,330,000		6,541,930
Smurfit Kappa Acquisitions (Ireland)², 4.875%, 9/15/2018		Ba2		940,000		911,800


						7,453,730


Total Materials						39,386,587


Telecommunication Services - 4.6%
Diversified Telecommunication Services - 2.1%
Digicel Ltd. (Jamaica)², 6.00%, 4/15/2021		B1		585,000		552,825
Inmarsat Finance plc (United Kingdom)², 7.375%, 12/1/2017		Ba2		295,000		306,800
Telefonica Emisiones S.A.U. (Spain), 3.192%, 4/27/2018		Baa2		6,485,000		6,281,423
UPCB Finance VI Ltd. (Netherlands)², 6.875%, 1/15/2022		Ba3		410,000		424,350
Verizon Communications, Inc., 2.00%, 11/1/2016		A3		3,000,000		3,056,898
Verizon Communications, Inc., 8.75%, 11/1/2018		A3		1,386,000		1,806,429
Windstream Corp., 7.50%, 6/1/2022		B1		665,000		678,300


						13,107,025

Wireless Telecommunication Services - 2.5%
America Movil SAB de C.V. (Mexico), 5.00%, 3/30/2020		A2		4,980,000		5,344,984
Crown Castle Towers LLC², 6.113%, 1/15/2020		A2		4,070,000		4,670,223
Crown Castle Towers LLC², 4.883%, 8/15/2020		A2		610,000		655,953
SBA Tower Trust², 5.101%, 4/17/2017		A2		2,095,000		2,291,291
SBA Tower Trust², 2.933%, 12/15/2017		A2		1,515,000		1,528,886
SBA Tower Trust², 3.598%, 4/15/2018		Baa3		1,640,000		1,622,755


						16,114,092


Total Telecommunication Services						29,221,117


Utilities - 0.8%
Electric Utilities - 0.5%
System Energy Resources, Inc., 4.10%, 4/1/2023		Baa1		3,110,000		3,090,522

Gas Utilities - 0.3%
National Fuel Gas Co., 3.75%, 3/1/2023		Baa1		2,000,000		1,924,674

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)

CREDIT
RATING¹
(UNAUDITED)

       PRINCIPAL
        AMOUNT/
       SHARES

VALUE

(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)

Utilities (continued)

Independent Power Producers & Energy Traders - 0.0%*

NRG Energy, Inc., 7.875%, 5/15/2021

350,000

373,625

Total Utilities

5,388,821

Total Non-Convertible Corporate Bonds

(Identified Cost $473,066,976)

490,865,074

TOTAL CORPORATE BONDS

(Identified Cost $475,827,913)

493,738,824

PREFERRED STOCKS - 3.1%

Financials - 3.1%

Commercial Banks - 1.4%

BB&T Corp., Series D (non-cumulative), 5.85%

Baa2

119,980

3,006,699

PNC Financial Services Group, Inc., Series Q (non-cumulative), 5.375%

Baa3

123,550

2,996,087

U.S. Bancorp., Series F (non-cumulative), 6.50%⁶

Baa1

114,010

3,203,681

9,206,467

Diversified Financial Services - 0.5%

JPMorgan Chase & Co., Series P (non-cumulative), 5.45%

Ba1

126,000

3,002,580

Real Estate Investment Trusts (REITS) - 1.2%

Boston Properties, Inc., Series F, 5.25%

Baa3

132,000

3,177,240

National Retail Properties, Inc., 5.70%

Baa3

70,000

1,677,900

Public Storage, Series Q, 6.50%

109,100

2,804,961

7,660,101

TOTAL PREFERRED STOCKS

(Identified Cost $19,835,173)

19,869,148

ASSET-BACKED SECURITIES - 1.0%

FDIC Trust, Series 2011-R1, Class A², 2.672%, 7/25/2026

WR³

848,832

874,745

Hertz Vehicle Financing LLC, Series 2009-2A, Class A2², 5.29%, 3/25/2016

Aaa

2,585,000

2,744,138

Hertz Vehicle Financing LLC, Series 2010-1A, Class A2², 3.74%, 2/25/2017

Aaa

2,360,000

2,478,696

SLM Student Loan Trust, Series 2002-4, Class A4⁴, 0.413%, 3/15/2017

Aaa

86,173

85,855

TOTAL ASSET-BACKED SECURITIES

(Identified Cost $5,878,478)

6,183,434

COMMERCIAL MORTGAGE-BACKED SECURITIES - 6.6%

Americold LLC Trust, Series 2010-ARTA, Class A1², 3.847%, 1/14/2029

AAA⁵

348,692

363,447

BAMLL Commercial Mortgage Securities Trust, Series 2012-PARK, Class A², 2.959%, 12/10/2030

AAA⁵

745,000

699,025

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Banc of America Commercial Mortgage Trust, Series 2006-2, Class A4⁴, 5.73%, 5/10/2045		AAA⁵	$	700,000	$	772,967
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		Aaa		335,000		367,603
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		Aaa		715,000		762,068
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A4⁴, 5.715%, 9/11/2038		Aaa		1,010,000		1,114,907
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		AAA⁵		650,000		718,774
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A2², 3.759%, 4/15/2044		Aaa		240,000		252,678
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A4⁴, 5.218%, 7/15/2044		Aaa		500,000		537,098
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1², 3.156%, 7/10/2046		Aaa		1,180,941		1,227,057
Commercial Mortgage Pass-Through Certificates, Series 2012-CR4, Class A3, 2.853%, 10/15/2045		Aaa		1,055,000		974,915
Commercial Mortgage Trust, Series 2006-GG7, Class A4⁴, 5.86%, 7/10/2038		Aaa		1,695,000		1,878,828
Credit Suisse Commercial Mortgage Trust, Series 2013-IVR3, Class A1^2,4, 2.50%, 5/25/2043		AAA⁵		1,586,924		1,516,150
Credit Suisse Mortgage Capital Certificates, Series 2013-TH1, Class A1^2,4, 2.13%, 2/25/2043		AAA⁵		1,518,329		1,427,361
Extended Stay America Trust, Series 2013-ESH7, Class A27², 2.958%, 12/5/2031		Aaa		1,500,000		1,455,841
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class A2, 2.377%, 5/25/2022		WR³		1,400,000		1,326,699
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		WR³		1,325,000		1,308,249
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		WR³		1,480,000		1,462,228
FREMF Mortgage Trust, Series 2011-K701, Class B^2,4, 4.286%, 7/25/2048		A⁵		950,000		967,774
FREMF Mortgage Trust, Series 2011-K702, Class B^2,4, 4.77%, 4/25/2044		A3		230,000		238,555
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A4⁴, 5.294%, 1/12/2043		Aaa		850,000		918,451
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁴, 5.20%, 12/15/2044		Aaa		1,670,000		1,802,165
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁴, 5.863%, 4/15/2045		Aaa		1,075,000		1,187,706
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2010-C2, Class A3², 4.07%, 11/15/2043		AAA⁵		750,000		789,261
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^2,4, 3.00%, 3/25/2043		WR³		1,395,058		1,381,200

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

JP Morgan Mortgage Trust, Series 2013-2, Class A2^2,4, 3.50%, 5/25/2043		AAA⁵	$	1,559,434	$	1,523,478
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-C5 Class A4, 3.176%, 8/15/2045		Aaa		1,505,000		1,443,569
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A⁴, 5.23%, 9/15/2042		Aaa		205,467		218,912
Morgan Stanley Capital I Trust, Series 2011-C1, Class A2², 3.884%, 9/15/2047		AAA⁵		200,000		211,774
Motel 6 Trust, Series 2012-MTL6, Class A2², 1.948%, 10/5/2025		AAA⁵		1,055,000		1,034,365
OBP Depositor LLC Trust, Series 2010-OBP, Class A², 4.646%, 7/15/2045		AAA⁵		420,000		455,432
Sequoia Mortgage Trust, Series 2011-2, Class A1⁴, 3.90%, 9/25/2041		WR³		1,240,098		1,231,867
Sequoia Mortgage Trust, Series 2013-2, Class A1⁴, 1.874%, 2/25/2043		AAA⁵		1,384,642		1,248,252
Sequoia Mortgage Trust, Series 2013-7, Class A2⁴, 3.00%, 6/25/2043		AAA⁵		1,027,868		970,425
Sequoia Mortgage Trust, Series 2013-8, Class A1⁴, 3.00%, 6/25/2043		Aaa		1,424,000		1,342,897
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX², 4.004%, 9/13/2028		AAA⁵		1,195,000		1,245,417
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁴, 5.239%, 10/15/2044		Aaa		1,060,032		1,139,650
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁴, 6.011%, 6/15/2045		Aaa		1,220,000		1,357,883
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2², 4.393%, 11/15/2043		Aaa		1,350,000		1,424,863
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class A3, 2.918%, 10/15/2045		Aaa		1,915,000		1,793,644


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $42,707,919)						42,093,435


FOREIGN GOVERNMENT BONDS - 2.1%

Brazilian Government Bond (Brazil), 8.875%, 10/14/2019		Baa2		1,300,000		1,709,500
Chile Government Bond (Chile), 3.25%, 9/14/2021		Aa3		3,200,000		3,200,000
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016		A3	MYR	8,905,000		2,890,967
Mexican Government Bond (Mexico), 8.00%, 12/17/2015		Baa1	MXN	55,455,000		4,628,066
Russian Foreign Bond - Eurobond (Russia), 5.00%, 4/29/2020		Baa1		1,000,000		1,070,000


TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $13,643,600)						13,498,533


MUTUAL FUND - 0.0%*

John Hancock Preferred Income Fund
(Identified Cost $139,390)				10,500		218,505

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	PRINCIPAL AMOUNT		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES - 6.8%

Mortgage-Backed Securities - 6.8%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021	$	1,858,645	$	2,004,544
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		153,682		165,788
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		170,426		186,973
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		1,193,257		1,287,298
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		219,986		241,325
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		2,088,612		2,253,737
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		127,778		137,905
Fannie Mae, Pool #AB4086, 3.00%, 12/1/2026		1,430,892		1,473,416
Fannie Mae, Pool #AJ7717, 3.00%, 12/1/2026		1,735,768		1,787,423
Fannie Mae, Pool #AK0726, 3.00%, 2/1/2027		703,860		724,664
Fannie Mae, Pool #AK4747, 3.50%, 3/1/2027		679,851		709,026
Fannie Mae, Pool #AB5970, 3.00%, 8/1/2027		1,994,885		2,055,989
Fannie Mae, Pool #AL3299, 3.00%, 2/1/2028		1,443,340		1,486,732
Fannie Mae, Pool #AL3586, 3.00%, 3/1/2028		979,434		1,009,936
Fannie Mae, Pool #MA1453, 3.00%, 5/1/2028		742,898		765,784
Fannie Mae, Pool #AT9599, 3.00%, 6/1/2028		318,617		328,431
Fannie Mae, Pool #918516, 5.50%, 6/1/2037		808,435		876,796
Fannie Mae, Pool #995876, 6.00%, 11/1/2038		2,798,341		3,041,088
Fannie Mae, Pool #AO8298, 3.50%, 8/1/2042		1,093,524		1,112,261
Fannie Mae, Pool #AB6228, 3.50%, 9/1/2042		1,096,278		1,116,448
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		1,516,025		1,483,329
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		347,805		340,342
Fannie Mae, Pool #AL3499, 3.50%, 5/1/2043		575,579		585,466
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		798,047		780,913
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		725,497		709,827
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		706,234		765,575
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		208,745		228,356
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		155,008		169,570
Freddie Mac, Pool #J19935, 2.50%, 8/1/2022		1,386,259		1,414,587
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		118,854		130,542
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		210,189		231,536
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		93,828		101,585
Freddie Mac, Pool #J16679, 3.00%, 9/1/2026		1,089,620		1,123,126
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		1,141,362		1,226,167
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		1,044,173		1,121,757
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		108,147		116,445
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		816,374		885,500
Freddie Mac, Pool #C03815, 3.50%, 3/1/2042		355,482		360,832
Freddie Mac, Pool #G07213, 3.50%, 11/1/2042		975,759		991,309
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		1,517,584		1,404,360
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		1,871,428		1,731,804
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		777,148		759,306
Freddie Mac, Pool #Q19118, 3.50%, 6/1/2043		1,450,996		1,474,236

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

Core Plus Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac, Pool #Q19121, 3.50%, 6/1/2043	$	1,450,996	$	1,472,887
Freddie Mac, Pool #V80160, 3.50%, 6/1/2043		870,597		883,618
Freddie Mac, Pool #C09044, 3.50%, 7/1/2043		580,398		588,998


TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $44,166,228)				43,847,537


SHORT-TERM INVESTMENT - 0.6%

Dreyfus Cash Management, Inc. - Institutional Shares⁷, 0.05%,
(Identified Cost $3,608,880)		3,608,880		3,608,880

TOTAL INVESTMENTS - 97.3%
(Identified Cost $605,807,581)				623,058,296
OTHER ASSETS, LESS LIABILITIES - 2.7%				17,235,796


NET ASSETS - 100%			$	640,294,092

*Less than 0.1%

MXN - Mexican Peso

MYR - Malaysian Ringgit

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 $96,614,360, or 15.1%, of the Series’ net assets as of June 30, 2013 (see Note 2 to the financial statements).

³Credit rating has been withdrawn. As of June 30, 2013, there is no rating available (unaudited).

⁴The coupon rate is floating and is the effective rate as of June 30, 2013.

⁵Credit ratings from S&P (unaudited).

⁶The rate shown is a fixed rate as of June 30, 2013; the rate becomes floating, based on LIBOR plus a spread, in 2022.

⁷Rate shown is the current yield as of June 30, 2013.

