Manning & Napier Fund NCSR Certified annual shareholder report (management investment company)

Manning & Napier Fund N-CSRCertified 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: October 31

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Date of reporting period: November 1, 2012 through October 31, 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

EQUITY SERIES

www.manning-napier.com

Equity Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Slow economic growth and accommodative monetary policies characterized the global economy during the one year period ended October 31, 2013. Against this backdrop, a variety of global equity markets delivered positive absolute returns. In the U.S., stocks moved sharply higher despite flare-ups of uncertainty stemming from ongoing fiscal policy concerns and the future course of quantitative easing (QE). Anticipation of a near term reduction in U.S. QE had a particularly large adverse impact on fixed income markets as well as emerging market equities. Signs of decelerating economic growth in countries such as China and rising inflationary pressure in countries such as Brazil also contributed to a shift in investors’ risk appetite, but broadly speaking emerging market stocks still finished the twelve-month period with modest gains. Perhaps the most significant macroeconomic development during the year came from the Eurozone, where data showed that the region emerged from recession during the second quarter of 2013. While encouraging, recent progress in Europe remains fragile and uneven. Moving forward, we continue to maintain our slow growth outlook for the global economy as many headwinds to global economic growth remain intact.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Equity Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term growth of capital by investing primarily in common stocks. The Series is designed to allow the pursuit of opportunities in large, mid, and small size companies within the U.S.

Performance Commentary

U.S. equity markets delivered strong positive returns for the twelve-month period ended on October 31, 2013. Specifically, the S&P 500 Total Return Index gained 27.18%, while the Russell 3000 Index earned 28.99%. Over the current stock market cycle, which includes a prolonged bear market that ran from April 2000 to February 2009, a recovery, and the current bull market, the Equity Series continues to provide competitive absolute and relative returns for long-term investors. With an annualized return of 7.17% over the current cycle, the Equity Series has outpaced the Russell 3000’s annualized return of 3.66%. The Equity Series posted positive absolute returns for the year ended October 31, 2013, and outperformed the Russell 3000 Index over the twelve-month period.

The Series’ outperformance relative to the Russell 3000 Index was driven by stock selection, though the aggregate impact of sector allocation decisions also contributed positively to relative returns. Regarding stock selection, certain investments in Energy and Information Technology aided relative returns. This was partially offset by certain investments in Consumer Discretionary and Financials, both of which detracted from relative returns. Concerning sector allocation, as compared to the benchmark, an underweight to Utilities, a lack of exposure to Telecommunication Services, and an overweight to Consumer Discretionary contributed positively to relative returns. Conversely, an overweight to Energy as compared to the benchmark challenged relative returns during the twelve-month period.

In today’s slow growth environment, we believe that consistency and flexibility are key components in managing the balance between risk and reward. To that end, we continue to consistently apply the investment strategies that we have developed and refined over the last forty-plus years. This enables us to find attractively priced companies that we believe can generate growth for our clients. Indeed, within the Series we are focused on identifying companies that are positioned to grow multiple times faster than the broader economy. These companies typically display stable-to-strong fundamentals and strong competitive positions within their respective industry. We believe that in the long-term, growth-oriented companies that execute well despite the slow economic growth environment should demand a premium.

Please see the next page for additional performance information as of October 31, 2013.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 593-4353.

The current stock market cycle is 04/01/2000 through current.

Equity Series

Performance Update as of October 31, 2013

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	TEN YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Equity Series^3,4	30.61%	14.38%	8.99%	7.76%
Russell 3000^® Index⁵	28.99%	15.94%	7.92%	5.34%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Equity Series for the ten years ended October 31, 2013 to the Russell 3000^® Index.

LOGO

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 1.05%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.11% for the year ended October 31, 2013.

⁴Prior to July 10, 2002, all performance figures reflect the performance of the Exeter Trust Company Group Trust for Employee Benefit Plans: All-Equity Collective Investment Trust (the “Collective”), which was managed by Manning & Napier Advisors, Inc. (predecessor to Manning & Napier Advisors, LLC), an affiliate of the distributor, and reorganized into the Manning & Napier Fund, Inc. Equity Series on July 10, 2002. The Collective was not open to the public generally or registered under the Investment Company Act of 1940 and the fees of the Collective were lower than the Series’ fees. Therefore, historical performance of the Collective would have been lower if the Collective had been subject to the same fees as the Series.

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

Equity 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 (May 1, 2013 to October 31, 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 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD* 5/1/13-10/31/13
Actual	$1,000.00	$1,129.70	$5.64
Hypothetical (5% return before expenses)	$1,000.00	$1,019.91	$5.35

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.05%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Series’ total return would have been lower had certain expenses not been waived during the period.

Equity Series

Portfolio Composition as of October 31, 2013

(unaudited)

LOGO

Equity Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 98.0%

Consumer Discretionary - 18.2%
Hotels, Restaurants & Leisure - 2.4%
BJ’s Restaurants, Inc.*		271,490	$	7,346,519
Yum! Brands, Inc.		329,620		22,288,904

				29,635,423

Household Durables - 0.9%
DR Horton, Inc.		131,380		2,489,651
Lennar Corp. - Class A		74,930		2,663,761
NVR, Inc.*		3,030		2,779,480
Toll Brothers, Inc.*		85,430		2,808,938

				10,741,830

Internet & Catalog Retail - 1.3%
Amazon.com, Inc.*		28,420		10,345,733
HomeAway, Inc.*		198,150		5,875,148

				16,220,881

Media - 12.6%
DIRECTV*		455,460		28,461,695
LIN Media LLC - Class A*		176,940		4,347,416
Nexstar Broadcasting Group, Inc. - Class A		82,970		3,683,038
Sinclair Broadcast Group, Inc. - Class A		215,020		6,893,541
Starz - Class A*		515,460		15,541,119
Time Warner, Inc.		309,430		21,270,218
Tribune Co.*		152,570		10,214,562
Twenty-First Century Fox, Inc.		615,940		20,991,235
Viacom, Inc. - Class B		262,990		21,904,437
The Walt Disney Co.		326,110		22,367,885

				155,675,146

Specialty Retail - 1.0%
Dick’s Sporting Goods, Inc.		240,460		12,794,877

Total Consumer Discretionary				225,068,157


Consumer Staples - 4.6%
Beverages - 1.7%
The Coca-Cola Co.		535,370		21,184,591

Food Products - 2.9%
Ingredion, Inc.		128,670		8,461,339
Kraft Foods Group, Inc.		212,350		11,547,593
Mead Johnson Nutrition Co.		202,590		16,543,499

				36,552,431

Total Consumer Staples				57,737,022

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

Equity Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy - 17.8%
Energy Equipment & Services - 9.1%
Baker Hughes, Inc.		934,580	$	54,289,752
Cameron International Corp.*		568,580		31,192,299
Weatherford International Ltd. - ADR*		1,646,670		27,071,255

				112,553,306

Oil, Gas & Consumable Fuels - 8.7%
Apache Corp.		212,460		18,866,448
EOG Resources, Inc.		83,710		14,933,864
Hess Corp.		557,030		45,230,836
Peabody Energy Corp.		919,760		17,916,925
Range Resources Corp.		148,080		11,211,137

				108,159,210

Total Energy				220,712,516


Financials - 4.7%
Diversified Financial Services - 2.1%
McGraw-Hill Financial, Inc.		178,750		12,455,300
MSCI, Inc.*		321,780		13,118,971

				25,574,271

Real Estate Investment Trusts (REITS) - 1.7%
Alexandria Real Estate Equities, Inc.		90,300		5,939,934
BioMed Realty Trust, Inc.		286,810		5,713,255
Corporate Office Properties Trust		136,730		3,363,558
Digital Realty Trust, Inc.		56,010		2,669,437
DuPont Fabros Technology, Inc.		153,200		3,807,020

				21,493,204

Real Estate Management & Development - 0.9%
Realogy Holdings Corp.*		281,650		11,587,081

Total Financials				58,654,556


Health Care - 12.2%
Biotechnology - 0.9%
Myriad Genetics, Inc.*		453,400		11,053,892

Health Care Equipment & Supplies - 6.4%
Alere, Inc.*		935,510		31,554,752
Becton, Dickinson and Co.		244,360		25,689,567
Teleflex, Inc.		77,230		7,119,061
Volcano Corp.*		792,660		15,195,292

				79,558,672

Health Care Providers & Services - 0.6%
Universal Health Services, Inc. - Class B		94,130		7,583,113

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

Equity Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Technology - 2.3%
Cerner Corp.*		494,370	$	27,699,551

Pharmaceuticals - 2.0%
Johnson & Johnson		266,330		24,664,821

Total Health Care				150,560,049


Industrials - 9.3%
Air Freight & Logistics - 1.5%
C.H. Robinson Worldwide, Inc.		305,970		18,278,648

Airlines - 1.2%
Spirit Airlines, Inc.*		337,080		14,545,002

Industrial Conglomerates - 1.6%
General Electric Co.		762,810		19,939,853

Machinery - 3.6%
Caterpillar, Inc.		174,170		14,518,811
Joy Global, Inc.		277,170		15,729,398
Xylem, Inc.		408,700		14,100,150

				44,348,359

Trading Companies & Distributors - 1.4%
Fastenal Co.		352,630		17,560,974

Total Industrials				114,672,836


Information Technology - 26.7%
Communications Equipment - 8.0%
F5 Networks, Inc.*		188,830		15,391,533
Juniper Networks, Inc.*		1,831,130		34,132,263
Palo Alto Networks, Inc.*		219,200		9,241,472
Qualcomm, Inc.		426,140		29,603,946
Riverbed Technology, Inc.*		694,228		10,288,459

				98,657,673

Computers & Peripherals - 6.1%
Apple, Inc.		54,460		28,447,181
EMC Corp.		1,977,550		47,599,629

				76,046,810


Internet Software & Services - 5.9%
eBay, Inc.*		425,100		22,407,021
Facebook, Inc. - Class A*		261,950		13,165,607
Google, Inc. - Class A*		31,000		31,947,980
LinkedIn Corp. - Class A*		25,810		5,772,923

				73,293,531

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

Equity Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
IT Services - 0.7%
VeriFone Systems, Inc.*		369,630	$	8,375,816

Semiconductors & Semiconductor Equipment - 1.1%
Skyworks Solutions, Inc.*		522,990		13,482,682

Software - 4.9%
Electronic Arts, Inc.*		1,100,670		28,892,588
Fortinet, Inc.*		907,020		18,240,172
MICROS Systems, Inc.*		249,850		13,554,363

				60,687,123

Total Information Technology				330,543,635


Materials - 4.5%
Chemicals - 1.9%
Monsanto Co.		225,990		23,701,831

Metals & Mining - 2.6%
Alcoa, Inc.		3,411,060		31,620,526

Total Materials				55,322,357


TOTAL COMMON STOCKS (Identified Cost $1,007,713,699)				1,213,271,128


SHORT-TERM INVESTMENT - 2.5%

Dreyfus Cash Management, Inc. - Institutional Shares¹, 0.04% (Identified Cost $30,380,002)		30,380,002		30,380,002

TOTAL INVESTMENTS - 100.5% (Identified Cost $1,038,093,701)				1,243,651,130
LIABILITIES, LESS OTHER ASSETS - (0.5%)				(6,131,625	)

NET ASSETS - 100%			$	1,237,519,505

KEY:

ADR - American Depository Receipt

*Non-income producing security.

¹Rate shown is the current yield as of October 31, 2013.

The Global Industry Classification Standard (GICS) was developed by and is the exclusive property and a service mark of MSCI Inc. (MSCI) and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (S&P) and is licensed for use by Manning & Napier when referencing GICS sectors. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification nor shall any such party have any liability therefrom.

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

Equity Series

Statement of Assets and Liabilities

October 31, 2013


ASSETS:

Investments, at value (identified cost $1,038,093,701) (Note 2)	$	1,243,651,130
Receivable for securities sold		16,918,945
Receivable for fund shares sold		2,938,744
Dividends receivable		536,004


TOTAL ASSETS		1,264,044,823


LIABILITIES:

Accrued management fees (Note 3)		997,472
Accrued transfer agent fees (Note 3)		211,605
Accrued fund accounting and administration fees (Note 3)		42,668
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for fund shares repurchased		16,770,957
Payable for securities purchased		8,429,928
Other payables and accrued expenses		72,281


TOTAL LIABILITIES		26,525,318


TOTAL NET ASSETS	$	1,237,519,505


NET ASSETS CONSIST OF:

Capital stock	$	573,001
Additional paid-in-capital		877,843,601
Undistributed net investment income		29,561
Accumulated net realized gain on investments		153,515,913
Net unrealized appreciation on investments		205,557,429


TOTAL NET ASSETS	$	1,237,519,505


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,237,519,505/57,300,087 shares)	$	21.60

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

Equity Series

Statement of Operations

For the Year Ended October 31, 2013


INVESTMENT INCOME:

Dividends	$	13,481,462


EXPENSES:

Management fees (Note 3)		12,169,815
Transfer agent fees (Note 3)		852,412
Fund accounting and administration fees (Note 3)		162,732
Directors’ fees (Note 3)		31,256
Chief Compliance Officer service fees (Note 3)		2,369
Custodian fees		43,351
Miscellaneous		304,272


Total Expenses		13,566,207
Less reduction of expenses (Note 3)		(787,902	)


Net Expenses		12,778,305


NET INVESTMENT INCOME		703,157


REALIZED AND UNREALIZED GAIN ON INVESTMENTS

Net realized gain on investments		163,586,066
Net change in unrealized appreciation on investments		162,201,337


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		325,787,403


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	326,490,560

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

Equity Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	703,157		$	1,025,103
Net realized gain on investments		163,586,066			169,378,428
Net change in unrealized appreciation (depreciation) on investments		162,201,337			(50,082,779	)


Net increase from operations		326,490,560			120,320,752


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(2,246,652	)		(4,425,680	)
From net realized gain on investments		(163,857,384	)		(70,677,622	)


Total distributions to shareholders		(166,104,036	)		(75,103,302	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(341,335,394	)		(551,787,560	)


Net decrease in net assets		(180,948,870	)		(506,570,110	)

NET ASSETS:

Beginning of year		1,418,468,375			1,925,038,485


End of year (including undistributed net investment income of $29,561 and $0, respectively)	$	1,237,519,505		$	1,418,468,375

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

Equity Series

Financial Highlights


	FOR THE YEARS ENDED
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	19.03		$	18.45		$	17.91		$	15.55		$	13.34

Income (loss) from investment operations:
Net investment income¹		0.01			0.01			0.04			0.03			0.04
Net realized and unrealized gain (loss) on investments		5.14			1.26			0.55			2.35			2.24


Total from investment operations		5.15			1.27			0.59			2.38			2.28


Less distributions to shareholders:
From net investment income		(0.03	)		(0.04	)		(0.05	)		(0.02	)		(0.07	)
From net realized gain on investments		(2.55	)		(0.65	)		—			—			—


Total distributions to shareholders		(2.58	)		(0.69	)		(0.05	)		(0.02	)		(0.07	)


Net asset value - End of year	$	21.60		$	19.03		$	18.45		$	17.91		$	15.55


Net assets - End of year (000’s omitted)	$	1,237,520		$	1,418,468		$	1,925,038		$	1,579,323		$	1,003,043


Total return²		30.61	%		7.37	%		3.30	%		15.29	%		17.23	%
Ratios (to average net assets)/ Supplemental Data:
Expenses^*		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%
Net investment income		0.06	%		0.06	%		0.24	%		0.17	%		0.26	%
Portfolio turnover		52	%		63	%		54	%		56	%		50	%

^* The investment advisor did not impose all or a portion of its management and/or other fees, and in some years 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:

		0.06	%		0.05	%		0.02	%		0.02	%		0.06	%

¹Calculated based on average shares outstanding during the years.

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

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

Equity Series

Notes to Financial Statements

1.	Organization

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

The Series’ investment objective is to provide long-term growth of capital.

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. As of October 31, 2013, 10.9 billion shares have been designated in total among 45 series, of which 200 million have been designated as Equity Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Portfolio securities, including domestic equities, listed on an exchange other than the NASDAQ 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.

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.

Equity Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 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	$	225,068,157	$	225,068,157	$	—	$	—
Consumer Staples		57,737,022		57,737,022		—		—
Energy		220,712,516		220,712,516		—		—
Financials		58,654,556		58,654,556		—		—
Health Care		150,560,049		150,560,049		—		—
Industrials		114,672,836		114,672,836		—		—
Information Technology		330,543,635		330,543,635		—		—
Materials		55,322,357		55,322,357		—		—
Mutual Fund		30,380,002		30,380,002		—		—

Total assets	$	1,243,651,130	$	1,243,651,130	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2012 or October 31, 2013.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2013.

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.

Federal Taxes

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

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

Equity Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

years ended October 31, 2010 through October 31, 2013. 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.

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3.	Transactions with Affiliates

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

Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series’ organization. The Advisor also provides the Fund with necessary office space and fund administration and support services. The salaries of all officers of the Fund (except a percentage of the Fund’s Chief Compliance Officer’s salary, which is paid by the Fund), and of all Directors who are “affiliated persons” of the Fund, or of the Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended and are reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. Effective May 2013, an Audit Committee Chair, who receives an additional annual stipend for this role, was appointed to the Fund.

The Advisor has contractually agreed, until at least February 28, 2015, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 1.05% of average daily net assets each year. Accordingly, the Advisor waived fees of $787,902 for the year ended October 31, 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.

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.

Equity Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series 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 year ended October 31, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $623,316,927 and $1,104,257,633, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Equity Series were:


	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		11,213,678		$	219,442,960			22,742,087		$	418,341,849
Reinvested		6,080,929			104,105,491			2,205,706			37,144,091
Repurchased		(34,538,433	)		(664,883,845	)		(54,736,906	)		(1,007,273,500	)

Total		(17,243,826	)	$	(341,335,394	)		(29,789,113	)	$	(551,787,560	)

At October 31, 2013, the retirement plan of the Advisor and its affiliates owned 245,765 shares of the Series (0.4% of shares outstanding) valued at $5,308,532.

6.	Financial Instruments

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

Equity Series

Notes to Financial Statements (continued)

8.	Federal Income Tax Information

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 10/31/13		FOR THE YEAR ENDED 10/31/12
Ordinary income	$	30,554,514	$	4,409,975
Long-term capital gains		135,549,522		70,693,327

At October 31, 2013, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	1,049,432,863
Unrealized appreciation		225,864,526
Unrealized depreciation		(31,646,259	)

Net unrealized appreciation	$	194,218,267

Undistributed ordinary income		41,747,687
Undistributed long-term capital gains		123,136,949

Equity Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Equity Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

New York, New York

December 18, 2013

Equity Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $12,202,384 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 69.21%.

The Series designates $258,686,471 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2013.

Equity Series

Directors’ and Officers’ Information

(unaudited)

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


Interested Director/Officer
Name: Address:		B. Reuben Auspitz* 290 Woodcliff Drive Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		73
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		67
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009)

Equity Series

Directors’ and Officers’ Information

(unaudited)


Independent Directors (continued)

Name:		Peter L. Faber
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Chester N. Watson
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Officers

Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Elizabeth Craig
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		26
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2011
Principal Occupation(s) During Past 5 Years:		Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

Equity Series

Directors’ and Officers’ Information

(unaudited)


Officers (continued)
Name:		Christine Glavin
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name: Address:		Jodi L. Hedberg 290 Woodcliff Drive Fairport, NY 14450
Age:		45
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name: Address:		Richard Yates 290 Woodcliff Drive Fairport, NY 14450
Age:		48
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹& Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

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

¹The term of office of all officers shall be one year and until their respective successors are chosen and qualified, or his or her earlier resignation or removal as provided in the Fund’s By-Laws.

{This page intentionally left blank}

Equity Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 1^st and 3^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)

For more information about any of the Manning & Napier Fund, Inc. Series, you may obtain a prospectus and SAI at www.manning-napier.com or by calling (800) 466-3863. Before investing, carefully consider the objectives, risks, charges and expenses of the investment and read the prospectus carefully as it contains this and other information about the investment company. In addition, this information can be found on the SEC’s web site, http://www.sec.gov.

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.

The Manning & Napier Fund, Inc. is managed by Manning & Napier Advisors, LLC. Manning & Napier Investor Services, Inc., an affiliate of Manning & Napier Advisors, LLC, is the distributor of the Fund shares.

MNEQY-10/13-AR

LOGO

TAX MANAGED SERIES

www.manning-napier.com

Tax Managed Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Tax Managed Series

Fund Commentary

(unaudited)

Investment Objective

To maximize long-term growth while attempting to minimize the impact of taxes on the total return earned by shareholders. The Series provides exposure to equity securities and is designed to benefit those investors who are conscious of tax implications in their portfolios.

Performance Commentary

U.S. equity markets delivered strong positive returns for the twelve-month period ended on October 31, 2013. Specifically, the S&P 500 Total Return Index gained 27.18%, while the Russell 3000 Index earned 28.99%. Global equity markets also delivered positive performance over the same time period. Though global markets trailed the U.S. in terms of equity market performance, the MSCI ACWI ex USA Index (ACWIxUS) still returned 20.29%. Over the current U.S. stock market cycle, which includes a prolonged bear market that ran from April 2000 to February 2009, a recovery, and the current bull market, the Tax Managed Series continues to provide competitive absolute and relative returns for long-term investors. With an annualized return of 6.44% over the current full cycle, the Series has outpaced the Russell 3000’s annualized return of 3.66%. For the one-year period ended October 31, 2013, the Series provided strong double-digit returns, performing essentially in line with the Russell 3000 Index during that time.

While the Series performed in line with the Russell 3000 Index overall, performance was differentiated at more granular levels, particularly when looking at stock selection and sector allocation. Regarding stock selection, certain investments in Energy and Information Technology contributed positively to relative returns, while certain investments in Health Care detracted from relative returns. In terms of sector allocation as compared to the benchmark, a lack of exposure to Utilities and an overweight to Consumer Discretionary stocks aided relative returns. Conversely, an overweight allocation to Energy and Information Technology as compared to the benchmark challenged relative returns.

In today’s slow growth environment, we believe that consistency and flexibility are key components in managing the balance between risk and reward. To that end, we continue to consistently apply the investment strategies that we have developed and refined over the last forty-plus years. This enables us to find attractively priced companies that we believe can generate growth for our clients. Indeed, within the Series, we are focused on identifying companies that are positioned to grow multiple times faster than the broader economy while also trying to minimize the negative impact of taxes on total return. These companies typically display stable-to-strong fundamentals and enviable competitive positions within their respective industry. We believe that in the long-term, growth-oriented companies that execute well despite the slow economic growth environment should demand a premium.

Please see the next page for additional performance information as of October 31, 2013.

The current U.S. stock market cycle is 04/01/2000 through current.

All investments involve risks, including potential loss of principal. As with any stock fund, the value of your investment will fluctuate in response to stock market movements. Investing in the Series will also involve a number of other risks, including issuer-specific risk, foreign investment risk, small-cap/mid-cap risk, and interest rate risk.

Tax Managed Series

Performance Update as of October 31, 2013

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	TEN YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Tax Managed Series
Returns Before Taxes^3,5	28.41%	14.59%	9.17%	9.52%
Returns After Taxes on Distributions^4,5	27.54%	14.38%	8.61%	9.10%
Returns After Taxes on Distributions and Sale of Series Shares^4,5	17.32%	11.78%	7.59%	8.18%
Russell 3000^® Index⁶	28.99%	15.94%	7.92%	8.52%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Tax Managed Series (returns before taxes) for the ten years ended October 31, 2013 to the Russell 3000^® Index.

LOGO

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

³Returns before taxes do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 1.20%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.35% for the year ended October 31, 2013.

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

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

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

Tax Managed 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 (May 1, 2013 to October 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

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


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD* 5/1/13-10/31/13
Actual	$1,000.00	$1,119.00	$6.41
Hypothetical (5% return before expenses)	$1,000.00	$1,019.16	$6.11

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.20%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). The Series’ total return would have been lower had certain expenses not been waived during the period.

Tax Managed Series

Portfolio Composition as of October 31, 2013

(unaudited)

LOGO

Tax Managed Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 97.6%

Consumer Discretionary - 17.1%
Hotels, Restaurants & Leisure - 2.0%
Accor S.A. (France)¹		4,240	$	189,512
Yum! Brands, Inc.		7,240		489,569

				679,081

Internet & Catalog Retail - 1.9%
Amazon.com, Inc.*		1,400		509,642
HomeAway, Inc.*		5,000		148,250

				657,892

Media - 11.3%
DIRECTV*		13,340		833,617
LIN Media LLC - Class A*		3,960		97,297
Nexstar Broadcasting Group, Inc. - Class A		1,860		82,565
Sinclair Broadcast Group, Inc. - Class A		4,810		154,209
Starz - Class A*		13,450		405,518
Time Warner, Inc.		7,200		494,928
Tribune Co.*		2,320		155,324
Twenty-First Century Fox, Inc.		17,870		609,010
Viacom, Inc. - Class B		8,190		682,145
The Walt Disney Co.		4,110		281,905

				3,796,518

Specialty Retail - 0.8%
Dick’s Sporting Goods, Inc.		4,950		263,389

Textiles, Apparel & Luxury Goods - 1.1%
Lululemon Athletica, Inc. (Canada)*		5,240		361,822

Total Consumer Discretionary				5,758,702


Consumer Staples - 12.0%
Beverages - 4.9%
Anheuser-Busch InBev N.V. (Belgium)¹		5,550		575,336
Cia de Bebidas das Americas (AmBev) - ADR (Brazil)		14,850		552,420
The Coca-Cola Co.		13,490		533,799

				1,661,555

Food Products - 6.0%
Danone (France)¹		3,120		231,081
Ingredion, Inc.		2,780		182,813
Kraft Foods Group, Inc.		4,950		269,181
Nestle S.A. (Switzerland)¹		9,080		655,430
Unilever plc - ADR (United Kingdom)		16,990		689,624

				2,028,129

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

Tax Managed Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Tobacco - 1.1%
Imperial Tobacco Group plc (United Kingdom)¹		9,440	$	352,435

Total Consumer Staples				4,042,119


Energy - 15.0%
Energy Equipment & Services - 6.8%
Baker Hughes, Inc.		11,450		665,131
Cameron International Corp.*		12,510		686,299
Schlumberger Ltd.		6,090		570,755
Weatherford International Ltd. - ADR*		22,940		377,134

				2,299,319

Oil, Gas & Consumable Fuels - 8.2%
Apache Corp.		3,690		327,672
Encana Corp. (Canada)		7,890		141,389
EOG Resources, Inc.		3,050		544,120
Hess Corp.		12,270		996,324
Peabody Energy Corp.		19,490		379,665
Petroleo Brasileiro S.A. - ADR (Brazil)		8,240		149,638
Range Resources Corp.		2,840		215,016

				2,753,824

Total Energy				5,053,143


Financials - 3.8%
Diversified Financial Services - 2.5%
McGraw-Hill Financial, Inc.		7,550		526,084
MSCI, Inc.*		7,570		308,629

				834,713

Real Estate Investment Trusts (REITS) - 0.5%
Digital Realty Trust, Inc.		1,710		81,499
DuPont Fabros Technology, Inc.		4,060		100,891

				182,390

Real Estate Management & Development - 0.8%
Realogy Holdings Corp.*		6,190		254,657

Total Financials				1,271,760


Health Care - 10.9%
Health Care Equipment & Supplies - 3.6%
Alere, Inc.*		12,060		406,784
Becton, Dickinson and Co.		3,480		365,852
Teleflex, Inc.		1,750		161,315
Volcano Corp.*		13,590		260,520

				1,194,471

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

Tax Managed Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Providers & Services - 1.0%
Universal Health Services, Inc. - Class B		4,230	$	340,769

Health Care Technology - 1.8%
Cerner Corp.*		10,960		614,089

Life Sciences Tools & Services - 1.0%
QIAGEN N.V. - ADR (Netherlands)*		15,000		347,400

Pharmaceuticals - 3.5%
Johnson & Johnson		7,240		670,496
Novo Nordisk A/S - Class B (Denmark)¹		2,950		491,330

				1,161,826

Total Health Care				3,658,555


Industrials - 7.3%
Air Freight & Logistics - 1.2%
C.H. Robinson Worldwide, Inc.		6,780		405,037

Airlines - 0.5%
Spirit Airlines, Inc.*		4,010		173,031

Industrial Conglomerates - 1.3%
General Electric Co.		16,880		441,243

Machinery - 3.2%
Caterpillar, Inc.		5,180		431,805
Joy Global, Inc.		6,110		346,743
Xylem, Inc.		8,530		294,285

				1,072,833

Trading Companies & Distributors - 1.1%
Fastenal Co.		7,740		385,452

Total Industrials				2,477,596


Information Technology - 26.6%
Communications Equipment - 7.6%
F5 Networks, Inc.*		4,190		341,527
Juniper Networks, Inc.*		35,560		662,838
Palo Alto Networks, Inc.*		4,380		184,661
Qualcomm, Inc.		13,860		962,854
Riverbed Technology, Inc.*		27,020		400,436

				2,552,316

Computers & Peripherals - 4.7%
Apple, Inc.		1,210		632,044
EMC Corp.		39,020		939,211

				1,571,255

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

Tax Managed Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
Internet Software & Services - 7.3%
eBay, Inc.*		7,650	$	403,231
Facebook, Inc. - Class A*		10,490		527,227
Google, Inc. - Class A*		1,110		1,143,944
LinkedIn Corp. - Class A*		1,740		389,186

				2,463,588

IT Services - 2.4%
Amdocs Ltd. - ADR		6,800		261,460
VeriFone Systems, Inc.*		10,640		241,102
The Western Union Co.		19,190		326,614

				829,176

Semiconductors & Semiconductor Equipment - 0.9%
Skyworks Solutions, Inc.*		11,410		294,150

Software - 3.7%
Electronic Arts, Inc.*		21,630		567,788
Fortinet, Inc.*		20,060		403,407
MICROS Systems, Inc.*		5,310		288,067

				1,259,262

Total Information Technology				8,969,747


Materials - 4.2%
Chemicals - 2.0%
Monsanto Co.		4,890		512,863
Syngenta AG (Switzerland)¹		430		173,555

				686,418

Metals & Mining - 2.2%
Alcoa, Inc.		78,020		723,245

Total Materials				1,409,663


Telecommunication Services - 0.7%
Diversified Telecommunication Services - 0.7%
Telenor ASA (Norway)¹		9,520		228,743


TOTAL COMMON STOCKS (Identified Cost $24,454,231)				32,870,028

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

Tax Managed Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 3.1%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.04% (Identified Cost $1,037,588)		1,037,588	$	1,037,588

TOTAL INVESTMENTS - 100.7% (Identified Cost $25,491,819)				33,907,616
LIABILITIES, LESS OTHER ASSETS - (0.7%)				(239,001	)

NET ASSETS - 100%			$	33,668,615

KEY:

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 October 31, 2013.

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

Tax Managed Series

Statement of Assets and Liabilities

October 31, 2013


ASSETS:

Investments, at value (identified cost $25,491,819) (Note 2)	$	33,907,616
Receivable for fund shares sold		35,206
Foreign tax reclaims receivable		15,713
Dividends receivable		11,235


TOTAL ASSETS		33,969,770


LIABILITIES:

Accrued management fees (Note 3)		23,813
Accrued fund accounting and administration fees (Note 3)		6,331
Accrued transfer agent fees (Note 3)		2,031
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		226,707
Audit fees payable		22,907
Payable for fund shares repurchased		12,172
Other payables and accrued expenses		6,787


TOTAL LIABILITIES		301,155


TOTAL NET ASSETS	$	33,668,615


NET ASSETS CONSIST OF:

Capital stock	$	9,916
Additional paid-in-capital		20,641,587
Undistributed net investment income		5,529
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		4,595,388
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		8,416,195


TOTAL NET ASSETS	$	33,668,615


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($33,668,615/991,576 shares)	$	33.95

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

Tax Managed Series

Statement of Operations

For the Year Ended October 31, 2013


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $13,968)	$	401,447


EXPENSES:

Management fees (Note 3)		302,090
Fund accounting and administration fees (Note 3)		30,443
Transfer agent fees (Note 3)		7,624
Chief Compliance Officer service fees (Note 3)		2,369
Directors’ fees (Note 3)		654
Audit fees		25,900
Custodian fees		4,155
Miscellaneous		35,682


Total Expenses		408,917
Less reduction of expenses (Note 3)		(46,408	)


Net Expenses		362,509


NET INVESTMENT INCOME		38,938


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

Net realized gain on-
Investments		4,661,127
Foreign currency and translation of other assets and liabilities		1,630


		4,662,757


Net change in unrealized appreciation (depreciation) on-
Investments		2,769,678
Foreign currency and translation of other assets and liabilities		(967	)


		2,768,711


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		7,431,468


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	7,470,406

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

Tax Managed Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	38,938		$	47,863
Net realized gain on investments and foreign currency		4,662,757			5,225,201
Net change in unrealized appreciation (depreciation) on investments and foreign currency		2,768,711			(1,295,150	)


Net increase from operations		7,470,406			3,977,914


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(53,257	)		(136,434	)
From net realized gain on investments		(1,176,954	)		—


Total distributions to shareholders		(1,230,211	)		(136,434	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(2,347,220	)		(21,729,203	)


Net increase (decrease) in net assets		3,892,975			(17,887,723	)

NET ASSETS:

Beginning of year		29,775,640			47,663,363


End of year (including undistributed net investment income of $5,529 and $22,820, respectively)	$	33,668,615		$	29,775,640

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

Tax Managed Series

Financial Highlights


	FOR THE YEARS ENDED
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	27.69		$	24.96		$	25.01		$	21.32		$	18.26

Income (loss) from investment operations:
Net investment income¹		0.04			0.03			0.08			0.06			0.06
Net realized and unrealized gain (loss) on investments		7.52			2.77			(0.06	)		3.67			3.11


Total from investment operations		7.56			2.80			0.02			3.73			3.17


Less distributions to shareholders:
From net investment income		(0.06	)		(0.07	)		(0.07	)		(0.04	)		(0.11	)
From net realized gain on investments		(1.24	)		—			—			—			—


Total distributions to shareholders		(1.30	)		(0.07	)		(0.07	)		(0.04	)		(0.11	)


Net asset value - End of year	$	33.95		$	27.69		$	24.96		$	25.01		$	21.32


Net assets - End of year (000’s omitted)	$	33,669		$	29,776		$	47,663		$	45,276		$	29,259


Total return²		28.41	%		11.28	%		0.08	%		17.50	%		17.57	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.20	%		1.20	%		1.20	%		1.20	%		1.20	%
Net investment income		0.13	%		0.12	%		0.29	%		0.28	%		0.31	%
Portfolio turnover		56	%		47	%		57	%		56	%		48	%

^* 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:

		0.15	%		0.10	%		0.04	%		0.14	%		0.24	%

¹Calculated based on average shares outstanding during the years.

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

Tax Managed Series

Notes to Financial Statements

1.	Organization

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

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). 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 October 31, 2013, 10.9 billion shares have been designated in total among 45 series, of which 87.5 million have been designated as Tax Managed Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

Portfolio securities, including domestic equities, foreign equities, warrants and options, listed on an exchange other than the NASDAQ 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.

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

Tax Managed Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 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	$	5,758,702	$	5,569,190	$	189,512	$	—
Consumer Staples		4,042,119		2,227,837		1,814,282		—
Energy		5,053,143		5,053,143		—		—
Financials		1,271,760		1,271,760		—		—
Health Care		3,658,555		3,167,225		491,330		—
Industrials		2,477,596		2,477,596		—		—
Information Technology		8,969,747		8,969,747		—		—
Materials		1,409,663		1,236,108		173,555		—
Telecommunication Services		228,743		—		228,743		—
Mutual Fund		1,037,588		1,037,588		—		—

Total assets	$	33,907,616	$	31,010,194	$	2,897,422	$	—

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.

There were no Level 3 securities held by the Series as of October 31, 2012 or October 31, 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

Tax Managed Series

Notes to Financial Statements (continued)

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 years ended October 31, 2010 through October 31, 2013. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

Tax Managed Series

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

The Advisor has contractually agreed, until at least February 28, 2015, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Class A Series at no more than 1.20% of average daily net assets each year. Accordingly, the Advisor waived fees of $46,408 for the year ended October 31, 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 year ended October 31, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $16,149,986 and $19,943,549, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class A shares of Tax Managed Series were:


	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		162,031		$	4,917,681			162,353		$	4,140,214
Reinvested		42,834			1,174,066			2,158			51,213
Repurchased		(288,508	)		(8,438,967	)		(999,140	)		(25,920,630	)

Total		(83,643	)	$	(2,347,220	)		(834,629	)	$	(21,729,203	)

At October 31, 2013, one shareholder account owned 337,177 shares of the Series (34.0% of shares outstanding) valued at $11,447,176. Investment activities of this shareholder may have a material effect on the Series.

Tax Managed Series

Notes to Financial Statements (continued)

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 10/31/13		FOR THE YEAR ENDED 10/31/12
Ordinary income	$	53,257	$	136,434
Long-term capital gains		1,176,954		—

At October 31, 2013, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	25,539,177
Unrealized appreciation		8,524,296
Unrealized depreciation		(155,857	)

Net unrealized appreciation	$	8,368,439

Undistributed ordinary income		5,529
Undistributed long-term capital gains		4,642,746

Tax Managed Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Tax Managed Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

New York, New York

December 18, 2013

Tax Managed Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $368,709 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

The Series designates $5,838,081 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2013.

Tax Managed Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer
Name: Address:		B. Reuben Auspitz* 290 Woodcliff Drive Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		73
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		67
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009)

Tax Managed Series

Directors’ and Officers’ Information

(unaudited)


Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Chester N. Watson
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Officers
Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Elizabeth Craig
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		26
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2011
Principal Occupation(s) During Past 5 Years:		Mutual Fund Compliance Specialist since 2009 - Manning & Napier
		Advisors, LLC
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

Tax Managed Series

Directors’ and Officers’ Information

(unaudited)


Officers (continued)
Name:		Christine Glavin
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		45
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Richard Yates
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		48
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹& Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

{This page intentionally left blank}

Tax Managed 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)

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

MNTAX-10/13-AR

LOGO


				TARGET INCOME SERIES
				TARGET 2010 SERIES
				TARGET 2015 SERIES
				TARGET 2020 SERIES
				TARGET 2025 SERIES
				TARGET 2030 SERIES
				TARGET 2035 SERIES
				TARGET 2040 SERIES
				TARGET 2045 SERIES
				TARGET 2050 SERIES
				TARGET 2055 SERIES
www.manning-napier.com

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Fund Commentary

(unaudited)

Investment Objective

To provide capital growth and manage risk for investors planning to retire (or meet another investment goal) in or around the year indicated in the fund’s name.

The Target Series include eleven distinct mutual funds, each of which is managed to a designated target date. The portfolio of each Series is strategically allocated to become increasingly conservative as the specified target date approaches. The Target 2050, 2040, 2030, 2020, 2010 and Target Income Series were launched on March 28, 2008 and the Target 2055, 2045, 2035, 2025 and Target 2015 Series were launched on June 25, 2012.

Performance Commentary

U.S. equity markets delivered strong positive returns over the course of the last year. For the twelve-month period ended October 31, 2013, the S&P 500 Total Return Index returned 27.18%. Global equity markets also experienced positive performance, as the MSCI ACWI ex USA Index (ACWIxUS) returned 20.29%. Bond markets did not fare nearly as well as equities given the rising yield environment resulting from concerns that the Federal Reserve will become less aggressive in its monetary policies, as the Barclays U.S. Aggregate Bond Index saw a return of -1.08%. Each Series earned positive absolute returns for the year while outperforming its benchmark. The only exception to this was the Target Income Series Class C, which modestly underperformed relative to its blended benchmark.

Both equity sector allocation and overall fixed income positioning contributed positively to each Series’ outperformance relative to its blended benchmark during the one-year period ended on October 31, 2013. Stock selection had a varied impact across the suite of funds. Regarding sector allocation as compared to the benchmarks, an overweight to Consumer Discretionary aided relative returns, as did underweights to Utilities and Telecommunication Services. This was partially offset by an overweight to the Energy sector across the Series, which detracted from relative returns as compared to the benchmarks. In reference to stock selection, certain investments in Energy, Industrials, Information Technology, Materials, and Telecommunication Services contributed positively to relative returns. Conversely, certain investments in Financials, Health Care, and Utilities challenged relative performance.

During the twelve-month period we took advantage of attractive valuations to initiate positions and increase the Series’ exposure to companies that adhere to the tenets of our Strategic Profile strategy. Companies fitting the Strategic Profile strategy are typically leaders in their respective industry, possessing strong competitive positions underscored by a sustainable competitive advantage. Within the fixed income portion of the Series, we are focused on short-to-intermediate duration investments. From a sector perspective, we continue to pursue opportunities we are finding in the corporate space. Our main focus is on investment-grade corporate bonds, although we are also employing a selective approach to value opportunities we see in the below investment-grade corporate bond market. Additionally, as Treasury yields come off of historic lows, our preference for government debt continues to be U.S. Agency securities.