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

Core Plus Bond Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments, at value (identified cost $605,807,581) (Note 2)	$	623,058,296
Interest receivable		6,340,139
Receivable for fund shares sold		748,645
Dividends receivable		46,791
Receivable for securities sold		19,590,046
Prepaid expenses		2,036


TOTAL ASSETS		649,785,953


LIABILITIES:

Accrued management fees (Note 3)		377,569
Accrued fund accounting and administration fees (Note 3)		22,558
Accrued transfer agent fees (Note 3)		1,828
Accrued Chief Compliance Officer service fees (Note 3)		339
Payable for securities purchased		8,143,942
Payable for fund shares repurchased		881,015
Other payables and accrued expenses		64,610


TOTAL LIABILITIES		9,491,861


TOTAL NET ASSETS	$	640,294,092


NET ASSETS CONSIST OF:

Capital stock	$	586,537
Additional paid-in-capital		605,872,658
Undistributed net investment income		2,151,623
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		14,433,102
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		17,250,172


TOTAL NET ASSETS	$	640,294,092


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($640,294,092/58,653,708 shares)	$	10.92

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, 2013 (unaudited)


INVESTMENT INCOME:

Interest	$	12,957,575
Dividends (net of foreign taxes withheld, $6,612)		456,482


Total Investment Income		13,414,057


EXPENSES:

Management fees (Note 3)		2,280,483
Fund accounting and administration fees (Note 3)		66,517
Transfer agent fees (Note 3)		8,117
Directors’ fees (Note 3)		7,230
Chief Compliance Officer service fees (Note 3)		1,117
Custodian fees		17,929
Miscellaneous		64,522


Total Expenses		2,445,915


NET INVESTMENT INCOME		10,968,142


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

Net realized gain on- Investments		11,036,881
Foreign currency transactions and translation of other assets and liabilities		145,938


		11,182,819


Net change in unrealized appreciation (depreciation) on- Investments		(34,639,776	)
Foreign currency and translation of other assets and liabilities		(3,963	)


		(34,643,739	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(23,460,920	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(12,492,778	)

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 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	10,968,142		$	24,482,037
Net realized gain on investments and foreign currency		11,182,819			8,013,825
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(34,643,739	)		30,148,362


Net increase (decrease) from operations		(12,492,778	)		62,644,224


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(8,763,707	)		(24,561,572	)
From net realized gain on investments		—			(5,701,872	)


Total distributions to shareholders		(8,763,707	)		(30,263,444	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		30,469,019			29,117,332


Net increase in net assets		9,212,534			61,498,112

NET ASSETS:

Beginning of period		631,081,558			569,583,446


End of period (including undistributed net investment income of $2,151,623 and distribution in excess of net investment income $52,812, respectively)	$	640,294,092		$	631,081,558

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

Core Plus Bond Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/2013 (UNAUDITED)			FOR THE YEARS ENDED
	FOR THE SIX MONTHS ENDED 6/30/2013 (UNAUDITED)			12/31/12			12/31/11			12/31/10			12/31/09			12/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.27		$	10.67		$	10.96		$	10.49		$	9.66		$	10.02

Income (loss) from investment operations:
Net investment income		0.19	¹		0.45	¹		0.51	¹		0.55	¹		0.57	¹		0.42
Net realized and unrealized gain (loss) on investments		(0.39	)		0.70			0.03			0.51			0.82			(0.32	)


Total from investment operations		(0.20	)		1.15			0.54			1.06			1.39			0.10


Less distributions to shareholders:
From net investment income		(0.15	)		(0.45	)		(0.51	)		(0.52	)		(0.56	)		(0.45	)
From net realized gain on investments		—			(0.10	)		(0.32	)		(0.07	)		—			(0.01	)


Total distributions to shareholders		(0.15	)		(0.55	)		(0.83	)		(0.59	)		(0.56	)		(0.46	)


Net asset value - End of period	$	10.92		$	11.27		$	10.67		$	10.96		$	10.49		$	9.66


Net assets - End of period (000’s omitted)	$	640,294		$	631,082		$	569,583		$	535,355		$	395,308		$	340,631


Total return²		(1.80	%)		10.94	%		4.91	%		10.18	%		14.35	%		1.24	%
Ratios (to average net assets)/Supplemental Data:
Expenses^*		0.75	%³		0.75	%		0.75	%		0.76	%		0.78	%		0.80	%
Net investment income		3.37	%³		4.01	%		4.56	%		4.92	%		5.60	%		4.84	%
Portfolio turnover		28	%		41	%		35	%		31	%		72	%		63	%

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

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

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.

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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Preferred securities:
Financials	$	19,869,148	$	19,869,148	$	—	$	—
Debt securities:
U.S. Treasury and other U.S. Government agencies		43,847,537		—		43,847,537		—
Corporate debt:
Consumer Discretionary		60,373,106		—		60,373,106		—
Consumer Staples		7,968,786		—		7,968,786		—
Energy		27,634,532		—		27,634,532		—
Financials		270,855,443		—		270,855,443		—
Health Care		6,467,740		—		6,467,740		—
Industrials		22,437,615		—		22,437,615		—
Information Technology		21,131,327		—		21,131,327		—
Materials		39,386,587		—		39,386,587		—
Telecommunication Services		29,221,117		—		29,221,117		—
Utilities		5,388,821		—		5,388,821		—
Convertible corporate debt:
Financials		2,873,750		—		2,873,750		—
Asset-backed securities		6,183,434		—		6,183,434		—
Commercial mortgage-backed securities		42,093,435		—		42,093,435		—
Foreign government bonds		13,498,533		—		13,498,533		—
Mutual funds		3,827,385		3,827,385		—		—

Total assets	$	623,058,296	$	23,696,533	$	599,361,763	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

Security Transactions, Investment Income and Expenses

Core Plus Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

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 contracts during the six months ended June 30, 2013.

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)

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, 2013.

Restricted Securities

Illiquid Securities

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

Core Plus Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Other (continued)

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, 2014, 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, 2013. 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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $188,798,711 and $168,002,584 respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $29,277,069 and $5,864,642, respectively.

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 06/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,913,219		$	55,651,806			5,829,953		$	65,592,237
Reinvested		760,749			8,523,672			2,664,854			29,775,472
Repurchased		(3,006,136	)		(33,706,459	)		(5,875,777	)		(66,250,377	)

Total		2,667,832		$	30,469,019			2,619,030		$	29,117,332

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	$	26,389,475
Long-term capital gains		3,873,969

Core Plus Bond Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)

At June 30, 2013, 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	$	605,816,505
Unrealized appreciation		26,893,603
Unrealized depreciation		(9,651,812	)

Net unrealized appreciation	$	17,241,791

9.	Subsequent Event

Effective August 1, 2013, the shares of the Series have been redesignated as Class S Shares and the Series issued Class I Shares. Each class of shares is substantially the same except that Class S shares bear shareholder service fees.

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^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

MNCPB-6/13-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 in each class at the beginning of the period and held for the entire period (January 1, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

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


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,012.30	$5.64	1.13%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.19	$5.66	1.13%
Class I
Actual	$1,000.00	$1,013.70	$4.39	0.88%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.43	$4.41	0.88%

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

High Yield Bond Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO

High Yield Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS - 95.4%

Non-Convertible Corporate Bonds - 95.4%
Consumer Discretionary - 16.5%
Auto Components - 1.0%
Gestamp Funding Luxembourg S.A. (Spain)², 5.625%, 5/31/2020		B1	$	2,085,000	$	1,980,750

Household Durables - 3.0%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)², 6.125%, 7/1/2022		B2		2,035,000		1,996,844
Lennar Corp., 6.95%, 6/1/2018		Ba3		2,015,000		2,176,200
Weekley Homes LLC - Weekley Finance Corp.², 6.00%, 2/1/2023		B2		1,860,000		1,827,450


						6,000,494

Media - 8.3%
CCO Holdings LLC - CCO Holdings Capital Corp.², 5.25%, 3/15/2021		B1		2,995,000		2,950,075
Nara Cable Funding Ltd. (Spain)², 8.875%, 12/1/2018		B1		2,165,000		2,251,600
Sirius XM Radio, Inc.², 8.75%, 4/1/2015		B1		1,685,000		1,853,500
Sirius XM Radio, Inc.², 4.25%, 5/15/2020		B1		2,000,000		1,880,000
Starz LLC - Starz Finance Corp., 5.00%, 9/15/2019		Ba2		3,115,000		3,091,637
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)², 5.50%, 1/15/2023		Ba3		3,165,000		2,990,925
Virgin Media Secured Finance plc (United Kingdom), 5.25%, 1/15/2021		Ba3		1,870,000		1,870,165


						16,887,902

Specialty Retail - 2.3%
Dufry Finance SCA (Switzerland)², 5.50%, 10/15/2020		Ba3		2,000,000		2,005,284
Rent-A-Center, Inc., 6.625%, 11/15/2020		Ba3		2,630,000		2,754,925


						4,760,209

Textiles, Apparel & Luxury Goods - 1.9%
Jones Group, Inc. - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019		B1		1,870,000		1,879,350
SIWF Merger Sub, Inc. - Springs Industries, Inc.², 6.25%, 6/1/2021		B2		1,975,000		1,935,500


						3,814,850


Total Consumer Discretionary						33,444,205


Consumer Staples - 5.9%
Food Products - 4.4%
C&S Group Enterprises LLC², 8.375%, 5/1/2017		B1		2,369,000		2,511,140
FAGE Dairy Industry S.A. - FAGE USA Dairy Industry, Inc. (Greece)², 9.875%, 2/1/2020		B3		1,875,000		2,020,313
Land O’ Lakes, Inc.², 6.00%, 11/15/2022		Ba2		1,785,000		1,838,550
Shearer’s Foods LLC - Chip Finance Corp.², 9.00%, 11/1/2019		B3		2,390,000		2,527,425


						8,897,428

Tobacco - 1.5%
Vector Group Ltd., 7.75%, 2/15/2021		Ba3		3,000,000		3,097,500


Total Consumer Staples						11,994,928

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

High Yield Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy - 15.0%
Energy Equipment & Services - 3.7%
Calfrac Holdings LP (Canada)², 7.50%, 12/1/2020		B1	$	3,680,000	$	3,643,200
Shelf Drilling Holdings Ltd. (United Arab Emirates)², 8.625%, 11/1/2018		B1		1,890,000		1,965,600
Sidewinder Drilling, Inc.², 9.75%, 11/15/2019		B3		1,890,000		1,913,625


						7,522,425

Oil, Gas & Consumable Fuels - 11.3%
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.², 6.625%, 11/15/2019		Ba3		3,930,000		3,890,700
EPL Oil & Gas, Inc., 8.25%, 2/15/2018		Caa1		2,955,000		3,043,650
Gulfport Energy Corp.², 7.75%, 11/1/2020		B3		2,800,000		2,835,000
ION Geophysical Corp.², 8.125%, 5/15/2018		B3		1,380,000		1,331,700
LBC Tank Terminals Holding Netherlands B.V. (Belgium)², 6.875%, 5/15/2023		B3		1,970,000		1,974,925
Northern Tier Energy LLC - Northern Tier Finance Corp.², 7.125%, 11/15/2020		B1		3,145,000		3,176,450
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		Ba3		2,870,000		3,006,325
Sabine Pass Liquefaction LLC², 5.625%, 2/1/2021		Ba3		3,675,000		3,564,750


						22,823,500


Total Energy						30,345,925


Financials - 13.3%
Capital Markets - 2.9%
Jefferies Finance LLC - JFIN Co-Issuer Corp.², 7.375%, 4/1/2020		B1		2,970,000		2,880,900
Jefferies Group LLC, 8.50%, 7/15/2019		Baa3		2,500,000		3,012,500


						5,893,400

Commercial Banks - 1.0%
Provident Funding Associates LP - PFG Finance Corp.², 6.75%, 6/15/2021		Ba3		1,985,000		1,980,037

Consumer Finance - 0.9%
Credit Acceptance Corp., 9.125%, 2/1/2017		B1		1,770,000		1,871,775

Diversified Financial Services - 6.1%
CNG Holdings, Inc.², 9.375%, 5/15/2020		B3		3,150,000		3,024,000
CNH Capital LLC, 6.25%, 11/1/2016		Ba2		1,730,000		1,842,450
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.², 7.375%, 10/1/2017		Ba3		3,125,000		3,187,500
Oxford Finance LLC - Oxford Finance Co-Issuer, Inc.², 7.25%, 1/15/2018		B1		1,310,000		1,362,400
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.², 8.875%, 8/1/2020		B2		2,760,000		2,870,400


						12,286,750

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

High Yield Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Insurance - 1.0%
Fidelity & Guaranty Life Holdings, Inc.², 6.375%, 4/1/2021		B1	$	2,100,000	$	2,037,000

Real Estate Investment Trusts (REITS) - 1.4%
Corrections Corp. of America², 4.125%, 4/1/2020		Ba1		2,975,000		2,908,063


Total Financials						26,977,025


Health Care - 8.1%
Health Care Equipment & Supplies - 5.1%
Alere, Inc.², 7.25%, 7/1/2018		B3		1,880,000		1,992,800
Alere, Inc.², 6.50%, 6/15/2020		Caa1		2,060,000		1,998,200
Fresenius Medical Care US Finance, Inc. (Germany), 6.875%, 7/15/2017		Ba2		2,370,000		2,589,225
Fresenius Medical Care US Finance, Inc. (Germany)², 6.50%, 9/15/2018		Ba2		1,265,000		1,375,687
Fresenius US Finance II, Inc. (Germany)², 9.00%, 7/15/2015		Ba1		2,170,000		2,397,850


						10,353,762

Health Care Providers & Services - 0.4%
Tenet Healthcare Corp.², 4.50%, 4/1/2021		Ba3		1,000,000		932,500

Pharmaceuticals - 2.6%
Valeant Pharmaceuticals International², 6.75%, 8/15/2021		B1		3,815,000		3,819,769
VPII Escrow Corp.², 6.75%, 8/15/2018		B1		1,335,000		1,368,375


						5,188,144


Total Health Care						16,474,406


Industrials - 17.1%
Aerospace & Defense - 5.4%
Bombardier, Inc. (Canada)², 4.25%, 1/15/2016		Ba2		1,875,000		1,917,187
Bombardier, Inc. (Canada)², 6.125%, 1/15/2023		Ba2		3,185,000		3,161,113
DigitalGlobe, Inc.², 5.25%, 2/1/2021		B1		1,860,000		1,785,600
Ducommun, Inc., 9.75%, 7/15/2018		B3		1,845,000		2,015,663
Erickson Air-Crane, Inc.², 8.25%, 5/1/2020		B1		2,005,000		1,949,863


						10,829,426

Air Freight & Logistics - 1.0%
Aguila 3 S.A. (Luxembourg)², 7.875%, 1/31/2018		B2		1,885,000		1,941,550

Airlines - 4.5%
Aviation Capital Group Corp.², 4.625%, 1/31/2018		BB³		1,880,000		1,850,804
Aviation Capital Group Corp.², 6.75%, 4/6/2021		BB³		2,590,000		2,727,679
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016		Ba2		1,890,000		1,965,600
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		Ba3		850,000		877,625

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

High Yield Bond Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
United Continental Holdings, Inc., 6.375%, 6/1/2018		B2	$	1,760,000	$	1,729,200


						9,150,908

Commercial Services & Supplies - 1.0%
Clean Harbors, Inc., 5.25%, 8/1/2020		Ba2		1,695,000		1,720,425
Garda World Security Corp. (Canada)², 9.75%, 3/15/2017		B2		225,000		237,937


						1,958,362

Machinery - 1.3%
Dynacast International LLC - Dynacast Finance, Inc., 9.25%, 7/15/2019		B2		2,500,000		2,725,000

Marine - 1.0%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc., 8.875%, 11/1/2017		B1		2,015,000		2,085,525

Professional Services - 0.9%
FTI Consulting, Inc.², 6.00%, 11/15/2022		Ba2		1,880,000		1,903,500

Trading Companies & Distributors - 2.0%
International Lease Finance Corp., 6.25%, 5/15/2019		Ba3		1,000,000		1,027,500
Rexel S.A. (France)², 5.25%, 6/15/2020		Ba3		2,970,000		2,962,575