Please see pages 4 through 20 for additional performance information as of October 31, 2013.

Fund Commentary

(unaudited)

Performance Commentary (continued)

cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 593-4353.

Each Manning & Napier Fund, Inc. Target Series is invested in one or two of four proprietary lifestyle funds, the Manning & Napier Fund, Inc. Pro-Blend^® Series, based on the Target Series becoming increasingly conservative over time. Because the underlying funds invest in both stocks and bonds, the value of your investment will fluctuate in response to stock market movements and changes in interest rates. Investing in target date funds will also involve a number of other risks, including issuer-specific risk, foreign investment risk, and small-cap/mid-cap risk, as the underlying investments change over time. Principal value is not guaranteed at any time, including at the target date (the approximate year when an investor plans to stop contributions and start periodic withdrawals).

There is an inverse relationship between bond prices and interest rates; as interest rates rise, bond prices (and therefore the value of bond funds) fall. Likewise, as interest rates fall, bond prices and the value of bond funds rise. Investments in higher-yielding, lower-rated securities involve additional risks, including a higher risk of default and loss of principal.

Performance Update - Target Income Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target Income Series - Class K³	7.83%	8.07%	5.80%
Manning & Napier Fund, Inc. - Target Income Series - Class R³	7.52%	7.79%	5.54%
Manning & Napier Fund, Inc. - Target Income Series - Class C³	7.01%	7.27%	5.02%
Manning & Napier Fund, Inc. - Target Income Series - Class I³	8.09%	8.33%	6.07%
Barclays U.S. Intermediate Aggregate Bond Index⁴	-0.12%	5.46%	4.33%
Income Composite Benchmark⁵	7.38%	8.19%	5.60%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target Income Series - Class K from its inception² (3/28/08) to present (10/31/13) to the Barclays U.S. Intermediate Aggregate Bond Index and the Income Composite Benchmark.

LOGO

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.46% for Class K, 0.69% for Class R, 1.21% for Class C and 0.21% for Class I for the year ended October 31, 2013.

⁴The Barclays U.S Intermediate Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities greater than one year but less than ten years. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁵The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark.

Performance Update - Target 2010 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2010 - Class K³	10.20%	9.40%	5.50%
Manning & Napier Fund, Inc. - Target 2010 - Class R³	9.84%	9.11%	5.25%
Manning & Napier Fund, Inc. - Target 2010 - Class C³	9.38%	8.61%	4.76%
Manning & Napier Fund, Inc. - Target 2010 - Class I³	10.53%	9.67%	5.78%
Barclays U.S. Aggregate Bond Index⁴	-1.08%	6.09%	4.70%
2010 Composite Benchmark⁵	8.18%	9.65%	5.56%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2010 Series - Class K from its inception² (3/28/08) to present (10/31/13) to the Barclays U.S. Aggregate Bond Index and the 2010 Composite Benchmark.

LOGO

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.51% for Class K, 0.76% for Class R, 1.27% for Class C and 0.26% for Class I for the year ended October 31, 2013.

⁴The Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

Performance Update - Target 2015 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2015 - Class K³	13.45%	14.55%
Manning & Napier Fund, Inc. - Target 2015 - Class R³	13.36%	14.49%
Manning & Napier Fund, Inc. - Target 2015 - Class C³	12.57%	13.73%
Manning & Napier Fund, Inc. - Target 2015 - Class I³	13.71%	14.91%
Barclays U.S. Aggregate Bond Index⁴	-1.08%	0.51%
2015 Composite Benchmark⁵	9.93%	10.00%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2015 Series - Class K from its inception² (6/25/12) to present (10/31/13) to the Barclays U.S. Aggregate Bond Index and the 2015 Composite Benchmark.

LOGO

²Performance numbers for the Series are calculated from June 25, 2012, the Series’ inception date. The Barclays U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Index are calculated from June 30, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2013, this annualized net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 6.36% for Class K, 4.00% for Class R, 752.97% for Class C and 4.14% for Class I for the period ended October 31, 2013.

Performance Update - Target 2015 Series

(unaudited)

provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark.

Performance Update - Target 2020 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2020 Series - Class K³	15.43%	11.36%	6.12%
Manning & Napier Fund, Inc. - Target 2020 Series - Class R³	15.07%	11.03%	5.81%
Manning & Napier Fund, Inc. - Target 2020 Series - Class C³	14.52%	10.52%	5.31%
Manning & Napier Fund, Inc. - Target 2020 Series - Class I³	15.65%	11.62%	6.37%
Barclays U.S. Aggregate Bond Index⁴	-1.08%	6.09%	4.70%
2020 Composite Benchmark⁵	11.33%	10.93%	5.73%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2020 Series - Class K from its inception² (3/28/08) to present (10/31/13) to the Barclays U.S. Aggregate Bond Index and the 2020 Composite Benchmark.

LOGO

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.35% for Class K, 0.60% for Class R, 1.10% for Class C and 0.10% for Class I for the year ended October 31, 2013.

Performance Update - Target 2025 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	SINCE INCEPTION^1,2
Manning & Napier Fund, Inc. - Target 2025 Series - Class K³	18.32%	19.66%
Manning & Napier Fund, Inc. - Target 2025 Series - Class R³	18.61%	19.71%
Manning & Napier Fund, Inc. - Target 2025 Series - Class C³	17.95%	19.05%
Manning & Napier Fund, Inc. - Target 2025 Series - Class I³	18.26%	19.61%
Russell 3000^® Index⁴	28.99%	25.01%
Barclays U.S. Aggregate Bond Index⁵	-1.08%	0.51%
2025 Composite Benchmark⁶	13.29%	12.87%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2025 Series - Class K from its inception² (6/25/12) to present (10/31/13) to the Barclays U.S. Aggregate Bond Index, the 2025 Composite Benchmark and the Russell 3000^® Index.

LOGO

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2013, this annualized net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 11.00% for Class K, 2.30% for Class R, 2.77% for Class C and 1.48% for Class I for the period ended October 31, 2013.

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

⁵The Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

Performance Update - Target 2025 Series

(unaudited)

relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark.

Performance Update - Target 2030 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2030 Series - Class K³	20.56%	12.89%	6.63%
Manning & Napier Fund, Inc. - Target 2030 Series - Class R³	20.19%	12.67%	6.39%
Manning & Napier Fund, Inc. - Target 2030 Series - Class C³	19.55%	12.12%	5.88%
Manning & Napier Fund, Inc. - Target 2030 Series - Class I³	20.81%	13.22%	6.93%
Russell 3000^® Index⁴	28.99%	15.94%	8.12%
Barclays U.S. Aggregate Bond Index⁵	-1.08%	6.09%	4.70%
2030 Composite Benchmark⁶	16.21%	12.26%	5.82%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2030 Series - Class K from its inception² (3/28/08) to present (10/31/13) to the Russell 3000^® Index, the 2030 Composite Benchmark and the Barclays U.S. Aggregate Bond Index.

LOGO

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.35% for Class K, 0.60% for Class R, 1.10% for Class C and 0.10% for Class I for the year ended October 31, 2013.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic

Performance Update - Target 2030 Series

(unaudited)

investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark.

Performance Update - Target 2035 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	SINCE INCEPTION^1,2
Manning & Napier Fund, Inc. - Target 2035 Series - Class K³	22.42%	23.98%
Manning & Napier Fund, Inc. - Target 2035 Series - Class R³	22.50%	23.95%
Manning & Napier Fund, Inc. - Target 2035 Series - Class C³	21.60%	23.45%
Manning & Napier Fund, Inc. - Target 2035 Series - Class I³	22.81%	24.27%
Russell 3000^® Index⁴	28.99%	25.01%
Barclays U.S. Aggregate Bond Index⁵	-1.08%	0.51%
2035 Composite Benchmark⁶	18.82%	17.51%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2035 Series - Class K from its inception² (6/25/12) to present (10/31/13) to the Russell 3000^® Index, the 2035 Composite Benchmark and the Barclays U.S. Aggregate Bond Index.

LOGO

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2013, this annualized net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 10.00% for Class K, 2.93% for Class R, 7.40% for Class C and 2.45% for Class I for the period ended October 31, 2013.

Performance Update - Target 2035 Series

(unaudited)

market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark.

Performance Update - Target 2040 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2040 - Class K³	24.81%	13.72%	6.76%
Manning & Napier Fund, Inc. - Target 2040 - Class R³	24.50%	13.44%	6.52%
Manning & Napier Fund, Inc. - Target 2040 - Class C³	23.91%	12.92%	6.01%
Manning & Napier Fund, Inc. - Target 2040 - Class I³	25.16%	14.02%	7.06%
Russell 3000^® Index⁴	28.99%	15.94%	8.12%
2040 Composite Benchmark⁵	20.50%	13.63%	6.26%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2040 Series - Class K from its inception² (3/28/08) to present (10/31/13) to the Russell 3000^® Index and the 2040 Composite Benchmark.

LOGO

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.39% for Class K, 0.64% for Class R, 1.14% for Class C and 0.14% for Class I for the year ended October 31, 2013.

Performance Update - Target 2045 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	SINCE INCEPTION^1,2
Manning & Napier Fund, Inc. - Target 2045 - Class K³	25.23%	26.85%
Manning & Napier Fund, Inc. - Target 2045 - Class R³	24.87%	26.40%
Manning & Napier Fund, Inc. - Target 2045 - Class C³	24.40%	26.23%
Manning & Napier Fund, Inc. - Target 2045 - Class I³	25.58%	27.11%
Russell 3000^® Index⁴	28.99%	25.01%
2045 Composite Benchmark⁵	21.67%	19.88%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2045 Series - Class K from its inception² (6/25/12) to present (10/31/13) to the Russell 3000^® Index and the 2045 Composite Benchmark.

LOGO

²Performance numbers for the Series are calculated from June 25, 2012, the Series’ inception date. The Barclays Capital U.S. Aggregate Bond Index, a component of the Target 2045 Composite Benchmark, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from June 30, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2013, this annualized net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 18.10% for Class K 9.62% for Class R, 24.60% for Class C and 6.87% for Class I for the period ended October 31, 2013.

Performance Update - Target 2045 Series

(unaudited)

Performance Update - Target 2050 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Target 2050 - Class K³	25.99%	14.39%	7.31%
Manning & Napier Fund, Inc. - Target 2050 - Class R³	25.69%	14.08%	7.06%
Manning & Napier Fund, Inc. - Target 2050 - Class C³	25.02%	13.53%	6.52%
Manning & Napier Fund, Inc. - Target 2050 - Class I³	26.21%	14.66%	7.60%
Russell 3000^® Index⁴	28.99%	15.94%	8.12%
2050 Composite Benchmark⁵	21.67%	13.87%	6.46%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2050 Series - Class K from its inception² (3/28/08) to present (10/31/13) to the Russell 3000^® Index and the 2050 Composite Benchmark.

LOGO

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.56% for Class K, 0.81% for Class R, 1.31% for Class C and 0.31% for Class I for the year ended October 31, 2013.

Performance Update - Target 2055 Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	SINCE INCEPTION^1,2
Manning & Napier Fund, Inc. - Target 2055 - Class K³	25.79%	27.52%
Manning & Napier Fund, Inc. - Target 2055 - Class R³	25.01%	26.85%
Manning & Napier Fund, Inc. - Target 2055 - Class C³	24.61%	26.38%
Manning & Napier Fund, Inc. - Target 2055 - Class I³	26.67%	28.27%
Russell 3000^® Index⁴	28.99%	25.01%
2055 Composite Benchmark⁵	21.67%	19.88%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2055 Series - Class K from its inception² (6/25/12) to present (10/31/13) to the Russell 3000^® Index and the 2055 Composite Benchmark.

LOGO

²Performance numbers for the Series are calculated from June 25, 2012, the Series’ inception date. The Barclays Capital U.S. Aggregate Bond Index, a component of the Target 2055 Composite Benchmark, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from June 30, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2013, this annualized net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 62.55% for Class K, 130.11% for Class R, 1,279.35% for Class C and 8.26% for Class I for the period ended October 31, 2013.

Performance Update - Target 2055 Series

(unaudited)

maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark.

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 six month period (May 1, 2013 to October 31, 2013).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target Income
Actual (Class K)	$1,000.00	$1,016.60	$1.52	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,015.50	$2.79	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,013.40	$5.33	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,017.70	$0.25	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%

Shareholder Expense Example

(unaudited)


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target 2010
Actual (Class K)	$1,000.00	$1,027.60	$1.53	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,026.70	$2.81	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,024.10	$5.36	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,029.70	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target 2015
Actual (Class K)	$1,000.00	$1,046.60	$1.55	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,046.00	$2.84	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,041.20	$5.40	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,049.20	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target 2020
Actual (Class K)	$1,000.00	$1,055.30	$1.55	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,053.90	$2.85	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,050.40	$5.43	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,056.30	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%

Shareholder Expense Example

(unaudited)


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target 2025
Actual (Class K)	$1,000.00	$1,066.80	$1.56	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,066.20	$2.86	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,063.70	$5.46	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,068.40	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target 2030
Actual (Class K)	$1,000.00	$1,077.40	$1.57	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,075.90	$2.88	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,072.50	$5.49	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,078.10	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target 2035
Actual (Class K)	$1,000.00	$1,086.10	$1.58	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,085.70	$2.89	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,082.50	$5.51	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,087.30	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%

Shareholder Expense Example

(unaudited)


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target 2040
Actual (Class K)	$1,000.00	$1,096.20	$1.59	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,094.70	$2.90	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,092.10	$5.54	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,097.80	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target 2045
Actual (Class K)	$1,000.00	$1,101.70	$1.59	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,099.60	$2.91	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,097.60	$5.55	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,102.90	$0.27	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target 2050
Actual (Class K)	$1,000.00	$1,101.80	$1.59	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,099.90	$2.91	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,098.10	$5.55	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,103.20	$0.27	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%

Shareholder Expense Example

(unaudited)


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13¹	ANNUALIZED EXPENSE RATIO²
Target 2055
Actual (Class K)	$1,000.00	$1,100.10	$1.59	0.30%
Hypothetical³	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,099.00	$2.91	0.55%
Hypothetical³	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,096.70	$5.55	1.05%
Hypothetical³	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,102.00	$0.26	0.05%
Hypothetical³	$1,000.00	$1,024.95	$0.26	0.05%

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

²Expense 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.

³Assumes 5% annual return before expenses.

Portfolio Composition as of October 31, 2013 - Asset Allocation¹

(unaudited)

LOGO

¹ Represents portfolio composition of the underlying investment(s) for each Series as a percentage of net assets.

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

Portfolio Composition as of October 31, 2013 - Asset Allocation¹

(unaudited)

LOGO

¹ Represents portfolio composition of the underlying investment(s) for each Series as a percentage of net assets.

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

Statements of Assets and Liabilities

October 31, 2013


		TARGET INCOME		TARGET 2010		TARGET 2015		TARGET 2020		TARGET 2025		TARGET 2030

ASSETS:

Manning & Napier Pro-Blend^® Maximum Term Series - Class I (94,083 shares and 5,083,189 shares, respectively)		$	—	$	—	$	—	$	—	$	1,256,012	$	67,860,577
Manning & Napier Pro-Blend^® Extended Term Series - Class I (49,324 shares, 8,219,320 shares, 943,401 shares and 10,221,808 shares, respectively)			—		—		572,158		95,344,109		10,943,454		118,572,976
Manning & Napier Pro-Blend^® Moderate Term Series - Class I (1,833,987 shares, 439,499 shares and 7,980,322 shares, respectively)			—		21,200,889		5,080,607		92,252,520		—		—
Manning & Napier Pro-Blend^® Conservative Term Series - Class I (6,472,513 shares and 2,670,742 shares, respectively)			73,657,195		30,393,045		—		—		—		—


Total investments in Underlying Series:
At value^*			73,657,195		51,593,934		5,652,765		187,596,629		12,199,466		186,433,553
Receivable from Advisor (Note 3)			14,401		14,587		38,020		9,335		39,448		11,527
Receivable for shares of Underlying Series sold			48,442		—		8,042		—		1,281		—
Receivable for fund shares sold			16,240		13,946		3,527		101,331		3,820		248,515


TOTAL ASSETS			73,736,278		51,622,467		5,702,354		187,707,295		12,244,015		186,693,595


LIABILITIES:

Accrued distribution and service (Rule 12b-1) fees (Note 3)			16,762		9,563		668		33,370		1,282		33,385
Accrued fund accounting and administration fees (Note 3)			10,613		10,504		15,129		11,301		17,865		11,267
Accrued transfer agent fees (Note 3)	��		2,235		2,006		626		3,178		709		3,092
Accrued Chief Compliance Officer service fees (Note 3)			407		407		815		407		815		407
Accrued Directors’ fees (Note 3)			—		—		43		—		—		—
Payable for shares of Underlying Series purchased			—		10,929		—		87,149		—		239,257
Payable for fund shares repurchased			60,331		2,886		11,569		10,739		5,101		5,960
Audit fees payable			14,182		14,184		14,627		14,125		14,627		14,112
Other payables and accrued expenses			2,606		3,268		5,159		5,582		5,146		5,784


TOTAL LIABILITIES			107,136		53,747		48,636		165,851		45,545		313,264


TOTAL NET ASSETS		$	73,629,142	$	51,568,720	$	5,653,718	$	187,541,444	$	12,198,470	$	186,380,331


NET ASSETS CONSIST OF:

Capital stock			67,036		49,322		4,785		174,027		9,778		163,349
Additional paid-in-capital			64,368,386		45,942,476		5,382,588		163,291,353		11,484,217		153,860,687
Undistributed net investment income			55,670		48,191		2,977		132,217		6,866		101,598
Accumulated net realized gain on Underlying Series			2,799,658		1,870,619		38,058		6,640,013		38,485		5,452,279
Net unrealized appreciation on Underlying Series			6,338,392		3,658,112		225,310		17,303,834		659,124		26,802,418


TOTAL NET ASSETS		$	73,629,142	$	51,568,720	$	5,653,718	$	187,541,444	$	12,198,470	$	186,380,331

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

Statements of Assets and Liabilities

October 31, 2013


	TARGET 2035		TARGET 2040		TARGET 2045		TARGET 2050		TARGET 2055

ASSETS:

Manning & Napier Pro-Blend^® Maximum Term Series - Class I (366,052 shares, 7,617,629 shares, 246,067 shares, 3,901,688 shares and 46,683 shares, respectively)	$	4,886,795	$	101,695,349	$	3,284,997	$	52,087,531	$	623,221
Manning & Napier Pro-Blend^® Extended Term Series - Class I (270,744 shares and 1,449,657 shares, respectively)		3,140,632		16,816,025		—		—		—


Total investments in Underlying Series:
At value^*		8,027,427		118,511,374		3,284,997		52,087,531		623,221
Receivable from Advisor (Note 3)		40,112		12,896		40,852		16,227		40,961
Receivable for shares of Underlying Series sold		410		—		—		—		—
Receivable for fund shares sold		1,109		72,567		1,695		50,611		2,052


TOTAL ASSETS		8,069,058		118,596,837		3,327,544		52,154,369		666,234


LIABILITIES:

Accrued fund accounting and administration fees (Note 3)		17,839		10,869		17,789		10,455		17,771
Accrued distribution and service (Rule 12b-1) fees (Note 3)		654		22,029		681		10,877		64
Accrued transfer agent fees (Note 3)		673		2,544		693		2,416		600
Accrued Chief Compliance Officer service fees (Note 3)		815		407		815		407		815
Accrued Directors’ fees (Note 3)		21		—		71		—		83
Payable for shares of Underlying Series purchased		—		65,595		1,016		48,192		2,049
Payable for fund shares repurchased		1,519		4,393		679		281		3
Audit fees payable		14,627		14,143		14,627		14,172		14,627
Other payables and accrued expenses		5,151		4,228		4,562		3,144		4,567


TOTAL LIABILITIES		41,299		124,208		40,933		89,944		40,579


TOTAL NET ASSETS	$	8,027,759	$	118,472,629	$	3,286,611	$	52,064,425	$	625,655


NET ASSETS CONSIST OF:

Capital stock		6,060		94,939		2,396		38,526		450
Additional paid-in-capital		7,379,455		91,278,095		3,070,463		39,798,934		582,160
Undistributed net investment income		4,176		27,546		—		3,455		—
Accumulated net realized gain on Underlying Series		56,250		4,775,989		13,022		1,450,361		22,688
Net unrealized appreciation on Underlying Series		581,818		22,296,060		200,730		10,773,149		20,357


TOTAL NET ASSETS	$	8,027,759	$	118,472,629	$	3,286,611	$	52,064,425	$	625,655

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

Statements of Assets and Liabilities

October 31, 2013


	TARGET INCOME		TARGET 2010		TARGET 2015			TARGET 2020		TARGET 2025		TARGET 2030

Class K
Net Assets	$	47,676,039	$	29,949,287	$	1,019,394		$	82,840,738	$	710,211	$	91,676,062
Shares Outstanding		4,333,031		2,864,950		86,463			7,680,727		56,809		8,044,367
Net Asset Value, Offering Price, and Redemption Price per share	$	11.00	$	10.45	$	11.79		$	10.79	$	12.50	$	11.40
Class R
Net Assets	$	13,475,303	$	5,245,959	$	1,014,951		$	30,392,853	$	1,540,162	$	28,033,908
Shares Outstanding		1,237,852		506,143		85,945			2,852,187		122,942		2,478,490
Net Asset Value, Offering Price, and Redemption Price per share	$	10.89	$	10.36	$	11.81		$	10.66	$	12.53	$	11.31
Class C
Net Assets	$	1,206,875	$	1,068,265	$	119		$	3,752,206	$	575,315	$	3,008,308
Shares Outstanding		111,893		103,349		10			353,021		46,117		267,635
Net Asset Value, Offering Price, and Redemption Price per share	$	10.79	$	10.34	$	11.78	¹	$	10.63	$	12.48	$	11.24
Class I
Net Assets	$	11,270,925	$	15,305,209	$	3,619,254		$	70,555,647	$	9,372,782	$	63,662,053
Shares Outstanding		1,020,819		1,457,780		306,033			6,516,788		751,884		5,544,402
Net Asset Value, Offering Price, and Redemption Price per share	$	11.04	$	10.50	$	11.83		$	10.83	$	12.47	$	11.48

^*At identified cost	$	67,318,803	$	47,935,822	$	5,427,455		$	170,292,795	$	11,540,342	$	159,631,135

¹Calculated NAV may not equal actual NAV shown due to rounding of the net assets and/or shares outstanding.


	TARGET 2035		TARGET 2040		TARGET 2045		TARGET 2050		TARGET 2055

Class K
Net Assets	$	465,198	$	67,575,880	$	233,765	$	36,591,200	$	207,987
Shares Outstanding		35,181		5,418,360		17,029		2,707,273		15,014
Net Asset Value, Offering Price, and Redemption Price per share	$	13.22	$	12.47	$	13.73	$	13.52	$	13.85
Class R
Net Assets	$	1,171,881	$	15,992,710	$	617,923	$	5,022,162	$	50,648
Shares Outstanding		88,470		1,290,483		45,222		373,956		3,677
Net Asset Value, Offering Price, and Redemption Price per share	$	13.25	$	12.39	$	13.66	$	13.43	$	13.77
Class C
Net Assets	$	68,788	$	1,358,681	$	451,666	$	1,408,880	$	660
Shares Outstanding		5,219		111,267		33,074		106,669		48
Net Asset Value, Offering Price, and Redemption Price per share	$	13.18	$	12.21	$	13.66	$	13.21	$	13.72	¹
Class I
Net Assets	$	6,321,892	$	33,545,358	$	1,983,257	$	9,042,183	$	366,360
Shares Outstanding		477,116		2,673,777		144,272		664,719		26,273
Net Asset Value, Offering Price, and Redemption Price per share	$	13.25	$	12.55	$	13.75	$	13.60	$	13.94

^*At identified cost	$	7,445,609	$	96,215,314	$	3,084,267	$	41,314,382	$	602,864

¹Calculated NAV may not equal actual NAV shown due to rounding of the net assets and/or shares outstanding.

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

Statements of Operations

For the Year Ended October 31, 2013


	TARGET INCOME			TARGET 2010			TARGET 2015			TARGET 2020			TARGET 2025			TARGET 2030

INVESTMENT INCOME:

Income distributions from Underlying Series	$	1,172,767		$	815,570		$	27,101		$	2,293,969		$	53,340		$	1,850,250


EXPENSES:

Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		117,286			72,376			1,057			188,476			862			197,108
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)		10,758			13,329			1			40,768			2,642			28,751
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		27,883			24,977			1,607			115,890			2,333			110,743
Fund accounting and administration fees (Note 3)		42,861			42,604			38,394			45,172			41,120			45,057
Transfer agent fees (Note 3)		8,392			7,765			5,657			11,021			5,837			10,962
Chief Compliance Officer service fees (Note 3)		2,369			2,369			2,371			2,369			2,371			2,369
Directors’ fees (Note 3)		1,311			1,114			—			3,496			2			3,373
Registration and filing fees		46,877			46,747			40,233			51,630			40,236			51,340
Audit fees		17,225			17,225			17,225			17,225			17,225			17,225
Custodian fees		1,662			3,363			2,073			3,322			1,995			3,709
Miscellaneous		9,432			8,114			2,526			17,645			2,625			17,903


Total Expenses		286,056			239,983			111,144			497,014			117,248			488,540
Less reduction of expenses (Note 3)		(99,184	)		(104,875	)		(107,254	)		(72,668	)		(108,810	)		(74,520	)


Net Expenses		186,872			135,108			3,890			424,346			8,438			414,020


NET INVESTMENT INCOME		985,895			680,462			23,211			1,869,623			44,902			1,436,230


REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES:

Net realized gain on Underlying Series		1,571,377			801,575			37,989			2,390,347			36,657			1,371,264
Distributions of realized gains from Underlying Series		1,506,602			1,309,091			84			5,325,570			2,173			5,135,966
Net change in unrealized appreciation on Underlying Series		605,343			1,949,056			225,276			12,707,860			656,686			20,531,082


NET REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES		3,683,322			4,059,722			263,349			20,423,777			695,516			27,038,312


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,669,217		$	4,740,184		$	286,560		$	22,293,400		$	740,418		$	28,474,542

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

Statements of Operations

For the Year Ended October 31, 2013


	TARGET 2035			TARGET 2040			TARGET 2045			TARGET 2050			TARGET 2055

INVESTMENT INCOME:

Income distributions from Underlying Series	$	30,297		$	773,572		$	5,854		$	276,730		$	252


EXPENSES:

Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		605			148,389			252			75,849			130
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)		334			12,149			1,265			12,423			3
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		2,178			65,506			1,276			20,524			106
Fund accounting and administration fees (Note 3)		41,087			43,739			40,992			42,307			40,983
Transfer agent fees (Note 3)		5,793			9,439			5,814			9,017			5,624
Chief Compliance Officer service fees (Note 3)		2,371			2,369			2,371			2,369			2,371
Directors’ fees (Note 3)		—			2,130			—			891			—
Registration and filing fees		39,834			48,810			40,134			47,033			39,632
Audit fees		17,225			17,225			17,225			17,225			17,225
Custodian fees		2,092			3,744			856			1,684			698
Miscellaneous		2,654			12,845			2,648			9,355			2,514


Total Expenses		114,173			366,345			112,833			238,677			109,286
Less reduction of expenses (Note 3)		(109,173	)		(90,348	)		(109,515	)		(109,061	)		(108,741	)


Net Expenses		5,000			275,997			3,318			129,616			545


NET INVESTMENT INCOME (LOSS)		25,297			497,575			2,536			147,114			(293	)


REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES:

Net realized gain on Underlying Series		54,240			2,253,454			12,629			469,877			22,963
Distributions of realized gains from Underlying Series		2,191			2,590,479			486			982,607			19
Net change in unrealized appreciation on Underlying Series		582,026			16,567,825			200,938			7,883,077			20,309


NET REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES		638,457			21,411,758			214,053			9,335,561			43,291


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	663,754		$	21,909,333		$	216,589		$	9,482,675		$	42,998

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

Statements of Changes in Net Assets


	TARGET INCOME						TARGET 2010						TARGET 2015
	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹ TO 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)	$	985,895		$	1,095,994		$	680,462		$	809,773		$	23,211		$	(1	)
Net realized gain on Underlying Series		1,571,377			1,318,407			801,575			328,894			37,989			—
Distributions of realized gains from Underlying Series		1,506,602			982,013			1,309,091			1,327,217			84			—
Net change in unrealized appreciation on Underlying Series		605,343			307,113			1,949,056			617,274			225,276			34


Net increase from operations		4,669,217			3,703,527			4,740,184			3,083,158			286,560			33


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class K)		(1,027,970	)		(994,528	)		(551,988	)		(542,620	)		(5,261	)		—
From net investment income (Class R)		(70,541	)		(29,657	)		(80,517	)		(114,727	)		(1,446	)		—
From net investment income (Class C)		(15,052	)		(23,100	)		(15,758	)		(28,528	)		—			—
From net investment income (Class I)		(170,895	)		(141,811	)		(276,764	)		(303,466	)		(13,541	)		—
From net realized gain on investments (Class K)		(1,790,580	)		(1,776,212	)		(893,245	)		(2,048,959	)		—			—
From net realized gain on investments (Class R)		(146,039	)		(27,719	)		(154,363	)		(462,011	)		—			—
From net realized gain on investments (Class C)		(40,660	)		(60,498	)		(44,459	)		(171,418	)		—			—
From net realized gain on investments (Class I)		(241,175	)		(216,121	)		(393,718	)		(1,019,074	)		—			—


Total distributions to shareholders		(3,502,912	)		(3,269,646	)		(2,410,812	)		(4,690,803	)		(20,248	)		—


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 6)		15,365,341			5,936,279			3,875,933			6,446,443			5,385,487			1,886


Net increase in net assets		16,531,646			6,370,160			6,205,305			4,838,798			5,651,799			1,919

NET ASSETS:

Beginning of period		57,097,496			50,727,336			45,363,415			40,524,617			1,919			—


End of period²	$	73,629,142		$	57,097,496		$	51,568,720		$	45,363,415		$	5,653,718		$	1,919


¹Commencement of operations.
²Including undistributed net investment income (distributions in excess of net investment income):	$	55,670		$	78,485		$	48,191		$	54,872		$	2,977		$	(1	)

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

Statements of Changes in Net Assets


	TARGET 2020						TARGET 2025						TARGET 2030
	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹ TO 10/31/12			FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)	$	1,869,623		$	2,075,790		$	44,902		$	(42	)	$	1,436,230		$	1,655,585
Net realized gain on Underlying Series		2,390,347			516,139			36,657			10			1,371,264			608,155
Distributions of realized gains from Underlying Series		5,325,570			4,255,728			2,173			—			5,135,966			3,448,916
Net change in unrealized appreciation on Underlying Series		12,707,860			2,462,193			656,686			2,438			20,531,082			4,194,814


Net increase from operations		22,293,400			9,309,850			740,418			2,406			28,474,542			9,907,470


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class K)		(1,414,259	)		(1,070,368	)		(2,961	)		—			(1,072,641	)		(925,977	)
From net investment income (Class R)		(350,392	)		(344,785	)		(1,291	)		—			(245,172	)		(155,445	)
From net investment income (Class C)		(50,975	)		(59,782	)		(1,380	)		—			(22,710	)		(24,004	)
From net investment income (Class I)		(1,011,041	)		(835,497	)		(32,739	)		—			(739,268	)		(605,721	)
From net realized gain on investments (Class K)		(2,423,692	)		(3,524,215	)		—			—			(2,382,147	)		(3,843,451	)
From net realized gain on investments (Class R)		(692,644	)		(1,200,023	)		—			—			(659,561	)		(685,589	)
From net realized gain on investments (Class C)		(144,273	)		(303,902	)		—			—			(94,494	)		(181,828	)
From net realized gain on investments (Class I)		(1,431,757	)		(2,414,187	)		—			—			(1,326,395	)		(2,137,168	)


Total distributions to shareholders		(7,519,033	)		(9,752,759	)		(38,371	)		—			(6,542,388	)		(8,559,183	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 6)		43,056,205			28,341,544			11,448,349			45,668			37,685,103			29,971,242


Net increase in net assets		57,830,572			27,898,635			12,150,396			48,074			59,617,257			31,319,529

NET ASSETS:

Beginning of period		129,710,872			101,812,237			48,074			—			126,763,074			95,443,545


End of period²	$	187,541,444		$	129,710,872		$	12,198,470		$	48,074		$	186,380,331		$	126,763,074


¹Commencement of operations.
²Including undistributed net investment income (distributions in excess of net investment income):	$	132,217		$	142,083		$	6,866		$	(10	)	$	101,598		$	100,796

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

Statements of Changes in Net Assets


	TARGET 2035						TARGET 2040						TARGET 2045
	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹ TO 10/31/12			FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹ TO 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)	$	25,297		$	(3	)	$	497,575		$	543,938		$	2,536		$	(7	)
Net realized gain on Underlying Series		54,240			—			2,253,454			1,991,516			12,629			—
Distributions of realized gains from Underlying Series		2,191			—			2,590,479			—			486			—
Net change in unrealized appreciation (depreciation) on Underlying Series		582,026			(208	)		16,567,825			3,971,924			200,938			(208	)


Net increase (decrease) from operations		663,754			(211	)		21,909,333			6,507,378			216,589			(215	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class K)		(1,620	)		—			(336,191	)		(313,151	)		(224	)		—
From net investment income (Class R)		(1,871	)		—			(36,913	)		(77,908	)		(658	)		—
From net investment income (Class C)		(137	)		—			(1,132	)		(2,081	)		(236	)		—
From net investment income (Class I)		(17,671	)		—			(195,310	)		(179,939	)		(1,504	)		—
From net realized gain on investments (Class K)		—			—			(1,220,050	)		(1,939,028	)		—			—
From net realized gain on investments (Class R)		—			—			(262,386	)		(649,307	)		—			—
From net realized gain on investments (Class C)		—			—			(25,039	)		(48,306	)		—			—
From net realized gain on investments (Class I)		—			—			(483,436	)		(821,635	)		—			—


Total distributions to shareholders		(21,299	)		—			(2,560,457	)		(4,031,355	)		(2,622	)		—


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 6)		7,367,238			18,277			14,796,016			18,313,044			3,057,612			15,247


Net increase in net assets		8,009,693			18,066			34,144,892			20,789,067			3,271,579			15,032

NET ASSETS:

Beginning of period		18,066			—			84,327,737			63,538,670			15,032			—


End of period²	$	8,027,759		$	18,066		$	118,472,629		$	84,327,737		$	3,286,611		$	15,032


¹Commencement of operations.
²Including undistributed net investment income (distributions in excess of net investment income):	$	4,176		$	(3	)	$	27,546		$	32,467		$	—		$	(7	)

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

Statements of Changes in Net Assets


	TARGET 2050						TARGET 2055
	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹ TO 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)	$	147,114		$	189,495		$	(293	)	$	(1	)
Net realized gain on Underlying Series		469,877			109,714			22,963			—
Distributions of realized gains from Underlying Series		982,607			—			19			—
Net change in unrealized appreciation on Underlying Series		7,883,077			2,232,014			20,309			48


Net increase from operations		9,482,675			2,531,223			42,998			47


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class K)		(112,230	)		(155,055	)		—			—
From net investment income (Class R)		(6,865	)		(15,226	)		—			—
From net investment income (Class C)		—			(2,607	)		—			—
From net investment income (Class I)		(31,572	)		(28,585	)		—			—
From net realized gain on investments (Class K)		(81,536	)		(344,780	)		—			—
From net realized gain on investments (Class R)		(10,793	)		(47,839	)		—			—
From net realized gain on investments (Class C)		(3,533	)		(18,248	)		—			—
From net realized gain on investments (Class I)		(13,563	)		(46,342	)		—			—


Total distributions to shareholders		(260,092	)		(658,682	)		—			—


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 6)		9,544,226			7,376,288			582,008			602


Net increase in net assets		18,766,809			9,248,829			625,006			649

NET ASSETS:

Beginning of period		33,297,616			24,048,787			649			—


End of period²	$	52,064,425		$	33,297,616		$	625,655		$	649


¹Commencement of operations.
²Including undistributed net investment income (distributions in excess of net investment income):	$	3,455		$	7,008		$	—		$	(1	)

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

Financial Highlights


TARGET INCOME SERIES CLASS K	FOR THE YEARS ENDED
TARGET INCOME SERIES CLASS K	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.86		$	10.86		$	11.02		$	10.13		$	9.30

Income from investment operations:
Net investment income¹		0.18			0.22			0.23			0.19			0.03
Net realized and unrealized gain on Underlying Series		0.63			0.48			0.06			0.92			1.04


Total from investment operations		0.81			0.70			0.29			1.11			1.07


Less distributions to shareholders:
From net investment income		(0.24	)		(0.25	)		(0.33	)		(0.19	)		(0.24	)
From net realized gain on investments		(0.43	)		(0.45	)		(0.12	)		(0.03	)		—


Total distributions to shareholders		(0.67	)		(0.70	)		(0.45	)		(0.22	)		(0.24	)


Net asset value - End of year	$	11.00		$	10.86		$	10.86		$	11.02		$	10.13


Net assets - End of year (000’s omitted)	$	47,676		$	45,926		$	44,682		$	46,886		$	42,116


Total return²		7.83	%		6.98	%		2.77	%		11.22	%		11.80	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%³		0.30	%⁴		0.30	%⁵		0.28	%^6,7		0.30	%⁷
Net investment income		1.69	%		2.07	%		2.11	%		1.83	%		0.31	%
Series portfolio turnover⁸		14	%		16	%		14	%		9	%		13	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.16	%³		0.20	%⁴		0.22	%⁵		0.25	%⁷		0.41	%⁷


TARGET INCOME SERIES CLASS R	FOR THE YEARS ENDED
TARGET INCOME SERIES CLASS R	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.76		$	10.77		$	10.93		$	10.08		$	9.29

Income (loss) from investment operations:
Net investment income (loss)¹		0.07			0.09			0.16			0.09			(0.05	)
Net realized and unrealized gain on Underlying Series		0.70			0.58			0.10			0.99			1.09


Total from investment operations		0.77			0.67			0.26			1.08			1.04


Less distributions to shareholders:
From net investment income		(0.21	)		(0.23	)		(0.30	)		(0.20	)		(0.25	)
From net realized gain on investments		(0.43	)		(0.45	)		(0.12	)		(0.03	)		—


Total distributions to shareholders		(0.64	)		(0.68	)		(0.42	)		(0.23	)		(0.25	)


Net asset value - End of year	$	10.89		$	10.76		$	10.77		$	10.93		$	10.08


Net assets - End of year (000’s omitted)	$	13,475		$	3,853		$	553		$	347		$	54


Total return²		7.52	%		6.77	%		2.50	%		10.97	%		11.44	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%³		0.55	%⁴		0.55	%⁵		0.54	%^6,7		0.55	%⁷
Net investment income (loss)		0.66	%		0.84	%		1.47	%		0.81	%		(0.51	%)
Series portfolio turnover⁸		14	%		16	%		14	%		9	%		13	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.14	%³		0.20	%⁴		0.22	%⁵		0.37	%⁷		169.34	%⁷

¹Calculated based on average shares outstanding during the year.

³Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.67%.

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.68%.

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

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

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

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET INCOME SERIES CLASS C	FOR THE YEARS ENDED
TARGET INCOME SERIES CLASS C	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.66		$	10.67		$	10.84		$	10.00	��	$	9.26

Income (loss) from investment operations:
Net investment income (loss)¹		0.10			0.18			0.13			0.07			(0.03	)
Net realized and unrealized gain on Underlying Series		0.62			0.44			0.08			0.95			1.02


Total from investment operations		0.72			0.62			0.21			1.02			0.99


Less distributions to shareholders:
From net investment income		(0.16	)		(0.18	)		(0.26	)		(0.15	)		(0.25	)
From net realized gain on investments		(0.43	)		(0.45	)		(0.12	)		(0.03	)		—


Total distributions to shareholders		(0.59	)		(0.63	)		(0.38	)		(0.18	)		(0.25	)


Net asset value - End of year	$	10.79		$	10.66		$	10.67		$	10.84		$	10.00


Net assets - End of year (000’s omitted)	$	1,207		$	1,019		$	1,424		$	1,195		$	330


Total return²		7.01	%		6.24	%		2.04	%		10.38	%		10.91	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%³		1.05	%⁴		1.05	%⁵		0.99	%^6,7		1.05	%⁷
Net investment income (loss)		0.91	%		1.73	%		1.23	%		0.66	%		(0.30	%)
Series portfolio turnover⁸		14	%		16	%		14	%		9	%		13	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.16	%³		0.20	%⁴		0.22	%⁵		0.29	%⁷		10.70	%⁷


TARGET INCOME SERIES CLASS I	FOR THE YEARS ENDED
TARGET INCOME SERIES CLASS I	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.90		$	10.89		$	11.05		$	10.17		$	9.32

Income from investment operations:
Net investment income¹		0.19			0.24			0.07			0.19			0.06
Net realized and unrealized gain on Underlying Series		0.65			0.50			0.25			0.94			1.04


Total from investment operations		0.84			0.74			0.32			1.13			1.10


Less distributions to shareholders:
From net investment income		(0.27	)		(0.28	)		(0.36	)		(0.22	)		(0.25	)
From net realized gain on investments		(0.43	)		(0.45	)		(0.12	)		(0.03	)		—


Total distributions to shareholders		(0.70	)		(0.73	)		(0.48	)		(0.25	)		(0.25	)


Net asset value - End of year	$	11.04		$	10.90		$	10.89		$	11.05		$	10.17


Net assets - End of year (000’s omitted)	$	11,271		$	6,300		$	4,068		$	298		$	58


Total return²		8.09	%		7.34	%		3.00	%		11.44	%		12.06	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%³		0.05	%⁴		0.05	%⁵		0.05	%⁷		0.05	%⁷
Net investment income		1.76	%		2.30	%		0.68	%		1.85	%		0.66	%
Series portfolio turnover⁸		14	%		16	%		14	%		9	%		13	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.16	%³		0.20	%⁴		0.23	%⁵		0.33	%⁷		54.69	%⁷

¹Calculated based on average shares outstanding during the year.

³Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.67%.

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.68%.

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

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

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET 2010 SERIES CLASS K	FOR THE YEARS ENDED
TARGET 2010 SERIES CLASS K	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.00		$	10.56		$	10.64		$	9.58		$	8.61

Income from investment operations:
Net investment income¹		0.14			0.18			0.20			0.12			0.02
Net realized and unrealized gain on Underlying Series		0.84			0.48			0.10			1.10			1.15


Total from investment operations		0.98			0.66			0.30			1.22			1.17


Less distributions to shareholders:
From net investment income		(0.20	)		(0.25	)		(0.18	)		(0.14	)		(0.20	)
From net realized gain on investments		(0.33	)		(0.97	)		(0.20	)		(0.02	)		—


Total distributions to shareholders		(0.53	)		(1.22	)		(0.38	)		(0.16	)		(0.20	)


Net asset value - End of year	$	10.45		$	10.00		$	10.56		$	10.64		$	9.58


Net assets - End of year (000’s omitted)	$	29,949		$	27,086		$	23,653		$	27,904		$	15,782


Total return²		10.20	%		7.39	%		2.97	%		12.85	%		13.97	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%³		0.30	%⁴		0.30	%⁵		0.29	%^6,7		0.30	%⁸
Net investment income		1.39	%		1.85	%		1.84	%		1.20	%		0.19	%
Series portfolio turnover⁹		32	%		30	%		48	%		11	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.21	%³		0.27	%⁴		0.30	%⁵		0.42	%⁶		1.31	%⁸


TARGET 2010 SERIES CLASS R	FOR THE YEARS ENDED
TARGET 2010 SERIES CLASS R	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.92		$	10.48		$	10.57		$	9.54		$	8.61

Income (loss) from investment operations:
Net investment income (loss)¹		0.11			0.16			0.14			0.12			(0.05	)
Net realized and unrealized gain on Underlying Series		0.83			0.48			0.13			1.07			1.18


Total from investment operations		0.94			0.64			0.27			1.19			1.13


Less distributions to shareholders:
From net investment income		(0.17	)		(0.23	)		(0.16	)		(0.14	)		(0.20	)
From net realized gain on investments		(0.33	)		(0.97	)		(0.20	)		(0.02	)		—


Total distributions to shareholders		(0.50	)		(1.20	)		(0.36	)		(0.16	)		(0.20	)


Net asset value - End of year	$	10.36		$	9.92		$	10.48		$	10.57		$	9.54


Net assets - End of year (000’s omitted)	$	5,246		$	4,793		$	4,885		$	3,655		$	284


Total return²		9.84	%		7.21	%		2.67	%		12.64	%		13.54	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%³		0.55	%⁴		0.55	%⁵		0.52	%^6,7		0.55	%⁸
Net investment income (loss)		1.11	%		1.65	%		1.32	%		1.16	%		(0.55	%)
Series portfolio turnover⁹		32	%		30	%		48	%		11	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.21	%³		0.27	%⁴		0.31	%⁵		0.41	%⁶		25.36	%⁸

¹Calculated based on average shares outstanding during the year.

³Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.68% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

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

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

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

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

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET 2010 SERIES CLASS C	FOR THE YEARS ENDED
TARGET 2010 SERIES CLASS C	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.89		$	10.44		$	10.53		$	9.49		$	8.58

Income (loss) from investment operations:
Net investment income (loss)¹		0.07			0.13			0.10			0.06			(0.01	)
Net realized and unrealized gain on Underlying Series		0.83			0.45			0.12			1.08			1.10


Total from investment operations		0.90			0.58			0.22			1.14			1.09


Less distributions to shareholders:
From net investment income		(0.12	)		(0.16	)		(0.11	)		(0.08	)		(0.18	)
From net realized gain on investments		(0.33	)		(0.97	)		(0.20	)		(0.02	)		—


Total distributions to shareholders		(0.45	)		(1.13	)		(0.31	)		(0.10	)		(0.18	)


Net asset value - End of year	$	10.34		$	9.89		$	10.44		$	10.53		$	9.49


Net assets - End of year (000’s omitted)	$	1,068		$	1,458		$	2,021		$	2,247		$	1,471


Total return²		9.38	%		6.60	%		2.21	%		12.12	%		13.13	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%³		1.05	%⁴		1.05	%⁵		0.98	%^6,7		1.05	%⁸
Net investment income (loss)		0.68	%		1.37	%		0.97	%		0.58	%		(0.12	%)
Series portfolio turnover⁹		32	%		30	%		48	%		11	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.22	%³		0.27	%⁴		0.30	%⁵		0.44	%⁶		5.01	%⁸


TARGET 2010 SERIES CLASS I	FOR THE YEARS ENDED
TARGET 2010 SERIES CLASS I	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.04		$	10.60		$	10.68		$	9.62		$	8.63

Income from investment operations:
Net investment income¹		0.16			0.21			0.08			0.14			0.07
Net realized and unrealized gain on Underlying Series		0.85			0.48			0.25			1.10			1.12


Total from investment operations		1.01			0.69			0.33			1.24			1.19


Less distributions to shareholders:
From net investment income		(0.22	)		(0.28	)		(0.21	)		(0.16	)		(0.20	)
From net realized gain on investments		(0.33	)		(0.97	)		(0.20	)		(0.02	)		—


Total distributions to shareholders		(0.55	)		(1.25	)		(0.41	)		(0.18	)		(0.20	)


Net asset value - End of year	$	10.50		$	10.04		$	10.60		$	10.68		$	9.62


Net assets - End of year (000’s omitted)	$	15,305		$	12,026		$	9,966		$	1,465		$	469


Total return²		10.53	%		7.67	%		3.20	%		13.10	%		14.23	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%³		0.05	%⁴		0.05	%⁵		0.05	%⁶		0.05	%⁸
Net investment income		1.57	%		2.16	%		0.81	%		1.44	%		0.83	%
Series portfolio turnover⁹		32	%		30	%		48	%		11	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.21	%³		0.27	%⁴		0.32	%⁵		0.43	%⁶		8.26	%⁸

¹Calculated based on average shares outstanding during the year.

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

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

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET 2015 SERIES CLASS K	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹ TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.59		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.15			(0.01	)
Net realized and unrealized gain on Underlying Series		1.25			0.60


Total from investment operations		1.40			0.59


Less distributions to shareholders:
From net investment income		(0.20	)		—


Net asset value - End of period	$	11.79		$	10.59


Net assets - End of period (000’s omitted)	$	1,019		$	1,498	³


Total return⁴		13.45	%		5.90	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%⁵		0.30	%^6,7
Net investment income (loss)		1.34	%		(0.30	%)⁶
Series portfolio turnover⁸		50	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		6.06	%⁵		9,646	%^6,7,10


TARGET 2015 SERIES CLASS R	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.59		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.01			(0.02	)
Net realized and unrealized gain on Underlying Series		1.39			0.61


Total from investment operations		1.40			0.59


Less distributions to shareholders:
From net investment income		(0.18	)		—


Net asset value - End of period	$	11.81		$	10.59


Net assets - End of period (000’s omitted)	$	1,015		$	106	³


Total return⁴		13.36	%		5.90	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%⁵		0.55	%^6,7
Net investment income (loss)		0.11	%		(0.55	%)⁶
Series portfolio turnover⁸		50	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		3.45	%⁵		10,644	%^6,7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

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

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹Less than 1%.

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


TARGET 2015 SERIES CLASS C	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.57		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.05			(0.04	)
Net realized and unrealized gain on Underlying Series		1.27			0.61


Total from investment operations		1.32			0.57


Less distributions to shareholders:
From net investment income		(0.11	)		—


Net asset value - End of period	$	11.78		$	10.57


Net assets - End of period	$	119	³	$	106	³


Total return⁴		12.57	%		5.70	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%⁵		1.05	%^6,7
Net investment income (loss)		0.42	%		(1.05	%)⁶
Series portfolio turnover⁸		50	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		751.92	%⁵		10,645	%^6,7,10


TARGET 2015 SERIES CLASS I	FOR THE YEARS ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.61		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.11			—	¹¹
Net realized and unrealized gain on Underlying Series		1.32			0.61


Total from investment operations		1.43			0.61


Less distributions to shareholders:
From net investment income		(0.21	)		—


Net asset value - End of period	$	11.83		$	10.61


Net assets - End of period (000’s omitted)	$	3,619		$	209	³


Total return⁴		13.71	%		6.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%⁵		0.05	%^6,7
Net investment income (loss)		1.01	%		(0.05	%)⁶
Series portfolio turnover⁸		50	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		4.09	%⁵		9,682	%^6,7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁶Annualized.

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹Less than 1%.

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

¹¹Less than $0.01.

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

Financial Highlights


TARGET 2020 SERIES CLASS K	FOR THE YEARS ENDED
TARGET 2020 SERIES CLASS K	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.89		$	10.12		$	10.33		$	9.16		$	8.14

Income from investment operations:
Net investment income¹		0.12			0.17			0.20			0.13			0.02
Net realized and unrealized gain on Underlying Series		1.33			0.54			0.12			1.23			1.21


Total from investment operations		1.45			0.71			0.32			1.36			1.23


Less distributions to shareholders:
From net investment income		(0.20	)		(0.21	)		(0.19	)		(0.17	)		(0.21	)
From net realized gain on investments		(0.35	)		(0.73	)		(0.34	)		(0.02	)		—


Total distributions to shareholders		(0.55	)		(0.94	)		(0.53	)		(0.19	)		(0.21	)


Net asset value - End of year	$	10.79		$	9.89		$	10.12		$	10.33		$	9.16


Net assets - End of year (000’s omitted)	$	82,841		$	67,039		$	56,290		$	64,613		$	30,089


Total return²		15.43	%		8.08	%		3.14	%		14.89	%		15.72	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%³		0.30	%⁴		0.30	%⁵		0.29	%^6,7		0.30	%⁸
Net investment income		1.20	%		1.72	%		1.97	%		1.38	%		0.28	%
Series portfolio turnover⁹		19	%		24	%		49	%		20	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.05	%³		0.08	%⁴		0.10	%⁵		0.17	%⁶		0.72	%⁸


TARGET 2020 SERIES CLASS R	FOR THE YEARS ENDED
TARGET 2020 SERIES CLASS R	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.78		$	10.02		$	10.24		$	9.10		$	8.13

Income (loss) from investment operations:
Net investment income (loss)¹		0.09			0.14			0.15			0.12			(0.05	)
Net realized and unrealized gain on Underlying Series		1.32			0.54			0.14			1.21			1.23


Total from investment operations		1.41			0.68			0.29			1.33			1.18


Less distributions to shareholders:
From net investment income		(0.18	)		(0.19	)		(0.17	)		(0.17	)		(0.21	)
From net realized gain on investments		(0.35	)		(0.73	)		(0.34	)		(0.02	)		—


Total distributions to shareholders		(0.53	)		(0.92	)		(0.51	)		(0.19	)		(0.21	)


Net asset value - End of year	$	10.66		$	9.78		$	10.02		$	10.24		$	9.10


Net assets - End of year (000’s omitted)	$	30,393		$	19,150		$	16,105		$	12,229		$	562


Total return²		15.07	%		7.82	%		2.85	%		14.72	%		15.13	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%³		0.55	%⁴		0.55	%⁵		0.52	%^6,7		0.55	%⁸
Net investment income (loss)		0.85	%		1.47	%		1.48	%		1.25	%		(0.54	%)
Series portfolio turnover⁹		19	%		24	%		49	%		20	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.05	%³		0.08	%⁴		0.10	%⁵		0.18	%⁶		14.54	%⁸

¹Calculated based on average shares outstanding during the year.

³Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.84% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET 2020 SERIES CLASS C	FOR THE YEARS ENDED
TARGET 2020 SERIES CLASS C	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.75		$	9.99		$	10.21		$	9.06		$	8.10

Income from investment operations:
Net investment income¹		0.05			0.11			0.11			0.10			0.02
Net realized and unrealized gain on Underlying Series		1.30			0.52			0.14			1.18			1.13


Total from investment operations		1.35			0.63			0.25			1.28			1.15


Less distributions to shareholders:
From net investment income		(0.12	)		(0.14	)		(0.13	)		(0.11	)		(0.19	)
From net realized gain on investments		(0.35	)		(0.73	)		(0.34	)		(0.02	)		—


Total distributions to shareholders		(0.47	)		(0.87	)		(0.47	)		(0.13	)		(0.19	)


Net asset value - End of year	$	10.63		$	9.75		$	9.99		$	10.21		$	9.06


Net assets - End of year (000’s omitted)	$	3,752		$	3,999		$	4,155		$	3,803		$	2,123


Total return²		14.52	%		7.24	%		2.42	%		14.24	%		14.74	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%³		1.05	%⁴		1.05	%⁵		0.98	%^6,7		1.05	%⁸
Net investment income		0.45	%		1.20	%		1.08	%		1.03	%		0.25	%
Series portfolio turnover⁹		19	%		24	%		49	%		20	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.05	%³		0.08	%⁴		0.10	%⁵		0.18	%⁶		3.08	%⁸


TARGET 2020 SERIES CLASS I	FOR THE YEARS ENDED
TARGET 2020 SERIES CLASS I	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.93		$	10.16		$	10.37		$	9.19		$	8.15

Income from investment operations:
Net investment income¹		0.14			0.20			0.09			0.18			0.10
Net realized and unrealized gain on Underlying Series		1.34			0.54			0.25			1.21			1.15


Total from investment operations		1.48			0.74			0.34			1.39			1.25


Less distributions to shareholders:
From net investment income		(0.23	)		(0.24	)		(0.21	)		(0.19	)		(0.21	)
From net realized gain on investments		(0.35	)		(0.73	)		(0.34	)		(0.02	)		—


Total distributions to shareholders		(0.58	)		(0.97	)		(0.55	)		(0.21	)		(0.21	)


Net asset value - End of year	$	10.83		$	9.93		$	10.16		$	10.37		$	9.19


Net assets - End of year (000’s omitted)	$	70,556		$	39,523		$	25,262		$	3,474		$	1,927


Total return²		15.65	%		8.36	%		3.37	%		15.24	%		15.98	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%³		0.05	%⁴		0.05	%⁵		0.05	%⁶		0.05	%⁸
Net investment income		1.34	%		2.10	%		0.85	%		1.89	%		1.22	%
Series portfolio turnover⁹		19	%		24	%		49	%		20	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.05	%³		0.08	%⁴		0.11	%⁵		0.19	%⁶		2.90	%⁸

¹Calculated based on average shares outstanding during the year.

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

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

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET 2025 SERIES CLASS K	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.77		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.09			(0.01	)
Net realized and unrealized gain on Underlying Series		1.85			0.78


Total from investment operations		1.94			0.77


Less distributions to shareholders:
From net investment income		(0.21	)		—


Net asset value - End of period	$	12.50		$	10.77


Net assets - End of period (000’s omitted)	$	710		$	47,648	³


Total return⁴		18.32	%		7.70	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%⁵		0.30	%^6,7
Net investment income (loss)		0.80	%		(0.30	%)⁶
Series portfolio turnover⁸		22	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		10.70	%⁵		259	%^6,7,10


TARGET 2025 SERIES CLASS R	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.75		$	10.00

Income (loss) from investment operations:
Net investment loss²		(0.01	)		(0.02	)
Net realized and unrealized gain on Underlying Series		1.98			0.77


Total from investment operations		1.97			0.75


Less distributions to shareholders:
From net investment income		(0.19	)		—


Net asset value - End of period	$	12.53		$	10.75


Net assets - End of period (000’s omitted)	$	1,540		$	108	³


Total return⁴		18.61	%		7.50	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%⁵		0.55	%^6,7
Net investment loss		(0.10	%)		(0.55	%)⁶
Series portfolio turnover⁸		22	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		1.75	%⁵		3,129	%^6,7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹Less than 1%.

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


TARGET 2025 SERIES CLASS C	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.73		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.01			(0.04	)
Net realized and unrealized gain on Underlying Series		1.90			0.77


Total from investment operations		1.91			0.73


Less distributions to shareholders:
From net investment income		(0.16	)		—


Net asset value - End of period	$	12.48		$	10.73


Net assets - End of period (000’s omitted)	$	575		$	107	³


Total return⁴		17.95	%		7.30	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%⁵		1.05	%^6,7
Net investment income (loss)		0.05	%		(1.05	%)⁶
Series portfolio turnover⁸		22	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		1.72	%⁵		3,130	%^6,7,10


TARGET 2025 SERIES CLASS I	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.77		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.12			—	¹¹
Net realized and unrealized gain on Underlying Series		1.81			0.77


Total from investment operations		1.93			0.77


Less distributions to shareholders:
From net investment income		(0.23	)		—


Net asset value - End of period	$	12.47		$	10.77


Net assets - End of period (000’s omitted)	$	9,373		$	211	³


Total return⁴		18.26	%		7.70	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%⁵		0.05	%^6,7
Net investment income (loss)		1.03	%		(0.05	%)⁶
Series portfolio turnover⁸		22	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		1.43	%⁵		1,967	%^6,7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹Less than 1%.

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

¹¹Less than $0.01.

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

Financial Highlights


TARGET 2030 SERIES CLASS K	FOR THE YEARS ENDED
TARGET 2030 SERIES CLASS K	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.94		$	10.02		$	10.15		$	8.85		$	7.81

Income from investment operations:
Net investment income¹		0.10			0.14			0.16			0.08			0.01
Net realized and unrealized gain on Underlying Series		1.86			0.66			0.16			1.36			1.20


Total from investment operations		1.96			0.80			0.32			1.44			1.21


Less distributions to shareholders:
From net investment income		(0.15	)		(0.17	)		(0.15	)		(0.11	)		(0.17	)
From net realized gain on investments		(0.35	)		(0.71	)		(0.30	)		(0.03	)		—


Total distributions to shareholders		(0.50	)		(0.88	)		(0.45	)		(0.14	)		(0.17	)


Net asset value - End of year	$	11.40		$	9.94		$	10.02		$	10.15		$	8.85


Net assets - End of year (000’s omitted)	$	91,676		$	67,510		$	63,436		$	66,235		$	23,597


Total return²		20.56	%		9.12	%		3.15	%		16.34	%		16.05	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%³		0.30	%⁴		0.30	%⁵		0.29	%^6,7		0.30	%⁸
Net investment income		0.90	%		1.50	%		1.58	%		0.87	%		0.14	%
Series portfolio turnover⁹		9	%		62	%		40	%		15	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.05	%³		0.09	%⁴		0.11	%⁵		0.20	%⁶		0.97	%⁸


TARGET 2030 SERIES CLASS R	FOR THE YEARS ENDED
TARGET 2030 SERIES CLASS R	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.87		$	9.96		$	10.09		$	8.83		$	7.79

Income from investment operations:
Net investment income¹		0.07			0.09			0.11			0.06			(0.05	)
Net realized and unrealized gain on Underlying Series		1.85			0.68			0.19			1.35			1.26


Total from investment operations		1.92			0.77			0.30			1.41			1.21


Less distributions to shareholders:
From net investment income		(0.13	)		(0.15	)		(0.13	)		(0.12	)		(0.17	)
From net realized gain on investments		(0.35	)		(0.71	)		(0.30	)		(0.03	)		—


Total distributions to shareholders		(0.48	)		(0.86	)		(0.43	)		(0.15	)		(0.17	)


Net asset value - End of year	$	11.31		$	9.87		$	9.96		$	10.09		$	8.83


Net assets - End of year (000’s omitted)	$	28,034		$	18,759		$	9,243		$	7,162		$	328


Total return²		20.19	%		8.84	%		2.94	%		16.01	%		16.09	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%³		0.55	%⁴		0.55	%⁵		0.54	%^6,7		0.55	%⁸
Net investment income (loss)		0.63	%		0.94	%		1.11	%		0.68	%		(0.53	%)
Series portfolio turnover⁹		9	%		62	%		40	%		15	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.05	%³		0.09	%⁴		0.11	%⁵		0.18	%⁶		28.67	%⁸

¹Calculated based on average shares outstanding during the year.

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

³Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET 2030 SERIES CLASS C	FOR THE YEARS ENDED
TARGET 2030 SERIES CLASS C	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.82		$	9.90		$	10.05		$	8.78		$	7.77

Income (loss) from investment operations:
Net investment income (loss)¹		0.02			0.08			0.07			0.03			(0.02	)
Net realized and unrealized gain on Underlying Series		1.83			0.64			0.17			1.33			1.19


Total from investment operations		1.85			0.72			0.24			1.36			1.17


Less distributions to shareholders:
From net investment income		(0.08	)		(0.09	)		(0.09	)		(0.06	)		(0.16	)
From net realized gain on investments		(0.35	)		(0.71	)		(0.30	)		(0.03	)		—


Total distributions to shareholders		(0.43	)		(0.80	)		(0.39	)		(0.09	)		(0.16	)


Net asset value - End of year	$	11.24		$	9.82		$	9.90		$	10.05		$	8.78


Net assets - End of year (000’s omitted)	$	3,008		$	2,662		$	2,516		$	2,231		$	1,034


Total return²		19.55	%		8.36	%		2.35	%		15.50	%		15.57	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%³		1.05	%⁴		1.05	%⁵		1.00	%^6,7		1.05	%⁸
Net investment income (loss)		0.20	%		0.84	%		0.72	%		0.31	%		(0.22	%)
Series portfolio turnover⁹		9	%		62	%		40	%		15	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.05	%³		0.09	%⁴		0.11	%⁵		0.22	%⁶		5.84	%⁸


TARGET 2030 SERIES CLASS I	FOR THE YEARS ENDED
TARGET 2030 SERIES CLASS I	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.01		$	10.09		$	10.21		$	8.90		$	7.82

Income from investment operations:
Net investment income¹		0.12			0.17			0.07			0.13			0.11
Net realized and unrealized gain on Underlying Series		1.88			0.65			0.28			1.35			1.14


Total from investment operations		2.00			0.82			0.35			1.48			1.25


Less distributions to shareholders:
From net investment income		(0.18	)		(0.19	)		(0.17	)		(0.14	)		(0.17	)
From net realized gain on investments		(0.35	)		(0.71	)		(0.30	)		(0.03	)		—


Total distributions to shareholders		(0.53	)		(0.90	)		(0.47	)		(0.17	)		(0.17	)


Net asset value - End of year	$	11.48		$	10.01		$	10.09		$	10.21		$	8.90


Net assets - End of year (000’s omitted)	$	63,662		$	37,832		$	20,249		$	2,932		$	1,316


Total return²		20.81	%		9.36	%		3.47	%		16.76	%		16.56	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%³		0.05	%⁴		0.05	%⁵		0.05	%⁶		0.05	%⁸
Net investment income		1.14	%		1.78	%		0.74	%		1.34	%		1.37	%
Series portfolio turnover⁹		9	%		62	%		40	%		15	%		9	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.05	%³		0.09	%⁴		0.12	%⁵		0.22	%⁶		6.18	%⁸

¹Calculated based on average shares outstanding during the year.

³Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET 2035 SERIES CLASS K	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.92		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.08			(0.01	)
Net realized and unrealized gain on Underlying Series		2.35			0.93	³


Total from investment operations		2.43			0.92


Less distributions to shareholders:
From net investment income		(0.13	)		—


Net asset value - End of period	$	13.22		$	10.92


Net assets - End of period (000’s omitted)	$	465		$	15,034	⁴


Total return⁵		22.42	%		9.20	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%⁶		0.30	%^7,8
Net investment income (loss)		0.66	%		(0.30	%)⁷
Series portfolio turnover⁹		18	%		—	¹⁰

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		9.70	%⁶		4,581	%^7,8,11


TARGET 2035 SERIES CLASS R	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.91		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		—	¹²		(0.02	)
Net realized and unrealized gain on Underlying Series		2.44			0.93	³


Total from investment operations		2.44			0.91


Less distributions to shareholders:
From net investment income		(0.10	)		—


Net asset value - End of period	$	13.25		$	10.91


Net assets - End of period (000’s omitted)	$	1,172		$	109	⁴


Total return⁵		22.50	%		9.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%⁶		0.55	%^7,8
Net investment income (loss)		0.17	%		(0.55	%)⁷
Series portfolio turnover⁹		18	%		—	¹⁰

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		2.38	%⁶		9,077	%^7,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Amount does not coincide with the amount shown on the Statements of Changes in Net Assets due to the timing of capital stock transactions and when the Series experienced unrealized gains and losses during the period.

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

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁷Annualized.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

¹⁰Less than 1%.

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

¹²Less than $0.01.

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

Financial Highlights


TARGET 2035 SERIES CLASS C	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.93		$	10.00

Income (loss) from investment operations:
Net investment loss²		(0.02	)		(0.04	)
Net realized and unrealized gain on Underlying Series		2.37			0.97	³


Total from investment operations		2.35			0.93


Less distributions to shareholders:
From net investment income		(0.10	)		—


Net asset value - End of period	$	13.18		$	10.93


Net assets - End of period (000’s omitted)	$	69		$	2,710	⁴


Total return⁵		21.60	%		9.30	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%⁶		1.05	%^7,8
Net investment loss		(0.13	%)		(1.05	%)⁷
Series portfolio turnover⁹		18	%		—	¹⁰

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		6.35	%⁶		5,503	%^7,8,11


TARGET 2035 SERIES CLASS I	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.92		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.09			—	¹²
Net realized and unrealized gain on Underlying Series		2.38			0.92	³


Total from investment operations		2.47			0.92


Less distributions to shareholders:
From net investment income		(0.14	)		—


Net asset value - End of period	$	13.25		$	10.92


Net assets - End of period (000’s omitted)	$	6,322		$	213	⁴


Total return⁵		22.81	%		9.20	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%⁶		0.05	%^7,8
Net investment income (loss)		0.75	%		(0.05	%)⁷
Series portfolio turnover⁹		18	%		—	¹⁰

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		2.40	%⁶		7,930	%^7,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁷Annualized.

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

¹⁰Less than 1%.

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

¹²Less than $0.01.

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

Financial Highlights


TARGET 2040 SERIES CLASS K	FOR THE YEARS ENDED
TARGET 2040 SERIES CLASS K	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.29		$	10.10		$	10.20		$	8.79		$	7.58

Income from investment operations:
Net investment income¹		0.06			0.07			0.09			0.04			—	²
Net realized and unrealized gain (loss) on Underlying Series		2.43			0.74			(0.02	)		1.46			1.36


Total from investment operations		2.49			0.81			0.07			1.50			1.36


Less distributions to shareholders:
From net investment income		(0.07	)		(0.08	)		(0.08	)		(0.06	)		(0.15	)
From net realized gain on investments		(0.24	)		(0.54	)		(0.09	)		(0.03	)		—


Total distributions to shareholders		(0.31	)		(0.62	)		(0.17	)		(0.09	)		(0.15	)


Net asset value - End of year	$	12.47		$	10.29		$	10.10		$	10.20		$	8.79


Net assets - End of year (000’s omitted)	$	67,576		$	51,273		$	39,853		$	42,417		$	12,880


Total return³		24.81	%		8.97	%		0.70	%		17.10	%		18.60	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%⁴		0.30	%⁵		0.30	%⁶		0.29	%^7,8		0.30	%⁷
Net investment income		0.49	%		0.70	%		0.88	%		0.43	%		0.05	%
Series portfolio turnover⁹		13	%		24	%		19	%		4	%		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 amounts:

		0.09	%⁴		0.14	%⁵		0.17	%⁶		0.32	%⁷		2.10	%⁷


TARGET 2040 SERIES CLASS R	FOR THE YEARS ENDED
TARGET 2040 SERIES CLASS R	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.22		$	10.04		$	10.14		$	8.76		$	7.58

Income (loss) from investment operations:
Net investment income (loss)¹		0.02			0.05			0.05			0.04			(0.02	)
Net realized and unrealized gain (loss) on Underlying Series		2.42			0.73			—	²		1.43			1.35


Total from investment operations		2.44			0.78			0.05			1.47			1.33


Less distributions to shareholders:
From net investment income		(0.03	)		(0.06	)		(0.06	)		(0.06	)		(0.15	)
From net realized gain on investments		(0.24	)		(0.54	)		(0.09	)		(0.03	)		—


Total distributions to shareholders		(0.27	)		(0.60	)		(0.15	)		(0.09	)		(0.15	)


Net asset value - End of year	$	12.39		$	10.22		$	10.04		$	10.14		$	8.76


Net assets - End of year (000’s omitted)	$	15,993		$	11,827		$	11,475		$	8,168		$	504


Total return³		24.50	%		8.67	%		0.50	%		16.85	%		18.21	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%⁴		0.55	%⁵		0.55	%⁶		0.52	%^7,8		0.55	%⁷
Net investment income (loss)		0.20	%		0.54	%		0.52	%		0.40	%		(0.21	%)
Series portfolio turnover⁹		13	%		24	%		19	%		4	%		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 amounts:

		0.09	%⁴		0.14	%⁵		0.17	%⁶		0.31	%⁷		16.27	%⁷

¹Calculated based on average shares outstanding during the year.

²Less than $0.01.

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

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

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

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

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET 2040 SERIES CLASS C	FOR THE YEARS ENDED
TARGET 2040 SERIES CLASS C	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.10		$	9.94		$	10.06		$	8.70		$	7.55

Income (loss) from investment operations:
Net investment income (loss)¹		(0.03	)		—	²		0.01			(0.01	)		(0.06	)
Net realized and unrealized gain (loss) on Underlying Series		2.39			0.72			(0.01	)		1.43			1.36


Total from investment operations		2.36			0.72			—			1.42			1.30


Less distributions to shareholders:
From net investment income		(0.01	)		(0.02	)		(0.03	)		(0.03	)		(0.15	)
From net realized gain on investments		(0.24	)		(0.54	)		(0.09	)		(0.03	)		—


Total distributions to shareholders		(0.25	)		(0.56	)		(0.12	)		(0.06	)		(0.15	)


Net asset value - End of year	$	12.21		$	10.10		$	9.94		$	10.06		$	8.70


Net assets - End of year (000’s omitted)	$	1,359		$	1,034		$	913		$	875		$	440


Total return³		23.91	%		8.08	%		(0.01	%)		16.32	%		17.88	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%⁴		1.05	%⁵		1.05	%⁶		0.99	%^7,8		1.05	%⁷
Net investment income (loss)		(0.28	%)		0.03	%		0.09	%		(0.12	%)		(0.65	%)
Series portfolio turnover⁹		13	%		24	%		19	%		4	%		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 amounts:

		0.09	%⁴		0.14	%⁵		0.17	%⁶		0.37	%⁷		15.19	%⁷


TARGET 2040 SERIES CLASS I	FOR THE YEARS ENDED
TARGET 2040 SERIES CLASS I	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.35		$	10.16		$	10.26		$	8.83		$	7.60

Income from investment operations:
Net investment income¹		0.08			0.10			0.04			0.08			0.07
Net realized and unrealized gain on Underlying Series		2.45			0.74			0.06			1.46			1.32


Total from investment operations		2.53			0.84			0.10			1.54			1.39


Less distributions to shareholders:
From net investment income		(0.09	)		(0.11	)		(0.11	)		(0.08	)		(0.16	)
From net realized gain on investments		(0.24	)		(0.54	)		(0.09	)		(0.03	)		—


Total distributions to shareholders		(0.33	)		(0.65	)		(0.20	)		(0.11	)		(0.16	)


Net asset value - End of year	$	12.55		$	10.35		$	10.16		$	10.26		$	8.83


Net assets - End of year (000’s omitted)	$	33,545		$	20,194		$	11,298		$	1,066		$	428


Total return³		25.16	%		9.23	%		0.93	%		17.52	%		18.86	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%⁴		0.05	%⁵		0.05	%⁶		0.05	%⁷		0.05	%⁷
Net investment income		0.71	%		0.99	%		0.35	%		0.84	%		0.93	%
Series portfolio turnover⁹		13	%		24	%		19	%		4	%		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 amounts:

		0.09	%⁴		0.14	%⁵		0.18	%⁶		0.36	%⁷		18.65	%⁷

¹Calculated based on average shares outstanding during the year.

²Less than $0.01.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

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

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET 2045 SERIES CLASS K	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.01		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.03			(0.01	)
Net realized and unrealized gain on Underlying Series		2.74			1.02	³


Total from investment operations		2.77			1.01


Less distributions to shareholders:
From net investment income		(0.05	)		—


Net asset value - End of period	$	13.73		$	11.01


Net assets - End of period (000’s omitted)	$	234		$	3,320	⁴


Total return⁵		25.23	%		10.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%⁶		0.30	%^7,8
Net investment income (loss)		0.26	%		(0.30	%)⁷
Series portfolio turnover⁹		20	%		—	¹⁰

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		17.80	%⁶		3,204	%^7,8,11


TARGET 2045 SERIES CLASS R	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.99		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.01			(0.02	)
Net realized and unrealized gain on Underlying Series		2.71			1.01	³


Total from investment operations		2.72			0.99


Less distributions to shareholders:
From net investment income		(0.05	)		—


Net asset value - End of period	$	13.66		$	10.99


Net assets - End of period (000’s omitted)	$	618		$	110	⁴


Total return⁵		24.87	%		9.90	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%⁶		0.55	%^7,8
Net investment income (loss)		0.11	%		(0.55	%)⁷
Series portfolio turnover⁹		20	%		—	¹⁰

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		9.07	%⁶		8,326	%^7,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

⁷Annualized.

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

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

¹⁰Less than 1%.

¹¹The 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


TARGET 2045 SERIES CLASS C	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.01		$	10.00

Income (loss) from investment operations:
Net investment loss²		(0.06	)		(0.04	)
Net realized and unrealized gain on Underlying Series		2.74			1.05	³


Total from investment operations		2.68			1.01


Less distributions to shareholders:
From net investment income		(0.03	)		—


Net asset value - End of period	$	13.66		$	11.01


Net assets - End of period (000’s omitted)	$	452		$	11,388	⁴


Total return⁵		24.40	%		10.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%⁶		1.05	%^7,8
Net investment loss		(0.48	%)		(1.05	%)⁷
Series portfolio turnover⁹		20	%		—	¹⁰

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		23.55	%⁶		2,985	%^7,8,11


TARGET 2045 SERIES CLASS I	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.01		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.06			—	¹²
Net realized and unrealized gain on Underlying Series		2.74			1.01	³


Total from investment operations		2.80			1.01


Less distributions to shareholders:
From net investment income		(0.06	)		—


Net asset value - End of period	$	13.75		$	11.01


Net assets - End of period (000’s omitted)	$	1,983		$	214	⁴


Total return⁵		25.58	%		10.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%⁶		0.05	%^7,8
Net investment income (loss)		0.46	%		(0.05	%)⁷
Series portfolio turnover⁹		20	%		—	¹⁰

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		6.82	%⁶		7,036	%^7,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

⁷Annualized.

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

⁹Reflects activity of the Series and does not include the activity of the Underlying Series.

¹⁰Less than 1%.

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

¹²Less than $0.01.

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

Financial Highlights


TARGET 2050 SERIES CLASS K	FOR THE YEARS ENDED
TARGET 2050 SERIES CLASS K	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.81		$	10.20		$	10.22		$	8.85		$	7.58

Income (loss) from investment operations:
Net investment income (loss)¹		0.05			0.07			0.09			0.03			(0.02	)
Net realized and unrealized gain (loss) on Underlying Series		2.74			0.81			(0.01	)		1.48			1.52


Total from investment operations		2.79			0.88			0.08			1.51			1.50


Less distributions to shareholders:
From net investment income		(0.05	)		(0.08	)		(0.08	)		(0.06	)		(0.23	)
From net realized gain on investments		(0.03	)		(0.19	)		(0.02	)		(0.08	)		—


Total distributions to shareholders		(0.08	)		(0.27	)		(0.10	)		(0.14	)		(0.23	)


Net asset value - End of year	$	13.52		$	10.81		$	10.20		$	10.22		$	8.85


Net assets - End of year (000’s omitted)	$	36,591		$	24,759		$	18,293		$	15,242		$	1,047


Total return²		25.99	%		9.07	%		0.76	%		17.16	%		20.71	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%³		0.30	%⁴		0.30	%⁴		0.30	%^5,6		0.30	%⁵
Net investment income (loss)		0.37	%		0.69	%		0.82	%		0.28	%		(0.24	%)
Series portfolio turnover⁷		5	%		5	%		10	%		3	%		46	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.26	%³		0.43	%⁴		0.54	%⁴		1.07	%⁵		25.10	%⁵


TARGET 2050 SERIES CLASS R	FOR THE YEARS ENDED
TARGET 2050 SERIES CLASS R	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.74		$	10.14		$	10.16		$	8.82		$	7.58

Income (loss) from investment operations:
Net investment income (loss)¹		0.01			0.05			0.06			0.03			(0.05	)
Net realized and unrealized gain on Underlying Series		2.73			0.80			—	⁸		1.44			1.52


Total from investment operations		2.74			0.85			0.06			1.47			1.47


Less distributions to shareholders:
From net investment income		(0.02	)		(0.06	)		(0.06	)		(0.05	)		(0.23	)
From net realized gain on investments		(0.03	)		(0.19	)		(0.02	)		(0.08	)		—


Total distributions to shareholders		(0.05	)		(0.25	)		(0.08	)		(0.13	)		(0.23	)


Net asset value - End of year	$	13.43		$	10.74		$	10.14		$	10.16		$	8.82


Net assets - End of year (000’s omitted)	$	5,022		$	3,448		$	2,686		$	2,154		$	601


Total return²		25.69	%		8.75	%		0.56	%		16.85	%		20.31	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%³		0.55	%⁴		0.55	%⁴		0.53	%^5,6		0.55	%⁵
Net investment income (loss)		0.11	%		0.45	%		0.55	%		0.27	%		(0.50	%)
Series portfolio turnover⁷		5	%		5	%		10	%		3	%		46	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.26	%³		0.43	%⁴		0.54	%⁴		1.44	%⁵		242.05	%⁵

¹Calculated based on average shares outstanding during the year.

³Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.84%.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85%.

⁷Reflects activity of the Series and does not include the activity of the Underlying Series.

⁸Less than $0.01.

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

Financial Highlights


TARGET 2050 SERIES CLASS C	FOR THE YEARS ENDED
TARGET 2050 SERIES CLASS C	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.60		$	10.02		$	10.08		$	8.75		$	7.55

Income (loss) from investment operations:
Net investment income (loss)¹		(0.04	)		—	²		0.01			(0.04	)		(0.06	)
Net realized and unrealized gain (loss) on Underlying Series		2.68			0.80			(0.01	)		1.46			1.49


Total from investment operations		2.64			0.80			—			1.42			1.43


Less distributions to shareholders:
From net investment income		—			(0.03	)		(0.04	)		(0.01	)		(0.23	)
From net realized gain on investments		(0.03	)		(0.19	)		(0.02	)		(0.08	)		—


Total distributions to shareholders		(0.03	)		(0.22	)		(0.06	)		(0.09	)		(0.23	)


Net asset value - End of year	$	13.21		$	10.60		$	10.02		$	10.08		$	8.75


Net assets - End of year (000’s omitted)	$	1,409		$	1,074		$	948		$	843		$	99


Total return³		25.02	%		8.29	%		(0.06	%)		16.34	%		19.84	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%⁴		1.05	%⁵		1.05	%⁵		1.02	%^6,7		1.05	%⁶
Net investment income (loss)		(0.37	%)		(0.01	%)		0.09	%		(0.44	%)		(0.71	%)
Series portfolio turnover⁸		5	%		5	%		10	%		3	%		46	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.26	%⁴		0.43	%⁵		0.55	%⁵		1.23	%⁶		73.45	%⁶


TARGET 2050 SERIES CLASS I	FOR THE YEARS ENDED
TARGET 2050 SERIES CLASS I	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.88		$	10.26		$	10.28		$	8.90		$	7.60

Income from investment operations:
Net investment income¹		0.07			0.09			0.03			0.07			0.16
Net realized and unrealized gain on Underlying Series		2.76			0.83			0.08			1.47			1.37


Total from investment operations		2.83			0.92			0.11			1.54			1.53


Less distributions to shareholders:
From net investment income		(0.08	)		(0.11	)		(0.11	)		(0.08	)		(0.23	)
From net realized gain on investments		(0.03	)		(0.19	)		(0.02	)		(0.08	)		—


Total distributions to shareholders		(0.11	)		(0.30	)		(0.13	)		(0.16	)		(0.23	)


Net asset value - End of year	$	13.60		$	10.88		$	10.26		$	10.28		$	8.90


Net assets - End of year (000’s omitted)	$	9,042		$	4,016		$	2,121		$	129		$	79


Total return³		26.21	%		9.39	%		0.98	%		17.40	%		21.07	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%⁴		0.05	%⁵		0.05	%⁵		0.05	%⁶		0.05	%⁶
Net investment income		0.57	%		0.89	%		0.25	%		0.76	%		2.07	%
Series portfolio turnover⁸		5	%		5	%		10	%		3	%		46	%

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.26	%⁴		0.43	%⁵		0.57	%⁵		1.90	%⁶		141.53	%⁶

¹Calculated based on average shares outstanding during the year.

²Less than $0.01.

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85%.

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

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

Financial Highlights


TARGET 2055 SERIES CLASS K	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.04		$	10.00

Income (loss) from investment operations:
Net investment loss²		(0.02	)		(0.01	)
Net realized and unrealized gain on Underlying Series		2.86			1.05


Total from investment operations		2.84			1.04


Less distributions to shareholders:
From net investment income		(0.03	)		—


Net asset value - End of period	$	13.85		$	11.04


Net assets - End of period (000’s omitted)	$	208		$	214	³


Total return⁴		25.79	%		10.40	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.30	%⁵		0.30	%^6,7
Net investment loss		(0.17	%)		(0.30	%)⁶
Series portfolio turnover⁸		605	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		62.25	%⁵		19,197	%^6,7,10


TARGET 2055 SERIES CLASS R	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.03		$	10.00

Income (loss) from investment operations:
Net investment loss²		(0.01	)		(0.02	)
Net realized and unrealized gain on Underlying Series		2.77			1.05


Total from investment operations		2.76			1.03


Less distributions to shareholders:
From net investment income		(0.02	)		—


Net asset value - End of period	$	13.77		$	11.03


Net assets - End of period (000’s omitted)	$	51		$	110	³


Total return⁴		25.01	%		10.30	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.55	%⁵		0.55	%^6,7
Net investment loss		(0.07	%)		(0.55	%)⁶
Series portfolio turnover⁸		605	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		129.56	%⁵		19,015	%^6,7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%. ⁶Annualized.

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

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹The Series had no portfolio turnover for the period.

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


TARGET 2055 SERIES CLASS C	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.01		$	10.00

Income (loss) from investment operations:
Net investment loss²		(0.05	)		(0.04	)
Net realized and unrealized gain on Underlying Series		2.76			1.05


Total from investment operations		2.71			1.01


Net asset value - End of period	$	13.72		$	11.01


Net assets - End of period	$	660	³	$	110	³


Total return⁴		24.61	%		10.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.05	%⁵		1.05	%^6,7
Net investment loss		(0.37	%)		(1.05	%)⁶
Series portfolio turnover⁸		605	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		1,278.30	%⁷		19,016	%^6,7,10


TARGET 2055 SERIES CLASS I	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 6/25/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.05		$	10.00

Income (loss) from investment operations:
Net investment loss²		—	¹¹		—	¹¹
Net realized and unrealized gain (loss) on Underlying Series		2.94			1.05


Total from investment operations		2.94			1.05


Less distributions to shareholders:
From net investment income		(0.05	)		—


Net asset value - End of period	$	13.94		$	11.05


Net assets - End of period (000’s omitted)	$	366		$	215	³


Total return⁴		26.67	%		10.50	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.05	%⁵		0.05	%^6,7
Net investment loss		(0.03	%)		(0.05	%)⁶
Series portfolio turnover⁸		605	%		—	⁹

^* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average the expense ratios (to average net assets) would have been increased by the following amount:

		8.21	%⁷		19,201	%^6,7,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

⁶Annualized.

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

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹The Series had no portfolio turnover for the period.

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

¹¹Less than $0.01.

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

Notes to Financial Statements

1.	Organization

Target Income Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series and Target 2055 Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

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

Each Series is authorized to issue four classes of shares (Class K, R, C and I). Each class of shares is substantially the same, except that class-specific distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

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.

Notes to Financial Statements (continued)

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 October 31, 2013 in valuing the Series’ assets or liabilities carried at fair value:


	TARGET INCOME SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	73,657,195	$	73,657,195	$	—	$	—

Total assets	$	73,657,195	$	73,657,195	$	—	$	—


	TARGET 2010 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	51,593,934	$	51,593,934	$	—	$	—

Total assets	$	51,593,934	$	51,593,934	$	—	$	—


	TARGET 2015 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	5,652,765	$	5,652,765	$	—	$	—

Total assets	$	5,652,765	$	5,652,765	$	—	$	—


	TARGET 2020 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	187,596,629	$	187,596,629	$	—	$	—

Total assets	$	187,596,629	$	187,596,629	$	—	$	—


	TARGET 2025 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	12,199,466	$	12,199,466	$	—	$	—

Total assets	$	12,199,466	$	12,199,466	$	—	$	—


	TARGET 2030 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	186,433,553	$	186,433,553	$	—	$	—

Total assets	$	186,433,553	$	186,433,553	$	—	$	—


	TARGET 2035 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	8,027,427	$	8,027,427	$	—	$	—

Total assets	$	8,027,427	$	8,027,427	$	—	$	—

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)


	TARGET 2040 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	118,511,374	$	118,511,374	$	—	$	—

Total assets	$	118,511,374	$	118,511,374	$	—	$	—


	TARGET 2045 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	3,284,997	$	3,284,997	$	—	$	—

Total assets	$	3,284,997	$	3,284,997	$	—	$	—


	TARGET 2050 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	52,087,531	$	52,087,531	$	—	$	—

Total assets	$	52,087,531	$	52,087,531	$	—	$	—


	TARGET 2055 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	623,221	$	623,221	$	—	$	—

Total assets	$	623,221	$	623,221	$	—	$	—

There were no Level 2 or Level 3 securities held by any of the Series as of October 31, 2012 or October 31, 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

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

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

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

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series, and Target 2050 Series tax returns remains open for the years ended October 31, 2010 through October 31, 2013. The statute of limitations on Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series, and Target 2055 Series remains open for the years ended October 31, 2012 and October 31, 2013. 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 they invest, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

Indemnifications

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.

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

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 and are reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. Effective May 2013, an Audit Committee Chair, who receives an additional annual stipend for this role, was appointed to the Fund.

The Advisor has contractually agreed, until at least February 28, 2020 for Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series, Target 2050 Series and until at least February 28, 2023 for Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series, and Target 2055 Series, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of distribution and service fees, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the Underlying Series. For the year ended October 31, 2013, the Advisor reimbursed expenses of $99,184 for Target Income Series, $104,875 for Target 2010 Series, $107,254 for Target 2015 Series, $72,668 for Target 2020 Series, $108,810 for Target 2025 Series, $74,520 for Target 2030 Series, $109,173 for Target 2035 Series, $90,348 for Target 2040 Series, $109,515 for Target 2045 Series, $109,061 for Target 2050 Series, and $108,741 for Target 2055 Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The fee rates for these Series are as follows: An annual fee related to fund accounting and administration of 0.0025% of the average daily net assets with an annual base fee of $40,500 per Target 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 year ended October 31, 2013, purchases and sales of Underlying Series were as follows:


SERIES	PURCHASES		SALES
Target Income Series	$	23,224,244	$	8,867,074
Target 2010 Series	$	19,013,628	$	15,556,535
Target 2015 Series	$	6,566,294	$	1,178,714
Target 2020 Series	$	73,073,296	$	30,326,461
Target 2025 Series	$	12,567,334	$	1,109,303

Notes to Financial Statements (continued)

4.	Purchases and Sales of Securities (continued)


SERIES	PURCHASES		SALES
Target 2030 Series	$	51,904,322	$	14,175,731
Target 2035 Series	$	8,040,271	$	667,179
Target 2040 Series	$	28,303,068	$	12,964,193
Target 2045 Series	$	3,271,346	$	214,955
Target 2050 Series	$	12,672,146	$	2,254,678
Target 2055 Series	$	4,610,648	$	4,031,349

5.	Investments in Affiliated Issuers

A summary of the Series’ transactions in the shares of affiliated issuers during the year ended October 31, 2013 is set forth below:


TARGET INCOME SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend^® Conservative Term Series - Class I	$	57,123,304	$	23,224,244	$	8,867,074	$	73,657,195		6,472,513	$	1,172,767	$	3,077,979

	$	57,123,304	$	23,224,244	$	8,867,074	$	73,657,195			$	1,172,767	$	3,077,979


TARGET 2010 SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend^® Moderate Term Series - Class I	$	27,430,369	$	4,242,173	$	12,072,735	$	21,200,889		1,833,987	$	362,251	$	1,450,048
Manning & Napier Pro-Blend^® Conservative Term Series - Class I		17,955,841		14,771,455		3,483,801		30,393,045		2,670,742		453,319		660,618

	$	45,386,210	$	19,013,628	$	15,556,535	$	51,593,934			$	815,570	$	2,110,666


TARGET 2015 SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED
Manning & Napier Pro-Blend^® Extended Term Series - Class I	$	289	$	656,661	$	117,994	$	572,158		49,324	$	3,008	$	5,315
Manning & Napier Pro-Blend^® Moderate Term Series - Class I		1,631		5,909,632		1,060,720		5,080,607		439,499		24,093		32,758

	$	1,920	$	6,566,294	$	1,178,714	$	5,652,765			$	27,101	$	38,073

Notes to Financial Statements (continued)

5.	Investments in Affiliated Issuers (continued)


TARGET 2020 SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend^® Extended Term Series - Class I	$	78,122,208	$	30,751,019	$	21,926,607	$	95,344,109		8,219,320	$	1,335,758	$	5,718,319
Manning & Napier Pro-Blend^® Moderate Term Series - Class I		51,629,380		42,322,277		8,399,855		92,252,520		7,980,322		958,211		1,997,598

	$	129,751,588	$	73,073,296	$	30,326,461	$	187,596,629			$	2,293,969	$	7,715,917


TARGET 2025 SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	$	7,351	$	1,256,797	$	113,699	$	1,256,012		94,083	$	2,872	$	5,704
Manning & Napier Pro-Blend^® Extended Term Series - Class I		40,741		11,310,538		995,604		10,943,454		943,401		50,468		33,126

	$	48,092	$	12,567,334	$	1,109,303	$	12,199,466			$	53,340	$	38,830


TARGET 2030 SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	$	50,588,019	$	15,943,407	$	9,935,606	$	67,860,577		5,083,189	$	395,033	$	2,679,868
Manning & Napier Pro-Blend^® Extended Term Series - Class I		76,214,597		35,960,915		4,240,125		118,572,976		10,221,808		1,455,217		3,827,362

	$	126,802,616	$	51,904,322	$	14,175,731	$	186,433,553			$	1,850,250	$	6,507,230


TARGET 2035 SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	$	11,724	$	4,824,516	$	402,090	$	4,886,795		366,052	$	13,142	$	40,503
Manning & Napier Pro-Blend^® Extended Term Series - Class I		6,345		3,215,755		265,089		3,140,632		270,744		17,155		15,928

	$	18,069	$	8,040,271	$	667,179	$	8,027,427			$	30,297	$	56,431

Notes to Financial Statements (continued)

5.	Investments in Affiliated Issuers (continued)


TARGET 2040 SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	$	76,326,078	$	19,976,715	$	11,838,719	$	101,695,349		7,617,629	$	593,872	$	4,362,627
Manning & Napier Pro-Blend^® Extended Term Series - Class I		8,025,142		8,326,353		1,125,473		16,816,025		1,449,657		179,699		481,306

	$	84,351,220	$	28,303,068	$	12,964,193	$	118,511,374			$	773,572	$	4,843,933


TARGET 2045 SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	$	15,039	$	3,271,346	$	214,955	$	3,284,997		246,067	$	5,854	$	13,115

	$	15,039	$	3,271,346	$	214,955	$	3,284,997			$	5,854	$	13,115


TARGET 2050 SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	$	33,317,109	$	12,672,146	$	2,254,678	$	52,087,531		3,901,688	$	276,730	$	1,452,484

	$	33,317,109	$	12,672,146	$	2,254,678	$	52,087,531			$	276,730	$	1,452,484


TARGET 2055 SERIES	VALUE AT 10/31/12		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/13		SHARES HELD AT 10/31/13		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	$	650	$	4,610,648	$	4,031,349	$	623,221		46,683	$	252	$	22,982

	$	650	$	4,610,648	$	4,031,349	$	623,221			$	252	$	22,982

6.	Capital Stock Transactions

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


TARGET INCOME SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET INCOME SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		275,973		$	2,962,645			523,906		$	5,535,863			1,305,419		$	13,899,918			366,391		$	3,779,908
Reinvested		271,776			2,818,029			274,181			2,770,577			20,695			212,438			5,401			54,623
Repurchased		(442,240	)		(4,728,456	)		(685,141	)		(7,289,463	)		(446,449	)		(4,732,077	)		(64,907	)		(689,833	)

Total		105,509		$	1,052,218			112,946		$	1,016,977			879,665		$	9,380,279			306,885		$	3,144,698

Notes to Financial Statements (continued)

6.	Capital Stock Transactions (continued)


TARGET INCOME SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET INCOME SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		24,581		$	258,787			15,255		$	156,232			548,440		$	5,913,760			352,531		$	3,774,856
Reinvested		4,999			50,907			7,235			71,893			38,442			399,622			33,716			342,110
Repurchased		(13,353	)		(139,817	)		(60,384	)		(624,396	)		(144,102	)		(1,550,415	)		(181,620	)		(1,946,091	)

Total		16,227		$	169,877			(37,894	)	$	(396,271	)		442,780		$	4,762,967			204,627		$	2,170,875


TARGET 2010 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET 2010 SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		400,637		$	4,037,953			561,252		$	5,508,851			172,991		$	1,736,410			393,519		$	3,795,603
Reinvested		149,101			1,444,030			282,819			2,590,645			24,438			234,880			63,456			576,739
Repurchased		(392,987	)		(3,976,373	)		(375,458	)		(3,775,683	)		(174,629	)		(1,738,951	)		(439,620	)		(4,285,105	)

Total		156,751		$	1,505,610			468,613		$	4,323,813			22,800		$	232,339			17,355		$	87,237


TARGET 2010 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET 2010 SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		4,953		$	49,956			3,361		$	32,141			455,500		$	4,581,081			392,097		$	3,936,730
Reinvested		5,752			55,165			20,597			186,726			68,555			666,976			143,295			1,317,570
Repurchased		(54,877	)		(553,564	)		(70,074	)		(684,116	)		(263,774	)		(2,661,630	)		(277,741	)		(2,753,658	)

Total		(44,172	)	$	(448,443	)		(46,116	)	$	(465,249	)		260,281		$	2,586,427			257,651		$	2,500,642


TARGET 2015 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
TARGET 2015 SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		114,017		$	1,286,604			142		$	1,486			131,921		$	1,498,704			10		$	100
Reinvested		480			5,262			—			—			132			1,446			—			—
Repurchased		(28,176	)		(327,397	)		—	¹		(1	)		(46,118	)		(526,200	)		—			—

Total		86,321		$	964,469			142		$	1,485			85,935		$	973,950			10		$	100


TARGET 2015 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
TARGET 2015 SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		—		$	—			10		$	100			349,222		$	3,945,663			20		$	201
Reinvested		—	¹		1			—			—			1,234			13,541			—			—
Repurchased		—			—			—			—			(44,443	)		(512,137	)		—			—

Total		—		$	1			10		$	100			306,013		$	3,447,067			20		$	201

Notes to Financial Statements (continued)

6.	Capital Stock Transactions (continued)


TARGET 2020 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET 2020 SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		1,405,724		$	14,370,325			2,010,613		$	19,380,782			1,202,140		$	12,226,053			1,586,443		$	14,918,784
Reinvested		398,096			3,830,833			513,902			4,592,996			109,586			1,042,954			174,604			1,544,787
Repurchased		(899,576	)		(9,246,294	)		(1,309,313	)		(13,015,008	)		(417,909	)		(4,227,501	)		(1,409,863	)		(13,486,444	)

Total		904,244		$	8,954,864			1,215,202		$	10,958,770			893,817		$	9,041,506			351,184		$	2,977,127


TARGET 2020 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET 2020 SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		55,317		$	554,860			46,997		$	447,342			3,002,712		$	30,556,802			1,566,124		$	15,470,859
Reinvested		20,476			194,315			41,112			362,644			248,507			2,402,674			356,691			3,197,362
Repurchased		(132,868	)		(1,341,276	)		(94,108	)		(896,029	)		(715,315	)		(7,307,540	)		(428,431	)		(4,176,531	)

Total		(57,075	)	$	(592,101	)		(5,999	)	$	(86,043	)		2,535,904		$	25,651,936			1,494,384		$	14,491,690


TARGET 2025 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
TARGET 2025 SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		86,095		$	1,001,080			4,436		$	45,393			132,975		$	1,594,879			10		$	100
Reinvested		262			2,961			—			—			113			1,291			—			—
Repurchased		(33,972	)		(396,436	)		(12	)		(126	)		(10,156	)		(121,088	)		—			—

Total		52,385		$	607,605			4,424		$	45,267			122,932		$	1,475,082			10		$	100


TARGET 2025 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
TARGET 2025 SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		45,989		$	542,371			10		$	100			813,258		$	9,550,394			20		$	201
Reinvested		121			1,380			—			—			2,879			32,739			—			—
Repurchased		(3	)		(33	)		—			—			(64,273	)		(761,189	)		—			—

Total		46,107		$	543,718			10		$	100			751,864		$	8,821,944			20		$	201


TARGET 2030 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET 2030 SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		1,759,864		$	18,712,838			1,493,777		$	14,289,691			736,656		$	7,838,165			1,320,003		$	12,422,140
Reinvested		352,032			3,447,739			539,635			4,767,830			93,139			904,490			95,760			840,383
Repurchased		(858,954	)		(9,123,330	)		(1,570,157	)		(15,485,014	)		(252,154	)		(2,617,357	)		(442,838	)		(4,271,407	)

Total		1,252,942		$	13,037,247			463,255		$	3,572,507			577,641		$	6,125,298			972,925		$	8,991,116

Notes to Financial Statements (continued)

6.	Capital Stock Transactions (continued)


TARGET 2030 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET 2030 SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		34,805		$	362,635			39,988		$	378,005			2,015,816		$	21,404,933			1,811,542		$	17,853,946
Reinvested		12,077			116,662			23,588			205,832			208,959			2,063,738			307,186			2,731,694
Repurchased		(50,469	)		(522,406	)		(46,351	)		(431,851	)		(459,084	)		(4,903,004	)		(345,996	)		(3,330,007	)

Total		(3,587	)	$	(43,109	)		17,225		$	151,986			1,765,691		$	18,565,667			1,772,732		$	17,255,633


TARGET 2035 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
TARGET 2035 SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		53,291		$	653,380			1,377		$	15,234			94,539		$	1,177,996			10		$	100
Reinvested		137			1,620			—			—			156			1,871			—			—
Repurchased		(19,624	)		(249,247	)		—	¹		(1	)		(6,235	)		(79,378	)		—			—

Total		33,804		$	405,753			1,377		$	15,233			88,460		$	1,100,489			10		$	100


TARGET 2035 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
TARGET 2035 SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		4,959		$	60,539			248		$	2,743			515,417		$	6,290,834			19		$	201
Reinvested		12			137			—			—			1,483			17,671			—			—
Repurchased		—	¹		—			—			—			(39,803	)		(508,185	)		—			—

Total		4,971		$	60,676			248		$	2,743			477,097		$	5,800,320			19		$	201


TARGET 2040 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET 2040 SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		872,659		$	9,913,864			1,506,199		$	14,907,962			355,107		$	4,050,027			984,101		$	9,596,688
Reinvested		149,568			1,552,151			249,919			2,251,557			29,038			298,983			81,216			726,846
Repurchased		(585,655	)		(6,630,381	)		(719,680	)		(7,230,770	)		(250,580	)		(2,722,816	)		(1,051,750	)		(10,338,754	)

Total		436,572		$	4,835,634			1,036,438		$	9,928,749			133,565		$	1,626,194			13,567		$	(15,220	)


TARGET 2040 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET 2040 SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		16,194		$	181,040			10,695		$	105,115			1,011,850		$	11,639,779			981,605		$	9,832,649
Reinvested		2,322			23,642			5,069			44,909			64,845			678,591			110,490			1,001,120
Repurchased		(9,575	)		(111,719	)		(5,277	)		(50,777	)		(353,794	)		(4,077,145	)		(253,542	)		(2,533,501	)

Total		8,941		$	92,963			10,487		$	99,247			722,901		$	8,241,225			838,553		$	8,300,268

Notes to Financial Statements (continued)

6.	Capital Stock Transactions (continued)


TARGET 2045 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
TARGET 2045 SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		17,022		$	213,340			302		$	3,355			52,367		$	664,963			10		$	100
Reinvested		18			224			—			—			54			659			—			—
Repurchased		(313	)		(4,052	)		—			—			(7,209	)		(93,880	)		—			—

Total		16,727		$	209,512			302		$	3,355			45,212		$	571,742			10		$	100


TARGET 2045 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
TARGET 2045 SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		32,028		$	409,071			1,034		$	11,591			158,160		$	2,046,100			19		$	201
Reinvested		20			236			—			—			123			1,504			—			—
Repurchased		(8	)		(103	)		—			—			(14,030	)		(180,450	)		—			—

Total		32,040		$	409,204			(19,832	)	$	(206,853	)		144,253		$	1,867,154			19		$	201


TARGET 2050 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET 2050 SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		574,428		$	7,085,087			565,247		$	5,828,317			116,873		$	1,417,312			157,352		$	1,605,004
Reinvested		17,275			193,602			52,848			499,785			1,598			17,657			6,696			62,927
Repurchased		(175,005	)		(2,163,413	)		(121,449	)		(1,252,984	)		(65,481	)		(770,223	)		(108,141	)		(1,102,425	)

Total		416,698		$	5,115,276			496,646		$	5,075,118			52,990		$	664,746			55,907		$	565,506


TARGET 2050 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
TARGET 2050 SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		15,097		$	181,691			9,232		$	94,278			386,147		$	4,825,339			198,566		$	2,055,819
Reinvested		307			3,357			2,119			19,686			3,958			45,064			7,836			74,728
Repurchased		(10,090	)		(120,703	)		(4,618	)		(47,775	)		(94,611	)		(1,170,544	)		(43,958	)		(461,072	)

Total		5,314		$	64,345			6,733		$	66,189			295,494		$	3,699,859			162,444		$	1,669,475


TARGET 2055 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12						FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
TARGET 2055 SERIES:	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		15,016		$	196,533			20		$	201			3,977		$	50,368			10		$	100
Reinvested		—	¹		1			—			—			—			—			—			—
Repurchased		(22	)		(275	)		—			—			(310	)		(3,983	)		—			—

Total		14,994		$	196,259			20		$	201			3,667		$	46,385			10		$	100

Notes to Financial Statements (continued)

6.	Capital Stock Transactions (continued)


TARGET 2055 SERIES:	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12				FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
TARGET 2055 SERIES:	CLASS C SHARES			AMOUNTS			CLASS C SHARES		AMOUNTS		CLASS I SHARES			AMOUNTS			CLASS I SHARES		AMOUNTS
Sold		103		$	1,324			10	$	100		350,429		$	4,364,757			19	$	201
Reinvested		—			—			—		—		—	¹		1			—		—
Repurchased		(65	)		(854	)		—		—		(324,175	)		(4,025,864	)		—		—

Total		38		$	470			10	$	100		26,254		$	338,894			19	$	201

¹	Less than 1 share.

The following table represents instances at October 31, 2013, where a shareholder account owned greater than 10% of a Series:


SERIES	NUMBER OF ACCOUNTS OVER 10%		SHARES OWNED		PERCENTAGE OF SERIES SHARES OUTSTANDING			VALUE
Target Income Series		2		4,821,771		71.9	%	$	52,920,809
Target 2010 Series		3		2,751,980		55.8	%	$	28,783,631
Target 2015 Series		4		411,607		86.0	%	$	4,865,554
Target 2020 Series		3		7,110,797		40.9	%	$	76,805,801
Target 2025 Series		2		674,123		68.9	%	$	8,406,314
Target 2030 Series		3		7,844,914		48.0	%	$	89,572,898
Target 2035 Series		2		457,250		75.5	%	$	6,058,560
Target 2040 Series		3		4,890,013		51.5	%	$	61,060,169
Target 2045 Series		2		130,301		54.4	%	$	1,791,643
Target 2050 Series		1		2,186,546		56.8	%	$	29,562,109
Target 2055 Series		4		36,307		80.7	%	$	505,198

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 fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2013.

8.	Federal Income Tax Information

Notes to Financial Statements (continued)

8.	Federal Income Tax Information (continued)

Capital by $1 and $1, increase Undistributed Net Investment Income by $947,178 and $67,050, and reduce Accumulated Net Realized Gain on Investments by $947,177 and $67,049 for Target 2020 Series and Target 2040 Series, respectively. The reclassifications relate primarily to distributions from investments in the Underlying Series. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions were as follows:


	TARGET INCOME SERIES		TARGET 2010 SERIES		TARGET 2015 SERIES		TARGET 2020 SERIES		TARGET 2025 SERIES		TARGET 2030 SERIES
Ordinary income (2013)	$	1,284,458	$	927,301	$	20,248	$	2,826,667	$	38,371	$	2,079,791
Ordinary income (2012)	$	1,189,096	$	1,041,963	$	—	$	2,318,608	$	—	$	1,711,147
Long-term capital gain (2013)	$	2,218,454	$	1,483,511	$	—	$	4,692,366	$	—	$	4,462,597
Long-term capital gain (2012)	$	2,080,550	$	3,648,840	$	—	$	7,434,151	$	—	$	6,848,036


	TARGET 2035 SERIES		TARGET 2040 SERIES		TARGET 2045 SERIES		TARGET 2050 SERIES		TARGET 2055 SERIES
Ordinary income (2013)	$	21,299	$	607,172	$	2,622	$	150,667	$	—
Ordinary income (2012)	$	—	$	573,079	$	—	$	201,473	$	—
Long-term capital gain (2013)	$	—	$	1,953,285	$	—	$	109,425	$	—
Long-term capital gain (2012)	$	—	$	3,458,276	$	—	$	457,209	$	—

At October 31, 2013, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:


	TARGET INCOME SERIES			TARGET 2010 SERIES			TARGET 2015 SERIES		TARGET 2020 SERIES			TARGET 2025 SERIES			TARGET 2030 SERIES
Cost for federal income tax purposes	$	67,320,942		$	47,938,850		$	5,427,455	$	170,420,827		$	11,540,407		$	160,043,957
Unrealized appreciation	$	6,338,392		$	3,658,112		$	225,310	$	17,303,834		$	659,124		$	26,802,418
Unrealized depreciation		(2,139	)		(3,028	)		—		(128,032	)		(65	)		(412,822	)

Net unrealized appreciation	$	6,336,253		$	3,655,084		$	225,310	$	17,175,802		$	659,059		$	26,389,596

Undistributed ordinary income		55,670			48,191			40,966		132,217			43,588			1,100,206
Undistributed long-term capital gains		2,801,797			1,873,647			69		6,768,045			1,828			4,866,493


	TARGET 2035 SERIES		TARGET 2040 SERIES		TARGET 2045 SERIES		TARGET 2050 SERIES			TARGET 2055 SERIES
Cost for federal income tax purposes	$	7,445,609	$	96,215,314	$	3,084,267	$	41,314,686		$	603,009
Unrealized appreciation	$	581,818	$	22,296,060	$	200,730	$	10,773,150		$	20,357
Unrealized depreciation		—		—		—		(305	)		(145	)

Net unrealized appreciation	$	581,818	$	22,296,060	$	200,730	$	10,772,845		$	20,212

Undistributed ordinary income		58,415		92,278		12,536		3,455			22,814
Undistributed long-term capital gains		2,011		4,711,257		486		1,451,674			19
Capital loss carryover		—		—		—		1,009			—

At October 31, 2013, Target 2050 Series had a capital loss carryover of $1,009, which is subject to limitations under Section 382-384 of the Internal Revenue Code, and is available to the extent allowed by tax law to offset future net capital gains, if any, which will expire on October 31, 2017.

Target 2040 Series and Target 2050 Series utilized $61 and $675, respectively, in capital loss carryovers in the current year.

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of –Target Income Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series and Target 2055 Series:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series (each a series of Manning & Napier Fund, Inc.) at October 31, 2013, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, and the financial position of Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series and Target 2055 Series (each a series of Manning & Napier Fund, Inc., hereafter collectively referred to as the “Series”) at October 31, 2013, the results of each of their operations for the year then ended, and the changes in each of their net assets and the financial highlights for the year then ended and for the period June 25, 2012 (commencement of operations) through October 31, 2012, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

LOGO

New York, New York

December 18, 2013

Supplemental Tax Information

(unaudited)

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

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


*Series*	*QDI*
Target Income Series	$	327,365
Target 2010 Series		280,271
Target 2015 Series		8,772
Target 2020 Series		1,274,983
Target 2025 Series		23,539
Target 2030 Series		1,054,401
Target 2035 Series		11,630
Target 2040 Series		285,925
Target 2045 Series		1,732
Target 2050 Series		81,894
Target 2055 Series		—

For corporate shareholders, the percentage of investment income (dividend income plus short-term gain, if any) that qualifies for the dividends received deduction (DRD) for the current fiscal year is as follows:


*Series*	*DRD%*
Target Income Series		16.08	%
Target 2010 Series		17.56	%
Target 2015 Series		7.66	%
Target 2020 Series		24.84	%
Target 2025 Series		15.83	%
Target 2030 Series		20.25	%
Target 2035 Series		8.04	%
Target 2040 Series		33.59	%
Target 2045 Series		6.28	%
Target 2050 Series		33.83	%
Target 2055 Series		—	%

The Series designate Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Code for the fiscal year ended October 31, 2013 as follows:


*Series*
Target Income Series	$	5,020,685
Target 2010 Series		3,357,537
Target 2015 Series		69
Target 2020 Series		11,461,106
Target 2025 Series		1,828
Target 2030 Series		9,330,109
Target 2035 Series		2,011
Target 2040 Series		6,664,961
Target 2045 Series		486
Target 2050 Series		1,561,234
Target 2055 Series		19

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer
Name:		B. Reuben Auspitz*
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		73
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		67
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009)

Directors’ and Officers’ Information

(unaudited)


Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Chester N. Watson
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Officers
Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Elizabeth Craig
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		26
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2011
Principal Occupation(s) During Past 5 Years:		Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

Directors’ and Officers’ Information

(unaudited)


Officers (continued)
Name:		Christine Glavin
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		45
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Richard Yates
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		48
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹& Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

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)

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

MNTGT-10/13-AR

LOGO

DIVIDEND FOCUS SERIES

www.manning-napier.com

Dividend Focus Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Dividend Focus Series

Fund Commentary

(unaudited)

Investment Objective

Through a quantitative investment approach, the Series seeks to provide competitive returns consistent with the broad equity market while also providing a level of capital protection during market downturns. The Series is designed to offer a diversified portfolio of dividend-paying equity securities. Stocks are selected based on attractive free cash flow yield, dividend yield competitive to that of the broad equity market, low probability of experiencing financial distress, and likely ability to maintain their dividend.

Performance Commentary

U.S. equity markets delivered strong positive returns over the course of the last year. For the twelve-month period ended October 31, 2013, the Russell 3000 Index returned 28.99%. During that time, value stocks performed in line with growth stocks; the Russell 1000 Value Index returned 28.29% versus a return of 28.30% for the Russell 1000 Growth Index. The Dividend Focus Series Class S also delivered strong positive returns for the same time period, returning 21.70%. However, the Series trailed both the Russell 3000 and the Russell 1000 Value and Growth Indices over the Series’ fiscal year.

The Series’ relative underperformance as compared to the Russell 1000 Value Index was primarily driven by individual equity holdings, while the aggregate impact of sector allocation decisions contributed positively to relative returns. Regarding stock selection, certain investments in Consumer Staples, Information Technology, and Consumer Discretionary were the largest detractors from relative returns. The negative impacts of these selections were partially offset by certain investments in Industrials and Telecommunication Services, which made modestly positive contributions to relative returns. With respect to sector allocation decisions as compared to the benchmark, an underweight to Utilities, as well as an overweight to Information Technology and Industrials, aided relative returns. Conversely, as compared to the benchmark, a significant underweight to Financials challenged relative returns. At the conclusion of the twelve-month period, the Series was most heavily weighted to Health Care and Consumer Staples, while the Series maintained minimal exposure to Utilities and Financials.

Within the Series, we will continue to focus on identifying and investing in companies that meet our strict criteria, both from a fundamental point of view and regarding price. In doing so, we will pursue opportunities for our clients to generate stable income with the potential for capital appreciation. Importantly, our approach will continue to emphasize risk management as a critical component in managing the Series. Despite today’s challenging slow growth environment, we believe that this approach can help our clients to achieve their long-term investment objectives.

Please see the next page for additional performance information as of October 31, 2013.

All investments involve risks, including possible loss of principal. As with any stock fund, the value of your investment will fluctuate in response to stock market movements. Investing in the Series will also involve a number of other risks, including issuer-specific risk, foreign investment risk, and mid-cap risk. In addition, because the Advisor manages the Series with a quantitative approach, the Series is subject to the additional risk that the investment approach may not be successful. Further, the Advisor does not intend to make frequent changes to the Series’ portfolio in response to market movements.

Dividend Focus Series

Performance Update as of October 31, 2013

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Dividend Focus Series - Class I³	22.02%	14.40%
Manning & Napier Fund, Inc. - Dividend Focus Series - Class S^3,4	21.70%	14.11%
Russell 1000^® Value Index⁵	28.29%	15.01%
Standard & Poor’s (S&P) 500 Total Return Index⁶	27.18%	16.12%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Dividend Focus Series - Class I from its inception²(November 7, 2008) to present (October 31, 2013) to the Russell 1000^® Value Index and the S&P 500 Total Return Index.

LOGO

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

3The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this annualized net expense ratio was 0.81% for Class S and 0.56% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.81% for Class S and 0.56% for Class I for the year ended October 31, 2013.

⁴For periods through March 1, 2012 (the inception date of the Class S shares), performance for the Class S shares is hypothetical and is based on the historical performance of the Class I shares adjusted for the Class S shares’ charges and expenses.

⁵The Russell 1000^® Value Index is an unmanaged, market capitalization-weighted index consisting of those Russell 1000^® companies with lower price-to-book ratios and lower forecasted growth values. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg.

⁶The S&P 500 Total Return Index is an unmanaged, capitalization-weighted measure of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange, and the Over-the-Counter market. The Index returns assume daily reinvestment of dividends and do not reflect any fees or expenses. Index returns provided by Bloomberg.

Dividend Focus 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 (May 1, 2013 to October 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes

The second line of each Class in 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 a 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 second line for each Class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD* 5/1/13-10/31/13	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,067.00	$4.17	0.80%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.17	$4.08	0.80%
Class I
Actual	$1,000.00	$1,067.80	$2.87	0.55%
Hypothetical (5% return before expenses)	$1,000.00	$1,022.43	$2.80	0.55%

*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 184/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which are based on one-year data.

Dividend Focus Series

Portfolio Composition as of October 31, 2013

(unaudited)

LOGO

Dividend Focus Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 97.7%

Consumer Discretionary - 6.2%
Auto Components - 0.3%
Magna International, Inc. (Canada)		5,391	$	456,618

Distributors - 0.2%
Genuine Parts Co.		4,412		347,798

Hotels, Restaurants & Leisure - 1.8%
McDonald’s Corp.		30,835		2,976,194

Leisure Equipment & Products - 0.2%
Mattel, Inc.		9,345		414,638

Media - 0.8%
Pearson plc - ADR (United Kingdom)		21,253		446,313
Thomson Reuters Corp. (Canada)		24,524		921,367

				1,367,680

Multiline Retail - 0.6%
Target Corp.		14,809		959,475

Specialty Retail - 2.3%
The Home Depot, Inc.		44,496		3,465,793
L Brands, Inc.		7,511		470,264

				3,936,057

Total Consumer Discretionary				10,458,460

Consumer Staples - 20.9%
Beverages - 5.9%
The Coca-Cola Co.		124,991		4,945,894
Diageo plc - ADR (United Kingdom)		10,447		1,332,933
PepsiCo, Inc.		44,448		3,737,632

				10,016,459

Food & Staples Retailing - 4.3%
Sysco Corp.		17,550		567,567
Walgreen Co.		18,214		1,078,997
Wal-Mart Stores, Inc.		74,236		5,697,613

				7,344,177

Food Products - 2.8%
Archer-Daniels-Midland Co.		14,797		605,197
ConAgra Foods, Inc.		9,384		298,505
General Mills, Inc.		17,447		879,678
The J.M. Smucker Co.		3,100		344,751
Kellogg Co.		9,772		618,079
Unilever plc - ADR (United Kingdom)		50,232		2,038,917

				4,785,127

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

Dividend Focus Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Household Products - 4.6%
Colgate-Palmolive Co.		21,708	$	1,405,159
Kimberly-Clark Corp.		10,640		1,149,120
The Procter & Gamble Co.		64,478		5,206,599

				7,760,878

Tobacco - 3.3%
Lorillard, Inc.		11,386		580,800
Philip Morris International, Inc.		50,453		4,496,371
Reynolds American, Inc.		9,034		464,077

				5,541,248

Total Consumer Staples				35,447,889


Energy - 15.1%
Oil, Gas & Consumable Fuels - 15.1%
Chevron Corp.		49,632		5,953,855
ConocoPhillips		37,346		2,737,462
Exxon Mobil Corp.		69,439		6,223,123
Marathon Oil Corp.		14,983		528,301
Occidental Petroleum Corp.		17,416		1,673,329
Royal Dutch Shell plc - ADR (Netherlands)		66,157		4,410,026
Statoil ASA - ADR (Norway)		78,490		1,854,719
Total S.A. - ADR (France)		37,260		2,279,567

Total Energy				25,660,382


Financials - 0.7%
Diversified Financial Services - 0.3%
McGraw-Hill Financial, Inc.		8,235		573,815

Insurance - 0.4%
Marsh & McLennan Companies, Inc.		15,022		688,008

Total Financials				1,261,823


Health Care - 23.6%
Health Care Equipment & Supplies - 1.6%
Baxter International, Inc.		13,935		917,898
Becton, Dickinson and Co.		4,610		484,649
Medtronic, Inc.		22,950		1,317,330

				2,719,877

Health Care Providers & Services - 0.3%
Cardinal Health, Inc.		8,021		470,512

Pharmaceuticals - 21.7%
AbbVie, Inc.		38,970		1,888,097
AstraZeneca plc - ADR (United Kingdom)		36,560		1,932,562
Bristol-Myers Squibb Co.		46,289		2,431,098

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

Dividend Focus Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Eli Lilly & Co.		31,715	$	1,580,041
GlaxoSmithKline plc - ADR (United Kingdom)		74,520		3,921,988
Johnson & Johnson		74,168		6,868,698
Merck & Co., Inc.		80,780		3,642,370
Novartis AG - ADR (Switzerland)		60,695		4,706,897
Pfizer, Inc.		196,290		6,022,177
Sanofi - ADR (France)		61,790		3,304,529
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		13,028		483,209

				36,781,666

Total Health Care				39,972,055


Industrials - 13.9%
Aerospace & Defense - 5.4%
The Boeing Co.		16,086		2,099,223
General Dynamics Corp.		8,321		720,848
Honeywell International, Inc.		19,858		1,722,284
Lockheed Martin Corp.		4,897		652,966
Northrop Grumman Corp.		6,535		702,578
Raytheon Co.		8,141		670,574
United Technologies Corp.		23,784		2,527,050

				9,095,523

Commercial Services & Supplies - 0.3%
Waste Management, Inc.		13,252		576,992

Electrical Equipment - 1.8%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		65,161		1,659,651
Emerson Electric Co.		21,164		1,417,353

				3,077,004

Industrial Conglomerates - 4.0%
3M Co.		20,555		2,586,847
Koninklijke Philips Electronics N.V. - NY Shares (Netherlands)		28,530		1,010,247
Siemens AG - ADR (Germany)		24,209		3,098,994

				6,696,088

Machinery - 1.7%
Caterpillar, Inc.		10,844		903,956
Deere & Co.		8,058		659,467
Illinois Tool Works, Inc.		13,290		1,047,119
Stanley Black & Decker, Inc.		3,699		292,554

				2,903,096

Road & Rail - 0.7%
CSX Corp.		20,939		545,670

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

Dividend Focus Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Road & Rail (continued)
Norfolk Southern Corp.		7,415	$	637,838

				1,183,508

Total Industrials				23,532,211


Information Technology - 14.3%
Communications Equipment - 1.9%
Cisco Systems, Inc.		87,587		1,970,707
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		109,358		1,311,202

				3,281,909

Computers & Peripherals - 3.6%
Apple, Inc.		9,603		5,016,127
Hewlett-Packard Co.		42,764		1,042,159

				6,058,286

Electronic Equipment, Instruments & Components - 0.3%
TE Connectivity Ltd. - ADR (Switzerland)		9,480		488,125

IT Services - 1.2%
Accenture plc - Class A		14,259		1,048,037
Automatic Data Processing, Inc.		13,603		1,019,817

				2,067,854

Office Electronics - 0.6%
Canon, Inc. - ADR (Japan)		34,319		1,083,451

Semiconductors & Semiconductor Equipment - 2.9%
Analog Devices, Inc.		6,952		342,734
Intel Corp.		144,737		3,535,925
Texas Instruments, Inc.		22,713		955,763

				4,834,422

Software - 3.8%
Microsoft Corp.		179,992		6,362,717

Total Information Technology				24,176,764


Materials - 1.5%
Chemicals - 1.0%
E.I. du Pont de Nemours & Co.		27,561		1,686,733

Metals & Mining - 0.3%
Newmont Mining Corp.		7,626		207,885
Teck Resources Ltd. - Class B (Canada)		11,238		300,504

				508,389

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

Dividend Focus Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Materials (continued)
Paper & Forest Products - 0.2%
International Paper Co.		9,686	$	432,092

Total Materials				2,627,214


Telecommunication Services - 1.4%
Diversified Telecommunication Services - 0.2%
Telekomunikasi Indonesia Persero Tbk PT - ADR (Indonesia)		9,636		392,763

Wireless Telecommunication Services - 1.2%
Mobile Telesystems OJSC - ADR (Russia)		22,020		502,056
NTT DOCOMO, Inc. - ADR (Japan)		92,674		1,470,736

				1,972,792

Total Telecommunication Services				2,365,555


Utilities - 0.1%
Water Utilities - 0.1%
Cia de Saneamento Basico do Estado de Sao Paulo (SABESP) - ADR (Brazil)		18,291		194,067

TOTAL COMMON STOCKS (Identified Cost $134,612,795)				165,696,420


SHORT-TERM INVESTMENT - 2.2%

Dreyfus Cash Management, Inc. - Institutional Shares¹, 0.04%
(Identified Cost $3,840,662)		3,840,662		3,840,662


TOTAL INVESTMENTS - 99.9%
(Identified Cost $138,453,457)				169,537,082
OTHER ASSETS, LESS LIABILITIES - 0.1%				118,735

NET ASSETS - 100%			$	169,655,817

KEY:

ADR - American Depository Receipt

¹Rate shown is the current yield as of October 31, 2013.