						3,990,075


Total Industrials						34,584,346


Information Technology - 4.6%
Communications Equipment - 1.9%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		Ba3		1,780,000		1,886,800
ViaSat, Inc., 6.875%, 6/15/2020		B2		1,845,000		1,946,475


						3,833,275

Electronic Equipment, Instruments & Components - 1.0%
CPI International, Inc., 8.00%, 2/15/2018		B3		1,950,000		2,008,500

Software - 1.7%
Audatex North America, Inc.², 6.00%, 6/15/2021		Ba2		1,500,000		1,496,250
Interface Security Systems Holdings, Inc. - Interface Security Systems LLC², 9.25%, 1/15/2018		B3		1,880,000		1,917,600


						3,413,850


Total Information Technology						9,255,625


Materials - 8.8%
Chemicals - 5.2%
Ashland, Inc.², 3.875%, 4/15/2018		Ba1		2,025,000		2,004,750
Nufarm Australia Ltd. (Australia)², 6.375%, 10/15/2019		Ba3		3,640,000		3,630,900
Rentech Nitrogen Partners LP - Rentech Nitrogen Finance Corp.², 6.50%, 4/15/2021		B1		3,065,000		3,034,350

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

High Yield Bond Series

Investment Portfolio - June 30, 2013

(unaudited)

CREDIT

RATING ¹

(UNAUDITED)

PRINCIPAL

AMOUNT/

VALUE

(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)

Materials (continued)

Chemicals (continued)

Trinseo Materials Operating SCA - Trinseo Materials Finance, Inc. (Luxembourg)², 8.75%, 2/1/2019

1,860,000

1,776,300

10,446,300

Metals & Mining - 0.9%

Shale-Inland Holdings LLC - Shale-Inland Finance Corp.², 8.75%, 11/15/2019

1,890,000

1,927,800

Paper & Forest Products - 2.7%

Smurfit Kappa Acquisitions (Ireland)², 4.875%, 9/15/2018

Ba2

5,580,000

5,412,600

Total Materials

17,786,700

Telecommunication Services - 5.1%

Diversified Telecommunication Services - 5.1%

Digicel Ltd. (Jamaica)², 6.00%, 4/15/2021

3,095,000

2,924,775

Inmarsat Finance plc (United Kingdom)², 7.375%, 12/1/2017

Ba2

1,685,000

1,752,400

UPCB Finance VI Ltd. (Netherlands)², 6.875%, 1/15/2022

Ba3

2,000,000

2,070,000

Windstream Corp., 7.50%, 6/1/2022

3,495,000

3,564,900

Total Telecommunication Services

10,312,075

Utilities - 1.0%

Independent Power Producers & Energy Traders - 1.0%

NRG Energy, Inc., 7.875%, 5/15/2021

1,825,000

1,948,187

TOTAL CORPORATE BONDS

(Identified Cost $193,108,346)

193,123,422

SHORT-TERM INVESTMENT - 1.9%

Dreyfus Cash Management, Inc. - Institutional Shares⁴, 0.05%,

(Identified Cost $3,833,468)

3,833,468

3,833,468

TOTAL INVESTMENTS - 97.3%

(Identified Cost $196,941,814)

196,956,890

OTHER ASSETS, LESS LIABILITIES - 2.7%

5,505,137

NET ASSETS - 100%

202,462,027

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 $137,386,320 or 67.9% of the Series’ net assets as of June 30, 2013 (see Note 2 to the financial statements).

³Credit ratings from S&P (unaudited).

⁴Rate shown is the current yield as of June 30, 2013.

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

High Yield Bond Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments (identified cost $196,941,814) (Note 2)	$	196,956,890
Interest receivable		3,411,663
Receivable for securities sold		8,860,051
Receivable for fund shares sold		250,731
Dividends receivable		211
Prepaid expenses		804


TOTAL ASSETS		209,480,350


LIABILITIES:

Accrued management fees (Note 3)		126,984
Accrued shareholder services fees (Class S) (Note 3)		38,302
Accrued fund accounting and administration fees (Note 3)		10,116
Accrued transfer agent fees (Note 3)		2,117
Accrued Chief Compliance Officer service fees (Note 3)		339
Payable for securities purchased		6,660,169
Payable for fund shares repurchased		174,950
Other payables and accrued expenses		5,346


TOTAL LIABILITIES		7,018,323


TOTAL NET ASSETS	$	202,462,027


NET ASSETS CONSIST OF:

Capital stock	$	191,338
Additional paid-in-capital		195,644,715
Undistributed net investment income		1,238,059
Accumulated net realized gain on investments		5,372,839
Net unrealized appreciation on investments		15,076


TOTAL NET ASSETS	$	202,462,027


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($182,798,711/17,107,048 shares)	$	10.69


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($19,663,316/2,026,726 shares)	$	9.70

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, 2013 (unaudited)


INVESTMENT INCOME:

Interest	$	6,258,480
Dividends		1,708


Total Investment Income		6,260,188


EXPENSES:

Management fees (Note 3)		757,986
Shareholder services fees (Class S) (Note 3)		229,940
Fund accounting and administration fees (Note 3)		32,511
Transfer agent fees (Note 3)		6,620
Directors’ fees (Note 3)		2,184
Chief Compliance Officer service fees (Note 3)		1,117
Custodian fees		5,671
Miscellaneous		80,013


Total Expenses		1,116,042


NET INVESTMENT INCOME		5,144,146


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		4,063,197
Net change in unrealized appreciation (depreciation) on investments		(6,817,460	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(2,754,263	)


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,389,883

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 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	5,144,146		$	10,787,749
Net realized gain (loss) on investments		4,063,197			7,047,305
Net change in unrealized appreciation (depreciation) on investments		(6,817,460	)		7,175,708


Net increase from operations		2,389,883			25,010,762


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(3,491,930	)		(10,361,600	)
From net investment income (Class I)		(415,416	)		(467,597	)
From net realized gain on investments (Class S)		—			(5,914,586	)
From net realized gain on investments (Class I)		—			(472,249	)


Total distributions to shareholders		(3,907,346	)		(17,216,032	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		10,790,355			10,044,454


Net increase in net assets		9,272,892			17,839,184

NET ASSETS:

Beginning of period		193,189,135			175,349,951


End of period (including undistributed net investment income of $1,238,059 and $1,259, respectively)	$	202,462,027		$	193,189,135

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

High Yield Bond Series

Financial Highlights - Class S*


	FOR THE SIX MONTHS ENDED 6/30/13			FOR THE YEARS ENDED									FOR THE PERIOD 9/14/09¹TO
	(UNAUDITED)			12/31/12			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	$	10.75		$	10.30		$	10.74		$	10.37		$	10.00

Income from investment operations:
Net investment income²		0.28			0.63			0.69			0.75			0.20
Net realized and unrealized gain (loss) on investments		(0.13	)		0.83			(0.17	)		0.66			0.28


Total from investment operations		0.15			1.46			0.52			1.41			0.48


Less distributions to shareholders:
From net investment income		(0.21	)		(0.64	)		(0.67	)		(0.75	)		(0.10	)
From net realized gain on investments		—			(0.37	)		(0.29	)		(0.29	)		(0.01	)


Total distributions to shareholders		(0.21	)		(1.01	)		(0.96	)		(1.04	)		(0.11	)


Net asset value - End of period	$	10.69		$	10.75		$	10.30		$	10.74		$	10.37


Net assets - End of period (000’s omitted)	$	182,799		$	179,187		$	175,350		$	158,181		$	127,678


Total return³		1.31	%		14.46	%		4.87	%		13.59	%		4.82	%
Ratios (to average net assets)/ Supplemental Data:
Expenses^**		1.13	%⁴		1.10	%		1.12	%		1.14	%		1.20	%⁴
Net investment income		5.07	%⁴		5.83	%		6.26	%		6.79	%		6.51	%⁴
Portfolio turnover		54	%		91	%		63	%		54	%		22	%

* Effective August 1, 2012, the shares of the Series have been designated as Class S. ** For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:

		N/A			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

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED 6/30/2013 (UNAUDITED)			FOR THE PERIOD 8/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.78		$	10.00

Income (loss) from investment operations:
Net investment income²		0.26			0.25
Net realized and unrealized gain (loss) on investments		(0.12	)		0.30


Total from investment operations		0.14			0.55


Less distributions to shareholders:
From net investment income		(0.22	)		(0.40	)
From net realized gain on investments		—			(0.37	)


Total distributions to shareholders		(0.22	)		(0.77	)


Net asset value - End of period	$	9.70		$	9.78


Net assets - End of period (000’s omitted)	$	19,663		$	14,002


Total return³		1.37	%		5.59	%
Ratios (to average net assets)/ Supplemental Data:
Expenses⁴		0.88	%		0.87	%
Net investment income⁴		5.33	%		5.90	%
Portfolio turnover		54	%		91	%

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. Periods less than one year are not annualized.

⁴Annualized.

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”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The series is authorized to issue two classes of shares (Class S & Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder service fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2013, 10.3 billion shares have been designated in total among 42 series, of which 125 million have been designated as High Yield Bond Series Class S common stock and 100 million shares have been designated as High Yield Bond Class I 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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
Corporate debt:
Consumer Discretionary	$	33,444,205	$	—	$	33,444,205	$	—
Consumer Staples		11,994,928		—		11,994,928		—
Energy		30,345,925		—		30,345,925		—
Financials		26,977,025		—		26,977,025		—
Health Care		16,474,406		—		16,474,406		—
Industrials		34,584,346		—		34,584,346		—
Information Technology		9,255,625		—		9,255,625		—
Materials		17,786,700		—		17,786,700		—
Telecommunication Services		10,312,075		—		10,312,075		—
Utilities		1,948,187		—		1,948,187		—
Mutual fund		3,833,468		3,833,468		—		—

Total assets	$	196,956,890	$	3,833,468	$	193,123,422	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

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 through December 31, 2012. 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)

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

3.	Transactions with Affiliates

The Class S shares of the Series are subject to a shareholder service fee in accordance with a shareholder service plan adopted by the Board. The shareholder service 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.

The Advisor has contractually agreed, until at least April 30, 2014, to waive its management 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 shareholder service fees, at no more than 0.95% of average daily net assets. The Advisor did not waive any fees for the six months ended June 30, 2013. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

High Yield Bond 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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $116,771,694 and $105,761,869 respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Class S and Class I shares of High Yield Bond Series were:


	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE YEAR ENDED 12/31/12
CLASS S	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,385,023		$	15,208,363			2,014,989		$	21,922,842
Reinvested		306,821			3,347,061			1,474,830			15,828,509
Repurchased		(1,248,981	)		(13,687,033	)		(3,857,491	)		(42,040,705	)

Total		442,863		$	4,868,391			(367,672	)	$	(4,289,354	)


	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE PERIOD 8/1/12 (COMMENCEMENT OF OPERATIONS) TO 12/31/12
CLASS I	SHARES			AMOUNT			SHARES			AMOUNT
Sold		556,340		$	5,536,837			1,360,330		$	13,642,660
Reinvested		40,420			400,419			94,180			923,980
Repurchased		(1,521	)		(15,292	)		(23,023	)		(232,832	)

Total		595,239		$	5,921,964			1,431,487		$	14,333,808

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

6.	Financial Instruments

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

7.	Foreign Securities

8.	Federal Income Tax Information


Ordinary income	$	14,255,662
Long-term capital gains		2,960,370

At June 30, 2013, 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	$	196,941,814
Unrealized appreciation		3,226,927
Unrealized depreciation		(3,211,851	)

Net unrealized appreciation	$	15,076

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^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

MNHYB-6/13-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, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD* 1/1/13-6/30/13
Actual	$1,000.00	$1,025.30	$6.03
Hypothetical (5% return before expenses)	$1,000.00	$1,018.84	$6.01

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

Inflation Focus Equity Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO


Top Ten Stock Holdings²
Westport Innovations, Inc. - ADR (Canada)	3.4%	Syngenta AG (Switzerland)	3.0%
Cameron International Corp.	3.3%	Pentair Ltd. - ADR	3.0%
DuPont Fabros Technology, Inc.	3.2%	Pall Corp.	2.9%
Xylem, Inc.	3.1%	Monsanto Co.	2.8%
Ingredion, Inc.	3.0%	Hess Corp.	2.6%
²As a percentage of total investments.

Inflation Focus Equity Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 94.8%

Consumer Discretionary - 1.0%
Auto Components - 1.0%
BorgWarner, Inc.*		11,830	$	1,019,155

Consumer Staples - 10.9%
Food & Staples Retailing - 3.8%
The Fresh Market, Inc.*		19,520		970,534
United Natural Foods, Inc.*		18,730		1,011,233
Whole Foods Market, Inc.		33,790		1,739,509


				3,721,276

Food Products - 7.1%
Annie’s, Inc.*		12,440		531,686
Glanbia plc (Ireland)*¹		75,080		1,011,478
The Hain Celestial Group, Inc.*		15,410		1,001,188
Ingredion, Inc.		46,770		3,069,047
Mead Johnson Nutrition Co.		18,840		1,492,693


				7,106,092


Total Consumer Staples				10,827,368


Energy - 18.1%
Energy Equipment & Services - 11.4%
Baker Hughes, Inc.		32,620		1,504,761
Bourbon S.A. (France)¹		20,600		535,043
Cameron International Corp.*		55,390		3,387,652
Core Laboratories N.V. - ADR		6,390		969,107
Fugro N.V. (Netherlands)¹		17,300		940,014
Gulfmark Offshore, Inc. - Class A		24,100		1,086,669
Hornbeck Offshore Services, Inc.*		800		42,800
National Oilwell Varco, Inc.		14,230		980,447
Prosafe SE (Norway)¹		112,900		992,785
Schlumberger Ltd.		13,590		973,859


				11,413,137

Oil, Gas & Consumable Fuels - 6.7%
Chesapeake Energy Corp.		24,450		498,291
Encana Corp. (Canada)		88,410		1,497,665
EOG Resources, Inc.		7,800		1,027,104
Hess Corp.		39,880		2,651,621
Range Resources Corp.		12,620		975,778


				6,650,459


Total Energy				18,063,596


Financials - 5.6%
Real Estate Investment Trusts (REITS) - 5.6%
Digital Realty Trust, Inc.		38,620		2,355,820

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

Inflation Focus Equity Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
DuPont Fabros Technology, Inc.		132,420	$	3,197,943


Total Financials				5,553,763


Health Care - 2.1%
Health Care Equipment & Supplies - 2.1%
Neogen Corp.*		36,620		2,034,607

Industrials - 38.0%
Air Freight & Logistics - 1.0%
C.H. Robinson Worldwide, Inc.		17,650		993,872

Electrical Equipment - 3.4%
Polypore International, Inc.*		61,270		2,469,181
Schneider Electric S.A. (France)¹		13,390		972,466


				3,441,647

Machinery - 23.2%
AGCO Corp.		39,220		1,968,452
Deere & Co.		10,390		844,187
FANUC Corp. (Japan)¹		12,900		1,866,977
Joy Global, Inc.		30,110		1,461,238
Kennametal, Inc.		49,940		1,939,170
KUKA AG (Germany)¹		35,240		1,487,741
Lindsay Corp.		13,400		1,004,732
Pall Corp.		44,470		2,954,142
Pentair Ltd. - ADR		51,940		2,996,419
Westport Innovations, Inc. - ADR (Canada)*		102,420		3,434,143
Xylem, Inc.		116,090		3,127,465


				23,084,666

Professional Services - 2.0%
ALS Ltd. (Australia)¹		230,020		2,002,403

Trading Companies & Distributors - 4.8%
Brenntag AG (Germany)¹		13,590		2,065,569
Fastenal Co.		43,340		1,987,139
MSC Industrial Direct Co., Inc. - Class A		9,410		728,899


				4,781,607

Transportation Infrastructure - 3.6%
Groupe Eurotunnel S.A. (France)¹		220,610		1,677,503
Koninklijke Vopak N.V. (Netherlands)¹		32,890		1,941,270


				3,618,773


Total Industrials				37,922,968

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

Inflation Focus Equity Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology - 4.4%
Computers & Peripherals - 1.1%
Stratasys Ltd.*		12,680	$	1,061,823

Electronic Equipment, Instruments & Components - 1.3%
Maxwell Technologies, Inc.*		182,780		1,306,877

Software - 2.0%
Aspen Technology, Inc.*		17,010		489,718
Aveva Group plc (United Kingdom)¹		43,550		1,492,980


				1,982,698


Total Information Technology				4,351,398


Materials - 14.7%
Chemicals - 12.5%
Johnson Matthey plc (United Kingdom)¹		63,620		2,541,949
Monsanto Co.		28,230		2,789,124
Nufarm Ltd. (Australia)¹		475,100		2,015,081
Syngenta AG (Switzerland)¹		7,840		3,057,277
Umicore S.A. (Belgium)¹		51,120		2,122,738


				12,526,169

Metals & Mining - 2.2%
Alumina Ltd. (Australia)*¹		1,072,590		954,579
Schnitzer Steel Industries, Inc. - Class A		51,890		1,213,188


				2,167,767


Total Materials				14,693,936

TOTAL COMMON STOCKS
(Identified Cost $87,511,586)				94,466,791


SHORT-TERM INVESTMENT - 6.7%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.05%
(Identified Cost $6,687,504)		6,687,504		6,687,504


TOTAL INVESTMENTS - 101.5%
(Identified Cost $94,199,090)				101,154,295
LIABILITIES, LESS OTHER ASSETS - (1.5%)				(1,450,308	)


NET ASSETS - 100%			$	99,703,987

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, 2013.

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

Inflation Focus Equity Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments, at value (identified cost $94,199,090) (Note 2)	$	101,154,295
Cash		136,981
Receivable for fund shares sold		154,908
Dividends receivable		119,962
Foreign tax reclaims receivable		42,946
Prepaid expenses		688


TOTAL ASSETS		101,609,780


LIABILITIES:

Accrued management fees (Note 3)		76,064
Accrued fund accounting and administration fees (Note 3)		5,900
Accrued transfer agent fees (Note 3)		2,064
Accrued Directors’ fees (Note 3)		641
Accrued Chief Compliance Officer service fees (Note 3)		339
Payable for securities purchased		1,593,220
Payable for fund shares repurchased		181,963
Other payables and accrued expenses		45,602


TOTAL LIABILITIES		1,905,793


TOTAL NET ASSETS	$	99,703,987


NET ASSETS CONSIST OF:

Capital stock	$	87,980
Additional paid-in-capital		91,114,186
Undistributed net investment income		140,303
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		1,410,357
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		6,951,161


TOTAL NET ASSETS	$	99,703,987


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($99,703,987/8,797,977 shares)	$	11.33

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, 2013 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $36,392)	$	674,954


EXPENSES:

Management fees (Note 3)		445,542
Fund accounting and administration fees (Note 3)		18,713
Transfer agent fees (Note 3)		7,596
Chief Compliance Officer service fees (Note 3)		1,117
Directors’ fees (Note 3)		426
Custodian fees		7,631
Miscellaneous		57,166


Total Expenses		538,191


Less reduction of expenses (Note 3)		(3,540	)


Net Expenses		534,651


NET INVESTMENT INCOME		140,303


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

Net realized gain (loss) on- Investments		1,518,490
Foreign currency and translation of other assets and liabilities		(835	)


		1,517,655

Net change in unrealized appreciation (depreciation) on- Investments		(50,565	)
Foreign currency and translation of other assets and liabilities		(4,568	)


		(55,133	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		1,462,522


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,602,825

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 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	140,303		$	355,792
Net realized gain (loss) on investments and foreign currency		1,517,655			2,157,793
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(55,133	)		7,368,181


Net increase from operations		1,602,825			9,881,766


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		—			(367,886	)
From net realized gain on investments		—			(1,816,566	)


Total distributions to shareholders		—			(2,184,452	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		18,987,264			2,149,322


Net increase in net assets		20,590,089			9,846,636

NET ASSETS:

Beginning of period		79,113,898			69,267,262


End of period (including undistributed net investment income of $ 140,303 and $0, respectively)	$	99,703,987		$	79,113,898

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

Inflation Focus Equity Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12			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	$	11.05		$	9.95		$	10.00

Income (loss) from investment operations:
Net investment income²		0.02			0.05			0.00	³
Net realized and unrealized gain (loss) on investments		0.26			1.36			(0.05	)


Total from investment operations		0.28			1.41			(0.05	)


Less distributions to shareholders:
From net investment income		—			(0.05	)		—
From net realized gain on investments		—			(0.26	)		—


Total distributions to shareholders		—			(0.31	)		—


Net asset value - End of period	$	11.33		$	11.05		$	9.95


Net assets - End of period (000’s omitted)	$	99,704		$	79,114		$	69,267


Total return⁴		2.53	%		14.26	%		(0.50	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses^*		1.20	%⁵		1.20	%		1.20	%⁵
Net investment income		0.31	%⁵		0.47	%		0.60	%⁵
Portfolio turnover		24	%		56	%		9	%

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

		0.01	%⁵		0.03	%		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.

2.	Significant Accounting Policies

Security Valuation

Inflation Focus Equity 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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	1,019,155	$	1,019,155	$	—	$	—
Consumer Staples		10,827,368		9,815,890		1,011,478		—
Energy		18,063,596		15,595,754		2,467,842		—
Financials		5,553,763		5,553,763		—		—
Health Care		2,034,607		2,034,607		—		—
Industrials		37,922,968		25,909,039		12,013,929		—
Information Technology	��	4,351,398		2,858,418		1,492,980		—
Materials		14,693,936		4,002,312		10,691,624		—
Mutual fund		6,687,504		6,687,504		—		—

Total assets	$	101,154,295	$	73,476,442	$	27,677,853	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

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)

income and expenses are translated on the respective dates of such transactions. The Series does not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the fair value of investments. Such fluctuations are included with net realized and unrealized gain or loss on investments. Net realized foreign currency gains and losses represent foreign currency gains and losses between trade date and settlement date on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid.

Federal Taxes

The Series 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 and the year ended December 31, 2012. 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

Inflation Focus Equity Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates

The Advisor has contractually agreed, until at least April 30, 2014, 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. Accordingly, the Advisor waived fees of $3,540 for the six months ended June 30, 2013, 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.

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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $39,039,759 and $20,549,306 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 6/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,899,198		$	21,914,745			684,939		$	7,455,324
Reinvested		—			—			197,345			2,153,038
Repurchased		(257,836	)		(2,927,481	)		(687,077	)		(7,459,040	)

Total		1,641,362		$	18,987,264			195,207		$	2,149,322

Inflation Focus Equity Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions (continued)

Approximately 85% 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	$	2,088,150
Long-term capital gains		96,302


Cost for federal income tax purposes	$	94,638,441
Unrealized appreciation		10,039,719
Unrealized depreciation		(3,523,865	)

Net unrealized appreciation	$	6,515,854

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^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

MNIFE-6/30-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, 2013 to June 30, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD 1/1/13-6/30/13
Actual	$1,000.00	$ 961.30	$5.84
Hypothetical (5% return before expenses)	$1,000.00	$1,018.84	$6.01

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

Emerging Markets Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO

Emerging Markets Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 90.0%

Consumer Discretionary - 11.3%
Auto Components - 1.4%
Mando Corp. (South Korea)¹		14,900	$	1,330,726

Automobiles - 2.3%
Hyundai Motor Co. (South Korea)¹		10,570		2,073,100

Diversified Consumer Services - 3.0%
Anhanguera Educacional Participacoes S.A. (Brazil)		470,190		2,752,003

Hotels, Restaurants & Leisure - 1.2%
Arcos Dorados Holdings, Inc. (Argentina)		91,000		1,062,880

Household Durables - 1.1%
LG Electronics, Inc. (South Korea)¹		15,900		1,010,584

Specialty Retail - 2.3%
Belle International Holdings Ltd. (Hong Kong)¹		1,036,000		1,416,294
China ZhengTong Auto Services Holdings Ltd. (China)*¹		1,470,000		685,025


				2,101,319


Total Consumer Discretionary				10,330,612


Consumer Staples - 12.7%
Beverages - 4.1%
Cia Cervecerias Unidas S.A. - ADR (Chile)		83,000		2,374,630
Cia de Bebidas das Americas (AmBev) - ADR (Brazil)		34,900		1,303,515


				3,678,145

Food & Staples Retailing - 3.3%
President Chain Store Corp. (Taiwan)¹		239,000		1,562,300
Raia Drogasil S.A. (Brazil)		150,000		1,453,380


				3,015,680

Food Products - 3.4%
Charoen Pokphand Foods PCL (Thailand)¹		1,640,000		1,357,903
M Dias Branco S.A. (Brazil)		46,000		1,739,933


				3,097,836

Personal Products - 1.9%
Natura Cosmeticos S.A. (Brazil)		79,000		1,727,743


Total Consumer Staples				11,519,404


Energy - 4.8%
Energy Equipment & Services - 1.2%
Anton Oilfield Services Group (China)¹		682,000		488,944
SPT Energy Group, Inc. (China)¹		980,000		591,858


				1,080,802

Oil, Gas & Consumable Fuels - 3.6%
Pacific Rubiales Energy Corp. (Colombia)		110,000		1,931,825

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

Emerging Markets Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Petroleo Brasileiro S.A. - ADR (Brazil)		93,700	$	1,373,642


Total Energy				4,386,269


Financials - 9.9%
Capital Markets - 0.4%
OSK Holdings Berhad (Malaysia)¹		712,375		371,053

Commercial Banks - 3.8%
Hong Leong Financial Group Berhad (Malaysia)¹		338,000		1,541,757
ICICI Bank Ltd. - ADR (India)		50,000		1,912,500
					��

				3,454,257

Diversified Financial Services - 2.1%
JSE Ltd. (South Africa)¹		271,000		1,946,475

Insurance - 1.5%
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		143,000		1,405,423

Real Estate Management & Development - 2.1%
BR Malls Participacoes S.A. (Brazil)		71,000		634,795
General Shopping Brasil S.A. (Brazil)*		318,000		1,227,051


				1,861,846


Total Financials				9,039,054


Health Care - 20.4%
Biotechnology - 2.7%
Green Cross Corp. (South Korea)¹		23,100		2,472,794

Health Care Equipment & Supplies - 5.9%
Mindray Medical International Ltd. - ADR (China)		76,700		2,872,415
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)¹		2,326,000		2,534,144


				5,406,559

Health Care Providers & Services - 3.8%
Life Healthcare Group Holdings Ltd. (South Africa)¹		809,000		3,068,413
Qualicorp S.A. (Brazil)*		46,000		350,254


				3,418,667

Pharmaceuticals - 8.0%
Glenmark Pharmaceuticals Ltd. (India)¹		410,383		3,773,028
Lupin Ltd. (India)¹		134,490		1,764,268
Strides Arcolab Ltd. (India)¹		118,000		1,723,667


				7,260,963


Total Health Care				18,558,983


Industrials - 14.5%
Electrical Equipment - 2.3%
Teco Electric and Machinery Co. Ltd. (Taiwan)¹		2,052,000		2,042,607

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

Emerging Markets Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Machinery - 6.0%
Hiwin Technologies Corp. (Taiwan)¹		372,450	$	2,206,651
Turk Traktor ve Ziraat Makineleri AS (Turkey)¹		92,156		3,246,995


				5,453,646

Marine - 4.1%
Precious Shipping PCL (Thailand)¹		2,577,400		1,468,907
Sinotrans Shipping Ltd. (China)¹		9,500,000		2,268,609


				3,737,516

Transportation Infrastructure - 2.1%
Malaysia Airports Holdings Berhad (Malaysia)¹		967,000		1,931,245


Total Industrials				13,165,014


Information Technology - 8.7%
Internet Software & Services - 7.0%
Mail.ru Group Ltd. - GDR (Russia)¹		25,400		727,964
NHN Corp. (South Korea)¹		9,800		2,488,078
Tencent Holdings Ltd. (China)¹		20,000		780,945
Yandex N.V. - Class A - ADR (Russia)*		45,700		1,262,691
Youku Tudou, Inc. - ADR (China)*		56,800		1,089,992


				6,349,670

Semiconductors & Semiconductor Equipment - 1.7%
Samsung Electronics Co. Ltd. (South Korea)¹		1,360		1,589,601


Total Information Technology				7,939,271


Materials - 3.6%
Chemicals - 1.6%
Yingde Gases Group Co., Ltd. (China)¹		1,604,000		1,473,270

Metals & Mining - 2.0%
Impala Platinum Holdings Ltd. (South Africa)¹		188,000		1,770,614


Total Materials				3,243,884


Telecommunication Services - 4.1%
Wireless Telecommunication Services - 4.1%
MTN Group Ltd. (South Africa)¹		94,700		1,761,364
SK Telecom Co. Ltd. (South Korea)¹		10,900		2,004,570


Total Telecommunication Services				3,765,934


TOTAL COMMON STOCKS
(Identified Cost $77,161,218)				81,948,425


MUTUAL FUNDS - 4.9%

iShares India 50 ETF		104,000		2,320,240

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

Emerging Markets Series

Investment Portfolio - June 30, 2013

(unaudited)


	SHARES		VALUE (NOTE 2)

MUTUAL FUNDS (continued)

PowerShares India Portfolio		128,000	$	2,120,960


TOTAL MUTUAL FUNDS
(Identified Cost $4,613,804)				4,441,200


SHORT-TERM INVESTMENT - 5.5%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.05%,
(Identified Cost $5,014,736)		5,014,736		5,014,736

TOTAL INVESTMENTS - 100.4%
(Identified Cost $86,789,758)				91,404,361
LIABILITIES, LESS OTHER ASSETS - (0.4%)				(384,127	)


NET ASSETS - 100%			$	91,020,234

ADR - American Depository Receipt

ETF - Exchange-Traded Fund

*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, 2013.