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

Dividend Focus Series

Statement of Assets and Liabilities

October 31, 2013


ASSETS:

Investments, at value (identified cost $138,453,457) (Note 2)	$	169,537,082
Dividends receivable		161,353
Receivable for fund shares sold		50,538
Foreign tax reclaims receivable		24,730


TOTAL ASSETS		169,773,703


LIABILITIES:

Accrued management fees (Note 3)		62,892
Accrued fund accounting and administration fees (Note 3)		11,624
Accrued transfer agent fees (Note 3)		3,333
Accrued shareholder services fees (Class S) (Note 3)		2,178
Accrued Chief Compliance Officer service fees (Note 3)		407
Audit fees payable		24,725
Payable for fund shares repurchased		1,607
Other payables and accrued expenses		11,120


TOTAL LIABILITIES		117,886


TOTAL NET ASSETS	$	169,655,817


NET ASSETS CONSIST OF:

Capital stock	$	112,137
Additional paid-in-capital		134,766,737
Undistributed net investment income		466,728
Accumulated net realized gain on investments		3,226,590
Net unrealized appreciation on investments		31,083,625


TOTAL NET ASSETS	$	169,655,817


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($10,666,559/898,123 shares)	$	11.88


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($158,989,258/10,315,626 shares)	$	15.41

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

Dividend Focus Series

Statement of Operations

For the Year Ended October 31, 2013


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $137,296)	$	4,807,977


EXPENSES:

Management fees (Note 3)		678,702
Fund accounting and administration fees (Note 3)		49,543
Shareholder services fees (Class S)(Note 3)		20,557
Transfer agent fees (Note 3)		12,226
Directors’ fees (Note 3)		3,415
Chief Compliance Officer service fees (Note 3)		2,369
Custodian fees		8,056
Miscellaneous		89,054


Total Expenses		863,922


NET INVESTMENT INCOME		3,944,055


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments		3,273,507
Net change in unrealized appreciation (depreciation) on investments		22,787,788


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		26,061,295


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	30,005,350

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

Dividend Focus Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,944,055		$	3,196,455
Net realized gain on investments		3,273,507			639,201
Net change in unrealized appreciation (depreciation) on investments		22,787,788			9,123,532


Net increase from operations		30,005,350			12,959,188


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(252,541	)		(33,294	)
From net investment income (Class I)		(3,743,537	)		(2,796,819	)
From net realized gain on investments (Class S)		(33,422	)		—
From net realized gain on investments (Class I)		(601,612	)		(185,043	)


Total distributions to shareholders		(4,631,112	)		(3,015,156	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		10,391,604			44,917,699

Net increase in net assets		35,765,842			54,861,731

NET ASSETS:

Beginning of year		133,889,975			79,028,244


End of year (including undistributed net investment income of $466,728 and $518,751, respectively)	$	169,655,817		$	133,889,975

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

Dividend Focus Series

Financial Highlights - Class S


	FOR THE YEAR ENDED 10/31/13			FOR THE PERIOD 3/1/12¹TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.14		$	10.00

Income from investment operations:
Net investment income²		0.26			0.12
Net realized and unrealized gain on investments		1.89			0.23


Total from investment operations		2.15			0.35


Less distributions to shareholders:
From net investment income		(0.35	)		(0.21	)
From net realized gain on investments		(0.06	)		—


Total distributions to shareholders		(0.41	)		(0.21	)


Net asset value - End of period	$	11.88		$	10.14


Net assets - End of period (000’s omitted)	$	10,667		$	5,130


Total return³		21.70	%		3.59	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.81	%		0.86	%⁴
Net investment income		2.31	%		1.76	%⁴
Portfolio turnover		19	%		16	%

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.

Dividend Focus Series

Financial Highlights - Class I*


	FOR THE YEARS ENDED												FOR THE PERIOD 11/7/08¹TO
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.03		$	11.96		$	12.41		$	11.38		$	10.00


Income from investment operations:
Net investment income²		0.37			0.34			0.27			0.36			0.34
Net realized and unrealized gain on investments		2.45			1.05			0.88			1.02			1.22


Total from investment operations		2.82			1.39			1.15			1.38			1.56


Less distributions to shareholders:
From net investment income		(0.38	)		(0.30	)		(0.30	)		(0.35	)		(0.18	)
From net realized gain on investments		(0.06	)		(0.02	)		(1.30	)		—	³		—


Total distributions to shareholders		(0.44	)		(0.32	)		(1.60	)		(0.35	)		(0.18	)


Net asset value - End of period	$	15.41		$	13.03		$	11.96		$	12.41		$	11.38


Net assets - End of period (000’s omitted)	$	158,989		$	128,760		$	79,028		$	2,643		$	2,044


Total return⁴		22.02	%		11.77	%		10.17	%		12.32	%		15.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.56	%		0.59	%		0.60	%		0.60	%		0.60	%⁵
Net investment income		2.63	%		2.69	%		2.41	%		2.99	%		3.33	%⁵
Portfolio turnover		19	%		16	%		8	%		73	%		28	%

*Effective March 1, 2012, the shares of the Series have been designated as Class I.
**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 amounts:

		N/A			N/A			0.45	%		5.01	%		6.21	%⁵

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01 per share.

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.

Dividend Focus Series

Notes to Financial Statements

1.	Organization

Dividend Focus 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 competitive returns consistent with the broad equity market while providing a level of capital protection during market downturns through a quantitative investment approach.

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. As of October 31, 2013, 10.9 billion shares have been designated in total among 45 series, of which 100 million have been designated as Dividend Focus Series Class I common stock and 100 million have been designated as Dividend Focus Series Class S common stock.

2.	Significant Accounting Policies

Security Valuation

Dividend Focus Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 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	$	10,458,460	$	10,458,460	$	—	$	—
Consumer Staples		35,447,889		35,447,889		—		—
Energy		25,660,382		25,660,382		—		—
Financials		1,261,823		1,261,823		—		—
Health Care		39,972,055		39,972,055		—		—
Industrials		23,532,211		23,532,211		—		—
Information Technology		24,176,764		24,176,764		—		—
Materials		2,627,214		2,627,214		—		—
Telecommunication Services		2,365,555		2,365,555		—		—
Utilities		194,067		194,067		—		—
Mutual Fund		3,840,662		3,840,662		—		—

Total assets	$	169,537,082	$	169,537,082	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2012 or October 31, 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

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.

Dividend Focus Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Federal Taxes

The Series’ policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income 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.

Foreign Taxes

Distributions of Income and Gains

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

Indemnifications

Other

Dividend Focus Series

Notes to Financial Statements (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 0.45% of the Series’ average daily net assets.

The Class S shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least February 28, 2015, 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 0.60% of average daily net assets each year. For the year ended October 31, 2013, the Advisor did not waive fees or reimburse expenses for the Series. 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 year ended October 31, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $35,181,486 and $28,611,845, respectively. There were no purchases or sales of U.S. Government securities.

Dividend Focus Series

Notes to Financial Statements (continued)

5.	Capital Stock Transactions

Transactions in Class S and I shares of Dividend Focus Series were:


CLASS S	FOR THE YEAR ENDED 10/31/13						FOR THE PERIOD 3/1/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		877,363		$	9,728,990			516,327		$	5,190,493
Reinvested		25,748			279,952			3,094			31,412
Repurchased		(510,763	)		(5,721,259	)		(13,646	)		(135,796	)

Total		392,348		$	4,287,683			505,775		$	5,086,109


CLASS I	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,367,127		$	33,398,961			5,270,811		$	64,943,816
Reinvested		167,225			2,322,206			136,912			1,716,807
Repurchased		(2,097,414	)		(29,617,246	)		(2,136,276	)		(26,829,033	)

Total		436,938		$	6,103,921			3,271,447		$	39,831,590

At October 31, 2013, one shareholder account owned 4,333,689 shares of the Series (38.6% of shares outstanding) valued at $66,782,153. In addition, the retirement plan of the Advisor and its affiliates owned 159,601 shares of the Series (1.4% of shares outstanding) valued at $2,459,458. Investment activities of these shareholders may have a material effect on the Series.

6.	Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2013.

7.	Foreign Securities

8.	Federal Income Tax Information

Dividend Focus Series

Notes to Financial Statements (continued)

8.	Federal Income Tax Information (continued)

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

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 10/31/13		FOR THE YEAR ENDED 10/31/12
Ordinary income	$	4,475,466	$	2,842,025
Long-term capital gains		155,646		173,131

At October 31, 2013, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	138,518,219
Unrealized appreciation		32,113,485
Unrealized depreciation		(1,094,622	)

Net unrealized appreciation	$	31,018,863

Undistributed ordinary income		611,012
Undistributed long-term capital gains		3,147,068

Dividend Focus Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Dividend Focus Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

December 18, 2013

Dividend Focus Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $4,874,593 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

The Series designates $3,303,476 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2013.

Dividend Focus Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer
Name: Address:		B. Reuben Auspitz* 290 Woodcliff Drive Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		73
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		67
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009)

Dividend Focus Series

Directors’ and Officers’ Information

(unaudited)


Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee
		Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Chester N. Watson
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Officers
Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Elizabeth Craig
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		26
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2011
Principal Occupation(s) During Past 5 Years:		Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

Dividend Focus Series

Directors’ and Officers’ Information

(unaudited)


Officers (continued)
Name:		Christine Glavin
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		45
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Richard Yates
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		48
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹& Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

Dividend Focus 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)

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

MNDIV-10/13-AR

LOGO

OVERSEAS SERIES

www.manning-napier.com

Overseas Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Overseas Series

Fund Commentary

(unaudited)

Investment Objective

To maximize long-term growth by investing principally in the common stocks of companies located around the world. The Series invests primarily in foreign companies, including those in developed and emerging markets.

Performance Commentary

Global equity markets delivered strong positive performance over the twelve-month time period ended October 31, 2013. During that time, the MSCI ACWI ex USA Index (ACWIxUS) returned 20.29%. Importantly, the Series continues to provide competitive absolute and relative returns over the current international stock market cycle. With an annualized return of 11.83% over the current full cycle, the Series has outpaced the benchmark’s annualized return of 11.35%. For the one-year period ended on October 31, 2013, the Series returned 23.92%, outperforming the ACWIxUS.

The Series’ outperformance relative to the ACWIxUS was driven by stock selection, while the aggregate impact of sector allocation decisions detracted from relative returns. Regarding stock selection, certain investments in Consumer Discretionary, Materials, and Industrials contributed positively to relative returns. This was partially offset by certain investments in Energy and Health Care, both of which challenged relative returns. Similarly, a significant underweight, as compared to the benchmark, to Financials and an overweight to Energy detracted from relative returns. Conversely, an overweight allocation to Consumer Discretionary as compared to the benchmark aided relative returns.

From a regional perspective, the Series’ underweight to Emerging Markets and overweight to Europe and the Middle East as compared to the benchmark contributed positively to relative returns. However, an underweight to the Pacific region and an overweight to the Americas detracted from relative returns as compared to the benchmark. At a country-level, overweights to France and Ireland, as well as stock selections in the United Kingdom and China, aided relative returns, while stock selections in Canada and Australia and underweights to Japan and Spain challenged relative returns.

In today’s slow growth environment, we believe that consistency and flexibility are key components in managing the balance between risk and reward. To that end, we continue to consistently apply the investment strategies that we have developed and refined over the last forty-plus years. This enables us to find attractively priced companies that we believe can generate growth for our clients. Indeed, within the Series, we are focused on identifying companies that are positioned to grow meaningfully faster than the pace of growth in the broader global economy. These companies typically display stable-to-strong fundamentals and enviable competitive positions within their respective industry. We believe that in the long-term, growth-oriented companies that execute well despite the slow economic growth environment will demand a premium.

Please see the next page for additional performance information as of October 31, 2013.

The current international stock market cycle is 04/01/2003 through current.

All investments involve risks, including possible loss of principal. Funds whose investments are concentrated in foreign countries may be subject to fluctuating currency values, different accounting standards, and economic and political instability. The value of the Series may be affected by changes in exchange rates between foreign currencies and the U.S. dollar. Investments in emerging markets may be more volatile than investments in more developed markets.

Overseas Series

Performance Update as of October 31, 2013

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	TEN YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Overseas Series^3,4	23.92%	12.05%	9.66%	9.50%
MSCI ACWI ex USA Index⁵	20.29%	12.48%	8.48%	6.61%

The following graph compares the value of a $1,000,000 investment in the Manning & Napier Fund, Inc. - Overseas Series for the ten years ended October 31, 2013 to the MSCI ACWI ex USA Index.

LOGO

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 0.75%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.75% for the year ended October 31, 2013.

⁴Prior to July 10, 2002, all performance figures reflect the performance of the Exeter Trust Company Group Trust for Employee Benefit Plans: International Collective Investment Trust (the “Collective”), which was managed by Manning & Napier Advisors, Inc. (predecessor to Manning & Napier Advisors, LLC), an affiliate of the distributor, and reorganized into the Manning & Napier Fund, Inc. Overseas Series on July 10, 2002. The Collective was not open to the public generally or registered under the Investment Company Act of 1940 and the fees of the Collective were lower than the Series’ fees. Therefore, the historical performance of the Collective would have been lower if the Collective had been subject to the same fees as the Series.

⁵The MSCI ACWI ex USA Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends, thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

Overseas 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 (May 1, 2013 to October 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD* 5/1/13-10/31/13
Actual	$1,000.00	$1,103.50	$3.98
Hypothetical (5% return before expenses)	$1,000.00	$1,021.42	$3.82

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.75%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

Overseas Series

Portfolio Composition as of October 31, 2013

(unaudited)

LOGO

Overseas Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 96.2%

Consumer Discretionary - 15.2%
Automobiles - 1.9%
Toyota Motor Corp. (Japan)¹		756,700	$	49,063,060

Diversified Consumer Services - 0.7%
Anhanguera Educacional Participacoes S.A. (Brazil)		3,156,420		18,880,470

Hotels, Restaurants & Leisure - 3.0%
Accor S.A. (France)¹		1,803,850		80,625,100

Internet & Catalog Retail - 0.8%
Ocado Group plc (United Kingdom)*¹		3,123,638		21,736,797

Media - 5.3%
British Sky Broadcasting Group plc (United Kingdom)¹		5,084,020		76,387,897
Grupo Televisa S.A.B. - ADR (Mexico)		493,387		15,018,700
ProSiebenSat.1 Media AG (Germany)¹		328,870		15,635,213
Societe Television Francaise 1 (France)¹		1,819,151		35,051,407

				142,093,217

Multiline Retail - 1.1%
Marks & Spencer Group plc (United Kingdom)¹		3,551,870		28,643,054

Textiles, Apparel & Luxury Goods - 2.4%
Adidas AG (Germany)¹		311,550		35,499,893
Lululemon Athletica, Inc. (Canada)*		387,710		26,771,376

				62,271,269

Total Consumer Discretionary				403,312,967


Consumer Staples - 21.3%
Beverages - 5.9%
Anheuser-Busch InBev N.V. (Belgium)¹		424,040		43,957,726
Carlsberg A/S - Class B (Denmark)¹		278,100		27,778,294
Cia de Bebidas das Americas (AmBev) - ADR (Brazil)		1,129,013		41,999,284
SABMiller plc (United Kingdom)¹		845,580		44,089,562

				157,824,866

Food & Staples Retailing - 7.2%
Carrefour S.A. (France)¹		1,494,035		54,536,312
Distribuidora Internacional de Alimentacion S.A. (Spain)¹		848,895		7,739,388
Koninklijke Ahold N.V. (Netherlands)¹		1,825,710		34,700,592
Tesco plc (United Kingdom)¹		15,982,790		93,230,580

				190,206,872

Food Products - 5.9%
Charoen Pokphand Foods PCL (Thailand)¹		21,640,730		16,887,104
Danone (France)¹		661,420		48,987,732
Nestle S.A. (Switzerland)¹		784,170		56,604,496

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

Overseas Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food Products (continued)
Unilever plc - ADR (United Kingdom)		878,144	$	35,643,865

				158,123,197

Personal Products - 0.8%
Beiersdorf AG (Germany)¹		208,470		19,878,404

Tobacco - 1.5%
Imperial Tobacco Group plc (United Kingdom)¹		722,110		26,959,435
Swedish Match AB (Sweden)¹		401,650		13,243,552

				40,202,987

Total Consumer Staples				566,236,326


Energy - 16.7%
Energy Equipment & Services - 7.2%
CGG (France)*¹		1,612,197		35,436,084
Petroleum Geo-Services ASA (Norway)¹		1,021,840		12,392,964
Schlumberger Ltd. (United States)		1,230,830		115,353,388
Trican Well Service Ltd. (Canada)		2,059,100		28,931,871
Trican Well Service Ltd. (Canada)		39,040		545,272

				192,659,579

Oil, Gas & Consumable Fuels - 9.5%
Cameco Corp. (Canada)		2,150,180		40,853,420
Encana Corp. (Canada)		3,497,096		62,667,960
Koninklijke Vopak N.V. (Netherlands)¹		155,162		9,543,014
Petroleo Brasileiro S.A. - ADR (Brazil)		2,896,620		52,602,619
Talisman Energy, Inc.(Canada)		6,139,890		76,553,561
Talisman Energy, Inc. - ADR (Canada)		100,910		1,259,357
Whitehaven Coal Ltd. (Australia)*¹		6,022,306		9,224,934

				252,704,865

Total Energy				445,364,444


Financials - 3.0%
Commercial Banks - 1.4%
HSBC Holdings plc (United Kingdom)¹		3,383,150		37,084,149

Insurance - 1.2%
Admiral Group plc (United Kingdom)¹		1,589,430		32,542,604

Real Estate Investment Trusts (REITS) - 0.4%
Land Securities Group plc (United Kingdom)¹		688,198		10,909,481

Total Financials				80,536,234


Health Care - 9.7%
Health Care Equipment & Supplies - 3.1%
BioMerieux (France)¹		134,620		13,518,479
GN Store Nord A/S (Denmark)¹		122,900		2,803,693

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

Overseas Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Equipment & Supplies (continued)
Mindray Medical International Ltd. - ADR (China)		822,693	$	30,941,484
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)¹		17,539,078		16,469,043
Sonova Holding AG (Switzerland)¹		144,450		18,798,891

				82,531,590

Health Care Providers & Services - 2.8%
Fresenius Medical Care AG & Co. KGaA (Germany)¹		533,580		35,262,427
Life Healthcare Group Holdings Ltd. (South Africa)¹		3,612,630		14,735,196
Sonic Healthcare Ltd. (Australia)¹		1,534,281		23,421,215

				73,418,838

Life Sciences Tools & Services - 2.4%
Lonza Group AG (Switzerland)¹		266,938		23,827,673
QIAGEN N.V. (Netherlands)*¹		1,770,160		40,627,029

				64,454,702

Pharmaceuticals - 1.4%
Novo Nordisk A/S - Class B (Denmark)¹		232,739		38,763,294

Total Health Care				259,168,424


Industrials - 9.8%
Airlines - 2.4%
Latam Airlines Group S.A. - ADR (Chile)		551,100		9,120,705
Ryanair Holdings plc - ADR (Ireland)		1,110,820		55,774,272

				64,894,977

Commercial Services & Supplies - 0.5%
Aggreko plc (United Kingdom)¹		490,450		12,646,965

Electrical Equipment - 1.7%
Nexans S.A. (France)¹		537,260		23,887,250
Schneider Electric S.A. (France)¹		255,039		21,461,039

				45,348,289

Machinery - 2.2%
FANUC Corp. (Japan)¹		321,400		51,555,037
Westport Innovations, Inc. - ADR (Canada)*		317,980		7,450,271

				59,005,308

Marine - 0.8%
D/S Norden A/S (Denmark)¹		108,650		4,778,853
Diana Shipping, Inc. - ADR (Greece)*		387,460		4,393,796
Nippon Yusen Kabushiki Kaisha (Japan)¹		2,413,100		7,373,220
Pacific Basin Shipping Ltd. (Hong Kong)¹		6,512,687		4,660,529

				21,206,398

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

Overseas Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Trading Companies & Distributors - 1.6%
Brenntag AG (Germany)¹		245,770	$	41,586,733

Transportation Infrastructure - 0.6%
Groupe Eurotunnel S.A. (France)¹		1,554,970		15,053,567

Total Industrials				259,742,237


Information Technology - 5.7%
Internet Software & Services - 2.0%
Mail.ru Group Ltd. - GDR (Russia)¹		11,084		408,778
Tencent Holdings Ltd. (China)¹		572,900		31,240,484
Yandex N.V. - Class A - ADR (Russia)*		553,570		20,404,590

				52,053,852

IT Services - 2.2%
Amdocs Ltd. - ADR (United States)		1,491,225		57,337,601
Wirecard AG (Germany)¹		2,030		73,858

				57,411,459

Semiconductors & Semiconductor Equipment - 1.5%
Tokyo Electron Ltd. (Japan)¹		742,598		40,748,321

Total Information Technology				150,213,632


Materials - 9.6%
Chemicals - 2.5%
Akzo Nobel N.V. (Netherlands)¹		21,112		1,532,619
Syngenta AG (Switzerland)¹		112,074		45,234,937
Umicore S.A. (Belgium)¹		416,280		19,822,906

				66,590,462

Construction Materials - 4.4%
CRH plc (Ireland)¹		3,088,043		75,305,060
Holcim Ltd. (Switzerland)¹		563,620		41,921,777

				117,226,837

Metals & Mining - 2.7%
Alumina Ltd. (Australia)*¹		27,923,270		27,149,048
Norsk Hydro ASA (Norway)¹		6,674,300		29,785,887
ThyssenKrupp AG (Germany)*¹		608,720		15,530,557

				72,465,492

Total Materials				256,282,791


Telecommunication Services - 5.2%
Diversified Telecommunication Services - 3.6%
Telenor ASA (Norway)¹		1,195,603		28,727,495
Vivendi S.A. (France)¹		1,995,030		50,513,834

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

Overseas Series

Investment Portfolio - October 31, 2013


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Telecommunication Services (continued)
Diversified Telecommunication Services (continued)
Ziggo N.V. (Netherlands)¹		360,030	$	15,434,263

				94,675,592

Wireless Telecommunication Services - 1.6%
America Movil SAB de C.V. - Class L - ADR (Mexico)		2,033,270		43,532,311

Total Telecommunication Services				138,207,903

TOTAL COMMON STOCKS
(Identified Cost $2,247,636,017)				2,559,064,958


SHORT-TERM INVESTMENT - 4.4%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.04%
(Identified Cost $118,139,676)		118,139,676		118,139,676


TOTAL INVESTMENTS - 100.6%
(Identified Cost $2,365,775,693)				2,677,204,634
LIABILITIES, LESS OTHER ASSETS - (0.6%)				(15,542,801	)

NET ASSETS - 100%			$	2,661,661,833

KEY:

ADR - American Depository Receipt

GDR - Global Depository Receipt

*Non-income producing security.

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

²Rate shown is the current yield as of October 31, 2013.

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

United Kingdom - 15.8%; France - 14.2%.

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

Overseas Series

Statement of Assets & Liabilities

October 31, 2013


ASSETS:

Investments, at value (identified cost $2,365,775,693) (Note 2)	$	2,677,204,634
Receivable for securities sold		8,543,172
Foreign tax reclaims receivable		2,911,112
Dividends receivable		2,467,473
Receivable for fund shares sold		2,373,894


TOTAL ASSETS		2,693,500,285


LIABILITIES:

Accrued management fees (Note 3)		1,565,259
Accrued fund accounting and administration fees (Note 3)		85,430
Accrued transfer agent fees (Note 3)		2,218
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		29,738,168
Payable for fund shares repurchased		300,231
Other payables and accrued expenses		146,739


TOTAL LIABILITIES		31,838,452


TOTAL NET ASSETS	$	2,661,661,833


NET ASSETS CONSIST OF:

Capital stock	$	971,603
Additional paid-in-capital		2,212,080,443
Undistributed net investment income		33,673,008
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		103,253,228
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		311,683,551


TOTAL NET ASSETS	$	2,661,661,833


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($2,661,661,833/97,160,294 shares)	$	27.39

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

Overseas Series

Statement of Operations

For the Year Ended October 31, 2013


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $5,417,386)	$	56,265,483


EXPENSES:

Management fees (Note 3)		16,433,785
Fund accounting and administration fees (Note 3)		301,508
Directors’ fees (Note 3)		52,101
Transfer agent fees (Note 3)		8,596
Chief Compliance Officer service fees (Note 3)		2,369
Custodian fees		461,644
Miscellaneous		248,898


Total Expenses		17,508,901


NET INVESTMENT INCOME		38,756,582


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

Net realized gain (loss) on-
Investments		164,054,136
Foreign currency and translation of other assets and liabilities		(7,061,091	)


		156,993,045


Net change in unrealized appreciation (depreciation) on-
Investments		305,246,594
Foreign currency and translation of other assets and liabilities		267,127


		305,513,721


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		462,506,766


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	501,263,348

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

Overseas Series

Statements of Changes in Net Assets


	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	38,756,582		$	28,131,234
Net realized gain (loss) on investments and foreign currency		156,993,045			(43,728,252	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		305,513,721			107,108,083


Net increase from operations		501,263,348			91,511,065


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(34,167,815	)		(35,331,200	)
From net realized gain on investments		—			(34,111,953	)


Total distributions to shareholders		(34,167,815	)		(69,443,153	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		200,567,153			635,743,925


Net increase in net assets		667,662,686			657,811,837

NET ASSETS:

Beginning of year		1,993,999,147			1,336,187,310


End of year (including undistributed net investment income of $33,673,008 and $27,318,155, respectively)	$	2,661,661,833		$	1,993,999,147

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

Overseas Series

Financial Highlights


	FOR THE YEARS ENDED
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	22.47		$	22.63		$	24.22		$	21.68		$	17.78

Income (loss) from investment operations:
Net investment income¹		0.41			0.36			0.75			0.32			0.36
Net realized and unrealized gain (loss) on investments		4.88			0.51			(2.09	)		2.41			4.35


Total from investment operations		5.29			0.87			(1.34	)		2.73			4.71


Less distributions to shareholders:
From net investment income		(0.37	)		(0.52	)		(0.25	)		(0.19	)		(0.42	)
From net realized gain on investments		—			(0.51	)		—	²		—			(0.39	)


Total distributions to shareholders		(0.37	)		(1.03	)		(0.25	)		(0.19	)		(0.81	)


Net asset value - End of year	$	27.39		$	22.47		$	22.63		$	24.22		$	21.68


Net assets - End of year (000’s omitted)	$	2,661,662		$	1,993,999		$	1,336,187		$	918,272		$	448,441


Total return³		23.87	%		4.61	%		(5.61	%)		12.68	%		28.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Net investment income		1.65	%		1.68	%		3.04	%		1.42	%		1.97	%
Portfolio turnover		43	%		42	%		37	%		36	%		49	%

^* The investment advisor did not impose all or a portion of its management and/or other fees, and in some years 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			0.00	%⁴		0.01	%		0.01	%		0.05	%

¹Calculated based on average shares outstanding during the years.

²Less than $0.01 per share.

⁴Less than 0.01%.

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

Overseas Series

Notes to Financial Statements

1.	Organization

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

The Series’ investment objective is to provide long-term growth.

2.	Significant Accounting Policies

Security Valuation

Overseas Series

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 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	$	403,312,967	$	60,670,546	$	342,642,421	$	—
Consumer Staples		566,236,326		77,643,149		488,593,177		—
Energy		445,364,444		378,767,448		66,596,996		—
Financials		80,536,234		—		80,536,234		—
Health Care		259,168,424		30,941,484		228,226,940		—
Industrials		259,742,237		76,739,044		183,003,193		—
Information Technology		150,213,632		77,742,191		72,471,441		—
Materials		256,282,791		—		256,282,791		—
Telecommunication Services		138,207,903		43,532,311		94,675,592		—
Mutual Fund		118,139,676		118,139,676		—		—

Total assets	$	2,677,204,634	$	864,175,849	$	1,813,028,785	$	—

There were no Level 3 securities held by the Series as of October 31, 2012 or October 31, 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

Overseas Series

Notes to Financial Statements (continued)

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

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.

Overseas Series

Notes to Financial Statements (continued)

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 and are reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. Effective May 2013, an Audit Committee Chair, who receives an additional annual stipend for this role, was appointed to the Fund.

The Advisor has contractually agreed, until at least February 28, 2015, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.75% of average daily net assets each year. For the year ended October 31, 2013, the Advisor did not waive fees or reimburse expenses for the Series. 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 year ended October 31, 2013, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,175,983,278 and $958,322,381, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class A shares of Overseas Series were:


	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		19,752,519		$	486,212,377			36,986,583		$	797,706,576
Reinvested		1,356,900			31,303,684			3,272,558			62,996,742
Repurchased		(12,672,474	)		(316,948,908	)		(10,584,050	)		(224,959,393	)

Total		8,436,945		$	200,567,153			29,675,091		$	635,743,925

At October 31, 2013, the retirement plan of the Advisor and its affiliates owned 172,785 shares of the Series (0.2% of shares outstanding) valued at $4,734,297.

Overseas Series

Notes to Financial Statements (continued)

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information

The tax character of distributions paid were as follows:


	FOR THE YEAR ENDED 10/31/13		FOR THE YEAR ENDED 10/31/12
Ordinary income	$	34,167,815	$	36,180,006
Long-term capital gains		—		33,263,147

At October 31, 2013, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	2,368,512,696
Unrealized appreciation		373,292,201
Unrealized depreciation		(64,600,263	)

Net unrealized appreciation	$	308,691,938

Undistributed ordinary income		49,111,029
Undistributed long-term capital gains		90,552,210

The Series utilized capital loss carryovers of $44,041,733 in the current year.

Overseas Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Overseas Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

New York, New York

December 18, 2013

Overseas Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $56,503,383 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

The Series has elected to pass through to its shareholders, foreign source income of $60,075,882 and foreign taxes paid of $3,231,008 for the year ended October 31, 2013.

The Series designates $90,552,210 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2013.

Overseas Series

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer
Name:		B. Reuben Auspitz*
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		73
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		67
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009)

Overseas Series

Directors’ and Officers’ Information

(unaudited)


Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Chester N. Watson
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Officers
Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Elizabeth Craig
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		26
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹ & Length of Time Served:		Since 2011
Principal Occupation(s) During Past 5 Years:		Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

Overseas Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)


Name:		Christine Glavin
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		45
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Richard Yates
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		48
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹& Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

{This page intentionally left blank}

Overseas 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)

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

MNOVS-10/13-AR

LOGO

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

Fund Commentary

(unaudited)

Investment Objective

The Pro-Blend^® Series are strategically allocated across stocks, bonds, and cash to balance growth, capital preservation, and income depending upon an investor’s overall level of risk tolerance.

Performance Commentary

U.S. equity markets delivered strong positive returns over the course of the last year. For the twelve-month period ended October 31, 2013, the S&P 500 Total Return Index returned 27.18%. Global equity markets also experienced positive performance, as the MSCI ACWI ex USA Index (ACWIxUS) returned 20.29%. Bond markets did not fare nearly as well as equities given the rising yield environment resulting from concerns that the Federal Reserve will become less aggressive in its monetary policies, as the Barclays U.S. Aggregate Bond Index saw a return of -1.08%. Each Series – that is, the Maximum Term, Extended Term, Moderate Term, and Conservative Term – outperformed its blended benchmark during the one-year period. The only exception to this was the Pro-Blend Conservative Term Series Class C, which modestly underperformed its blended benchmark. Importantly, each Series has outperformed its benchmark over the current U.S. stock market cycle (beginning April 1, 2000) and the current U.S. bond market cycle (beginning July 1, 2003) while generating positive absolute returns for investors.

Both equity sector allocation and overall fixed income positioning contributed positively to the Series’ outperformance relative to their blended benchmarks during the one-year period ended on October 31, 2013. Stock selection had a varied impact across the suite of funds. Regarding sector allocation, as compared to the benchmark, an overweight to Consumer Discretionary aided relative returns, as did underweights to Utilities and Telecommunication Services. This was partially offset by an overweight to the Energy sector across the Series, which detracted from relative returns as compared to the benchmark. In reference to stock selection, certain investments in Energy, Industrials, Information Technology, Materials, and Telecommunication Services contributed positively to relative returns. Conversely, certain investments in Financials, Health Care, and Utilities challenged relative performance.

During the twelve-month period we took advantage of attractive valuations to initiate positions and increase the Series’ exposure to companies that adhere to the tenets of our Strategic Profile strategy. Companies fitting the Strategic Profile strategy are typically leaders in their respective industry, possessing strong competitive positions underscored by a sustainable competitive advantage. Within the fixed income portion of the Series, we are focused on short-to-intermediate duration investments. From a sector perspective, we continue to pursue opportunities we are finding in corporate bonds. Our main focus is on investment-grade corporate bonds, although we are also employing a selective approach to value opportunities we see in the below investment-grade corporate bond market. Additionally, as Treasury yields come off of historic lows, our preference for government debt continues to be U.S. Agency securities.

Please see pages 3, 31, 60 and 88 for additional performance information as of October 31, 2013.

Performance Update - Pro-Blend^® Conservative Term Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	TEN YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S³	7.93%	8.16%	6.00%	6.20%
Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class I^3,4	8.15%	8.35%	6.11%	6.25%
Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class C^3,5	7.06%	7.31%	5.21%	5.43%
Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class R^3,5	7.64%	7.89%	5.75%	5.97%
Barclays U.S Intermediate Aggregate Bond Index⁶	-0.12%	5.46%	4.50%	5.92%
Conservative Term Composite Benchmark⁷	7.38%	8.29%	5.77%	6.42%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S for the ten years ended October 31, 2013 to the Barclays U.S. Intermediate Aggregate Bond Index and Conservative Term Composite Benchmark.

LOGO

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 0.87% for Class S, 0.67% for Class I, 1.67% for Class C and 1.17% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.87% for Class S, 0.67% for Class I, 1.67% for Class C and 1.17% for Class R for the year ended October 31, 2013.

⁴For the periods through the inception of Class I on March 28, 2008 performance is based on the hypothetical performance of Class S shares. Because Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁵For periods through the inception of Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S adjusted for expense differences.

Performance Update - Pro-Blend^® Conservative Term Series

(unaudited)

⁶The Barclays U.S Intermediate Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities greater than one year but less than ten years. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁷The Conservative Term Composite Benchmark is a blend of the Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Intermediate Aggregate Bond Index (BIAB) in the following weightings: 15% Russell 3000, 5% ACWIxUS, and 80% BIAB through 05/31/2012; and 22% Russell 3000, 8% ACWIxUS, and 70% BIAB beginning 06/01/2012. Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/ 1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends, thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BIAB is an unmanaged, market value-weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities with maturities of greater than one year but less than ten years. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the Conservative Term Composite Benchmark.

Shareholder Expense Example - Pro-Blend^® Conservative Term Series

(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 (May 1, 2013 to October 31, 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 these lines, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of 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 a class of the Series and other funds. To do so, compare this 5% hypothetical example for the Class in which you have invested with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the Hypothetical lines 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 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,017.20	$4.42	0.87%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.82	$4.43	0.87%
Class I
Actual	$1,000.00	$1,017.90	$3.41	0.67%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.83	$3.41	0.67%
Class C
Actual	$1,000.00	$1,013.70	$8.48	1.67%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.79	$8.49	1.67%
Class R
Actual	$1,000.00	$1,015.60	$5.94	1.17%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.31	$5.96	1.17%

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

Portfolio Composition - Pro-Blend^® Conservative Term Series

As of October 31, 2013 (unaudited)

LOGO


Sector Allocation³
Financials	36.4	%
Consumer Discretionary	13.6	%
Energy	11.1	%
Information Technology	10.9	%
Health Care	7.7	%
Consumer Staples	6.9	%
Industrials	6.1	%
Materials	4.9	%
Telecommunication Services	1.7	%
Utilities	0.7	%

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


Top Five Stock Holdings⁴
Hess Corp.	1.5	%
Apple, Inc.	1.1	%
EMC Corp.	1.0	%
Johnson & Johnson	1.0	%
Electronic Arts, Inc.	0.8	%

⁴ As a percentage of total investments.


Top Five Bond Holdings⁵
Fannie Mae, 0.875%, 8/28/2017	2.1	%
Freddie Mac, 2.375%, 1/13/2022	1.6	%
Fannie Mae, 0.500%, 9/28/2015	1.6	%
Freddie Mac, 2.00%, 8/25/2016	1.5	%
Fannie Mae, 1.375%, 11/15/2016	1.4	%

⁵ As a percentage of total investments.