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

Brazil - 15.3%; South Korea - 14.2%; China - 14.0%; India - 10.1%.

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

Emerging Markets Series

Statement of Assets & Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments, at value (identified cost $86,789,758) (Note 2)	$	91,404,361
Dividends receivable		101,619
Receivable for fund shares sold		82,849
Foreign currency (identified cost $79,772)		78,960
Prepaid expenses		661


TOTAL ASSETS		91,668,450


LIABILITIES:

Accrued foreign capital gains tax (Note 2)		133,037
Foreign capital gains tax payable (Note 2)		812
Accrued management fees (Note 3)		62,621
Accrued fund accounting and administration fees (Note 3)		5,513
Accrued transfer agent fees (Note 3)		2,522
Accrued Chief Compliance Officer service fees (Note 3)		340
Accrued Directors’ fees (Note 3)		252
Payable for fund shares repurchased		177,254
Payable for securities purchased		174,257
Accrued custodian fees		61,999
Other payables and accrued expenses		29,609


TOTAL LIABILITIES		648,216


TOTAL NET ASSETS	$	91,020,234


NET ASSETS CONSIST OF:

Capital stock	$	81,318
Additional paid-in-capital		81,400,852
Undistributed net investment income		512,502
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		4,544,775
Net unrealized appreciation on investments (net of foreign capital gains tax of $133,037), foreign currency and translation of other assets and liabilities		4,480,787


TOTAL NET ASSETS	$	91,020,234


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($91,020,234/8,131,757 shares)	$	11.19

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

Emerging Markets Series

Statement of Operations

For the Six Months Ended June 30, 2013 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $134,545)	$	1,086,404


EXPENSES:

Management fees (Note 3)		478,251
Fund accounting and administration fees (Note 3)		19,716
Transfer agent fees (Note 3)		7,258
Directors’ fees (Note 3)		787
Chief Compliance Officer service fees (Note 3)		1,117
Custodian fees		65,920
Miscellaneous		58,543


Total Expenses		631,592
Less reduction of expenses (Note 3)		(57,690	)


Net Expenses		573,902


NET INVESTMENT INCOME		512,502


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

Net realized gain (loss) on-
Investments (net of India tax of $212,317)		4,032,008
Foreign currency and translation of other assets and liabilities		(89,070	)


		3,942,938


Net change in unrealized appreciation (depreciation) on-
Investments (net of decrease in accrued foreign capital gains tax of $491,001)		(8,030,755	)
Foreign currency and translation of other assets and liabilities		(2,474	)


		(8,033,229	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(4,090,291	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,577,789	)

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

Emerging Markets Series

Statements of Changes in Net Assets


	FOR THE SIX MONTH ENDED 6/30/2013 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	512,502		$	343,149
Net realized gain (loss) on investments and foreign currency		3,942,938			3,936,183
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(8,033,229	)		13,482,230


Net increase (decrease) from operations		(3,577,789	)		17,761,562


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		—			(208,190	)
From net realized gain on investments		—			(3,291,467	)


Total distributions to shareholders		—			(3,499,657	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(655,209	)		2,876,916


Net increase (decrease) in net assets		(4,232,998	)		17,138,821

NET ASSETS:

Beginning of period		95,253,232			78,114,411


End of period (including undistributed net investment income of $ 512,502 and $ 0, respectively)	$	91,020,234		$	95,253,232

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

Emerging Markets Series

Financial Highlights


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE YEAR ENDED 12/31/12			FOR THE PERIOD 11/16/11¹TO 12/31/11
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.64		$	9.85		$	10.00

Income (loss) from investment operations:
Net investment income²		0.06			0.04			0.01
Net realized and unrealized gain (loss) on investments		(0.51	)		2.20			(0.15	)


Total from investment operations		(0.45	)		2.24			(0.14	)


Less distributions to shareholders:
From net investment income		—			(0.03	)		(0.01	)
From net realized gain on investments		—			(0.42	)		—


Total distributions to shareholders		—			(0.45	)		(0.01	)


Net asset value - End of period	$	11.19		$	11.64		$	9.85


Net assets - End of period (000’s omitted)	$	91,020		$	95,253		$	78,114


Total return³		(3.87	%)		22.77	%		(1.37	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses^*		1.20	%⁴		1.20	%		1.20	%⁴
Net investment income		1.07	%⁴		0.39	%		0.86	%⁴
Portfolio turnover		16	%		40	%		0	%

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

		0.12	%⁴		0.07	%		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.

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 billion shares of common stock each having a par value of $0.01. As of June 30, 2013, 10.3 billion shares have been designated in total among 42 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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	10,330,612	$	3,814,883	$	6,515,729	$	—
Consumer Staples		11,519,404		8,599,201		2,920,203		—
Energy		4,386,269		3,305,467		1,080,802		—
Financials		9,039,054		5,179,769		3,859,285		—
Health Care		18,558,983		3,222,669		15,336,314		—
Industrials		13,165,014		—		13,165,014		—
Information Technology		7,939,271		2,352,683		5,586,588		—
Materials		3,243,884		—		3,243,884		—
Telecommunication Services		3,765,934		—		3,765,934		—
Mutual funds		9,455,936		9,455,936		—		—

Total assets	$	91,404,361	$	35,930,608	$	55,473,753	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

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

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 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, 2013, 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 and the year ended December 31, 2012. 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

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

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 1.00% of the Series’ average daily net assets.

The Advisor has contractually agreed, until at least April 30, 2014, 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. Accordingly, the Advisor voluntarily waived fees of $57,690 for the six months ended June 30, 2013, 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.

Emerging Markets 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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $14,987,997 and $15,466,853, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Emerging Markets Series were:


	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE YEAR ENDED 12/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		438,517		$	5,138,291			786,473		$	8,680,541
Reinvested		—			—			304,792			3,462,433
Repurchased		(491,100	)		(5,793,500	)		(835,935	)		(9,266,058	)

Total		(52,583	)	$	(655,209	)		255,330			2,876,916

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

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)


Ordinary income	$	3,478,088
Long-term capital gains		21,569

At June 30, 2013, 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	$	86,789,758
Unrealized appreciation		11,871,652
Unrealized depreciation		(7,257,049	)

Net unrealized appreciation	$	4,614,603

{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^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

MNEMS-6/13-SAR

LOGO

GLOBAL FIXED INCOME SERIES

www.manning-napier.com

Global Fixed Income Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (January 1, 2013 to June 30, 2013, except for Class S Actual, which is from April 1, 2013* to June 30, 2013).

Actual Expenses

The Actual lines 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 Actual line for the class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Class of 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 Hypothetical line for each class in 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 1/1/13*	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD** 1/1/13-6/30/13	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$ 959.20	$2.05	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,010.23	$4.24	0.85%
Class I
Actual	$1,000.00	$ 977.54	$3.43	0.70%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.32	$3.51	0.70%

*Class S inception date was April 1, 2013.

**Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period (except for the Series’ Class S Actual return information, which reflects the 90 day period ended June 30, 2013 due to its inception date of April 1, 2013). The Series’ total return would have been lower had certain expenses not been waived during the period

Global Fixed Income Series

Portfolio Composition as of June 30, 2013

(unaudited)

LOGO

Global Fixed Income Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS - 54.4%

Non-Convertible Corporate Bonds - 54.4%
Consumer Discretionary - 7.5%
Auto Components - 0.2%
Gestamp Funding Luxembourg S.A. (Spain)³, 5.625%, 5/31/2020		B1		500,000	$	475,000

Hotels, Restaurants & Leisure - 0.6%
International Game Technology, 7.50%, 6/15/2019		Baa2		1,000,000		1,157,721

Household Durables - 1.6%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)³, 6.125%, 7/1/2022		B2		500,000		490,625
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		Baa3		520,000		555,334
NVR, Inc., 3.95%, 9/15/2022		Baa2		1,280,000		1,244,461
Tupperware Brands Corp., 4.75%, 6/1/2021		Baa3		1,190,000		1,206,934


						3,497,354

Media - 3.1%
CCO Holdings LLC - CCO Holdings Capital Corp.³, 5.25%, 3/15/2021		B1		500,000		492,500
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		Baa2		835,000		901,569
Discovery Communications LLC, 5.05%, 6/1/2020		Baa2		320,000		355,008
Discovery Communications LLC, 3.25%, 4/1/2023		Baa2		700,000		656,417
Nara Cable Funding Ltd. (Spain)³, 8.875%, 12/1/2018		B1		500,000		520,000
NBCUniversal Media LLC, 5.15%, 4/30/2020		A3		695,000		791,251
Sirius XM Radio, Inc.³, 4.25%, 5/15/2020		B1		500,000		470,000
Time Warner, Inc., 3.15%, 7/15/2015		Baa2		565,000		590,180
Time Warner, Inc., 4.75%, 3/29/2021		Baa2		770,000		828,325
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)³, 5.50%, 1/15/2023		Ba3		500,000		472,500
The Walt Disney Co., 1.35%, 8/16/2016		A2		600,000		605,429
The Walt Disney Co., 5.625%, 9/15/2016		A2		10,000		11,387


						6,694,566

Multiline Retail - 0.3%
Dollar General Corp., 1.875%, 4/15/2018		Baa3		350,000		337,690
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		Baa3		350,000		322,827
Target Corp., 3.875%, 7/15/2020		A2		15,000		16,034


						676,551

Specialty Retail - 1.4%
Advance Auto Parts, Inc., 4.50%, 1/15/2022		Baa3		355,000		345,230
The Home Depot, Inc., 5.40%, 3/1/2016		A3		1,265,000		1,409,572
Lowe’s Companies, Inc., 1.625%, 4/15/2017		A3		700,000		699,798
Rent-A-Center, Inc., 6.625%, 11/15/2020		Ba3		500,000		523,750


						2,978,350

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

Global Fixed Income Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Textiles, Apparel & Luxury Goods - 0.3%
VF Corp., 5.95%, 11/1/2017		A3		625,000	$	725,077


Total Consumer Discretionary						16,204,619


Consumer Staples - 1.0%
Beverages - 0.3%
The Coca-Cola Co., 1.50%, 11/15/2015		Aa3		535,000		545,762

Food Products - 0.7%
C&S Group Enterprises LLC³, 8.375%, 5/1/2017		B1		500,000		530,000
FAGE Dairy Industry S.A. - FAGE USA Dairy Industry, Inc. (Greece)³, 9.875%, 2/1/2020		B3		250,000		269,375
Shearer’s Foods LLC - Chip Finance Corp.³, 9.00%, 11/1/2019		B3		250,000		264,375
Tyson Foods, Inc., 4.50%, 6/15/2022		Baa3		440,000		449,603


						1,513,353


Total Consumer Staples						2,059,115


Energy - 2.8%
Energy Equipment & Services - 1.4%
Baker Hughes, Inc., 7.50%, 11/15/2018		A2		575,000		724,040
Schlumberger Oilfield plc³, 4.20%, 1/15/2021		A1		560,000		598,060
Weatherford International Ltd., 9.625%, 3/1/2019		Baa2		1,355,000		1,713,019


						3,035,119

Oil, Gas & Consumable Fuels - 1.4%
Buckeye Partners LP, 4.15%, 7/1/2023		Baa3		330,000		321,072
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.³, 6.625%, 11/15/2019		Ba3		500,000		495,000
EOG Resources, Inc., 2.625%, 3/15/2023		A3		490,000		458,514
Lukoil International Finance B.V. (Russia)³, 3.416%, 4/24/2018		Baa2		250,000		243,125
Petrobras International Finance Co. (Brazil), 5.375%, 1/27/2021		A3		1,515,000		1,522,111


						3,039,822


Total Energy						6,074,941


Financials - 30.5%
Capital Markets - 4.8%
BNP Paribas Home Loan Covered Bonds S.A. (France), 3.75%, 4/20/2020		AAA⁴	EUR	50,000		73,324
The Goldman Sachs Group, Inc., 2.375%, 1/22/2018		A3		330,000		324,005
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		A3		1,790,000		2,017,044
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		A3		615,000		667,308
The Goldman Sachs Group, Inc., 5.25%, 7/27/2021		A3		550,000		588,444
Jefferies Finance LLC - JFIN Co-Issuer Corp.³, 7.375%, 4/1/2020		B1		500,000		485,000
Jefferies Group LLC, 5.125%, 4/13/2018		Baa3		15,000		15,675
Jefferies Group LLC, 8.50%, 7/15/2019		Baa3		2,265,000		2,729,325

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

Global Fixed Income Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018		Baa2		480,000	$	552,443
Morgan Stanley, 2.125%, 4/25/2018		Baa1		740,000		708,203
Morgan Stanley, 5.75%, 1/25/2021		Baa1		2,015,000		2,187,186


						10,347,957

Commercial Banks - 10.7%
Banco Santander S.A. (Spain), 4.00%, 4/7/2020		A3		EUR 100,000		136,094
Banco Santander S.A. (Spain), 3.875%, 2/6/2026		A3		EUR 700,000		900,005
Barclays Bank plc (United Kingdom), 4.25%, 1/12/2022		Aaa		GBP 2,755,000		4,536,574
BBVA Bancomer S.A. (Mexico)³, 6.75%, 9/30/2022		Baa2		845,000		912,600
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		Baa3		610,000		628,375
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017		Aaa		AUD 2,240,000		2,179,910
HSBC Bank plc (United Kingdom)³, 1.50%, 5/15/2018		Aa3		500,000		481,843
Intesa Sanpaolo S.p.A. (Italy), 3.125%, 1/15/2016		Baa2		875,000		860,351
Intesa Sanpaolo S.p.A. (Italy)³, 6.50%, 2/24/2021		Baa2		565,000		569,052
KeyBank National Association, 5.70%, 11/1/2017		Baa1		260,000		290,940
Lloyds TSB Bank plc (United Kingdom)³, 6.50%, 9/14/2020		Baa3		580,000		618,348
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		A3		780,000		917,648
National City Corp., 6.875%, 5/15/2019		Baa1		1,350,000		1,614,773
Royal Bank of Canada (Canada), 3.27%, 11/10/2014		Aaa		CAD 1,295,000		1,259,193
Royal Bank of Canada (Canada), 3.18%, 3/16/2015		Aaa		CAD 2,140,000		2,085,874
Royal Bank of Canada (Canada), 3.77%, 3/30/2018		Aaa		CAD 1,995,000		1,997,807
Santander Holdings USA, Inc., 4.625%, 4/19/2016		Baa2		470,000		495,811
Wells Fargo & Co., Series M, 3.45%, 2/13/2023		A3		575,000		549,145
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017		Aaa		AUD 2,100,000		2,044,080