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 32.5%

Consumer Discretionary - 5.3%
Auto Components - 0.0%^#
BorgWarner, Inc.		760	$	78,379
Mando Corp. (South Korea)¹		2,170		292,544

				370,923

Automobiles - 0.0%^#
Hyundai Motor Co. (South Korea)¹		1,520		362,131

Diversified Consumer Services - 0.0%^#
Anhanguera Educacional Participacoes S.A. (Brazil)		66,260		396,341

Hotels, Restaurants & Leisure - 0.9%
Accor S.A. (France)¹		94,000		4,201,435
Arcos Dorados Holdings, Inc., Class A (Argentina)		13,300		160,132
Hyatt Hotels Corp. - Class A*		15,410		733,516
InterContinental Hotels Group plc (United Kingdom)¹		31,990		932,092
McDonald’s Corp.		35,720		3,447,694
Orient-Express Hotels Ltd. - ADR - Class A*		23,280		309,857
Yum! Brands, Inc.		46,930		3,173,407

				12,958,133

Household Durables - 0.1%
DR Horton, Inc.		21,850		414,057
Lennar Corp. - Class A		5,370		190,903
LG Electronics, Inc. (South Korea)¹		2,240		143,485
NVR, Inc.*		310		284,369
Toll Brothers, Inc.*		14,330		471,170

				1,503,984

Media - 3.7%
DIRECTV*		150,150		9,382,874
Global Mediacom Tbk PT (Indonesia)¹		347,000		58,774
LIN Media LLC - Class A*		20,040		492,383
Nexstar Broadcasting Group, Inc. - Class A		5,350		237,487
Sinclair Broadcast Group, Inc. - Class A		28,830		924,290
Starz - Class A*		173,240		5,223,186
Time Warner, Inc.		125,330		8,615,184
Tribune Co.*		32,220		2,157,129
Twenty-First Century Fox, Inc.		254,210		8,663,477
Viacom, Inc. - Class B		127,020		10,579,496
The Walt Disney Co.		124,090		8,511,333

				54,845,613

Specialty Retail - 0.3%
Belle International Holdings Ltd. (Hong Kong)¹		152,000		214,324
China ZhengTong Auto Services Holdings Ltd. (China)*¹		417,000		290,368
The Home Depot, Inc.		51,950		4,046,386

				4,551,078

Textiles, Apparel & Luxury Goods - 0.3%
Lululemon Athletica, Inc. (Canada)*		69,990		4,832,810

Total Consumer Discretionary				79,821,013


Consumer Staples - 4.0%
Beverages - 1.2%
Anheuser-Busch InBev N.V. (Belgium)¹		49,930		5,175,949
Cia Cervecerias Unidas S.A. - ADR (Chile)		3,650		97,419
Cia de Bebidas das Americas (AmBev) - ADR (Brazil)		52,730		1,961,556
The Coca-Cola Co.		145,130		5,742,794
PepsiCo, Inc.		51,620		4,340,726
SABMiller plc (United Kingdom)¹		2,410		125,660

				17,444,104

Food & Staples Retailing - 0.5%
Wal-Mart Stores, Inc.		86,610		6,647,318
Whole Foods Market, Inc.		1,650		104,165

				6,751,483

Food Products - 1.3%
Annie’s, Inc.*		1,190		56,228
Charoen Pokphand Foods PCL (Thailand)¹		323,510		252,447
Glanbia plc (Ireland)¹		5,960		83,512
Ingredion, Inc.		3,560		234,106
Kraft Foods Group, Inc.		42,030		2,285,591
M Dias Branco S.A. (Brazil)		2,020		94,742
Mead Johnson Nutrition Co.		1,570		128,206
Nestle S.A. (Switzerland)¹		134,010		9,673,372
Unilever plc - ADR (United Kingdom)		171,489		6,960,739

				19,768,943

Household Products - 0.4%
The Procter & Gamble Co.		76,360		6,166,070

Tobacco - 0.6%
Imperial Tobacco Group plc (United Kingdom)¹		108,630		4,055,619
Philip Morris International, Inc.		60,600		5,400,672

				9,456,291

Total Consumer Staples				59,586,891

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy - 5.7%
Energy Equipment & Services - 1.5%
Anton Oilfield Services Group (China)¹		96,000	$	60,719
Baker Hughes, Inc.		109,210		6,344,009
Cameron International Corp.*		56,880		3,120,437
Core Laboratories N.V. - ADR		450		84,249
Fugro N.V. (Netherlands)¹		1,260		78,776
National Oilwell Varco, Inc.		980		79,556
Prosafe SE (Norway)¹		9,240		79,195
Schlumberger Ltd.		75,550		7,080,546
SPT Energy Group, Inc. (China)¹		145,000		79,811
Weatherford International Ltd. - ADR*		352,530		5,795,593

				22,802,891

Oil, Gas & Consumable Fuels - 4.2%
Apache Corp.		22,310		1,981,128
Chevron Corp.		60,670		7,277,973
ConocoPhillips		41,050		3,008,965
Encana Corp. (Canada)		4,540		81,357
EOG Resources, Inc.		17,000		3,032,800
Exxon Mobil Corp.		80,380		7,203,656
Hess Corp.		276,040		22,414,448
Koninklijke Vopak N.V. (Netherlands)¹		2,680		164,830
Pacific Rubiales Energy Corp. (Colombia)		15,690		324,590
Peabody Energy Corp.		185,980		3,622,890
Petroleo Brasileiro S.A. - ADR (Brazil)		4,120		74,819
Range Resources Corp.		43,730		3,310,798
Royal Dutch Shell plc - ADR (Netherlands)		75,980		5,064,827
Statoil ASA - ADR (Norway)		90,520		2,138,988
Talisman Energy, Inc. (Canada)		12,010		149,743
Total S.A. - ADR (France)		41,310		2,527,346

				62,379,158

Total Energy				85,182,049


Financials - 3.2%
Capital Markets - 0.0%^#
OSK Holdings Berhad (Malaysia)¹		100,100		52,107

Commercial Banks - 0.1%
Hong Leong Financial Group Berhad (Malaysia)¹		33,030		158,315
ICICI Bank Ltd. - ADR (India)		6,970		260,120
Shinhan Financial Group Co. Ltd. (South Korea)¹		10,860		473,536

				891,971

Diversified Financial Services - 0.2%
JSE Ltd. (South Africa)¹		38,490		336,638
McGraw-Hill Financial, Inc.		49,340		3,438,011

				3,774,649

Insurance - 0.0%^#
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		20,300		184,858

Real Estate Investment Trusts (REITS) - 2.7%
Agree Realty Corp.		19,420		613,090
Alexandria Real Estate Equities, Inc.		31,680		2,083,910
American Campus Communities, Inc.		18,430		636,941
AmREIT, Inc. - Class B		15,880		279,488
Apartment Investment & Management Co. - Class A		24,230		677,955
Associated Estates Realty Corp.		42,460		651,336
AvalonBay Communities, Inc.		4,800		600,240
BioMed Realty Trust, Inc.		126,500		2,519,880
Boston Properties, Inc.		4,520		467,820
Camden Property Trust		9,390		602,838
CBL & Associates Properties, Inc.		36,770		728,414
Cedar Realty Trust, Inc.		139,440		796,202
Coresite Realty Corp.		28,540		925,838
Corporate Office Properties Trust		84,510		2,078,946
CubeSmart		14,720		268,934
Digital Realty Trust, Inc.		36,930		1,760,084
DuPont Fabros Technology, Inc.		97,870		2,432,069
Education Realty Trust, Inc.		35,290		322,551
Equity Lifestyle Properties, Inc.		15,120		574,409
Equity Residential		11,680		611,565
Extra Space Storage, Inc.		7,170		329,748
General Growth Properties, Inc.		75,660		1,606,262
Glimcher Realty Trust		88,420		906,305
Hammerson plc (United Kingdom)¹		53,840		456,229
HCP, Inc.		30,790		1,277,785
Health Care REIT, Inc.		19,100		1,238,635
Healthcare Realty Trust, Inc.		16,520		396,645
Healthcare Trust of America, Inc.*		53,930		626,667
Home Properties, Inc.		7,980		481,274
Host Hotels & Resorts, Inc.		70,030		1,299,057
Kimco Realty Corp.		54,650		1,173,882
Mack-Cali Realty Corp.		28,410		584,110
Mid-America Apartment Communities, Inc.		9,800		650,720
National Retail Properties, Inc.		22,870		786,728
Pebblebrook Hotel Trust		39,510		1,193,202
Physicians Realty Trust		16,220		203,723
Plum Creek Timber Co., Inc.		1,660		75,364
Potlatch Corp.		1,970		80,435
Public Storage		3,790		632,816

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Realty Income Corp.		7,340	$	305,711
Simon Property Group, Inc.		15,370		2,375,433
Sovran Self Storage, Inc.		14,040		1,073,920
Trade Street Residential, Inc.		11,030		76,438
UDR, Inc.		43,740		1,085,189
Unibail-Rodamco SE (France)¹		1,140		297,848
Ventas, Inc.		21,160		1,380,478
Weyerhaeuser Co.		10,460		317,984

				40,545,098

Real Estate Management & Development - 0.2%
BR Malls Participacoes S.A. (Brazil)		10,100		97,835
General Shopping Brasil S.A. (Brazil)*		100,430		430,376
Realogy Holdings Corp.*		45,390		1,867,345

				2,395,556

Thrifts & Mortgage Finance - 0.0%^#
Groupe Fnac S.A. (France)*¹		69		1,940

Total Financials				47,846,179


Health Care - 4.2%
Biotechnology - 0.1%
Green Cross Corp. (South Korea)¹		4,640		572,837

Health Care Equipment & Supplies - 0.5%
Becton, Dickinson and Co.		40,490		4,256,714
Mindray Medical International Ltd. - ADR (China)		10,990		413,334
Neogen Corp.*		3,720		171,938
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)¹		571,800		536,915
Teleflex, Inc.		21,640		1,994,775

				7,373,676

Health Care Providers & Services - 0.0%^#
Life Healthcare Group Holdings Ltd. (South Africa)¹		5,530		22,556
Qualicorp S.A. (Brazil)*		36,020		337,336

				359,892

Health Care Technology - 0.5%
Cerner Corp.*		136,300		7,636,889

Life Sciences Tools & Services - 0.2%
QIAGEN N.V. - ADR (Netherlands)*		137,440		3,183,110

Pharmaceuticals - 2.9%
AstraZeneca plc - ADR (United Kingdom)		41,410		2,188,933
Bristol-Myers Squibb Co.		48,290		2,536,191
GlaxoSmithKline plc - ADR (United Kingdom)		88,180		4,640,913
Johnson & Johnson		155,380		14,389,742
Merck & Co., Inc.		91,850		4,141,517
Novartis AG - ADR (Switzerland)		71,460		5,541,723
Pfizer, Inc.		217,630		6,676,888
Sanofi - ADR (France)		69,210		3,701,351

				43,817,258

Total Health Care				62,943,662


Industrials - 2.4%
Aerospace & Defense - 0.4%
The Boeing Co.		17,510		2,285,055
United Technologies Corp.		26,830		2,850,687

				5,135,742

Air Freight & Logistics - 0.4%
C.H. Robinson Worldwide, Inc.		100,760		6,019,402

Airlines - 0.0%^#
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)*		21,840		112,913
Latam Airlines Group S.A. - ADR (Chile)		15,950		263,973

				376,886

Electrical Equipment - 0.0%^#
Polypore International, Inc.*		4,740		214,248
Schneider Electric S.A. (France)¹		950		79,941

				294,189

Industrial Conglomerates - 0.8%
3M Co.		23,350		2,938,597
General Electric Co.		228,970		5,985,276
Siemens AG - ADR (Germany)		26,230		3,357,702

				12,281,575

Machinery - 0.7%
AGCO Corp.		2,520		147,118
Caterpillar, Inc.		57,100		4,759,856
Deere & Co.		950		77,748
FANUC Corp. (Japan)¹		960		153,991
Joy Global, Inc.		60,380		3,426,565
Kennametal, Inc.		1,710		78,660
KUKA AG (Germany)¹		3,450		157,016
Luxfer Holdings plc - ADR (United Kingdom)		2,280		41,998
Pall Corp.		3,040		244,781
Pentair Ltd. - ADR		3,540		237,499
Westport Innovations, Inc. - ADR (Canada)*		9,310		218,133
Xylem, Inc.		8,330		287,385

				9,830,750

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Marine - 0.1%
Precious Shipping PCL (Thailand)¹		257,800	$	159,045
Sinotrans Shipping Ltd. (China)¹		1,149,750		378,136

				537,181

Professional Services - 0.0%^#
ALS Ltd. (Australia)¹		16,520		156,275
SGS S.A. (Switzerland)¹		30		70,193

				226,468

Trading Companies & Distributors - 0.0%^#
Brenntag AG (Germany)¹		950		160,749
Fastenal Co.		3,040		151,392

				312,141

Transportation Infrastructure - 0.0%^#
Groupe Eurotunnel S.A. (France)¹		47,530		460,135

Total Industrials				35,474,469


Information Technology - 6.2%
Communications Equipment - 1.5%
Cisco Systems, Inc.		103,680		2,332,800
Juniper Networks, Inc.*		552,150		10,292,076
Qualcomm, Inc.		140,100		9,732,747

				22,357,623

Computers & Peripherals - 2.1%
Apple, Inc.		30,590		15,978,687
EMC Corp.		625,610		15,058,433
Stratasys Ltd.*		780		88,319

				31,125,439

Electronic Equipment, Instruments & Components - 0.0%^#
Maxwell Technologies, Inc.*		10,990		82,425

Internet Software & Services - 0.9%
eBay, Inc.*		115,500		6,088,005
Google, Inc. - Class A*		6,090		6,276,232
Mail.ru Group Ltd. - GDR (Russia)¹		3,110		114,697
Tencent Holdings Ltd. (China)¹		2,900		158,138
Youku Tudou, Inc. - ADR (China)*		8,130		221,461

				12,858,533

IT Services - 0.2%
InterXion Holding N.V. - ADR (Netherlands)*		8,470		190,236
MasterCard, Inc. - Class A		170		121,907
VeriFone Systems, Inc.*		113,210		2,565,339
Visa, Inc. - Class A		620		121,935

				2,999,417

Semiconductors & Semiconductor Equipment - 0.3%
Intel Corp.		165,930		4,053,670
Samsung Electronics Co. Ltd. (South Korea)¹		190		262,021

				4,315,691

Software - 1.2%
Aspen Technology, Inc.*		1,100		42,053
Aveva Group plc (United Kingdom)¹		2,750		113,946
Electronic Arts, Inc.*		431,990		11,339,738
Microsoft Corp.		199,550		7,054,093
Totvs S.A. (Brazil)		10,500		178,015

				18,727,845

Total Information Technology				92,466,973


Materials - 1.3%
Chemicals - 0.6%
Johnson Matthey plc (United Kingdom)¹		4,260		205,007
Monsanto Co.		59,020		6,190,018
Nufarm Ltd. (Australia)¹		34,420		158,730
Syngenta AG (Switzerland)¹		6,410		2,587,183
Umicore S.A. (Belgium)¹		4,020		191,429
Yingde Gases Group Co., Ltd. (China)¹		229,000		235,090

				9,567,457

Metals & Mining - 0.7%
Alcoa, Inc.		1,118,540		10,368,866
Alumina Ltd. (Australia)*¹		82,440		80,154
Impala Platinum Holdings Ltd. (South Africa)¹		26,570		322,737

				10,771,757

Total Materials				20,339,214


Telecommunication Services - 0.2%
Diversified Telecommunication Services - 0.2%
Telenor ASA (Norway)¹		94,730		2,276,136

Wireless Telecommunication Services - 0.0%^#
America Movil SAB de C.V. - Class L - ADR (Mexico)		11,930		255,421
MTN Group Ltd. (South Africa)¹		13,870		275,696

				531,117

Total Telecommunication Services				2,807,253


TOTAL COMMON STOCKS
(Identified Cost $411,105,706)				486,467,703

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	SHARES/ PRINCIPAL AMOUNT³		VALUE (NOTE 2)

PREFERRED STOCKS - 0.4%

Financials - 0.4%
Commercial Banks - 0.2%
BB&T Corp., Series D (non-cumulative), 5.85%		34,225	$	778,961
PNC Financial Services Group, Inc., Series Q (non-cumulative), 5.375%		52,625		1,112,492
U.S. Bancorp., Series F (non-cumulative), 6.50%²		45,425		1,218,299

				3,109,752

Diversified Financial Services - 0.1%
JPMorgan Chase & Co., Series P (non-cumulative), 5.45%		20,200		434,098

Insurance - 0.0%^#
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%²		3,200		317,120

Real Estate Investment Trusts (REITS) - 0.1%
Boston Properties, Inc., Series F, 5.25%.		42,550		928,441
National Retail Properties, Inc., 5.70%		10,000		199,000
Public Storage, Series Q, 6.50%		18,560		458,246

				1,585,687


TOTAL PREFERRED STOCKS
(Identified Cost $5,918,433)				5,446,657


CORPORATE BONDS - 33.0%

Convertible Corporate Bonds - 0.0%^#
Financials - 0.0%^#
Real Estate Investment Trusts (REITS) - 0.0%^#
BioMed Realty LP⁴, 3.75%, 1/15/2030
(Identified Cost $476,625)		410,000		492,769

Non-Convertible Corporate Bonds - 33.0%
Consumer Discretionary - 3.6%
Auto Components - 0.1%
Gestamp Funding Luxembourg S.A. (Spain)⁴, 5.625%, 5/31/2020		640,000		646,400
Pittsburgh Glass Works LLC⁴, 8.00%, 11/15/2018		545,000		555,900

				1,202,300

Diversified Consumer Services - 0.4%
Block Financial LLC, 5.50%, 11/1/2022		4,890,000		5,118,251

Hotels, Restaurants & Leisure - 0.5%
International Game Technology, 7.50%, 6/15/2019		6,375,000		7,524,400
Royal Caribbean Cruises, Ltd., 11.875%, 7/15/2015		500,000		585,000

				8,109,400

Household Durables - 0.5%
Lennar Corp., 6.95%, 6/1/2018		575,000		642,563
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		1,400,000		1,496,746
NVR, Inc., 3.95%, 9/15/2022		1,070,000		1,043,117
Tupperware Brands Corp., 4.75%, 6/1/2021		4,105,000		4,234,804
Weekley Homes LLC - Weekley Finance Corp.⁴, 6.00%, 2/1/2023		625,000		604,687

				8,021,917

	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)
Media - 1.7%
British Sky Broadcasting Group plc (United Kingdom)⁴, 9.50%, 11/15/2018		2,065,000		2,710,670
CCO Holdings LLC - CCO Holdings Capital Corp.⁴, 5.25%, 3/15/2021		1,070,000		1,032,550
Comcast Corp., 5.15%, 3/1/2020		500,000		570,950
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		3,140,000		3,383,743
Discovery Communications LLC, 5.05%, 6/1/2020		2,880,000		3,209,135
NAI Entertainment Holdings - NAI Entertainment Holdings Finance Corp.⁴, 5.00%, 8/1/2018		550,000		563,750
Sirius XM Radio, Inc.⁴, 4.25%, 5/15/2020		1,275,000		1,216,031
Starz LLC - Starz Finance Corp., 5.00%, 9/15/2019		885,000		893,850
Time Warner, Inc., 3.15%, 7/15/2015		95,000		98,852
Time Warner, Inc., 4.875%, 3/15/2020		5,060,000		5,598,333
Time Warner, Inc., 4.75%, 3/29/2021		3,370,000		3,655,402
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)⁴, 5.50%, 1/15/2023		895,000		883,813
Virgin Media Secured Finance plc (United Kingdom), 5.25%, 1/15/2021		830,000		842,181
The Walt Disney Co., 2.75%, 8/16/2021		400,000		395,472

				25,054,732

Multiline Retail - 0.2%
Dollar General Corp., 1.875%, 4/15/2018		1,550,000		1,513,256
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,575,000		1,430,335
Target Corp., 3.875%, 7/15/2020		535,000		577,218

				3,520,809

Specialty Retail - 0.1%
Dufry Finance SCA (Switzerland)⁴, 5.50%, 10/15/2020		470,000		476,599
The Home Depot, Inc., 5.40%, 3/1/2016		905,000		1,001,551

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Specialty Retail (continued)
Rent-A-Center, Inc., 6.625%, 11/15/2020		500,000	$	528,125

				2,006,275

Textiles, Apparel & Luxury Goods - 0.1%
SIWF Merger Sub, Inc. - Springs Industries, Inc.⁴, 6.25%, 6/1/2021		555,000		557,775
VF Corp., 5.95%, 11/1/2017		485,000		558,278

				1,116,053

Total Consumer Discretionary				54,149,737


Consumer Staples - 0.6%
Beverages - 0.0%^#
Crestview DS Merger Sub II, Inc.⁴, 10.00%, 9/1/2021		600,000		624,000
PepsiCo, Inc., 5.00%, 6/1/2018		110,000		125,170

				749,170

Food Products - 0.4%
C&S Group Enterprises LLC⁴, 8.375%, 5/1/2017		614,000		655,445
General Mills, Inc., 5.65%, 2/15/2019		375,000		437,269
KeHE Distributors LLC - KeHE Finance Corp.⁴, 7.625%, 8/15/2021		560,000		579,600
Land O’ Lakes, Inc.⁴, 6.00%, 11/15/2022		465,000		483,019
Mondelez International, Inc., 6.125%, 2/1/2018		85,000		98,687
Mondelez International, Inc., 5.375%, 2/10/2020		1,415,000		1,606,123
Pinnacle Operating Corp.⁴, 9.00%, 11/15/2020		555,000		579,975
Shearer’s Foods LLC - Chip Finance Corp.⁴, 9.00%, 11/1/2019		680,000		719,100
Tyson Foods, Inc., 4.50%, 6/15/2022		455,000		471,908

				5,631,126

Household Products - 0.1%
Harbinger Group, Inc.⁴, 7.875%, 7/15/2019		815,000		865,937

Tobacco - 0.1%
Vector Group Ltd., 7.75%, 2/15/2021		775,000		813,750

Total Consumer Staples				8,059,983


Energy - 1.6%
Energy Equipment & Services - 0.8%
Baker Hughes, Inc., 7.50%, 11/15/2018		1,235,000		1,550,886
Calfrac Holdings LP (Canada)⁴, 7.50%, 12/1/2020		970,000		982,125
Nabors Industries, Inc.⁴, 2.35%, 9/15/2016		805,000		815,791
Schlumberger Oilfield plc⁴, 4.20%, 1/15/2021		450,000		483,087
Shelf Drilling Holdings Ltd. (United Arab Emirates)⁴, 8.625%, 11/1/2018		485,000		522,587
Sidewinder Drilling, Inc.⁴, 9.75%, 11/15/2019		485,000		470,450
Weatherford International Ltd., 9.625%, 3/1/2019		6,350,000		8,102,136

				12,927,062

Oil, Gas & Consumable Fuels - 0.8%
Buckeye Partners LP, 4.15%, 7/1/2023		1,145,000		1,128,510
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc., 6.625%, 11/15/2019		1,270,000		1,330,325
Crestwood Midstream Partners LP - Crestwood Midstream Finance Corp.⁴, 6.125%, 3/1/2022		915,000		935,587
Energy XXI Gulf Coast, Inc.⁴, 7.50%, 12/15/2021		860,000		898,700
EPL Oil & Gas, Inc., 8.25%, 2/15/2018		545,000		584,513
Gulfport Energy Corp., 7.75%, 11/1/2020		540,000		572,400
Lukoil International Finance B.V. (Russia)⁴, 3.416%, 4/24/2018		640,000		644,800
Northern Tier Energy LLC - Northern Tier Finance Corp.⁴, 7.125%, 11/15/2020		885,000		902,700
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		1,170,000		1,222,650
Petroleos Mexicanos (Mexico), 3.50%, 7/18/2018		2,225,000		2,275,063
Sabine Pass Liquefaction LLC⁴, 5.625%, 2/1/2021		1,025,000		1,035,250

				11,530,498

Total Energy				24,457,560


Financials - 20.4%
Capital Markets - 4.5%
Credit Suisse AG (Switzerland)⁴, 2.60%, 5/27/2016		6,145,000		6,415,276
Goldman Sachs Capital I, 6.345%, 2/15/2034		380,000		380,331
Goldman Sachs Capital II⁵, 4.00%, 6/1/2043		1,500,000		1,106,250
Goldman Sachs Group, Inc., 3.625%, 2/7/2016		5,400,000		5,699,619
The Goldman Sachs Group, Inc., 5.95%, 1/18/2018		950,000		1,090,541
The Goldman Sachs Group, Inc., 2.375%, 1/22/2018		6,270,000		6,306,027
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		2,110,000		2,445,477

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		6,125,000	$	6,888,512
The Goldman Sachs Group, Inc., Series D, 6.00%, 6/15/2020		1,150,000		1,331,307
Jefferies Finance LLC - JFIN Co-Issuer Corp.⁴, 7.375%, 4/1/2020		790,000		811,725
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018		7,420,000		8,812,779
Morgan Stanley, 3.80%, 4/29/2016		5,405,000		5,711,501
Morgan Stanley, 2.125%, 4/25/2018		6,815,000		6,775,780
Morgan Stanley, 7.30%, 5/13/2019		2,955,000		3,608,806
Morgan Stanley, 5.50%, 1/26/2020		2,650,000		2,990,880
Morgan Stanley, 5.75%, 1/25/2021		5,955,000		6,818,195

				67,193,006

Commercial Banks - 5.2%
Bank of Montreal (Canada)⁴, 2.625%, 1/25/2016		2,965,000		3,095,163
Bank of Montreal (Canada)⁴, 1.95%, 1/30/2017		5,000,000		5,159,555
Bank of Nova Scotia (Canada)⁴, 1.65%, 10/29/2015		1,080,000		1,103,544
Barclays Bank plc (United Kingdom)⁴, 2.50%, 9/21/2015		1,180,000		1,220,062
Barclays Bank plc (United Kingdom), 4.25%, 1/12/2022	GBP	380,000		665,876
BB&T Corp., 5.20%, 12/23/2015		1,025,000		1,112,285
BBVA Bancomer S.A. (Mexico)⁴, 6.75%, 9/30/2022		1,460,000		1,584,100
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		10,165,000		10,702,708
BNP Paribas Home Loan Covered Bonds S.A. (France)⁴, 2.20%, 11/2/2015		1,080,000		1,109,592
Canadian Imperial Bank of Commerce (Canada)⁴, 2.75%, 1/27/2016		1,450,000		1,517,860
Commonwealth Bank of Australia (Australia)⁴, 0.75%, 1/15/2016		1,270,000		1,269,619
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD	300,000		301,084
HSBC Bank plc (United Kingdom)⁴, 1.50%, 5/15/2018		2,115,000		2,076,907
HSBC USA Capital Trust I (United Kingdom)⁴, 7.808%, 12/15/2026		400,000		406,500
Intesa Sanpaolo S.p.A. (Italy), 3.125%, 1/15/2016		1,400,000		1,427,681
Intesa Sanpaolo S.p.A. (Italy)⁴, 6.50%, 2/24/2021		1,820,000		2,002,364
Lloyds TSB Bank plc (United Kingdom)⁴, 6.50%, 9/14/2020		3,200,000		3,615,462
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		315,000		370,577
National Australia Bank, Ltd. (Australia)⁴, 1.25%, 3/8/2018		2,500,000		2,462,537
National Bank of Canada (Canada)⁴, 2.20%, 10/19/2016		4,880,000		5,068,856
National City Corp., 6.875%, 5/15/2019		6,630,000		7,955,430
PNC Bank National Association, 5.25%, 1/15/2017		120,000		133,779
Provident Funding Associates LP - PFG Finance Corp.⁴, 6.75%, 6/15/2021		555,000		567,487
Royal Bank of Canada (Canada), 3.27%, 11/10/2014	CAD	225,000		219,937
Royal Bank of Canada (Canada), 3.18%, 3/16/2015	CAD	355,000		348,276
Royal Bank of Canada (Canada), 1.20%, 9/19/2017		1,855,000		1,850,366
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD	340,000		345,325
Santander Holdings USA, Inc., 4.625%, 4/19/2016		220,000		236,037
Santander Holdings USA, Inc., 3.45%, 8/27/2018		1,600,000		1,655,150
The Toronto-Dominion Bank (Canada)⁴, 1.625%, 9/14/2016		5,555,000		5,677,766
U.S. Bank National Association, 6.30%, 2/4/2014		25,000		25,368
Wachovia Corp., 5.25%, 8/1/2014		4,450,000		4,602,862
Wells Fargo & Co., 1.50%, 1/16/2018		4,650,000		4,632,860
Wells Fargo & Co., Series M, 3.45%, 2/13/2023		1,145,000		1,089,442
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD	300,000		301,161
Westpac Banking Corp. (Australia)⁴, 1.25%, 12/15/2017		1,825,000		1,807,663

				77,721,241

Consumer Finance - 0.5%
Ally Financial, Inc., 6.75%, 12/1/2014		545,000		573,612
American Express Co.⁵, 6.80%, 9/1/2066		1,890,000		2,017,575
Capital One Bank USA National Association, 3.375%, 2/15/2023		2,230,000		2,125,547
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		770,000		948,344
Discover Bank, 4.20%, 8/8/2023		1,120,000		1,135,784
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		900,000		954,000

				7,754,862

Diversified Financial Services - 4.5%
Bank of America Corp., 6.50%, 8/1/2016		2,000,000		2,272,146

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
Bank of America Corp., 5.75%, 8/15/2016		1,425,000	$	1,576,953
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		1,775,000		2,140,528
Citigroup, Inc., 5.85%, 8/2/2016		2,200,000		2,456,925
Citigroup, Inc., 8.50%, 5/22/2019		3,709,000		4,798,997
CME Group, Inc., 3.00%, 9/15/2022		1,040,000		1,003,476
CNG Holdings, Inc.⁴, 9.375%, 5/15/2020		820,000		776,950
CNH Capital LLC, 6.25%, 11/1/2016		835,000		916,413
Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A. (Netherlands)⁵, 8.40%, 11/29/2049		1,100,000		1,210,550
Ford Motor Credit Co. LLC, 8.00%, 12/15/2016		4,345,000		5,161,300
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017		500,000		583,502
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		3,030,000		3,357,704
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,825,000		2,314,158
General Electric Capital Corp., 5.625%, 5/1/2018		5,725,000		6,640,851
General Electric Capital Corp., 5.50%, 1/8/2020		2,705,000		3,129,141
General Electric Capital Corp., 5.30%, 2/11/2021		1,450,000		1,614,797
ING US, Inc., 2.90%, 2/15/2018		3,065,000		3,128,019
ING US, Inc., 5.50%, 7/15/2022		1,015,000		1,114,611
Jefferies Group LLC, 5.125%, 4/13/2018		820,000		882,905
Jefferies Group LLC, 8.50%, 7/15/2019		3,980,000		4,841,551
Jefferies Group LLC, 6.875%, 4/15/2021		4,500,000		5,085,000
JPMorgan Chase & Co., 3.15%, 7/5/2016		4,300,000		4,516,329
JPMorgan Chase & Co., 1.625%, 5/15/2018		4,700,000		4,615,847
JPMorgan Chase & Co., 6.30%, 4/23/2019		500,000		592,556
JPMorgan Chase & Co., 4.95%, 3/25/2020		1,255,000		1,398,344
Oxford Finance LLC - Oxford Finance Co-Issuer, Inc.⁴, 7.25%, 1/15/2018		555,000		586,913
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.⁴, 8.875%, 8/1/2020		905,000		970,613

				67,687,079

Insurance - 2.8%
American International Group, Inc., 6.40%, 12/15/2020		800,000		959,758
American International Group, Inc., 4.875%, 6/1/2022		9,095,000		9,955,278
Fidelity & Guaranty Life Holdings, Inc.⁴, 6.375%, 4/1/2021		550,000		573,375
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,725,000		1,933,178
First American Financial Corp., 4.30%, 2/1/2023		1,145,000		1,114,696
Genworth Holdings, Inc., 7.70%, 6/15/2020		942,000		1,133,965
Genworth Holdings, Inc., 7.625%, 9/24/2021		10,245,000		12,561,251
Genworth Holdings, Inc.⁵, 6.15%, 11/15/2066		3,500,000		3,169,145
Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		9,035,000		10,104,889

				41,505,535

Real Estate Investment Trusts (REITS) - 2.9%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		860,000		826,604
American Tower Corp., 3.40%, 2/15/2019		5,090,000		5,153,518
American Tower Trust I⁴, 1.551%, 3/15/2018		985,000		966,088
BioMed Realty LP, 3.85%, 4/15/2016		470,000		493,904
Boston Properties LP, 5.875%, 10/15/2019		5,250,000		6,118,623
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)⁴, 6.125%, 7/1/2022		575,000		570,687
Camden Property Trust, 5.70%, 5/15/2017		2,270,000		2,530,807
Corrections Corp. of America, 4.125%, 4/1/2020		795,000		777,113
Digital Realty Trust LP, 5.875%, 2/1/2020		1,300,000		1,424,054
Digital Realty Trust LP, 5.25%, 3/15/2021		880,000		925,800
Dupont Fabros Technology LP⁴, 5.875%, 9/15/2021		865,000		886,625
HCP, Inc., 6.70%, 1/30/2018		3,455,000		4,051,222
Health Care REIT, Inc., 6.20%, 6/1/2016		520,000		581,908
Health Care REIT, Inc., 4.95%, 1/15/2021		4,100,000		4,414,659
Host Hotels & Resorts LP, Series D, 3.75%, 10/15/2023		925,000		877,454
Mack-Cali Realty LP, 5.80%, 1/15/2016		3,555,000		3,862,227
Mack-Cali Realty LP, 7.75%, 8/15/2019		370,000		450,699
Simon Property Group LP, 10.35%, 4/1/2019		5,660,000		7,773,399

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
UDR, Inc., 4.625%, 1/10/2022		730,000	$	763,602

				43,448,993

Total Financials				305,310,716


Health Care - 0.8%
Biotechnology - 0.4%
Amgen, Inc., 3.45%, 10/1/2020		5,750,000		5,912,622

Health Care Equipment & Supplies - 0.1%
Fresenius Medical Care US Finance, Inc. (Germany), 6.875%, 7/15/2017		225,000		254,250
Fresenius Medical Care US Finance, Inc. (Germany)⁴, 6.50%, 9/15/2018		950,000		1,066,375
Fresenius US Finance II, Inc.⁴, 9.00%, 7/15/2015		410,000		457,150

				1,777,775

Health Care Providers & Services - 0.2%
Express Scripts Holding Co., 4.75%, 11/15/2021		1,250,000		1,350,044
HCA, Inc., 6.375%, 1/15/2015		545,000		575,656
Tenet Healthcare Corp.⁴, 8.125%, 4/1/2022		550,000		602,250
UnitedHealth Group, Inc., 2.75%, 2/15/2023		630,000		591,710

				3,119,660

Pharmaceuticals - 0.1%
Novartis Securities Investment Ltd. (Switzerland), 5.125%, 2/10/2019		595,000		685,483
Valeant Pharmaceuticals International⁴, 6.75%, 8/15/2021		885,000		942,525

				1,628,008

Total Health Care				12,438,065


Industrials - 1.7%
Aerospace & Defense - 0.5%
Bombardier, Inc. (Canada)⁴, 4.25%, 1/15/2016		495,000		516,037
Bombardier, Inc. (Canada)⁴, 6.125%, 1/15/2023		930,000		941,625
DigitalGlobe, Inc.⁴, 5.25%, 2/1/2021		490,000		474,075
Erickson Air-Crane, Inc.⁴, 8.25%, 5/1/2020		720,000		750,600
Honeywell International, Inc., 5.30%, 3/1/2018		405,000		466,762
Textron, Inc., 5.60%, 12/1/2017		3,150,000		3,501,134
Textron, Inc., 7.25%, 10/1/2019		350,000		413,099

				7,063,332

Air Freight & Logistics - 0.5%
Aguila 3 S.A. (Luxembourg)⁴, 7.875%, 1/31/2018		535,000		570,444
Aguila 3 S.A. (Luxembourg)⁴, 7.875%, 1/31/2018		150,000		159,937
FedEx Corp., 8.00%, 1/15/2019		4,690,000		5,894,444

				6,624,825

Airlines - 0.4%
American Airlines Pass-Through Trust, Series 2013-2, Class A⁴, 4.95%, 1/15/2023		2,815,000		2,899,450
Aviation Capital Group Corp.⁴, 4.625%, 1/31/2018		490,000		499,676
Aviation Capital Group Corp.⁴, 6.75%, 4/6/2021		750,000		808,125
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016		330,000		348,975
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		135,000		142,425
Southwest Airlines Co., 5.75%, 12/15/2016		1,070,000		1,198,463
United Continental Holdings, Inc., 6.375%, 6/1/2018		565,000		586,187

				6,483,301

Industrial Conglomerates - 0.0%^#
General Electric Co., 5.25%, 12/6/2017		180,000		205,877

Machinery - 0.1%
Dynacast International LLC - Dynacast Finance, Inc., 9.25%, 7/15/2019		510,000		561,000
Joy Global, Inc., 5.125%, 10/15/2021		480,000		508,277

				1,069,277

Professional Services - 0.0%^#
FTI Consulting, Inc., 6.00%, 11/15/2022		480,000		489,600

Road & Rail - 0.0%^#
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		105,000		109,096
Union Pacific Corp., 5.65%, 5/1/2017		175,000		197,425

				306,521

Trading Companies & Distributors - 0.2%
International Lease Finance Corp., 8.625%, 9/15/2015		500,000		556,250
International Lease Finance Corp., 6.25%, 5/15/2019		840,000		915,600

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Trading Companies & Distributors (continued)
Rexel S.A. (France)⁴, 5.25%, 6/15/2020		790,000	$	805,800

				2,277,650

Total Industrials				24,520,383


Information Technology - 1.0%
Communications Equipment - 0.1%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		350,000		375,375
ViaSat, Inc., 6.875%, 6/15/2020		645,000		674,025

				1,049,400

Computers & Peripherals - 0.4%
Apple, Inc., 2.40%, 5/3/2023		920,000		840,717
EMC Corp., 2.65%, 6/1/2020		2,515,000		2,514,477
Hewlett-Packard Co., 2.125%, 9/13/2015		1,799,000		1,830,194
Hewlett-Packard Co., 5.40%, 3/1/2017		850,000		939,792
Hewlett-Packard Co., 5.50%, 3/1/2018		330,000		368,000

				6,493,180

Electronic Equipment, Instruments & Components - 0.3%
Corning, Inc., 6.625%, 5/15/2019		3,200,000		3,851,683
CPI International, Inc., 8.00%, 2/15/2018		505,000		522,675
Tyco Electronics Group S.A. (Switzerland), 4.875%, 1/15/2021		725,000		768,312

				5,142,670

IT Services - 0.1%
The Western Union Co., 5.253%, 4/1/2020		995,000		1,079,817

Semiconductors & Semiconductor Equipment - 0.1%
Magnachip Semiconductor Corp. (South Korea)⁴, 6.625%, 7/15/2021		755,000		755,000

Software - 0.0%^#
Interface Security Systems Holdings, Inc. - Interface Security Systems LLC⁴, 9.25%, 1/15/2018		490,000		514,500

Total Information Technology				15,034,567


Materials - 1.9%
Chemicals - 0.1%
Nufarm Australia Ltd. (Australia)⁴, 6.375%, 10/15/2019		590,000		607,700
Trinseo Materials Operating SCA - Trinseo Materials Finance, Inc.⁴, 8.75%, 2/1/2019		490,000		488,775

				1,096,475

Metals & Mining - 1.2%
Allegheny Technologies, Inc., 5.95%, 1/15/2021		2,005,000		2,125,787
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		1,535,000		1,851,282
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		1,215,000		1,269,612
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		600,000		593,269
Freeport-McMoRan Copper & Gold, Inc., 2.375%, 3/15/2018		80,000		79,782
Plains Exploration & Production Co., 6.125%, 6/15/2019		2,425,000		2,650,845
Plains Exploration & Production Co., 6.50%, 11/15/2020		4,130,000		4,550,133
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		1,490,000		1,503,805
Rio Tinto Finance USA plc (United Kingdom), 1.375%, 6/17/2016		1,400,000		1,408,590
Shale-Inland Holdings LLC - Shale-Inland Finance Corp.⁴, 8.75%, 11/15/2019		485,000		497,125
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,020,000		1,018,930

				17,549,160

Paper & Forest Products - 0.6%
International Paper Co., 9.375%, 5/15/2019		5,700,000		7,551,542
International Paper Co., 7.50%, 8/15/2021		620,000		770,179
Smurfit Kappa Acquisitions (Ireland)⁴, 4.875%, 9/15/2018		1,265,000		1,296,625

				9,618,346

Total Materials				28,263,981


Telecommunication Services - 0.9%
Diversified Telecommunication Services - 0.4%
Digicel Ltd. (Jamaica)⁴, 6.00%, 4/15/2021		870,000		843,900
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,550,000		2,875,984
UPCB Finance VI Ltd. (Netherlands)⁴, 6.875%, 1/15/2022		1,080,000		1,163,700
Windstream Corp., 7.50%, 6/1/2022		915,000		958,463

				5,842,047

Wireless Telecommunication Services - 0.5%
America Movil SAB de C.V. (Mexico), 5.00%, 3/30/2020		2,250,000		2,463,185
Crown Castle Towers LLC⁴, 6.113%, 1/15/2020		390,000		443,802
Crown Castle Towers LLC⁴, 4.883%, 8/15/2020		224,000		240,935

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³/ SHARES		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
SBA Tower Trust⁴, 5.101%, 4/17/2017		200,000	$	216,295
SBA Tower Trust⁴, 2.933%, 12/15/2017		1,785,000		1,840,255
SBA Tower Trust⁴, 3.598%, 4/15/2018		2,505,000		2,507,700

				7,712,172

Total Telecommunication Services				13,554,219


Utilities - 0.5%
Electric Utilities - 0.1%
System Energy Resources, Inc., 4.10%, 4/1/2023		935,000		940,541


Independent Power Producers & Energy Traders - 0.4%
Exelon Generation Co. LLC, 5.20%, 10/1/2019		5,000,000		5,466,255
NRG Energy, Inc., 7.875%, 5/15/2021		665,000		734,825

				6,201,080

Total Utilities				7,141,621


Total Non-Convertible Corporate Bonds (Identified Cost $477,611,817)				492,930,832


TOTAL CORPORATE BONDS (Identified Cost $478,088,442)				493,423,601


MUTUAL FUND - 0.3%

iShares iBoxx $ High Yield Corporate Bond ETF
(Identified Cost $3,692,508)		41,370		3,863,958