						23,078,423

Consumer Finance - 1.9%
American Express Co., 2.65%, 12/2/2022		A3		902,000		832,832
American Express Co.⁵, 6.80%, 9/1/2066		Baa2		620,000		661,850
Capital One Bank USA National Association, 3.375%, 2/15/2023		Baa1		1,005,000		949,980
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		A2		675,000		836,188
John Deere Capital Corp., 5.75%, 9/10/2018		A2		720,000		840,272


						4,121,122

Diversified Financial Services - 5.4%
Bank of America Corp., 5.75%, 8/15/2016		Baa3		680,000		738,933
Bank of America Corp., 3.30%, 1/11/2023		Baa2		285,000		269,367
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		A2		380,000		452,482
Citigroup, Inc., 8.50%, 5/22/2019		Baa2		2,710,000		3,414,673
CME Group, Inc., 3.00%, 9/15/2022		Aa3		1,320,000		1,242,714
CNG Holdings, Inc.³, 9.375%, 5/15/2020		B3		500,000		480,000
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		Baa3		1,315,000		1,402,348

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

Global Fixed Income Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
General Electric Capital Corp., 5.625%, 5/1/2018		A1		725,000	$	831,578
General Electric Capital Corp., 5.50%, 1/8/2020		A1		585,000		659,579
ING US, Inc. (Netherlands)³, 2.90%, 2/15/2018		Baa3		370,000		371,862
ING US, Inc. (Netherlands)³, 5.50%, 7/15/2022		Baa3		270,000		287,212
JPMorgan Chase & Co., 6.30%, 4/23/2019		A2		820,000		952,592
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.³, 7.375%, 10/1/2017		Ba3		500,000		510,000


						11,613,340

Insurance - 2.9%
American International Group, Inc., 4.875%, 6/1/2022		Baa1		1,875,000		1,998,607
Fidelity National Financial, Inc., 6.60%, 5/15/2017		Baa3		10,000		11,084
First American Financial Corp., 4.30%, 2/1/2023		Baa3		565,000		543,567
Genworth Holdings, Inc., 7.625%, 9/24/2021		Baa3		1,755,000		2,039,450
Genworth Holdings, Inc.⁵, 6.15%, 11/15/2066		Ba1		200,000		173,500
Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		Baa3		1,320,000		1,436,313


						6,202,521

Real Estate Investment Trusts (REITS) - 4.8%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		Baa3		280,000		268,692
BioMed Realty LP, 3.85%, 4/15/2016		Baa3		560,000		587,211
Boston Properties LP, 5.875%, 10/15/2019		Baa2		780,000		899,660
Camden Property Trust, 5.70%, 5/15/2017		Baa1		715,000		795,103
Corporate Office Properties LP³, 3.60%, 5/15/2023		Baa3		400,000		369,191
Digital Realty Trust LP, 5.875%, 2/1/2020		Baa2		1,110,000		1,211,175
HCP, Inc., 6.70%, 1/30/2018		Baa1		865,000		1,012,434
Health Care REIT, Inc., 4.95%, 1/15/2021		Baa2		635,000		675,669
Host Hotels & Resorts LP, Series D, 3.75%, 10/15/2023		Baa3		580,000		531,945
Mack-Cali Realty LP, 7.75%, 8/15/2019		Baa2		540,000		661,599
National Retail Properties, Inc., 3.30%, 4/15/2023		Baa2		630,000		569,357
Simon Property Group LP, 6.125%, 5/30/2018		A3		285,000		334,844
Simon Property Group LP, 10.35%, 4/1/2019		A3		1,125,000		1,558,049
UDR, Inc., 4.625%, 1/10/2022		Baa2		920,000		951,775


						10,426,704


Total Financials						65,790,067


Health Care - 1.5%
Health Care Equipment & Supplies - 1.1%
FMC Finance VIII S.A. (Germany)³, 6.50%, 9/15/2018		Ba2	EUR	1,540,000		2,310,461

Health Care Providers & Services - 0.2%
Express Scripts Holding Co., 4.75%, 11/15/2021		Baa3		500,000		534,925

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

Global Fixed Income Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Pharmaceuticals - 0.2%
Valeant Pharmaceuticals International³, 6.75%, 8/15/2021		B1		500,000	$	500,625


Total Health Care						3,346,011


Industrials - 3.3%
Aerospace & Defense - 0.9%
The Boeing Co., 6.00%, 3/15/2019		A2		685,000		815,506
Bombardier, Inc. (Canada)³, 6.125%, 1/15/2023		Ba2		500,000		496,250
DigitalGlobe, Inc.³, 5.25%, 2/1/2021		B1		500,000		480,000
Textron, Inc., 7.25%, 10/1/2019		Baa3		35,000		41,562


						1,833,318

Air Freight & Logistics - 0.0%*
FedEx Corp., 8.00%, 1/15/2019		Baa1		10,000		12,641

Airlines - 0.6%
Aviation Capital Group Corp.³, 4.625%, 1/31/2018		BB⁴		500,000		492,235
Southwest Airlines Co., 5.25%, 10/1/2014		Baa3		815,000		853,120


						1,345,355

Commercial Services & Supplies - 0.8%
Garda World Security Corp. (Canada), 9.75%, 3/15/2017		B2		CAD 1,050,000		1,038,319
Waste Management, Inc., 7.375%, 3/11/2019		Baa3		560,000		675,423


						1,713,742

Industrial Conglomerates - 0.2%
General Electric Co., 5.25%, 12/6/2017		Aa3		100,000		112,915
Tyco Electronics Group S.A. (Switzerland), 4.875%, 1/15/2021		Baa2		185,000		197,193


						310,108

Machinery - 0.2%
Joy Global, Inc., 5.125%, 10/15/2021		Baa2		415,000		440,753

Professional Services - 0.2%
FTI Consulting, Inc.³, 6.00%, 11/15/2022		Ba2		500,000		506,250

Road & Rail - 0.4%
Union Pacific Corp., 2.95%, 1/15/2023		Baa1		965,000		929,257


Total Industrials						7,091,424


Information Technology - 2.6%
Communications Equipment - 0.2%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		Ba3		500,000		530,000

Computers & Peripherals - 1.4%
Apple, Inc., 2.40%, 5/3/2023		Aa1		100,000		92,746
EMC Corp., 2.65%, 6/1/2020		A1		1,595,000		1,572,318

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

Global Fixed Income Series

Investment Portfolio - June 30, 2013

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Computers & Peripherals (continued)
Hewlett-Packard Co., 2.125%, 9/13/2015		Baa1		1,245,000	$	1,260,047


						2,925,111

Electronic Equipment, Instruments & Components - 0.3%
Corning, Inc., 6.625%, 5/15/2019		A3		15,000		18,027
Corning, Inc., 4.25%, 8/15/2020		A3		505,000		538,553


						556,580

IT Services - 0.2%
International Business Machines Corp., 8.375%, 11/1/2019		Aa3		10,000		13,395
The Western Union Co., 5.253%, 4/1/2020		Baa1		500,000		530,363


						543,758

Office Electronics - 0.0%*
Xerox Corp.⁵, 1.672%, 9/13/2013		Baa2		15,000		15,024

Software - 0.5%
Autodesk, Inc., 3.60%, 12/15/2022		Baa2		1,135,000		1,083,318


Total Information Technology						5,653,791


Materials - 3.5%
Chemicals - 0.7%
Ashland, Inc.³, 3.875%, 4/15/2018		Ba1		500,000		495,000
Eastman Chemical Co., 3.60%, 8/15/2022		Baa2		550,000		530,122
Nufarm Australia Ltd. (Australia)³, 6.375%, 10/15/2019		Ba3		500,000		498,750


						1,523,872

Metals & Mining - 2.1%
Allegheny Technologies, Inc., 5.95%, 1/15/2021		Baa3		1,140,000		1,211,068
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		A1		580,000		694,382
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		Baa3		265,000		255,356
Freeport-McMoRan Copper & Gold, Inc.³, 2.375%, 3/15/2018		Baa3		470,000		447,006
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 3/1/2022		Baa3		580,000		526,847
Rio Tinto Finance USA Ltd. (Australia), 3.75%, 9/20/2021		A3		725,000		715,971
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		Baa2		645,000		627,170


						4,477,800

Paper & Forest Products - 0.7%
International Paper Co., 7.50%, 8/15/2021		Baa3		1,175,000		1,442,170


Total Materials						7,443,842


Telecommunication Services - 1.5%
Diversified Telecommunication Services - 0.9%
Telefonica Emisiones S.A.U. (Spain), 3.192%, 4/27/2018		Baa2		500,000		484,304
Verizon Communications, Inc., 2.00%, 11/1/2016		A3		15,000		15,285

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

Global Fixed Income Series

Investment Portfolio - June 30, 2013

(unaudited)

CREDIT
RATING¹
(UNAUDITED)

PRINCIPAL

AMOUNT²/

VALUE

(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)

Telecommunication Services (continued)

Diversified Telecommunication Services (continued)

Verizon Communications, Inc., 8.75%, 11/1/2018

706,000

920,158

Windstream Corp., 7.50%, 6/1/2022

500,000

510,000

1,929,747

Wireless Telecommunication Services - 0.6%

America Movil SAB de C.V. (Mexico), 5.00%, 3/30/2020

740,000

794,235

SBA Tower Trust³, 3.598%, 4/15/2018

Baa3

500,000

494,743

1,288,978

Total Telecommunication Services

3,218,725

Utilities - 0.2%

Gas Utilities - 0.2%

National Fuel Gas Co., 3.75%, 3/1/2023

Baa1

400,000

384,935

TOTAL CORPORATE BONDS
(Identified Cost $122,968,809)

117,267,470

PREFERRED STOCKS - 0.1%

Financials - 0.1%

Real Estate Investment Trusts (REITS) - 0.1%

National Retail Properties, Inc., 5.70%

(Identified Cost $250,000)

Baa3

10,000

239,700

FOREIGN GOVERNMENT BONDS - 41.8%

Australia Government Bond (Australia), 4.50%, 4/15/2020

Aaa

AUD

600,000

584,290

Brazilian Government Bond (Brazil), 8.875%, 10/14/2019

Baa2

400,000

526,000

Canada Housing Trust No. 1 (Canada)³, 4.10%, 12/15/2018

Aaa

CAD

2,485,000

2,585,728

Chile Government Bond (Chile), 3.25%, 9/14/2021

Aa3

1,500,000

Indonesia Treasury Bond (Indonesia), 8.25%, 7/15/2021

Baa3

IDR

5,000,000,000

538,271

Indonesia Treasury Bond (Indonesia), 7.00%, 5/15/2022

Baa3

IDR

16,615,000,000

1,654,820

Ireland Government Bond (Ireland), 5.00%, 10/18/2020

Ba1

EUR

1,340,000

1,868,911

Ireland Government Bond (Ireland), 3.90%, 3/20/2023

Ba1

EUR

400,000

512,139

Ireland Government Bond (Ireland), 5.40%, 3/13/2025

Ba1

EUR

1,500,000

2,116,705

Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022

Baa2

EUR

2,835,000

3,968,395

Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022

Baa2

EUR

3,910,000

5,460,594

Italy Buoni Poliennali Del Tesoro (Italy), 4.50%, 5/1/2023

Baa2

EUR

3,300,000

4,295,421

Italy Buoni Poliennali Del Tesoro (Italy)³, 5.00%, 3/1/2025

Baa2

EUR

2,215,000

2,976,639

Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016

Aa3

JPY

530,700,000

5,370,847

Japan Government Ten Year Bond (Japan), 1.00%, 12/20/2021

Aa3

JPY

258,850,000

2,661,181

Japan Government Two Year Bond (Japan), 0.10%, 3/15/2014

Aa3

JPY

318,250,000

3,209,062

Korea Treasury Bond (South Korea), 4.50%, 3/10/2015

Aa3

KRW

5,790,000,000

5,209,408

Malaysia Government Bond (Malaysia), 3.434%, 8/15/2014

WR⁶

MYR

6,820,000

2,166,215

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

Global Fixed Income Series

Investment Portfolio - June 30, 2013

(unaudited)

CREDIT
RATING¹
(UNAUDITED)

PRINCIPAL

AMOUNT²/

VALUE

(NOTE 2)

FOREIGN GOVERNMENT BONDS (continued)

Malaysia Government Bond (Malaysia), 3.172%, 7/15/2016

WR⁶

MYR

2,000,000

631,173

Mexican Government Bond (Mexico), 6.00%, 6/18/2015

Baa1

MXN

625,000

49,689

Mexican Government Bond (Mexico), 8.00%, 12/17/2015

Baa1

MXN

21,454,000

1,790,470

Mexican Government Bond (Mexico), 6.25%, 6/16/2016

Baa1

MXN

15,000,000

1,213,790

Mexican Government Bond (Mexico), 7.25%, 12/15/2016

Baa1

MXN

26,070,000

2,168,479

Mexican Government Bond (Mexico), 7.75%, 12/14/2017

Baa1

MXN

17,000,000

1,446,683

Mexican Government Bond (Mexico), 6.50%, 6/10/2021

Baa1

MXN

21,000,000

1,708,855

Portugal Obrigacoes do Tesouro OT (Portugal), 4.80%, 6/15/2020

Ba3

EUR

805,000

967,140

Portugal Obrigacoes do Tesouro OT (Portugal), 4.95%, 10/25/2023

Ba3

EUR

1,210,000

1,404,731

Portugal Obrigacoes do Tesouro OT (Portugal)³, 5.65%, 2/15/2024

WR⁶

EUR

1,755,000

2,124,705

Russian Foreign Bond - Eurobond (Russia), 5.00%, 4/29/2020

Baa1

500,000

535,000

Singapore Government Bond (Singapore), 2.50%, 6/1/2019

Aaa

SGD

4,515,000

3,719,491

Spain Government Bond (Spain), 4.50%, 1/31/2018

Baa3

EUR

1,415,000

1,910,248

Spain Government Bond (Spain), 4.00%, 4/30/2020

Baa3

EUR

2,240,000

2,878,359

Spain Government Bond (Spain)³, 5.40%, 1/31/2023

Baa3

EUR

3,755,000

5,132,540

Spain Government Bond (Spain), 4.80%, 1/31/2024

Baa3

EUR

3,200,000

4,150,778

Sweden Government Bond (Sweden), 4.25%, 3/12/2019

Aaa

SEK

4,000,000

677,421

Thailand Government Bond (Thailand), 3.25%, 6/16/2017

Baa1

THB

20,000,000

645,696

Thailand Government Bond (Thailand), 2.80%, 10/10/2017

Baa1

THB

60,795,000

1,923,576

United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017

Aa1

GBP

2,035,000

3,073,764

United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018

Aa1

GBP

2,610,000

4,642,687

TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $93,067,325)

89,999,901

MUTUAL FUND - 0.1%

iShares iBoxx $ High Yield Corporate Bond Fund

(Identified Cost $299,594)

3,250

295,295

SHORT-TERM INVESTMENT - 1.4%

Dreyfus Cash Management, Inc. - Institutional Shares⁷, 0.05%,

(Identified Cost $2,955,431)

2,955,431

2,955,431

TOTAL INVESTMENTS - 97.8%
(Identified Cost $219,541,159)

210,757,797

OTHER ASSETS, LESS LIABILITIES - 2.2%

4,680,352

NET ASSETS - 100%

215,438,149

*Less than 0.1%

AUD - Australian Dollar

CAD - Canadian Dollar

EUR - Euro

GBP - British Pound

IDR - Indonesian Rupiah

JPY - Japanese Yen

KRW - South Korean Won

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

Global Fixed Income Series

Investment Portfolio - June 30, 2013

(unaudited)

MXN - Mexican Peso

MYR - Malaysian Ringgit

SEK - Swedish Krona

SGD - Singapore Dollar

THB - Thai Baht

¹Credit ratings from Moody’s (unaudited).