U.S. TREASURY SECURITIES - 2.7%

U.S. Treasury Notes - 2.7%
U.S. Treasury Note, 0.25%, 10/31/2015		20,000,000		19,976,560
U.S. Treasury Note, 0.625%, 10/15/2016		20,000,000		20,034,380


TOTAL U.S. TREASURY SECURITIES (Identified Cost $40,004,694)				40,010,940


ASSET-BACKED SECURITIES - 0.4%

Americredit Automobile Receivables Trust, Series 2012-5, Class A3, 0.62%, 6/8/2017		1,225,000		1,223,258
Credit Acceptance Auto Loan Trust, Series 2012-1A, Class A⁴, 2.20%, 9/16/2019		2,560,000		2,582,372
FDIC Trust, Series 2011-R1, Class A⁴, 2.672%, 7/25/2026		1,094,584		1,130,468
Hertz Vehicle Financing LLC, Series 2009-2A, Class A2⁴, 5.29%, 3/25/2016		170,000		178,626
Hertz Vehicle Financing LLC, Series 2010-1A, Class A2⁴, 3.74%, 2/25/2017		300,000		316,313


TOTAL ASSET-BACKED SECURITIES (Identified Cost $5,348,615)				5,431,037


	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES - 3.2%

Americold LLC Trust, Series 2010-ARTA, Class A1⁴, 3.847%, 1/14/2029		386,157		405,912
BAMLL Commercial Mortgage Securities Trust, Series 2012-PARK, Class A⁴, 2.959%, 12/10/2030		910,000		873,656
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A4⁵, 5.923%, 5/10/2045		100,000		109,845
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		1,325,000		1,450,299
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		790,000		833,112
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A4⁵, 5.899%, 9/11/2038		695,000		762,559
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		830,000		909,743
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A2⁴, 3.759%, 4/15/2044		660,000		694,984
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A4⁵, 5.392%, 7/15/2044		480,000		511,676
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1⁴, 3.156%, 7/10/2046		228,732		236,181
Commercial Mortgage Pass-Through Certificates, Series 2012-CR4, Class A3, 2.853%, 10/15/2045		1,275,000		1,220,360
Commercial Mortgage Trust, Series 2006-GG7, Class A4⁵, 6.018%, 7/10/2038		435,269		478,469
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^4,5, 2.50%, 5/25/2043		2,410,225		2,211,593
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^4,5, 2.13%, 2/25/2043		2,195,803		1,984,859
DBUBS Mortgage Trust, Series 2011-LC1A, Class A1⁴, 3.742%, 11/10/2046		818,967		860,953
Extended Stay America Trust, Series 2013-ESH7, Class A27⁴, 2.958%, 12/5/2031		2,015,000		1,982,002
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class A2, 2.377%, 5/25/2022		1,690,000		1,596,582

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,556,194	$	1,555,270
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,770,000		1,756,983
FREMF Mortgage Trust, Series 2011-K701, Class B^4,5, 4.436%, 7/25/2048		875,000		913,296
FREMF Mortgage Trust, Series 2011-K702, Class B^4,5, 4.936%, 4/25/2044		1,250,000		1,329,040
FREMF Mortgage Trust, Series 2013-K502, Class B^4,5, 2.842%, 3/25/2045		1,725,000		1,708,416
GS Mortgage Securities Corp. II, Series 2010-C2, Class A1⁴, 3.849%, 12/10/2043		1,061,503		1,123,150
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A4⁵, 5.418%, 1/12/2043		1,210,000		1,292,155
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁵, 5.368%, 12/15/2044		325,000		348,191
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁵, 6.056%, 4/15/2045		1,075,000		1,179,323
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^4,5, 3.00%, 3/25/2043		1,912,883		1,869,682
JP Morgan Mortgage Trust, Series 2013-2, Class A2^4,5, 3.50%, 5/25/2043		2,260,152		2,235,295
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A⁴, 3.913%, 6/25/2043		250,587		254,790
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-C5 Class A4, 3.176%, 8/15/2045		880,000		872,828
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A⁵, 5.23%, 9/15/2042		614,286		649,831
Morgan Stanley Capital I Trust, Series 2011-C1, Class A2⁴, 3.884%, 9/15/2047		700,000		737,858
Motel 6 Trust, Series 2012-MTL6, Class A2⁴, 1.948%, 10/5/2025		1,275,000		1,258,722
Sequoia Mortgage Trust, Series 2013-2, Class A1⁵, 1.874%, 2/25/2043		1,716,504		1,497,827
Sequoia Mortgage Trust, Series 2013-7, Class A2⁵, 3.00%, 6/25/2043		1,549,592		1,470,474
Sequoia Mortgage Trust, Series 2013-8, Class A1⁵, 3.00%, 6/25/2043		2,134,004		2,023,424
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX⁴, 4.004%, 9/13/2028		155,000		165,063
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁵, 5.414%, 10/15/2044		85,818		91,582
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁵, 6.011%, 6/15/2045		955,000		1,054,535
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2⁴, 4.393%, 11/15/2043		265,000		285,597
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class A3, 2.918%, 10/15/2045		2,315,000		2,233,017
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A2⁴, 3.791%, 2/15/2044		1,470,000		1,545,170
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045		1,815,000		1,824,890


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $49,420,657)				48,399,194


FOREIGN GOVERNMENT BONDS - 2.7%

Bonos de la Tesoreria de la Republica en pesos (Chile), 6.00%, 1/1/2018	CLP	330,000,000		689,868
Brazil Letras do Tesouro Nacional (Brazil)⁶, 0.00%, 1/1/2015	BRL	1,100,000		436,304
Brazilian Government Bond (Brazil), 8.875%, 10/14/2019		600,000		798,600
Canada Housing Trust No. 1 (Canada)⁴, 4.10%, 12/15/2018	CAD	295,000		310,841
Chile Government Bond (Chile), 3.25%, 9/14/2021		1,250,000		1,267,187
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR	230,000		346,529
Ireland Government Bond (Ireland), 5.40%, 3/13/2025	EUR	230,000		354,161
Italy Buoni Poliennali Del Tesoro (Italy), 2.25%, 5/15/2016	EUR	130,000		178,653
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR	480,000		731,167
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR	565,000		860,261
Italy Buoni Poliennali Del Tesoro (Italy), 4.50%, 5/1/2023	EUR	480,000		681,376
Italy Buoni Poliennali Del Tesoro (Italy)⁴, 5.00%, 3/1/2025	EUR	375,000		546,378
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY	77,000,000		786,983
Japan Government Two Year Bond (Japan), 0.10%, 3/15/2014	JPY	55,300,000		562,466
Korea Treasury Bond (South Korea), 4.50%, 3/10/2015	KRW	720,000,000		694,538
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW	370,000,000		348,285
Malaysia Government Bond (Malaysia), 3.434%, 8/15/2014	MYR	1,170,000		372,255

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

FOREIGN GOVERNMENT BONDS (continued)

Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR	1,775,000	$	579,792
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN	12,329,000		1,021,582
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN	4,560,000		377,652
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN	2,000,000		174,772
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN	3,000,000		240,835
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN	5,500,000		437,502
Portugal Obrigacoes do Tesouro OT (Portugal)⁴, 4.20%, 10/15/2016	EUR	190,000		256,174
Portugal Obrigacoes do Tesouro OT (Portugal)⁴, 4.80%, 6/15/2020	EUR	135,000		171,493
Portugal Obrigacoes do Tesouro OT (Portugal)⁴, 4.95%, 10/25/2023	EUR	140,000		172,744
Portugal Obrigacoes do Tesouro OT (Portugal)⁴, 5.65%, 2/15/2024	EUR	260,000		333,953
Province of Manitoba Canada, Series FH (Canada), 4.90%, 12/6/2016		1,620,000		1,822,111
Province of New Brunswick Canada (Canada), 5.20%, 2/21/2017		3,500,000		3,978,975
Province of Nova Scotia Canada (Canada), 5.125%, 1/26/2017		1,250,000		1,414,963
Province of Ontario Canada (Canada), 2.30%, 5/10/2016		7,315,000		7,602,480
Province of Quebec Canada (Canada), 5.125%, 11/14/2016		6,600,000		7,425,660
Russian Foreign Bond - Eurobond (Russia)⁴, 5.00%, 4/29/2020		500,000		545,000
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD	650,000		558,423
Spain Government Bond (Spain), 3.30%, 7/30/2016	EUR	140,000		197,017
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR	250,000		366,254
Spain Government Bond (Spain), 4.00%, 4/30/2020	EUR	390,000		551,870
Spain Government Bond (Spain)⁴, 5.40%, 1/31/2023	EUR	575,000		865,806
Spain Government Bond (Spain), 4.80%, 1/31/2024	EUR	490,000		704,486
Spain Government Bond (Spain), 4.65%, 7/30/2025	EUR	110,000		154,804
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP	290,000		462,093
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP	365,000		676,754


TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $40,037,789)				41,059,047


U.S. GOVERNMENT AGENCIES - 20.6%

Mortgage-Backed Securities - 9.1%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		1,340,753		1,454,054
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		121,206		131,309
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		155,334		170,255
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		868,240		941,628
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		200,297		219,529
Fannie Mae, Pool #888815, 4.50%, 11/1/2022		144,031		153,340
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		1,473,738		1,597,304
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024		104,838		111,462
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024		303,825		323,159
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		117,470		127,891
Fannie Mae, Pool #AB4086, 3.00%, 12/1/2026		1,838,499		1,911,318
Fannie Mae, Pool #AJ7717, 3.00%, 12/1/2026		2,233,171		2,321,704
Fannie Mae, Pool #AK7413, 3.00%, 3/1/2027		1,759,416		1,829,272
Fannie Mae, Pool #AO6562, 3.00%, 6/1/2027		296,078		307,880
Fannie Mae, Pool #AP0000, 3.50%, 7/1/2027		675,996		714,327
Fannie Mae, Pool #AB5970, 3.00%, 8/1/2027		2,628,283		2,733,059
Fannie Mae, Pool #AP7539, 3.00%, 9/1/2027		1,691,382		1,758,796
Fannie Mae, Pool #AB6580, 3.00%, 10/1/2027		455,313		473,454
Fannie Mae, Pool #AL2720, 3.00%, 11/1/2027		1,431,831		1,488,874
Fannie Mae, Pool #AQ4426, 3.00%, 11/1/2027		587,448		610,869
Fannie Mae, Pool #AQ5073, 3.00%, 12/1/2027		170,397		177,358
Fannie Mae, Pool #AQ5190, 3.00%, 12/1/2027		194,661		202,550
Fannie Mae, Pool #AR4926, 3.00%, 1/1/2028		566,833		589,809
Fannie Mae, Pool #AR5885, 3.00%, 1/1/2028		160,814		167,326
Fannie Mae, Pool #AB7722, 3.50%, 1/1/2028		449,366		474,898

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AR1092, 3.00%, 2/1/2028		360,702	$	375,329
Fannie Mae, Pool #AR5986, 3.00%, 2/1/2028		164,701		171,430
Fannie Mae, Pool #AB8457, 3.50%, 2/1/2028		791,169		836,123
Fannie Mae, Pool #AB8601, 3.00%, 3/1/2028		590,437		614,372
Fannie Mae, Pool #AL3301, 3.00%, 3/1/2028		1,209,623		1,258,637
Fannie Mae, Pool #AL3586, 3.00%, 3/1/2028		859,441		893,716
Fannie Mae, Pool #AR6001, 3.00%, 3/1/2028		171,779		178,799
Fannie Mae, Pool #AR6002, 3.00%, 3/1/2028		275,881		287,067
Fannie Mae, Pool #AR6024, 3.00%, 3/1/2028		860,114		894,954
Fannie Mae, Pool #AR8950, 3.00%, 3/1/2028		404,569		420,976
Fannie Mae, Pool #AT3152, 3.00%, 4/1/2028		658,099		684,783
Fannie Mae, Pool #MA1405, 3.00%, 4/1/2028		209,738		218,240
Fannie Mae, Pool #MA1423, 3.50%, 4/1/2028		185,585		196,136
Fannie Mae, Pool #AT2899, 3.00%, 5/1/2028		332,015		345,474
Fannie Mae, Pool #AT9599, 3.00%, 6/1/2028		435,286		452,855
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		95,947		102,747
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		1,826,364		1,991,586
Fannie Mae, Pool #886904, 6.50%, 9/1/2036		227,697		251,344
Fannie Mae, Pool #888021, 6.00%, 12/1/2036		630,565		690,905
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		641,219		698,198
Fannie Mae, Pool #918516, 5.50%, 6/1/2037		312,270		340,019
Fannie Mae, Pool #995050, 6.00%, 9/1/2037		799,679		877,214
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		2,426,201		2,657,678
Fannie Mae, Pool #933521, 5.00%, 1/1/2038		72,462		78,621
Fannie Mae, Pool #972107, 5.00%, 2/1/2038		144,730		157,817
Fannie Mae, Pool #889260, 5.00%, 4/1/2038		84,071		91,260
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		1,684,129		1,842,433
Fannie Mae, Pool #912948, 5.00%, 5/1/2038		168,414		182,727
Fannie Mae, Pool #975840, 5.00%, 5/1/2038		148,299		160,973
Fannie Mae, Pool #889579, 6.00%, 5/1/2038		1,740,864		1,902,873
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		2,731,343		2,989,700
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038		1,413,299		1,543,735
Fannie Mae, Pool #986458, 6.00%, 8/1/2038		50,529		55,192
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		179,791		196,384
Fannie Mae, Pool #990897, 6.00%, 9/1/2038		327,407		357,624
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		323,064		353,933
Fannie Mae, Pool #993920, 6.00%, 11/1/2038		173,997		190,055
Fannie Mae, Pool #257497, 6.00%, 12/1/2038		100,974		110,293
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038		96,094		105,158
Fannie Mae, Pool #971022, 5.00%, 1/1/2039		170,735		185,362
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		185,671		201,451
Fannie Mae, Pool #988811, 6.00%, 1/1/2039		122,429		133,849
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		228,412		247,824
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		2,259,258		2,417,281
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		684,009		744,790
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039		2,473,902		2,702,223
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039		358,691		393,042
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039		215,491		233,998
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		391,699		425,951
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		3,145,671		3,366,660

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039		177,396	$	192,979
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040		310,048		337,218
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		3,540,306		3,873,363
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		988,489		1,079,719
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		4,212,003		4,600,736
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		2,345,918		2,570,090
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		5,783,674		6,319,745
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,955,828		2,093,459
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		808,815		866,832
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		590,647		633,220
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,975,351		2,122,119
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		508,143		544,806
Fannie Mae, Pool #AO8298, 3.50%, 8/1/2042		1,488,492		1,528,505
Fannie Mae, Pool #AB6228, 3.50%, 9/1/2042		1,467,061		1,508,798
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		2,059,289		2,034,247
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		480,929		475,280
Fannie Mae, Pool #AL3499, 3.50%, 5/1/2043		787,792		808,950
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		1,102,604		1,090,111
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		998,549		987,150
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		509,576		550,103
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		189,248		207,713
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		140,705		154,735
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		190,232		209,403
Freddie Mac, Pool #J16679, 3.00%, 9/1/2026		1,430,622		1,483,879
Freddie Mac, Pool #E09019, 3.00%, 12/1/2027		405,947		420,944
Freddie Mac, Pool #E09022, 3.00%, 1/1/2028		211,112		219,169
Freddie Mac, Pool #J22551, 3.00%, 1/1/2028		401,521		416,354
Freddie Mac, Pool #J22427, 3.00%, 2/1/2028		327,332		339,878
Freddie Mac, Pool #G14708, 3.50%, 2/1/2028		495,904		523,903
Freddie Mac, Pool #E09026, 3.00%, 3/1/2028		1,063,302		1,103,973
Freddie Mac, Pool #E09029, 3.00%, 3/1/2028		966,990		1,004,112
Freddie Mac, Pool #J23444, 3.00%, 4/1/2028		202,665		210,182
Freddie Mac, Pool #G08216, 5.50%, 8/1/2037		1,142,543		1,234,882
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		140,609		153,137
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		511,263		552,583
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		1,927,459		2,100,225
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		2,246,525		2,428,087
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		1,188,285		1,284,321
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		536,005		579,324
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		462,255		499,614
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		1,282,540		1,386,194
Freddie Mac, Pool #G04471, 5.50%, 7/1/2038		195,090		210,856
Freddie Mac, Pool #G04776, 5.50%, 7/1/2038		1,369,680		1,480,376
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		921,204		995,655
Freddie Mac, Pool #G05196, 5.50%, 10/1/2038		1,831,139		1,979,129
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		1,630,173		1,761,921
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		3,184,211		3,394,206
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		1,139,760		1,231,874
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		940,242		1,016,232
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		417,586		454,994

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		235,707	$	256,962
Freddie Mac, Pool #G07104, 5.50%, 5/1/2040		965,968		1,045,806
Freddie Mac, Pool #G06789, 6.00%, 5/1/2040		1,147,977		1,251,281
Freddie Mac, Pool #C03815, 3.50%, 3/1/2042		473,448		484,403
Freddie Mac, Pool #G07213, 3.50%, 11/1/2042		1,306,727		1,337,429
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		2,073,318		1,941,196
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		2,568,058		2,404,290
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		1,072,164		1,054,393
Freddie Mac, Pool #Q19118, 3.50%, 6/1/2043		1,994,487		2,041,495
Freddie Mac, Pool #Q19121, 3.50%, 6/1/2043		1,995,880		2,042,301
Freddie Mac, Pool #V80160, 3.50%, 6/1/2043		1,197,076		1,224,589
Freddie Mac, Pool #C09044, 3.50%, 7/1/2043		795,985		814,280
Ginnie Mae, Pool #671161, 5.50%, 11/15/2037		105,932		115,860


Total Mortgage-Backed Securities (Identified Cost $136,713,559)				137,070,786


Other Agencies - 11.5%
Fannie Mae, 2.375%, 7/28/2015		11,500,000		11,910,573
Fannie Mae, 0.50%, 9/28/2015		23,000,000		23,064,837
Fannie Mae, 0.375%, 12/21/2015		14,000,000		13,989,136
Fannie Mae, 1.375%, 11/15/2016		20,000,000		20,416,820
Fannie Mae, 0.875%, 8/28/2017		31,000,000		30,790,626
Freddie Mac, 0.50%, 5/13/2016		7,000,000		6,996,983
Freddie Mac, 2.00%, 8/25/2016		21,500,000		22,327,234
Freddie Mac, 1.25%, 5/12/2017		18,000,000		18,228,510
Freddie Mac, 2.375%, 1/13/2022		24,584,000		24,100,138


Total Other Agencies (Identified Cost $171,806,337)				171,824,857


TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $308,519,896)				308,895,643


	SHARES

SHORT-TERM INVESTMENT - 2.8%

Dreyfus Cash Management, Inc. - Institutional Shares⁷, 0.04%,
(Identified Cost $42,130,257)		42,130,257		42,130,257

TOTAL INVESTMENTS - 98.6%
(Identified Cost $1,384,266,997)				1,475,128,037
OTHER ASSETS, LESS LIABILITIES - 1.4%				21,328,951

NET ASSETS - 100%			$	1,496,456,988

KEY:

ADR - American Depository Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CLP - Chilean Peso

EUR - Euro

GBP - British Pound

GDR - Global Depository Receipt

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

SGD - Singapore Dollar

#Less than 0.1%.

*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.

²The rate shown is a fixed rate as of October 31, 2013; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2015 to 2022.

³Amount is stated in USD unless otherwise noted.

⁴Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $127,239,154 or 8.5%, of the Series’ net assets as of October 31, 2013 (see Note 2 to the financial statements).

⁵The coupon rate is floating and is the effective rate as of October 31, 2013.

⁶Represents a zero-coupon bond.

⁷Rate shown is the current yield as of October 31, 2013.

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

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

October 31, 2013


ASSETS:

Investments, at value (identified cost $1,384,266,997) (Note 2)	$	1,475,128,037
Cash		99,212
Foreign currency (identified cost $554)		558
Receivable for securities sold		14,665,206
Interest receivable		8,047,842
Receivable for fund shares sold		3,659,552
Dividends receivable		245,898
Foreign tax reclaims receivable		180,393


TOTAL ASSETS		1,502,026,698


LIABILITIES:

Accrued foreign capital gains tax (Note 2)		225
Accrued management fees (Note 3)		782,949
Accrued shareholder services fees (Class S) (Note 3)		181,938
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		107,160
Accrued fund accounting and administration fees (Note 3)		77,379
Accrued transfer agent fees (Note 3)		68,053
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		2,570,407
Payable for fund shares repurchased		1,634,203
Other payables and accrued expenses		146,989


TOTAL LIABILITIES		5,569,710


TOTAL NET ASSETS	$	1,496,456,988


NET ASSETS CONSIST OF:

Capital stock	$	1,141,312
Additional paid-in-capital		1,331,569,484
Undistributed net investment income		9,120,712
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		63,752,506
Net unrealized appreciation on investments (net of foreign capital gains tax of $225), foreign currency and translation of other assets and liabilities		90,872,974


TOTAL NET ASSETS	$	1,496,456,988

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

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

October 31, 2013


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($1,027,159,793/72,420,089 shares)	$	14.18

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($318,106,291/27,949,219 shares)	$	11.38

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($102,919,275/9,368,076 shares)	$	10.99

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($48,271,629/4,393,801 shares)	$	10.99

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

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

For the Year Ended October 31, 2013


INVESTMENT INCOME:

Interest	$	24,300,014
Dividends (net of foreign taxes withheld, $317,607)		11,664,594


Total Investment Income		35,964,608


EXPENSES:

Management fees (Note 3)		8,820,219
Shareholder services fees (Class S) (Note 3)		2,113,065
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		888,654
Fund accounting and administration fees (Note 3)		277,793
Transfer agent fees (Note 3)		245,460
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		208,169
Directors’ fees (Note 3)		34,054
Chief Compliance Officer service fees (Note 3)		2,370
Custodian fees		104,014
Miscellaneous		374,275


Total Expenses		13,068,073


NET INVESTMENT INCOME		22,896,535


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

Net realized gain (loss) on-
Investments		67,285,749
Foreign currency and translation of other assets and liabilities		(212,761	)


		67,072,988


Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $225)		19,743,206
Foreign currency and translation of other assets and liabilities		10,102


		19,753,308


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		86,826,296


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	109,722,831

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

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


	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	22,896,535		$	20,049,842
Net realized gain on investments and foreign currency		67,072,988			27,785,875
Net change in unrealized appreciation (depreciation) on investments and foreign currency		19,753,308			37,011,895


Net increase from operations		109,722,831			84,847,612


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(14,804,570	)		(15,950,542	)
From net investment income (Class I)		(5,357,086	)		(4,666,555	)
From net investment income (Class C)		(974,500	)		(818,634	)
From net investment income (Class R)		(608,022	)		(291,148	)
From net realized gain on investments (Class S)		(21,212,380	)		(14,036,267	)
From net realized gain on investments (Class I)		(6,649,603	)		(3,415,773	)
From net realized gain on investments (Class C)		(2,048,612	)		(925,150	)
From net realized gain on investments (Class R)		(927,955	)		(105,151	)


Total distributions to shareholders		(52,582,728	)		(40,209,220	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		110,559,153			186,355,904


Net increase in net assets		167,699,256			230,994,296

NET ASSETS:

Beginning of year		1,328,757,732			1,097,763,436


End of year (including undistributed net investment income of $ 9,120,712 and $7,916,027, respectively)	$	1,496,456,988		$	1,328,757,732

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

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


	FOR THE YEARS ENDED
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.62		$	13.16		$	13.37		$	12.21		$	11.13

Income (loss) from investment operations:
Net investment income¹		0.22			0.22			0.25			0.29			0.23
Net realized and unrealized gain (loss) on investments		0.83			0.69			0.12			1.07			1.07


Total from investment operations		1.05			0.91			0.37			1.36			1.30


Less distributions to shareholders:
From net investment income		(0.20	)		(0.24	)		(0.24	)		(0.20	)		(0.22	)
From net realized gain on investments		(0.29	)		(0.21	)		(0.34	)		—			—


Total distributions to shareholders		(0.49	)		(0.45	)		(0.58	)		(0.20	)		(0.22	)


Net asset value - End of year	$	14.18		$	13.62		$	13.16		$	13.37		$	12.21


Net assets - End of year (000’s omitted)	$	1,027,160		$	973,964		$	870,693		$	683,681		$	328,201


Total return²		7.93	%		7.15	%		2.87	%		11.26	%		11.83	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.87	%		0.88	%		0.89	%		0.90	%		0.90	%
Net investment income		1.58	%		1.65	%		1.87	%		2.28	%		1.97	%
Series portfolio turnover		54	%		54	%		25	%		42	%		47	%

^* 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 amounts:

		N/A			N/A			N/A			0.00	%³		0.03	%

¹Calculated based on average shares outstanding during the year.

³Less than 0.01%.

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

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


	FOR THE YEARS ENDED
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.03		$	10.75		$	11.03		$	10.11		$	9.27

Income (loss) from investment operations:
Net investment income¹		0.20			0.20			0.22			0.26			0.21
Net realized and unrealized gain (loss) on investments		0.66			0.55			0.10			0.88			0.87


Total from investment operations		0.86			0.75			0.32			1.14			1.08


Less distributions to shareholders:
From net investment income		(0.22	)		(0.26	)		(0.26	)		(0.22	)		(0.24	)
From net realized gain on investments		(0.29	)		(0.21	)		(0.34	)		—			—


Total distributions to shareholders		(0.51	)		(0.47	)		(0.60	)		(0.22	)		(0.24	)


Net asset value - End of year	$	11.38		$	11.03		$	10.75		$	11.03		$	10.11


Net assets - End of year (000’s omitted)	$	318,106		$	249,566		$	181,345		$	139,399		$	95,879


Total return²		8.15	%		7.34	%		3.07	%		11.49	%		11.94	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.67	%		0.68	%		0.69	%		0.70	%		0.70	%
Net investment income		1.77	%		1.84	%		2.07	%		2.48	%		2.17	%
Series portfolio turnover		54	%		54	%		25	%		42	%		47	%

^* 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 amounts:

		N/A			N/A			N/A			0.00	%³		0.03	%

¹Calculated based on average shares outstanding during the year.

³Less than 0.01%.

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

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


	FOR THE YEARS ENDED									FOR THE PERIOD 1/4/10¹TO 10/31/10
	10/31/13			10/31/12			10/31/11			FOR THE PERIOD 1/4/10¹TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.68		$	10.42		$	10.73		$	10.00

Income from investment operations:
Net investment income²		0.08			0.09			0.11			0.12
Net realized and unrealized gain on investments		0.65			0.55			0.10			0.68


Total from investment operations		0.73			0.64			0.21			0.80


Less distributions to shareholders:
From net investment income		(0.13	)		(0.17	)		(0.18	)		(0.07	)
From net realized gain on investments		(0.29	)		(0.21	)		(0.34	)		—


Total distributions to shareholders		(0.42	)		(0.38	)		(0.52	)		(0.07	)


Net asset value - End of period	$	10.99		$	10.68		$	10.42		$	10.73


Net assets - End of period (000’s omitted)	$	102,919		$	72,239		$	42,898		$	17,514


Total return³		7.06	%		6.42	%		2.06	%		8.03	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.67	%		1.69	%		1.69	%		1.70	%⁴
Net investment income		0.78	%		0.84	%		1.03	%		1.43	%⁴
Series portfolio turnover		54	%		54	%		25	%		42	%

^* 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 amounts:

		N/A			N/A			N/A			0.00	%^4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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 the 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.

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


	FOR THE YEARS ENDED									FOR THE PERIOD 6/30/10¹TO 10/31/10
	10/31/13			10/31/12			10/31/11			FOR THE PERIOD 6/30/10¹TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.67		$	10.44		$	10.76		$	10.00

Income from investment operations:
Net investment income²		0.14			0.14			0.13			0.05
Net realized and unrealized gain on investments		0.64			0.54			0.13			0.71


Total from investment operations		0.78			0.68			0.26			0.76


Less distributions to shareholders:
From net investment income		(0.17	)		(0.24	)		(0.24	)		—
From net realized gain on investments		(0.29	)		(0.21	)		(0.34	)		—


Total distributions to shareholders		(0.46	)		(0.45	)		(0.58	)		—


Net asset value - End of period	$	10.99		$	10.67		$	10.44		$	10.76


Net assets - End of period (000’s omitted)	$	48,272		$	32,988		$	2,828		$	1


Total return³		7.64	%		6.85	%		2.61	%		7.60	%
Ratios (to average net assets)/
Supplemental Data:
Expenses		1.17	%		1.19	%		1.19	%		1.20	%⁴
Net investment income		1.28	%		1.32	%		1.31	%		1.51	%⁴
Series portfolio turnover		54	%		54	%		25	%		42	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

⁴Annualized.

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

Performance Update - Pro-Blend^® Moderate Term Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	TEN YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S³	13.07%	9.93%	6.95%	7.24%
Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class I^3,4	13.34%	10.23%	7.09%	7.32%
Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class C^3,5	12.27%	9.12%	6.18%	6.51%
Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class R^3,5	12.77%	9.60%	6.68%	7.03%
Barclays U.S. Aggregate Bond Index⁶	-1.08%	6.09%	4.78%	5.77%
30/10/60 Blended Index⁷	9.40%	10.04%	6.44%	7.15%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S for the ten years ended October 31, 2013 to the Barclays U.S. Aggregate Bond Index and the 30/10/60 Blended Index.

LOGO

²Performance numbers for the Series are calculated from September 15, 1993, the Class S inception date. The Barclays U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Indices are calculated from September 30, 1993.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 1.06% for Class S, 0.81% for Class I, 1.81% for Class C and 1.31% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.06% for Class S, 0.81% for Class I, 1.81% for class C and 1.31% for Class R for the year ended October 31, 2013.

⁵For periods through the inception of Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S adjusted for expense differences.

⁶The Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

Performance Update - Pro-Blend^® Moderate Term Series

(unaudited)

⁷The 30/10/60 Blended Index is represented by 30% Russell 3000^® Index (Russell 3000), 10% MSCI ACWI ex USA Index (ACWIxUS), and 60% Barclays U.S. Aggregate Bond Index (BAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends, thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value-weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices.

Shareholder Expense Example - Pro-Blend^® Moderate Term Series

(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 (May 1, 2013 to October 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,045.70	$5.47	1.06%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.86	$5.40	1.06%
Class I
Actual	$1,000.00	$1,047.00	$4.18	0.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.12	$4.13	0.81%
Class C
Actual	$1,000.00	$1,042.40	$9.32	1.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.08	$9.20	1.81%
Class R
Actual	$1,000.00	$1,044.70	$6.75	1.31%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.60	$6.67	1.31%

Portfolio Composition - Pro-Blend^® Moderate Term Series

As of October 31, 2013 (unaudited)

LOGO


Sector Allocation³
Financials	25.9	%
Consumer Discretionary	16.8	%
Information Technology	15.8	%
Energy	12.7	%
Health Care	7.9	%
Consumer Staples	6.9	%
Industrials	6.2	%
Materials	5.5	%
Telecommunication Services	1.9	%
Utilities	0.4	%

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


Top Ten Stock Holdings⁴
Hess Corp.	2.8	%
EMC Corp.	1.8	%
Electronic Arts, Inc.	1.6	%
Apple, Inc.	1.4	%
Juniper Networks, Inc.	1.3	%
Alcoa, Inc.	1.2	%
DIRECTV	1.2	%
Qualcomm, Inc.	1.2	%
Viacom, Inc. - Class B	1.2	%
Nestle S.A. (Switzerland)	1.1	%

⁴ As a percentage of total investments.

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 48.2%

Consumer Discretionary - 9.6%
Auto Components - 0.1%
BorgWarner, Inc.		1,300	$	134,069
F.C.C. Co. Ltd. (Japan)¹		8,700		198,751
Hankook Tire Co. Ltd. (South Korea)¹		10,712		628,413
Musashi Seimitsu Industry Co. Ltd. (Japan)¹		9,200		217,095
Nissin Kogyo Co. Ltd. (Japan)¹		12,500		233,821

				1,412,149

Automobiles - 0.1%
Hyundai Motor Co. (South Korea)¹		1,200		285,893
Tesla Motors, Inc.*		3,600		575,784
Toyota Motor Corp. (Japan)¹		4,900		317,707

				1,179,384

Diversified Consumer Services - 0.0%^#
Anhanguera Educacional Participacoes S.A. (Brazil)		79,470		475,358

Hotels, Restaurants & Leisure - 1.0%
Accor S.A. (France)¹		185,480		8,290,237
Arcos Dorados Holdings, Inc., Class A (Argentina)		10,350		124,614
BJ’s Restaurants, Inc.*		14,700		397,782
Hyatt Hotels Corp. - Class A*		10,810		514,556
InterContinental Hotels Group plc (United Kingdom)¹		24,937		726,589
Orient-Express Hotels Ltd. - ADR - Class A*		50,290		669,360
Yum! Brands, Inc.		82,850		5,602,317

				16,325,455

Household Durables - 0.2%
DR Horton, Inc.		25,260		478,677
Lennar Corp. - Class A		20,240		719,532
LG Electronics, Inc. (South Korea)¹		5,610		359,354
NVR, Inc.*		330		302,716
Rodobens Negocios Imobiliarios S.A. (Brazil)		36,860		223,773
Toll Brothers, Inc.*		16,510		542,849

				2,626,901

Internet & Catalog Retail - 0.1%
HomeAway, Inc.*		36,930		1,094,974
Ocado Group plc (United Kingdom)*¹		68,220		474,730
Shutterfly, Inc.*		10,680		524,815

				2,094,519

Leisure Equipment & Products - 0.0%^#
Nikon Corp. (Japan)¹		11,700		216,289

Media - 7.1%
British Sky Broadcasting Group plc (United Kingdom)¹		31,890		479,150
DIRECTV*		287,460		17,963,375
Imax Corp. (Canada)*		23,910		696,977
LIN Media LLC - Class A*		103,690		2,547,663
Mediaset Espana Comunicacion S.A. (Spain)*¹		32,220		393,224
ProSiebenSat.1 Media AG (Germany)¹		1,910		90,806
Reed Elsevier plc - ADR (United Kingdom)		4,434		249,102
Sinclair Broadcast Group, Inc. - Class A		125,870		4,035,392
Societe Television Francaise 1 (France)¹		29,110		560,892
Starz - Class A*		343,880		10,367,982
Time Warner, Inc.		250,150		17,195,311
Tribune Co.*		60,720		4,065,204
Twenty-First Century Fox, Inc.		467,410		15,929,333
Valassis Communications, Inc.		22,870		625,723
Viacom, Inc. - Class B		230,350		19,185,851
The Walt Disney Co.		244,780		16,789,460
ZON OPTIMUS SGPS S.A. (Portugal)¹		135,390		928,669

				112,104,114

Multiline Retail - 0.0%^#
Marks & Spencer Group plc (United Kingdom)¹		21,410		172,655

Specialty Retail - 0.3%
Aeropostale, Inc.*		22,820		211,998
American Eagle Outfitters, Inc.		32,990		511,015
Belle International Holdings Ltd. (Hong Kong)¹		346,900		489,137
Chico’s FAS, Inc.		10,430		178,874
China ZhengTong Auto Services Holdings Ltd. (China)*¹		181,000		126,035
Dick’s Sporting Goods, Inc.		11,070		589,035
Group 1 Automotive, Inc.		3,290		210,560
Hennes & Mauritz AB - Class B (Sweden)¹		6,690		289,087
Komeri Co. Ltd. (Japan)¹		9,900		241,767
Penske Automotive Group, Inc.		6,560		259,907
Rent-A-Center, Inc.		10,320		353,357
Select Comfort Corp.*		4,210		77,127
Sonic Automotive, Inc. - Class A		10,550		235,054

				3,772,953

Textiles, Apparel & Luxury Goods - 0.7%
Adidas AG (Germany)¹		4,150		472,876
Daphne International Holdings Ltd. (China)¹		288,000		150,147

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Textiles, Apparel & Luxury Goods (continued)
Hugo Boss AG (Germany)¹		2,480	$	323,063
Kering (France)¹		1,625		368,276
Lululemon Athletica, Inc. (Canada)*		136,800		9,446,040

				10,760,402

Total Consumer Discretionary				151,140,179


Consumer Staples - 4.5%
Beverages - 1.3%
Anheuser-Busch InBev N.V. (Belgium)¹		116,320		12,058,208
C&C Group plc (Ireland)¹		82,070		480,466
Carlsberg A/S - Class B (Denmark)¹		5,800		579,339
Cia Cervecerias Unidas S.A. - ADR (Chile)		9,075		242,212
Cia de Bebidas das Americas (AmBev) - ADR (Brazil)		118,290		4,400,388
Diageo plc (United Kingdom)¹		22,700		723,624
Kirin Holdings Co. Ltd. (Japan)¹		30,000		438,465
SABMiller plc (United Kingdom)¹		4,270		222,643
Tsingtao Brewery Co. Ltd. - Class H (China)¹		66,000		540,504

				19,685,849

Food & Staples Retailing - 0.2%
Carrefour S.A. (France)¹		23,947		874,130
Casino Guichard-Perrachon S.A. (France)¹		2,420		272,021
Distribuidora Internacional de Alimentacion S.A. (Spain)¹		55,640		507,271
Koninklijke Ahold N.V. (Netherlands)¹		11,940		226,939
Tesco plc (United Kingdom)¹		182,805		1,066,335
Whole Foods Market, Inc.		4,620		291,661

				3,238,357

Food Products - 2.4%
Annie’s, Inc.*		1,470		69,457
Barry Callebaut AG (Switzerland)¹		370		386,576
Charoen Pokphand Foods PCL (Thailand)¹		600,680		468,734
Danone (France)¹		10,810		800,637
Glanbia plc (Ireland)¹		8,820		123,586
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		138,570		466,246
Kraft Foods Group, Inc.		84,553		4,597,992
M Dias Branco S.A. (Brazil)		5,100		239,200
Nestle S.A. (Switzerland)¹		242,760		17,523,378
Unilever plc - ADR (United Kingdom)		302,529		12,279,652

				36,955,458

Household Products - 0.0%^#
Reckitt Benckiser Group plc (United Kingdom)¹		8,900		692,062

Personal Products - 0.0%^#
Beiersdorf AG (Germany)¹		1,320		125,867
Kao Corp. (Japan)¹		10,300		343,027
Natura Cosmeticos S.A. (Brazil)		9,100		181,984

				650,878

Tobacco - 0.6%
Gudang Garam Tbk PT (Indonesia)¹		38,000		124,242
Imperial Tobacco Group plc (United Kingdom)¹		257,590		9,616,929
Swedish Match AB (Sweden)¹		12,920		426,009

				10,167,180

Total Consumer Staples				71,389,784


Energy - 7.8%
Energy Equipment & Services - 3.3%
Anton Oilfield Services Group (China)¹		78,000		49,335
Baker Hughes, Inc.		203,490		11,820,734
Calfrac Well Services Ltd. (Canada)		20,230		630,581
Cameron International Corp.*		220,080		12,073,589
CARBO Ceramics, Inc.		4,790		600,379
CGG (France)*¹		11,858		260,639
Core Laboratories N.V. - ADR		750		140,415
Fugro N.V. (Netherlands)¹		1,890		118,164
Gulfmark Offshore, Inc. - Class A		2,680		133,410
ION Geophysical Corp.*		32,500		150,800
Key Energy Services, Inc.*		12,140		94,935
National Oilwell Varco, Inc.		1,250		101,475
Petroleum Geo-Services ASA (Norway)¹		16,200		196,475
Prosafe SE (Norway)¹		11,150		95,566
Schlumberger Ltd.		148,715		13,937,570
SPT Energy Group, Inc. (China)¹		114,000		62,748
Trican Well Service Ltd. (Canada)		40,240		565,402
Weatherford International Ltd. - ADR*		631,020		10,373,969

				51,406,186

Oil, Gas & Consumable Fuels - 4.5%
Apache Corp.		35,870		3,185,256
Cameco Corp. (Canada)		18,770		356,630
Cloud Peak Energy, Inc.*		63,710		994,513
Encana Corp. (Canada)		30,670		549,606
EOG Resources, Inc.		31,850		5,682,040
Hess Corp.		538,740		43,745,688
Koninklijke Vopak N.V. (Netherlands)¹		3,920		241,094
Pacific Rubiales Energy Corp. (Colombia)		12,470		257,975
Peabody Energy Corp.		350,370		6,825,208
Petroleo Brasileiro S.A. - ADR (Brazil)		42,900		779,064
Range Resources Corp.		81,210		6,148,409

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Royal Dutch Shell plc - Class B (Netherlands)¹		6,202	$	214,715
Royal Dutch Shell plc - Class B - ADR (Netherlands)		6,790		472,041
Statoil ASA (Norway)¹		12,290		290,796
Talisman Energy, Inc. (Canada)		66,150		824,773
Whitehaven Coal Ltd. (Australia)*¹		39,000		59,740

				70,627,548

Total Energy				122,033,734


Financials - 3.9%
Capital Markets - 0.0%^#
Daiwa Securities Group, Inc. (Japan)¹		46,000		420,154