²Amount is stated in USD unless otherwise noted.

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 $29,946,600 or 13.9% of the Series’ net assets as of June 30, 2013 (see Note 2 to the financial statements).

⁴Credit ratings from S&P (unaudited).

⁵The coupon rate is floating and is the effective rate as of June 30, 2013.

⁶Credit rating has been withdrawn. As of June 30, 2013, there is no rating available (unaudited).

⁷Rate shown is the current yield as of June 30, 2013.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United States 39.9%.

Global Fixed Income Series

Statement of Assets and Liabilities

June 30, 2013 (unaudited)


ASSETS:

Investments, at value (identified cost $219,541,159) (Note 2)	$	210,757,797
Cash		1,402,293
Receivable for securities sold		5,531,520
Interest receivable		2,518,041
Foreign tax reclaims receivable		34,890
Receivable for fund shares sold		95,261
Dividends receivable		272
Prepaid expenses		18


TOTAL ASSETS		220,340,092


LIABILITIES:

Foreign currency (identified cost $1,672,051)		1,682,594
Accrued management fees (Note 3)		112,128
Accrued shareholder services fees (Class S) (Note 3)		23,241
Accrued fund accounting and administration fees (Note 3)		5,199
Accrued Chief Compliance Officer service fees (Note 3)		330
Accrued Directors’ fees (Note 3)		258
Payable for securities purchased		2,842,234
Payable for fund shares repurchased		177,609
Accrued foreign capital gains tax (Note 2)		28,691
Other payables and accrued expenses		29,659


TOTAL LIABILITIES		4,901,943


TOTAL NET ASSETS	$	215,438,149


NET ASSETS CONSIST OF:

Capital stock	$	225,040
Additional paid-in-capital		224,627,833
Undistributed net investment income		394,454
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(939,059	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(8,870,119	)


TOTAL NET ASSETS	$	215,438,149


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($185,086,508/19,336,504 shares)	$	9.57


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($30,351,641/3,167,486 shares)	$	9.58

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

Global Fixed Income Series

Statement of Operations

For the Six Months Ended June 30, 2013 (unaudited)


INVESTMENT INCOME:

Interest	$	1,354,452
Dividends (net of foreign taxes withheld, $31,132)		12,973


Total Investment Income		1,367,425


EXPENSES:

Management fees (Note 3)		324,342
Shareholder services fees (Class S) (Note 3)		69,032
Fund accounting and administration fees (Note 3)		25,324
Directors’ fees (Note 3)		1,536
Chief Compliance Officer service fees (Note 3)		1,123
Transfer agent fees (Note 3)		965
Custodian fees		1,319
Miscellaneous		35,454


Total Expenses		459,095
Less reduction of expenses (Note 3)		(13,544	)


Net Expenses		445,551


NET INVESTMENT INCOME		921,874


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

Net realized gain (loss) on-
Investments		(346,373	)
Foreign currency transactions and translation of other assets and liabilities		(598,050	)


		(944,423	)

Net change in unrealized appreciation (depreciation) on-
Investments (net of decrease in accrued foreign capital gains tax of $214)		(8,811,105	)
Foreign currency transactions and translation of other assets and liabilities		(100,522	)


		(8,911,627	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(9,856,050	)


NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(8,934,176	)

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

Global Fixed Income Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE PERIOD 10/1/12¹TO 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	921,874		$	20,078
Net realized loss on investments and foreign currency		(944,423	)		(12,778	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(8,911,627	)		41,508


Net increase (decrease) from operations		(8,934,176	)		48,808


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(432,395	)		—
From net investment income (Class I)		(94,482	)		(2,074	)
From net realized gain on investments (Class I)		—			(405	)


Total distributions to shareholders		(526,877	)		(2,479	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		219,792,919			5,059,954


Net increase in net assets		210,331,866			5,106,283

NET ASSETS:

Beginning of period		5,106,283			—


End of period (including undistributed net investment income of $394,454 and distributions in excess of net investment income of $543, respectively)	$	215,438,149		$	5,106,283

¹Commencement of operations.

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

Global Fixed Income Series

Financial Highlights - Class S


	FOR THE PERIOD 4/1/13¹TO 6/30/13 (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		0.04
Net realized and unrealized gain (loss) on investments		(0.45	)


Total from investment operations		(0.41	)


Less distributions to shareholders:
From net investment income		(0.02	)


Net asset value - End of period	$	9.57


Net assets - End of period (000’s omitted)	$	185,087


Total return³		(4.08	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses^*		0.85	%⁴
Net investment income		1.67	%⁴
Portfolio turnover		37	%

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 reimbursed during the period. Periods less than one year are not annualized.

⁴Annualized.

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

Global Fixed Income Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE PERIOD 10/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.09		$	10.00

Income (loss) from investment operations:
Net investment income²		0.09			0.04
Net realized and unrealized gain (loss) on investments		(0.54	)		0.05


Total from investment operations		(0.45	)		0.09


Less distributions to shareholders:
From net investment income		(0.06	)		—	³
From net realized gain on investments		—			—	³


Total distributions to shareholders		(0.06	)		—	³


Net asset value - End of period	$	9.58		$	10.09


Net assets - End of period (000’s omitted)	$	30,352		$	5,106


Total return⁴		(4.53	%)		0.95	%
Ratios (to average net assets)/ Supplemental Data:
Expenses^*⁵		0.70	%		0.70	%
Net investment income⁵		1.89	%		1.60	%
Portfolio turnover		37	%		4	%

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

		0.30	%⁵		4.08	%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 during certain periods. Periods less than one year are not annualized.

⁵Annualized.

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

Global Fixed Income Series

Notes to Financial Statements

(unaudited)

1.	Organization

Global Fixed Income 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 total return by investing principally in fixed income securities of issuers located anywhere in 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 Series is authorized to issue two classes of share (Class S and Class I). Class S shares of the Series commenced on April 1, 2013. Each class is substantially the same, except Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2013, 10.3 billion shares have been designated in total among 42 series, of which 100 million have been designated as Global Fixed Income Series Class S common stock, and 100 million designated as Global Fixed Income Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

Global Fixed Income 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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Preferred securities:
Financials	$	239,700	$	239,700	$	—	$	—
Debt securities:
Corporate debt:
Consumer Discretionary		16,204,619		—		16,204,619		—
Consumer Staples		2,059,115		—		2,059,115		—
Energy		6,074,941		—		6,074,941		—
Financials		65,790,067		—		65,790,067		—
Health Care		3,346,011		—		3,346,011		—
Industrials		7,091,424		—		7,091,424		—
Information Technology		5,653,791		—		5,653,791		—
Materials		7,443,842		—		7,443,842		—
Telecommunication Services		3,218,725		—		3,218,725		—
Utilities		384,935		—		384,935		—
Foreign government bonds		89,999,901		—		89,999,901		—
Mutual funds		3,250,726		3,250,726		—		—

Total assets	$	210,757,797	$	3,490,426	$	207,267,371	$	—

There were no Level 3 securities held by the Series as of December 31, 2012 or June 30, 2013.

Security Transactions, Investment Income and Expenses

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

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. During the period of March 28, 2013 through May 6, 2013 the period for which foreign currency contracts were held, the average volume of derivative activity (measured in terms of the notional amount) was approximately $4,568,293.

The following table presents the effect of derivative instruments on the Statement of Operations as of June 30, 2013:


STATEMENT OF OPERATIONS
Derivative
Foreign forward currency exchange contracts	Net realized gain (loss) on foreign currency transactions and translation of other assets and liabilities	$	(17,040	)
Derivative
Foreign forward currency exchange contracts	Net change in unrealized appreciation (depreciation) on foreign currency transactions and translation of other assets and liabilities	$	(13,220	)

As of June 30, 2013, no investments in forward foreign currency exchange contracts were held by the Series.

Securities Purchased on a When-Issued Basis or Forward Commitment

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Securities Purchased on a When-Issued Basis or Forward Commitment (continued)

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.

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, 2012. 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

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Indemnifications

Other

3.	Transactions with Affiliates

The Class S shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Board. The shareholder service 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 pay a fee, computed daily and payable monthly, at an annual rate of 0.15% 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.

The Advisor has contractually agreed, until at least April 30, 2014, 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’ shareholder service fee, at no more than 0.70% of average daily net assets each year. For the six months ended June 30, 2013, the Advisor voluntarily waived fees of $13,544, 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.

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees, by 10%, excluding out-of-pocket expenses.

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, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $246,700,506 and $33,998,581 respectively. There were no purchases and sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class S and I shares of Global Fixed Income Series were:


CLASS S	FOR THE PERIOD 4/1/13 (COMMENCEMENT OF OPERATIONS) TO 6/30/13
CLASS S	SHARES			AMOUNT
Sold		19,570,489		$	195,491,855
Reinvested		42,070			415,234
Repurchased		(276,055	)		(2,734,009	)

Total		19,336,504		$	193,173,080


CLASS I	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE PERIOD 10/1/12 (COMMENCEMENT OF OPERATIONS) TO 12/31/12
CLASS I	SHARES			AMOUNT			SHARES		AMOUNT
Sold		2,651,935		$	26,525,357			505,762	$	5,057,476
Reinvested		9,543			94,482			246		2,478

Total		2,661,478		$	26,619,839			506,008	$	5,059,954

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

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

7.	Foreign Securities (continued)

governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the U.S. Government.

8.	Federal Income Tax Information

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the period ended December 31, 2012 was as follows:

Ordinary income $2,479

At June 30, 2013, 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	$	219,541,159
Unrealized appreciation		1,242,735
Unrealized depreciation		(10,026,097	)

Net unrealized depreciation	$	(8,783,362	)

{This page intentionally left blank}

Global Fixed Income 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 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

MNGFI-6/13-SAR

LOGO

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2013 to June 30, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD 1/1/13-6/30/13	ANNUALIZED EXPENSE RATIO^1,2
Strategic Income Conservative Series
Actual (Class S)	$1,000.00	$1,010.90	$1.50	0.30%
Hypothetical (5% return before expenses)	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class I)	$1,000.00	$1,011.90	$0.25	0.05%
Hypothetical (5% return before expenses)	$1,000.00	$1,024.55	$0.25	0.05%


	BEGINNING ACCOUNT VALUE 1/1/13	ENDING ACCOUNT VALUE 6/30/13	EXPENSES PAID DURING PERIOD 1/1/13-6/30/13	ANNUALIZED EXPENSE RATIO^1,2
Strategic Income Moderate Series
Actual (Class S)	$1,000.00	$1,050.60	$1.53	0.30%
Hypothetical (5% return before expenses)	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class I)	$1,000.00	$1,052.60	$0.25	0.05%
Hypothetical (5% return before expenses)	$1,000.00	$1,024.55	$0.25	0.05%

¹Expense ratios of the Class do not include fees and expenses indirectly incurred by the underlying funds. If these expenses were included, the expense ratios would have been higher.

²Expenses are equal to the Class’ annualized expense ratio (for the six month period), multiplied by the average account value over the period, multiplied by 181/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year. The Class’ total returns would have been lower had certain expenses not been reimbursed during the period.

Portfolio Composition as of June 30, 2013 - Asset Allocation¹

(unaudited)

LOGO

Statements of Assets and Liabilities

June 30, 2013 (unaudited)


	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
ASSETS:

Manning & Napier Core Bond Series - Class I (327,247 shares and 146,100 shares, respectively)	$	3,642,254		$	1,626,092
Manning & Napier Dividend Focus Series - Class I (87,795 shares and 176,199 shares, respectively)		1,258,977			2,526,701
Manning & Napier High Yield Bond Series - Class I (35,652 shares and 42,364 shares, respectively)		345,827			410,931
Manning & Napier Real Estate Series - Class I (59,621 shares and 79,285 shares, respectively)		590,841			785,717

Total investments in securities:
At value*		5,837,899			5,349,441
Receivable from Advisor (Note 3)		59,092			59,665
Receivable for securities sold		573			4,401
Receivable for fund shares sold		—			75
Prepaid expenses		7			7


TOTAL ASSETS		5,897,571			5,413,589


LIABILITIES:

Accrued fund accounting and administration fees (Note 3)		20,057			20,051
Accrued transfer agent fees (Note 3)		1,428			1,426
Accrued shareholder services fees (Note 3)		882			1,082
Accrued Directors’ fees (Note 3)		623			627
Accrued Chief Compliance Officer service fees (Note 3)		511			511
Audit fees payable		16,043			16,044
Registration and filing fees payable		7,387			7,393
Printing fees payable		5,139			5,139
Payable for fund shares repurchased		—			3,898
Other payables and accrued expenses		4,229			4,542


TOTAL LIABILITIES		56,299			60,713


TOTAL NET ASSETS	$	5,841,272		$	5,352,876


NET ASSETS CONSIST OF:

Capital stock		5,792			5,102
Additional paid-in-capital		5,913,257			5,304,541
Undistributed net investment income		7,391			6,180
Accumulated net realized gain on underlying series		27,536			24,967
Net unrealized appreciation (depreciation) on underlying series		(112,704	)		12,086


TOTAL NET ASSETS	$	5,841,272		$	5,352,876


Class S
Net Assets	$	4,395,929		$	5,295,812
Shares Outstanding		435,825			504,758
Net Asset Value, Offering Price, and Redemption Price per share	$	10.09		$	10.49
Class I
Net Assets	$	1,445,343		$	57,064
Shares Outstanding		143,384			5,437
Net Asset Value, Offering Price, and Redemption Price per share	$	10.08		$	10.50

*At identified cost	$	5,950,603		$	5,337,355

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

Statements of Operations

For the Six Months Ended June 30, 2013 (unaudited)


	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
INVESTMENT INCOME:

Income distributions from underlying series	$	61,395		$	52,268


EXPENSES:

Fund accounting and administration fees (Note 3)		19,856			19,851
Shareholder services fees (Class S)(Note 3)		4,383			4,897
Transfer agent fees (Note 3)		1,363			1,358
Chief Compliance Officer service fees (Note 3)		907			907
Directors’ fees (Note 3)		666			665
Audit fees		16,075			16,075
Registration and filing fees		9,416			9,418
Custodian fees		785			1,024
Miscellaneous		3,236			3,239


Total Expenses		56,687			57,434
Less reduction of expenses (Note 3)		(51,198	)		(51,544	)


Net Expenses		5,489			5,890


NET INVESTMENT INCOME		55,906			46,378


REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:

Net realized gain (loss) on underlying series		3,261			2,519
Net change in unrealized appreciation (depreciation) on underlying series		(71,125	)		53,836


NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		(67,864	)		56,355


NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(11,958	)	$	102,733

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

Statements of Changes in Net Assets


	STRATEGIC INCOME CONSERVATIVE SERIES						STRATEGIC INCOME MODERATE SERIES
	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE PERIOD 8/1/12¹TO 12/31/12			FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE PERIOD 8/1/12¹TO 12/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	55,906		$	30,964		$	46,378		$	32,446
Net realized gain (loss) on underlying series		3,261			(57	)		2,519			60
Distributions of realized gains from underlying series		—			30,420			—			32,732
Net change in unrealized appreciation (depreciation) on underlying series		(71,125	)		(41,579	)		53,836			(41,750	)


Net increase (decrease) from operations		(11,958	)		19,748			102,733			23,488


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(35,184	)		(35,255	)		(39,668	)		(40,601	)
From net investment income (Class I)		(13,331	)		(1,223	)		(530	)		(1,301	)
From net realized gain on investments (Class S)		—			(559	)		—			(865	)
From net realized gain on investments (Class I)		—			(15	)		—			(23	)


Total distributions to shareholders		(48,515	)		(37,052	)		(40,198	)		(42,790	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 6)		3,735,117			2,183,932			3,218,505			2,091,138


Net increase in net assets		3,674,644			2,166,628			3,281,040			2,071,836

NET ASSETS:

Beginning of period		2,166,628			—			2,071,836			—


End of period (including undistributed net investment income of $7,391, $0, $6,180 and $0, respectively)	$	5,841,272		$	2,166,628		$	5,352,876		$	2,071,836

¹Commencement of operations.

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

Financial Highlights


STRATEGIC INCOME CONSERVATIVE SERIES CLASS S	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE PERIOD 8/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.07		$	10.00

Income (loss) from investment operations:
Net investment income²		0.12			0.30
Net realized and unrealized gain (loss) on underlying series		(0.01	)		0.01


Total from investment operations		0.11			0.31


Less distributions to shareholders:
From net investment income		(0.09	)		(0.24	)
From net realized gain on investments		—			(0.00	)³


Total distributions to shareholders		(0.09	)		(0.24	)


Net asset value - End of period	$	10.09		$	10.07


Net assets - End of period (000’s omitted)	$	4,396		$	2,115


Total return⁴		1.09	%		3.12	%
Ratios (to average net assets)/Supplemental Data:
Expenses^*⁵		0.30	%⁶		0.30	%⁷
Net investment income⁸		1.15	%		2.95	%
Series portfolio turnover⁹		4	%		5	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount⁵:

		2.38	%⁶		10.89	%^7,10


STRATEGIC INCOME CONSERVATIVE SERIES CLASS I	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE PERIOD 8/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.06		$	10.00

Income (loss) from investment operations:
Net investment income²		0.17			0.22
Net realized and unrealized gain (loss) on underlying series		(0.05	)		0.08


Total from investment operations		0.12			0.30


Less distributions to shareholders:
From net investment income		(0.10	)		(0.24	)
From net realized gain on investments		—			(0.00	)³


Total distributions to shareholders		(0.10	)		(0.24	)


Net asset value - End of period	$	10.08		$	10.06


Net assets - End of period (000’s omitted)	$	1,445		$	52


Total return⁴		1.19	%		3.08	%
Ratios (to average net assets)/Supplemental Data:
Expenses^*⁵		0.05	%⁶		0.05	%⁷
Net investment income⁸		1.66	%		2.15	%
Series portfolio turnover⁹		4	%		5	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount⁵:

		2.06	%⁶		27.14	%^7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than ($0.01) per share.

⁴Represents aggregate total return for the periods indicated. Total return would have been lower had certain expenses not been reimbursed during the periods. Periods less than one year are not annualized.

⁵Annualized.

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.70%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.71%.

⁸Net investment income is affected by the timing of distributions from underlying fund investments.

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

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

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

Financial Highlights


STRATEGIC INCOME MODERATE SERIES CLASS S	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE PERIOD 8/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.07		$	10.00

Income (loss) from investment operations:
Net investment income²		0.12			0.30
Net realized and unrealized gain (loss) on underlying series		0.39			0.02


Total from investment operations		0.51			0.32


Less distributions to shareholders:
From net investment income		(0.09	)		(0.25	)
From net realized gain on investments		—			(0.00	)³


Total distributions to shareholders		(0.09	)		(0.25	)


Net asset value - End of period	$	10.49		$	10.07


Net assets - End of period (000’s omitted)	$	5,296		$	2,019


Total return⁴		5.06	%		3.23	%
Ratios (to average net assets)/Supplemental Data:
Expenses^*⁵		0.30	%⁶		0.30	%⁷
Net investment income⁸		1.16	%		2.92	%
Series portfolio turnover⁹		2	%		7	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount⁵:

		2.59	%⁶		10.28	%^7,10


STRATEGIC INCOME MODERATE SERIES CLASS I	FOR THE SIX MONTHS ENDED 6/30/13 (UNAUDITED)			FOR THE PERIOD 8/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.07		$	10.00

Income (loss) from investment operations:
Net investment income²		0.11			0.22
Net realized and unrealized gain (loss) on underlying series		0.42			0.10


Total from investment operations		0.53			0.32


Less distributions to shareholders:
From net investment income		(0.10	)		(0.25	)
From net realized gain on investments		—			(0.00	)³


Total distributions to shareholders		(0.10	)		(0.25	)


Net asset value - End of period	$	10.50		$	10.07


Net assets - End of period (000’s omitted)	$	57		$	53


Total return⁴		5.26	%		3.29	%
Ratios (to average net assets)/Supplemental Data:
Expenses^*⁵		0.05	%⁶		0.05	%⁷
Net investment income⁸		1.08	%		2.16	%
Series portfolio turnover⁹		2	%		7	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount⁵:

		2.73	%⁶		27.25	%^7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than ($0.01) per share.

⁵Annualized.

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.68%.

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

⁸Net investment income is affected by the timing of distributions from underlying fund investments.

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

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

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

Notes to Financial Statements

(unaudited)

1.	Organization

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

The goals of each Series are as follows: Strategic Income Conservative Series - primary goal is to manage against capital risk and generate income; secondary goal is to provide long term capital growth. Strategic Income Moderate Series - equal emphasis on managing against capital risk while generating income and pursuing long term capital growth.

Each Series seeks to achieve its investment objectives by investing in a combination of other Manning & Napier mutual funds (the “Underlying Series”). As of June 30, 2013, the Underlying Series include the Core Bond Series, the Dividend Focus Series, the High Yield Bond Series, and the Real Estate Series of the Fund. The financial statements of the Underlying Series should be read in conjunction with the Series’ financial statements.

Each Series is authorized to issue two classes of shares (Class S and I). Each class of shares is substantially the same, except that Class S shares bear a shareholder service fee.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2013, 10.3 billion shares have been designated in total among 42 series, of which 100 million have been designated in each of the Series for Class S common stock and 100 million have been designated in each of the Series for Class I common stock.

2.	Significant Accounting Policies

Security Valuation

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

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

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 on 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.

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, 2013 in valuing the Series’ assets or liabilities carried at fair value:


	STRATEGIC INCOME CONSERVATIVE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	5,837,899	$	5,837,899	$	—	$	—

Total assets:	$	5,837,899	$	5,837,899	$	—	$	—


	STRATEGIC INCOME MODERATE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	5,349,441	$	5,349,441	$	—	$	—

Total assets:	$	5,349,441	$	5,349,441	$	—	$	—

There were no Level 2 or Level 3 securities held by any of the Series as of December 31, 2012 or June 30, 2013.

Security Transactions, Investment Income and Expenses

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

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

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At June 30, 2013, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. As the commencement of operations of the Series was August 1, 2012, the statute of limitations remains open for the period ended December 31, 2012. The Series are 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 they invest, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

Indemnifications

Other

3.	Transactions with Affiliates

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

The Class S shares of the Series are subject to a shareholder service fee in accordance with a shareholder service plan adopted by the Board. The shareholder service fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client services, 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.

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

The Advisor has contractually agreed, until at least April 30, 2014, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of shareholder service fees, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the Underlying Series. For the six months ended June 30, 2013, the Advisor reimbursed expenses of $51,198 for Strategic Income Conservative Series and $51,544 for Strategic Income Moderate Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been waved 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 fee rates for these Series are as follows: An annual fee related to fund accounting and administration of 0.0025% of the average daily net assets with an annual base fee of $40,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain cusip-based and out-of-pocket expenses are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees, by 10%, excluding out-of-pocket expenses.

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, 2013, purchases and sales of Underlying Series were as follows:


SERIES	PURCHASES		SALES
Strategic Income Conservative Series	$	3,916,921	$	174,022
Strategic Income Moderate Series	$	3,285,666	$	60,633

5.	Investments in Affiliated Issuers

A summary of the Series’ transactions in the shares of affiliated issuers during the six months ended June 30, 2013 is set forth below:


STRATEGIC INCOME CONSERVATIVE SERIES	VALUE AT 12/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 6/30/13		SHARES HELD AT 6/30/13		DIVIDEND INCOME 1/1/13 THROUGH 6/30/13		NET REALIZED GAIN/(LOSS) 1/1/13 THROUGH 6/30/13
Manning & Napier
Core Bond
Series
- Class I	$	1,383,430	$	2,506,830	$	111,374	$	3,642,254		327,247	$	40,953	$	(267	)
Manning & Napier
Dividend Focus
Series
- Class I		439,596		783,384		34,805		1,258,977		87,795		13,493		3,008
Manning & Napier
High Yield Bond
Series
- Class I		128,059		235,015		10,441		345,827		35,652		6,949		(11	)
Manning & Napier
Real Estate
Series
- Class I		211,779		391,692		17,402		590,841		59,621		—		531

	$	2,162,864	$	3,916,921	$	174,022	$	5,837,899			$	61,395	$	3,261

Notes to Financial Statements (continued)

(unaudited)

5.	Investments in Affiliated Issuers (continued)


STRATEGIC INCOME MODERATE SERIES	VALUE AT 12/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 6/30/13		SHARES HELD AT 6/30/13		DIVIDEND INCOME 1/1/13 THROUGH 6/30/13		NET REALIZED GAIN/(LOSS) 1/1/13 THROUGH 6/30/13
Manning & Napier
Core Bond
Series
- Class I	$	658,392	$	1,051,413	$	19,402	$	1,626,092		146,100	$	17,803	$	(167	)
Manning & Napier
Dividend Focus
Series
- Class I		944,919		1,478,550		27,285		2,526,701		176,199		26,417		2,561
Manning & Napier
High Yield Bond
Series
- Class I		162,360		262,853		4,851		410,931		42,364		8,048		(53	)
Manning & Napier
Real Estate
Series
- Class I		302,382		492,850		9,095		785,717		79,285		—		178

	$	2,068,053	$	3,285,666	$	60,633	$	5,349,441			$	52,268	$	2,519

6.	Capital Stock Transactions

Transactions in Class S and Class I shares were:


STRATEGIC INCOME CONSERVATIVE SERIES:	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE PERIOD 8/1/12 (COMMENCEMENT OF OPERATIONS) TO 12/31/12				FOR THE SIX MONTHS ENDED 6/30/13						FOR THE PERIOD 8/1/12 (COMMENCEMENT OF OPERATIONS) TO 12/31/12
	CLASS S SHARES			AMOUNTS			CLASS S SHARES		AMOUNTS		CLASS I SHARES			AMOUNTS			CLASS I SHARES		AMOUNTS
Sold		238,778		$	2,454,829			206,735	$	2,099,291		136,945		$	1,403,541			5,000	$	50,000
Reinvested		3,288			33,311			3,329		33,402		1,317			13,331			123		1,239
Repurchased		(16,305	)		(169,885	)		—		—		(1	)		(10	)		—		—

Total		225,761		$	2,318,255			210,064	$	2,132,693		138,261		$	1,416,862			5,123	$	51,239


STRATEGIC INCOME MODERATE SERIES:	FOR THE SIX MONTHS ENDED 6/30/13						FOR THE PERIOD 8/1/12 (COMMENCEMENT OF OPERATIONS) TO 12/31/12				FOR THE SIX MONTHS ENDED 6/30/13						FOR THE PERIOD 8/1/12 (COMMENCEMENT OF OPERATIONS) TO 12/31/12
	CLASS S SHARES			AMOUNTS			CLASS S SHARES		AMOUNTS		CLASS I SHARES			AMOUNTS			CLASS I SHARES		AMOUNTS
Sold		309,635		$	3,274,535			196,369	$	1,996,999		123		$	1,300			5,133	$	51,350
Reinvested		3,608			37,736			4,118		41,466		50			531			131		1,323
Repurchased		(8,972	)		(95,597	)		—		—		—			—			—		—

Total		304,271		$	3,216,674			200,487	$	2,038,465		173		$	1,831			5,264	$	52,673

Notes to Financial Statements (continued)

(unaudited)

6.	Capital Stock Transactions (continued)

At June 30, 2013, two accounts owned the following in Strategic Income Conservative Series and two accounts, each owning greater than 10% of the net assets, owned the following in Strategic Income Moderate Series:


SERIES	SHARES OWNED		PERCENTAGE OF SERIES SHARES OUTSTANDING			VALUE
Strategic Income Conservative Series		188,225		32.5	%	$	1,898,043
Strategic Income Moderate Series		119,910		23.5	%	$	1,257,861

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

7.	Financial Instruments

The Underlying Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Underlying Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the Underlying Series to close out their position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Underlying Series as of June 30, 2013.

8.	Federal Income Tax Information


	STRATEGIC INCOME CONSERVATIVE SERIES		STRATEGIC INCOME MODERATE SERIES
Ordinary income	$	36,660	$	42,145
Long-term capital gain		392		645

At June 30, 2013, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation (depreciation) were as follows:


	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
Cost for federal income tax purposes	$	5,951,568		$	5,337,806
Unrealized appreciation		62,700			118,337
Unrealized depreciation		(176,369	)		(106,702	)

Net unrealized appreciation (depreciation)	$	(113,669	)	$	11,635

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 1st and 3rd quarters of each fiscal year are provided on Form N-Q, and are available, without charge, upon request:


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

Prospectus and Statement of Additional Information (SAI)

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


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

MNSTI-6/13-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.

Date: August 29, 2013

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.

Date: August 29, 2013

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

Date: August 29, 2013

Ordinary income

Tax exempt income

Long-term capital gains