Commercial Banks - 0.1%
Hong Leong Financial Group Berhad (Malaysia)¹		117,900		565,103
HSBC Holdings plc (United Kingdom)¹		32,900		360,631
ICICI Bank Ltd. - ADR (India)		7,650		285,498
Shinhan Financial Group Co. Ltd. (South Korea)¹		9,100		396,793
Sumitomo Mitsui Trust Holdings, Inc. (Japan)¹		106,000		523,543

				2,131,568

Diversified Financial Services - 0.6%
JSE Ltd. (South Africa)¹		121,790		1,065,189
MarketAxess Holdings, Inc.		5,320		347,024
McGraw-Hill Financial, Inc.		100,780		7,022,350

				8,434,563

Insurance - 0.3%
Admiral Group plc (United Kingdom)¹		10,160		208,020
Allianz SE (Germany)¹		7,010		1,177,001
AXA S.A. (France)¹		11,080		276,064
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		131,700		1,199,304
First American Financial Corp.		12,210		315,751
Mapfre S.A. (Spain)¹		204,600		821,614
Muenchener Rueckversicherungs AG (MunichRe) (Germany)¹		3,525		735,432
Zurich Insurance Group AG (Switzerland)¹		1,580		436,591

				5,169,777

Real Estate Investment Trusts (REITS) - 2.4%
Agree Realty Corp.		20,700		653,499
Alexandria Real Estate Equities, Inc.		41,790		2,748,946
Alstria Office REIT AG (Germany)¹		38,200		484,327
American Assets Trust, Inc.		12,960		431,438
American Campus Communities, Inc.		14,830		512,525
Apartment Investment & Management Co. - Class A		16,410		459,152
Associated Estates Realty Corp.		30,940		474,620
AvalonBay Communities, Inc.		3,230		403,911
BioMed Realty Trust, Inc.		161,140		3,209,909
Boston Properties, Inc.		8,650		895,275
Camden Property Trust		6,420		412,164
Cedar Realty Trust, Inc.		118,960		679,262
Coresite Realty Corp.		24,760		803,214
Corporate Office Properties Trust		118,450		2,913,870
CubeSmart		30,510		557,418
Digital Realty Trust, Inc.		48,190		2,296,735
DuPont Fabros Technology, Inc.		141,380		3,513,293
Education Realty Trust, Inc.		32,910		300,797
Equity Lifestyle Properties, Inc.		10,400		395,096
Equity Residential		7,740		405,266
General Growth Properties, Inc.		53,060		1,126,464
HCP, Inc.		21,610		896,815
Health Care REIT, Inc.		17,790		1,153,681
Healthcare Realty Trust, Inc.		15,140		363,511
Healthcare Trust of America, Inc.*		43,230		502,332
Home Properties, Inc.		10,250		618,177
Host Hotels & Resorts, Inc.		53,994		1,001,589
Kimco Realty Corp.		37,820		812,373
Land Securities Group plc (United Kingdom)¹		6,770		107,320
Mack-Cali Realty Corp.		22,970		472,263
Mid-America Apartment Communities, Inc.		9,110		604,904
National Retail Properties, Inc.		15,760		542,144
Pebblebrook Hotel Trust		49,230		1,486,746
Plum Creek Timber Co., Inc.		2,350		106,690
Potlatch Corp.		2,550		104,117
Public Storage		2,630		439,131
Rayonier, Inc.		1,920		90,278
Realty Income Corp.		6,480		269,892
Simon Property Group, Inc.		10,730		1,658,321
Sovran Self Storage, Inc.		12,950		990,545
UDR, Inc.		29,900		741,819
Unibail-Rodamco SE (France)¹		1,410		368,391
Ventas, Inc.		14,500		945,980
Vornado Realty Trust		1,490		132,699
Weyerhaeuser Co.		4,030		122,512

				38,209,411

Real Estate Management & Development - 0.5%
General Shopping Brasil S.A. (Brazil)*		109,330		468,515

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Management & Development (continued)
Realogy Holdings Corp.*		166,160	$	6,835,822

				7,304,337

Thrifts & Mortgage Finance - 0.0%^#
Aareal Bank AG (Germany)*¹		8,370		321,017
Groupe Fnac S.A. (France)*¹		203		5,681

				326,698

Total Financials				61,996,508


Health Care - 5.1%
Biotechnology - 0.2%
Green Cross Corp. (South Korea)¹		18,859		2,328,261
Incyte Corp. Ltd.*		12,450		485,550
Seattle Genetics, Inc.*		21,620		835,181

				3,648,992

Health Care Equipment & Supplies - 1.9%
Becton, Dickinson and Co.		91,980		9,669,857
BioMerieux (France)¹		10,240		1,028,296
Carl Zeiss Meditec AG (Germany)¹		12,060		380,950
GN Store Nord A/S (Denmark)¹		39,500		901,106
HeartWare International, Inc.*		16,420		1,191,435
Hologic, Inc.*		43,890		982,697
Mindray Medical International Ltd. - ADR (China)		29,600		1,113,256
Neogen Corp.*		11,415		527,601
Quidel Corp.*		29,600		731,120
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)¹		1,394,700		1,309,611
Sirona Dental Systems, Inc.*		15,040		1,086,640
Sonova Holding AG (Switzerland)¹		11,480		1,494,021
Straumann Holding AG (Switzerland)¹		5,370		1,067,347
Teleflex, Inc.		52,620		4,850,512
Thoratec Corp.*		45,480		1,964,281
Volcano Corp.*		49,810		954,858

				29,253,588

Health Care Providers & Services - 0.3%
Diagnosticos da America S.A. (Brazil)		112,850		579,312
Fresenius Medical Care AG & Co. KGaA (Germany)¹		14,220		939,750
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		11,070		364,424
Life Healthcare Group Holdings Ltd. (South Africa)¹		244,599		997,670
Odontoprev S.A. (Brazil)		37,730		155,959
Qualicorp S.A. (Brazil)*		87,570		820,114
Sonic Healthcare Ltd. (Australia)¹		8,870		135,403

				3,992,632

Health Care Technology - 1.1%
Cerner Corp.*		298,876		16,746,022

Life Sciences Tools & Services - 0.5%
Gerresheimer AG (Germany)¹		3,210		212,339
Lonza Group AG (Switzerland)¹		18,320		1,635,297
QIAGEN N.V. (Netherlands)*¹		12,340		283,216
QIAGEN N.V. - ADR (Netherlands)*		277,450		6,425,742

				8,556,594

Pharmaceuticals - 1.1%
AstraZeneca plc (United Kingdom)¹		1,890		100,058
AstraZeneca plc - ADR (United Kingdom)		11,950		631,677
Bayer AG (Germany)¹		9,575		1,187,805
GlaxoSmithKline plc (United Kingdom)¹		12,270		323,469
Johnson & Johnson		139,420		12,911,686
Novo Nordisk A/S - Class B (Denmark)¹		5,640		939,357
Shire plc (Ireland)¹		16,965		752,241
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		7,240		268,532
UCB S.A. (Belgium)¹		12,340		810,024

				17,924,849

Total Health Care				80,122,677


Industrials - 3.5%
Air Freight & Logistics - 0.7%
C.H. Robinson Worldwide, Inc.		185,900		11,105,666

Airlines - 0.2%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)*		335,220		1,733,087
Latam Airlines Group S.A. - ADR (Chile)		13,770		227,893
Ryanair Holdings plc - ADR (Ireland)		11,310		567,875
Spirit Airlines, Inc.*		30,250		1,305,287

				3,834,142

Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)¹		17,020		438,885
Interface, Inc.		6,660		134,865
Tomra Systems ASA (Norway)¹		49,750		457,549

				1,031,299

Electrical Equipment - 0.1%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		17,600		448,272
Alstom S.A. (France)¹		15,620		579,831
Nexans S.A. (France)¹		3,755		166,952
Polypore International, Inc.*		6,340		286,568

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Electrical Equipment (continued)
Schneider Electric S.A. (France)¹		6,060	$	509,937

				1,991,560

Industrial Conglomerates - 0.9%
General Electric Co.		446,110		11,661,315
Siemens AG (Germany)¹		16,600		2,121,360

				13,782,675

Machinery - 1.2%
AGCO Corp.		4,370		255,121
Andritz AG (Austria)¹		6,720		413,832
Briggs & Stratton Corp.		11,040		202,474
Caterpillar, Inc.		102,060		8,507,722
FANUC Corp. (Japan)¹		8,100		1,299,302
Joy Global, Inc.		106,060		6,018,905
Kennametal, Inc.		5,760		264,960
KUKA AG (Germany)¹		2,930		133,350
Pentair Ltd. - ADR		6,900		462,921
Titan International, Inc.		11,250		163,125
Westport Innovations, Inc. - ADR (Canada)*		29,170		683,453
Xylem, Inc.		12,580		434,010

				18,839,175

Marine - 0.1%
Baltic Trading Ltd.		48,480		217,190
D/S Norden A/S (Denmark)¹		6,410		281,937
Diana Shipping, Inc. - ADR (Greece)*		4,820		54,659
Nippon Yusen Kabushiki Kaisha (Japan)¹		16,000		48,888
Pacific Basin Shipping Ltd. (Hong Kong)¹		41,000		29,340
Precious Shipping PCL (Thailand)¹		177,200		109,320
Sinotrans Shipping Ltd. (China)¹		743,000		244,362

				985,696

Professional Services - 0.0%^#
ALS Ltd. (Australia)¹		24,890		235,454
Experian plc (United Kingdom)¹		20,290		413,080

				648,534

Trading Companies & Distributors - 0.1%
Brenntag AG (Germany)¹		3,580		605,772
Mills Estruturas e Servicos de Engenharia S.A. (Brazil)		26,800		372,056
MSC Industrial Direct Co., Inc. - Class A		1,060		80,952

				1,058,780

Transportation Infrastructure - 0.1%
Groupe Eurotunnel S.A. (France)¹		74,880		724,909
Malaysia Airports Holdings Berhad (Malaysia)¹		125,420		334,263

				1,059,172

Total Industrials				54,336,699


Information Technology - 10.7%
Communications Equipment - 2.7%
Alcatel-Lucent - ADR (France)*		353,360		1,353,369
F5 Networks, Inc.*		8,380		683,054
Juniper Networks, Inc.*		1,066,900		19,887,016
Polycom, Inc.*		115,250		1,198,600
Qualcomm, Inc.		263,310		18,292,146
Riverbed Technology, Inc.*		62,330		923,731

				42,337,916

Computers & Peripherals - 3.2%
Apple, Inc.		40,150		20,972,353
EMC Corp.		1,178,640		28,369,865
Fusion-io, Inc.*		5,340		57,405
Stratasys Ltd.*		1,410		159,654

				49,559,277

Electronic Equipment, Instruments & Components - 0.2%
Hitachi Ltd. (Japan)¹		245,000		1,713,801
Keyence Corp. (Japan)¹		1,123		481,307
Rofin-Sinar Technologies, Inc.*		28,730		754,163

				2,949,271

Internet Software & Services - 2.0%
eBay, Inc.*		212,640		11,208,254
Google, Inc. - Class A*		14,336		14,774,395
LinkedIn Corp. - Class A*		6,030		1,348,730
LogMeIn, Inc.*		59,910		1,935,093
NetEase, Inc. - ADR (China)		3,180		214,682
SciQuest, Inc.*		28,900		631,176
Tencent Holdings Ltd. (China)¹		29,300		1,597,742

				31,710,072

IT Services - 0.4%
Amdocs Ltd. - ADR		32,860		1,263,467
InterXion Holding N.V. - ADR (Netherlands)*		9,640		216,514
VeriFone Systems, Inc.*		235,590		5,338,469

				6,818,450

Office Electronics - 0.0%^#
Canon, Inc. (Japan)¹		5,100		160,939

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
Semiconductors & Semiconductor Equipment - 0.3%
Kulicke & Soffa Industries, Inc. (Singapore)*		62,200	$	802,380
Samsung Electronics Co. Ltd. (South Korea)¹		790		1,089,457
Silicon Motion Technology Corp. - ADR (Taiwan)		78,300		970,137
Skyworks Solutions, Inc.*		29,930		771,595
Tokyo Electron Ltd. (Japan)¹		12,160		667,251

				4,300,820

Software - 1.9%
Aspen Technology, Inc.*		1,840		70,343
AutoNavi Holdings Ltd. - ADR (China)* .		43,900		678,694
Aveva Group plc (United Kingdom)¹		9,531		394,915
Electronic Arts, Inc.*		915,950		24,043,687
Fortinet, Inc.*		35,730		718,530
MICROS Systems, Inc.*		14,840		805,070
Qualys, Inc.*		500		10,400
RealPage, Inc.*		55,990		1,373,435
SAP AG (Germany)¹		12,350		966,419
Temenos Group AG (Switzerland)¹		16,430		418,659
Totvs S.A. (Brazil)		10,600		179,711

				29,659,863

Total Information Technology				167,496,608


Materials - 2.6%
Chemicals - 1.3%
BASF SE (Germany)¹		4,890		507,655
Linde AG (Germany)¹		4,880		926,353
Monsanto Co.		107,510		11,275,649
Syngenta AG (Switzerland)¹		16,470		6,647,567
Tronox Ltd. - Class A		11,320		261,379
Umicore S.A. (Belgium)¹		8,530		406,191
Yingde Gases Group Co., Ltd. (China)¹		184,000		188,894

				20,213,688

Construction Materials - 0.0%^#
CRH plc (Ireland)¹		10,940		266,783
Holcim Ltd. (Switzerland)¹		2,850		211,982

				478,765

Metals & Mining - 1.3%
Alcoa, Inc.		2,017,490		18,702,132
Alumina Ltd. (Australia)*¹		276,240		268,581
Impala Platinum Holdings Ltd. (South Africa)¹		21,490		261,032
Noranda Aluminum Holding Corp.		87,880		239,034
Norsk Hydro ASA (Norway)¹		41,590		185,607
ThyssenKrupp AG (Germany)*¹		3,980		101,544

				19,757,930

Total Materials				40,450,383


Telecommunication Services - 0.5%
Diversified Telecommunication Services - 0.5%
Telefonica S.A. - ADR (Spain)*		37,580		656,523
Telenor ASA (Norway)¹		250,070		6,008,587
Telenor ASA - ADR (Norway)²		9,580		691,772
Vivendi S.A. (France)¹		11,060		280,037
Ziggo N.V. (Netherlands)¹		2,110		90,454

				7,727,373

Wireless Telecommunication Services - 0.0%^#
America Movil SAB de C.V. - Class L - ADR (Mexico)		19,090		408,717
MTN Group Ltd. (South Africa)¹		10,810		214,872

				623,589

Total Telecommunication Services				8,350,962


Utilities - 0.0%^#
Independent Power Producers & Energy Traders - 0.0%^#
Dynegy, Inc.*		24,980		485,361

TOTAL COMMON STOCKS (Identified Cost $614,264,562)				757,802,895

PREFERRED STOCKS - 0.4%

Financials - 0.4%
Commercial Banks - 0.2%
BB&T Corp., Series D (non-cumulative), 5.85%		44,000		1,001,440
PNC Financial Services Group, Inc., Series Q (non-cumulative), 5.375%		47,175		997,279
U.S. Bancorp., Series F (non-cumulative), 6.50%³		29,800		799,236

				2,797,955

Diversified Financial Services - 0.1%
JPMorgan Chase & Co., Series P (non-cumulative), 5.45%		49,000		1,053,010

Insurance - 0.0%^#
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%³		7,100		703,610

Real Estate Investment Trusts (REITS) - 0.1%
Boston Properties, Inc., Series F, 5.25%.		49,000		1,069,180
National Retail Properties, Inc., 5.70%		25,000		497,500

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)

PREFERRED STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Public Storage, Series Q, 6.50%		37,110	$	916,246

				2,482,926


TOTAL PREFERRED STOCKS (Identified Cost $7,718,753)				7,037,501


	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

CORPORATE BONDS - 24.1%

Convertible Corporate Bonds - 0.1%
Financials - 0.1%
Real Estate Investment Trusts (REITS) - 0.1%
BioMed Realty LP⁵, 3.75%, 1/15/2030 (Identified Cost $959,062)		825,000		991,547


Non-Convertible Corporate Bonds - 24.0%
Consumer Discretionary - 2.6%
Auto Components - 0.1%
Gestamp Funding Luxembourg S.A. (Spain)⁵, 5.625%, 5/31/2020		690,000		696,900
Pittsburgh Glass Works LLC⁵, 8.00%, 11/15/2018		610,000		622,200

				1,319,100

Diversified Consumer Services - 0.2%
Block Financial LLC, 5.50%, 11/1/2022		2,595,000		2,716,127

Hotels, Restaurants & Leisure - 0.4%
International Game Technology, 7.50%, 6/15/2019		4,255,000		5,022,168
Royal Caribbean Cruises, Ltd., 11.875%, 7/15/2015		555,000		649,350

				5,671,518

Household Durables - 0.5%
Lennar Corp., 6.95%, 6/1/2018		595,000		664,913
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		1,855,000		1,983,188
NVR, Inc., 3.95%, 9/15/2022		528,000		514,735
Tupperware Brands Corp., 4.75%, 6/1/2021		3,995,000		4,121,326
Weekley Homes LLC - Weekley Finance Corp.⁵, 6.00%, 2/1/2023		680,000		657,900

				7,942,062

Media - 1.0%
British Sky Broadcasting Group plc (United Kingdom)⁵, 9.50%, 11/15/2018		2,100,000		2,756,613
CCO Holdings LLC - CCO Holdings Capital Corp.⁵, 5.25%, 3/15/2021		1,175,000		1,133,875
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		2,115,000		2,279,177
Discovery Communications LLC, 5.05%, 6/1/2020		2,015,000		2,245,280
NAI Entertainment Holdings - NAI Entertainment Holdings Finance Corp.⁵, 5.00%, 8/1/2018		595,000		609,875
Sirius XM Radio, Inc.⁵, 4.25%, 5/15/2020		1,405,000		1,340,019
Starz LLC - Starz Finance Corp., 5.00%, 9/15/2019		930,000		939,300
Time Warner, Inc., 3.15%, 7/15/2015		125,000		130,069
Time Warner, Inc., 4.875%, 3/15/2020		1,200,000		1,327,668
Time Warner, Inc., 4.75%, 3/29/2021		1,610,000		1,746,349
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)⁵, 5.50%, 1/15/2023		930,000		918,375
Virgin Media Secured Finance plc (United Kingdom), 5.25%, 1/15/2021		870,000		882,768

				16,309,368

Multiline Retail - 0.1%
Dollar General Corp., 1.875%, 4/15/2018		1,270,000		1,239,893
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,320,000		1,198,757

				2,438,650

Specialty Retail - 0.2%
Dufry Finance SCA (Switzerland)⁵, 5.50%, 10/15/2020		520,000		527,301
The Home Depot, Inc., 5.40%, 3/1/2016		1,615,000		1,787,298
Rent-A-Center, Inc., 6.625%, 11/15/2020		590,000		623,187

				2,937,786

Textiles, Apparel & Luxury Goods - 0.1%
SIWF Merger Sub, Inc. - Springs Industries, Inc.⁵, 6.25%, 6/1/2021		585,000		587,925
VF Corp., 5.95%, 11/1/2017		640,000		736,697

				1,324,622

Total Consumer Discretionary				40,659,233


Consumer Staples - 0.4%
Beverages - 0.0%#
Crestview DS Merger Sub II, Inc.⁵, 10.00%, 9/1/2021		650,000		676,000

Food Products - 0.3%
C&S Group Enterprises LLC⁵, 8.375%, 5/1/2017		684,000		730,170
KeHE Distributors LLC - KeHE Finance Corp.⁵, 7.625%, 8/15/2021		605,000		626,175
Land O’ Lakes, Inc.⁵, 6.00%, 11/15/2022		515,000		534,956
Pinnacle Operating Corp.⁵, 9.00%, 11/15/2020		610,000		637,450

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products (continued)
Shearer’s Foods LLC - Chip Finance Corp.⁵, 9.00%, 11/1/2019		710,000	$	750,825
Tyson Foods, Inc., 4.50%, 6/15/2022		1,095,000		1,135,691

				4,415,267

Household Products - 0.1%
Harbinger Group, Inc.⁵, 7.875%, 7/15/2019		885,000		940,313

Tobacco - 0.0%^#
Vector Group Ltd., 7.75%, 2/15/2021		870,000		913,500

Total Consumer Staples				6,945,080


Energy - 1.5%
Energy Equipment & Services - 0.7%
Baker Hughes, Inc., 7.50%, 11/15/2018		1,215,000		1,525,770
Calfrac Holdings LP (Canada)⁵, 7.50%, 12/1/2020		1,105,000		1,118,812
Nabors Industries, Inc.⁵, 2.35%, 9/15/2016		930,000		942,467
Schlumberger Oilfield plc⁵, 4.20%, 1/15/2021		905,000		971,542
Shelf Drilling Holdings Ltd. (United Arab Emirates)⁵, 8.625%, 11/1/2018		540,000		581,850
Sidewinder Drilling, Inc.⁵, 9.75%, 11/15/2019		540,000		523,800
Weatherford International Ltd., 9.625%, 3/1/2019		4,175,000		5,326,995

				10,991,236

Oil, Gas & Consumable Fuels - 0.8%
Buckeye Partners LP, 4.15%, 7/1/2023		1,295,000		1,276,349
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc., 6.625%, 11/15/2019		1,390,000		1,456,025
Crestwood Midstream Partners LP - Crestwood Midstream Finance Corp.⁵, 6.125%, 3/1/2022		980,000		1,002,050
Energy XXI Gulf Coast, Inc.⁵, 7.50%, 12/15/2021		955,000		997,975
EPL Oil & Gas, Inc., 8.25%, 2/15/2018		610,000		654,225
Gulfport Energy Corp., 7.75%, 11/1/2020		615,000		651,900
Lukoil International Finance B.V. (Russia)⁵, 3.416%, 4/24/2018		735,000		740,513
Northern Tier Energy LLC - Northern Tier Finance Corp.⁵, 7.125%, 11/15/2020		925,000		943,500
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		1,270,000		1,327,150
Petroleos Mexicanos (Mexico), 3.50%, 7/18/2018		2,000,000		2,045,000
Sabine Pass Liquefaction LLC⁵, 5.625%, 2/1/2021		1,080,000		1,090,800

				12,185,487

Total Energy				23,176,723


Financials - 14.4%
Capital Markets - 2.7%
Goldman Sachs Capital I, 6.345%, 2/15/2034		795,000		795,692
Goldman Sachs Capital II⁶, 4.00%, 6/1/2043		1,215,000		896,063
Goldman Sachs Group, Inc., 3.625%, 2/7/2016		4,400,000		4,644,134
The Goldman Sachs Group, Inc., 2.375%, 1/22/2018		5,340,000		5,370,684
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		2,510,000		2,909,075
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		4,285,000		4,819,147
Jefferies Finance LLC - JFIN Co-Issuer Corp.⁵, 7.375%, 4/1/2020		870,000		893,925
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018		1,030,000		1,223,337
Morgan Stanley, 3.80%, 4/29/2016		5,020,000		5,304,669
Morgan Stanley, 2.125%, 4/25/2018		5,495,000		5,463,376
Morgan Stanley, 7.30%, 5/13/2019		940,000		1,147,979
Morgan Stanley, 5.50%, 1/26/2020		4,255,000		4,802,338
Morgan Stanley, 5.75%, 1/25/2021		2,965,000		3,394,786

				41,665,205

Commercial Banks - 4.0%
Bank of Montreal (Canada)⁵, 1.95%, 1/30/2017		6,730,000		6,944,761
Barclays Bank plc (United Kingdom)⁵, 2.50%, 9/21/2015		4,045,000		4,182,332
Barclays Bank plc (United Kingdom), 4.25%, 1/12/2022	GBP	495,000		867,391
BB&T Corp., 5.20%, 12/23/2015		1,200,000		1,302,187
BBVA Bancomer S.A. (Mexico)⁵, 6.75%, 9/30/2022		1,655,000		1,795,675
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		4,406,000		4,639,069
BNP Paribas Home Loan Covered Bonds S.A. (France)⁵, 2.20%, 11/2/2015		4,045,000		4,155,833
Commonwealth Bank of Australia (Australia)⁵, 0.75%, 1/15/2016		1,685,000		1,684,495
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD	390,000		391,410
HSBC Bank plc (United Kingdom)⁵, 1.50%, 5/15/2018		1,605,000		1,576,092
HSBC USA Capital Trust I (United Kingdom)⁵, 7.808%, 12/15/2026		600,000		609,750

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES		PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
Intesa Sanpaolo S.p.A. (Italy), 3.125%, 1/15/2016			1,385,000	$	1,412,384
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019			1,450,000		1,455,758
Intesa Sanpaolo S.p.A. (Italy)⁵, 6.50%, 2/24/2021			1,425,000		1,567,785
Lloyds TSB Bank plc (United Kingdom)⁵, 6.50%, 9/14/2020			2,225,000		2,513,876
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017			2,050,000		2,411,692
National Australia Bank, Ltd. (Australia)⁵, 1.25%, 3/8/2018			1,975,000		1,945,405
National Bank of Canada (Canada)⁵, 2.20%, 10/19/2016			4,650,000		4,829,955
National City Corp., 6.875%, 5/15/2019			2,485,000		2,981,786
PNC Bank National Association, 5.25%, 1/15/2017			270,000		301,003
Provident Funding Associates LP - PFG Finance Corp.⁵, 6.75%, 6/15/2021			580,000		593,050
Royal Bank of Canada (Canada), 3.27%, 11/10/2014	CAD		295,000		288,362
Royal Bank of Canada (Canada), 3.18%, 3/16/2015	CAD		470,000		461,097
Royal Bank of Canada (Canada), 1.20%, 9/19/2017			1,790,000		1,785,529
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD		450,000		457,048
Santander Holdings USA, Inc., 4.625%, 4/19/2016			365,000		391,606
The Toronto-Dominion Bank (Canada)⁵, 1.625%, 9/14/2016			2,300,000		2,350,830
Wachovia Corp., 5.25%, 8/1/2014			1,300,000		1,344,656
Wells Fargo & Co., 1.50%, 1/16/2018			4,315,000		4,299,095
Wells Fargo & Co., Series M, 3.45%, 2/13/2023			1,365,000		1,298,767
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD		400,000		401,547
Westpac Banking Corp. (Australia)⁵, 1.25%, 12/15/2017			1,625,000		1,609,563

					62,849,789

Consumer Finance - 0.5%
Ally Financial, Inc., 6.75%, 12/1/2014			610,000		642,025
American Express Co.⁶, 6.80%, 9/1/2066			950,000		1,014,125
Capital One Bank USA National Association, 3.375%, 2/15/2023			1,905,000		1,815,770
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			1,500,000		1,847,423
Caterpillar Financial Services Corp., 7.15%, 2/15/2019			295,000		365,530
Discover Bank, 4.20%, 8/8/2023			1,310,000		1,328,462
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017			930,000		985,800

					7,999,135

Diversified Financial Services - 3.4%
Bank of America Corp., 6.50%, 8/1/2016			1,900,000		2,158,539
Bank of America Corp., 5.75%, 8/15/2016			1,135,000		1,256,030
The Bear Stearns Companies LLC, 7.25%, 2/1/2018			85,000		102,504
Citigroup, Inc., 5.85%, 8/2/2016			2,000,000		2,233,568
Citigroup, Inc., 8.50%, 5/22/2019			2,674,000		3,459,832
CME Group, Inc., 3.00%, 9/15/2022			1,240,000		1,196,452
CNG Holdings, Inc.⁵, 9.375%, 5/15/2020			910,000		862,225
CNH Capital LLC, 6.25%, 11/1/2016			895,000		982,263
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Netherlands)⁶, 8.40%, 11/29/2049			670,000		737,335
Ford Motor Credit Co. LLC, 8.00%, 12/15/2016			2,490,000		2,957,799
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017			2,000,000		2,334,008
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018			775,000		858,819
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020			1,070,000		1,356,794
General Electric Capital Corp., 5.625%, 5/1/2018			4,100,000		4,755,893
General Electric Capital Corp., 5.50%, 1/8/2020			4,985,000		5,766,643
ING US, Inc., 2.90%, 2/15/2018			85,000		86,748
ING US, Inc., 5.50%, 7/15/2022			1,165,000		1,279,332
Jefferies Group LLC, 8.50%, 7/15/2019			3,825,000		4,652,998
Jefferies Group LLC, 5.125%, 1/20/2023			2,100,000		2,128,875
JPMorgan Chase & Co., 3.15%, 7/5/2016			4,025,000		4,227,494
JPMorgan Chase & Co., 1.625%, 5/15/2018			4,370,000		4,291,755
JPMorgan Chase & Co., 4.95%, 3/25/2020			4,040,000		4,501,441
Oxford Finance LLC - Oxford Finance Co-Issuer, Inc.⁵, 7.25%, 1/15/2018			590,000		623,925
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.⁵, 8.875%, 8/1/2020			985,000		1,056,412

					53,867,684

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)

Financials (continued)
Insurance - 1.5%
American International Group, Inc., 4.875%, 6/1/2022		3,705,000	$	4,055,449
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,985,000		2,224,556
First American Financial Corp., 4.30%, 2/1/2023		1,650,000		1,606,331
Genworth Holdings, Inc., 7.70%, 6/15/2020		500,000		601,892
Genworth Holdings, Inc., 7.625%, 9/24/2021		6,620,000		8,116,689
Genworth Holdings, Inc.⁶, 6.15%, 11/15/2066		4,395,000		3,979,541
Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		3,120,000		3,489,458

				24,073,916

Real Estate Investment Trusts (REITS) - 2.3%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		665,000		639,177
American Tower Corp., 3.40%, 2/15/2019		4,010,000		4,060,041
BioMed Realty LP, 3.85%, 4/15/2016		950,000		998,316
Boston Properties LP, 5.875%, 10/15/2019		1,415,000		1,649,115
Boston Properties LP, 5.625%, 11/15/2020		410,000		470,368
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)⁵, 6.125%, 7/1/2022		600,000		595,500
Camden Property Trust, 5.70%, 5/15/2017		705,000		786,000
Corrections Corp. of America, 4.125%, 4/1/2020		870,000		850,425
Digital Realty Trust LP, 5.875%, 2/1/2020		4,950,000		5,422,359
Dupont Fabros Technology LP⁵, 5.875%, 9/15/2021		950,000		973,750
HCP, Inc., 6.70%, 1/30/2018		3,675,000		4,309,187
Health Care REIT, Inc., 6.20%, 6/1/2016		3,640,000		4,073,357
Health Care REIT, Inc., 4.95%, 1/15/2021		330,000		355,326
Host Hotels & Resorts LP, Series D, 3.75%, 10/15/2023		1,505,000		1,427,641
Mack-Cali Realty LP, 5.80%, 1/15/2016		3,200,000		3,476,547
Simon Property Group LP, 10.35%, 4/1/2019		2,210,000		3,035,196
Simon Property Group LP, 5.65%, 2/1/2020		1,795,000		2,070,624
UDR, Inc., 4.625%, 1/10/2022		980,000		1,025,109

				36,218,038

Total Financials				226,673,767


Health Care - 0.7%
Biotechnology - 0.3%
Amgen, Inc., 3.45%, 10/1/2020		4,750,000		4,884,339

Health Care Equipment & Supplies - 0.1%
Fresenius Medical Care US Finance, Inc. (Germany), 6.875%, 7/15/2017		785,000		887,050
Fresenius Medical Care US Finance, Inc. (Germany)⁵, 6.50%, 9/15/2018		640,000		718,400
Fresenius US Finance II, Inc.⁵, 9.00%, 7/15/2015		605,000		674,575

				2,280,025

Health Care Providers & Services - 0.2%
Express Scripts Holding Co., 4.75%, 11/15/2021		1,250,000		1,350,044
HCA, Inc., 6.375%, 1/15/2015		610,000		644,313
Tenet Healthcare Corp.⁵, 8.125%, 4/1/2022		610,000		667,950

				2,662,307

Pharmaceuticals - 0.1%
Valeant Pharmaceuticals International⁵, 6.75%, 8/15/2021		945,000		1,006,425

Total Health Care				10,833,096


Industrials - 1.1%
Aerospace & Defense - 0.3%
Bombardier, Inc. (Canada)⁵, 4.25%, 1/15/2016		545,000		568,163
Bombardier, Inc. (Canada)⁵, 6.125%, 1/15/2023		940,000		951,750
DigitalGlobe, Inc.⁵, 5.25%, 2/1/2021		545,000		527,287
Erickson Air-Crane, Inc.⁵, 8.25%, 5/1/2020		790,000		823,575
Textron, Inc., 7.25%, 10/1/2019		1,000,000		1,180,283

				4,051,058

Air Freight & Logistics - 0.1%
Aguila 3 S.A. (Luxembourg)⁵, 7.875%, 1/31/2018		585,000		623,756
Aguila 3 S.A. (Luxembourg)⁵, 7.875%, 1/31/2018		335,000		357,194
FedEx Corp., 8.00%, 1/15/2019		570,000		716,382

				1,697,332

Airlines - 0.3%
American Airlines Pass-Through Trust, Series 2013-2, Class A⁵, 4.95%, 1/15/2023		2,205,000		2,271,150
Aviation Capital Group Corp.⁵, 4.625%, 1/31/2018		540,000		550,663
Aviation Capital Group Corp.⁵, 6.75%, 4/6/2021		775,000		835,063

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016		515,000	$	544,613
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		290,000		305,950
United Continental Holdings, Inc., 6.375%, 6/1/2018		605,000		627,687

				5,135,126

Industrial Conglomerates - 0.0%^#
General Electric Co., 5.25%, 12/6/2017		550,000		629,068

Machinery - 0.1%
Dynacast International LLC - Dynacast Finance, Inc., 9.25%, 7/15/2019		780,000		858,000
Joy Global, Inc., 5.125%, 10/15/2021		110,000		116,480

				974,480

Professional Services - 0.0%^#
FTI Consulting, Inc., 6.00%, 11/15/2022		545,000		555,900

Road & Rail - 0.1%
Union Pacific Corp., 5.65%, 5/1/2017		815,000		919,436
Union Pacific Corp., 7.875%, 1/15/2019		495,000		619,959

				1,539,395

Trading Companies & Distributors - 0.2%
International Lease Finance Corp., 8.625%, 9/15/2015		555,000		617,437
International Lease Finance Corp., 6.25%, 5/15/2019		670,000		730,300
Rexel S.A. (France)⁵, 5.25%, 6/15/2020		870,000		887,400

				2,235,137

Total Industrials				16,817,496


Information Technology - 0.9%
Communications Equipment - 0.1%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		500,000		536,250
ViaSat, Inc., 6.875%, 6/15/2020		695,000		726,275

				1,262,525

Computers & Peripherals - 0.4%
Apple, Inc., 2.40%, 5/3/2023		645,000		589,416
EMC Corp., 2.65%, 6/1/2020		2,845,000		2,844,408
Hewlett-Packard Co., 4.75%, 6/2/2014		2,310,000		2,361,859
Hewlett-Packard Co., 5.50%, 3/1/2018		815,000		908,850

				6,704,533

Electronic Equipment, Instruments & Components - 0.2%
Corning, Inc., 6.625%, 5/15/2019		460,000		553,679
CPI International, Inc., 8.00%, 2/15/2018		575,000		595,125
Tyco Electronics Group S.A. (Switzerland), 4.875%, 1/15/2021		1,390,000		1,473,040

				2,621,844

IT Services - 0.1%
The Western Union Co., 5.253%, 4/1/2020		1,350,000		1,465,078

Semiconductors & Semiconductor Equipment - 0.1%
Magnachip Semiconductor Corp. (South Korea)⁵, 6.625%, 7/15/2021		835,000		835,000

Software - 0.0%^#
Interface Security Systems Holdings, Inc. - Interface Security Systems LLC⁵, 9.25%, 1/15/2018		540,000		567,000

Total Information Technology				13,455,980


Materials - 1.4%
Chemicals - 0.1%
Nufarm Australia Ltd. (Australia)⁵, 6.375%, 10/15/2019		655,000		674,650
Trinseo Materials Operating SCA - Trinseo Materials Finance, Inc.⁵, 8.75%, 2/1/2019		545,000		543,637

				1,218,287

Metals & Mining - 1.0%
Allegheny Technologies, Inc., 5.95%, 1/15/2021		1,550,000		1,643,377
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		1,275,000		1,537,710
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		3,780,000		3,949,903
Freeport-McMoRan Copper & Gold, Inc., 2.375%, 3/15/2018		110,000		109,700
Plains Exploration & Production Co., 6.125%, 6/15/2019		1,670,000		1,825,530
Plains Exploration & Production Co., 6.50%, 11/15/2020		2,725,000		3,002,206
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		1,585,000		1,599,685
Shale-Inland Holdings LLC - Shale-Inland Finance Corp.⁵, 8.75%, 11/15/2019		540,000		553,500
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,260,000		1,258,678

				15,480,289

Paper & Forest Products - 0.3%
International Paper Co., 9.375%, 5/15/2019		1,777,000		2,354,226

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Paper & Forest Products (continued)
International Paper Co., 7.50%, 8/15/2021		1,410,000	$	1,751,537
Smurfit Kappa Acquisitions (Ireland)⁵, 4.875%, 9/15/2018		1,410,000		1,445,250

				5,551,013

Total Materials				22,249,589


Telecommunication Services - 0.8%
Diversified Telecommunication Services - 0.3%
Digicel Ltd. (Jamaica)⁵, 6.00%, 4/15/2021		905,000		877,850
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,300,000		2,594,025
UPCB Finance VI Ltd. (Netherlands)⁵, 6.875%, 1/15/2022		1,135,000		1,222,963
Windstream Corp., 7.50%, 6/1/2022		985,000		1,031,787

				5,726,625

Wireless Telecommunication Services - 0.5%
America Movil SAB de C.V. (Mexico), 5.00%, 3/30/2020		1,890,000		2,069,076
Crown Castle Towers LLC⁵, 6.113%, 1/15/2020		1,040,000		1,183,472
Crown Castle Towers LLC⁵, 4.883%, 8/15/2020		333,000		358,175
SBA Tower Trust⁵, 5.101%, 4/17/2017		575,000		621,848
SBA Tower Trust⁵, 2.933%, 12/15/2017		1,680,000		1,732,004
SBA Tower Trust⁵, 3.598%, 4/15/2018		1,500,000		1,501,617

				7,466,192

Total Telecommunication Services				13,192,817


Utilities - 0.2%
Electric Utilities - 0.1%
System Energy Resources, Inc., 4.10%, 4/1/2023		1,180,000		1,186,993

Independent Power Producers & Energy Traders - 0.1%
Exelon Generation Co. LLC, 5.20%, 10/1/2019		1,555,000		1,700,005
NRG Energy, Inc., 7.875%, 5/15/2021		725,000		801,125

				2,501,130

Total Utilities				3,688,123

Total Non-Convertible Corporate Bonds (Identified Cost $364,332,387)				377,691,904


TOTAL CORPORATE BONDS (Identified Cost $365,291,449)				378,683,451


U.S. TREASURY SECURITIES - 1.3%

U.S. Treasury Notes - 1.3%
U.S. Treasury Note, 0.25%, 10/31/2015 (Identified Cost $19,976,595)		20,000,000		19,976,560


ASSET-BACKED SECURITIES - 0.2%
Americredit Automobile Receivables Trust, Series 2012-5, Class A3, 0.62%, 6/8/2017		775,000		773,898
FDIC Trust, Series 2011-R1, Class A⁵, 2.672%, 7/25/2026		1,157,955		1,195,916
Ford Credit Auto Owner Trust, Series 2012-D, Class A3, 0.51%, 4/15/2017		525,000		524,700
Hertz Vehicle Financing LLC, Series 2009-2A, Class A2⁵, 5.29%, 3/25/2016		335,000		351,999
Hertz Vehicle Financing LLC, Series 2010-1A, Class A2⁵, 3.74%, 2/25/2017		690,000		727,519


TOTAL ASSET-BACKED SECURITIES (Identified Cost $3,482,114)				3,574,032


COMMERCIAL MORTGAGE-BACKED SECURITIES - 3.1%

Americold LLC Trust, Series 2010-ARTA, Class A1⁵, 3.847%, 1/14/2029		320,510		336,907
BAMLL Commercial Mortgage Securities Trust, Series 2012-PARK, Class A⁵, 2.959%, 12/10/2030		840,000		806,451
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A4⁶, 5.923%, 5/10/2045		1,005,000		1,103,940
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		1,130,000		1,236,858
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		1,090,000		1,149,483
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A4⁶, 5.899%, 9/11/2038		765,000		839,363
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		1,155,000		1,265,968
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A2⁵, 3.759%, 4/15/2044		540,000		568,623
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A4⁶, 5.392%, 7/15/2044		1,060,000		1,129,950
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1⁵, 3.156%, 7/10/2046		376,735		389,004
Commercial Mortgage Pass-Through Certificates, Series 2012-CR4, Class A3, 2.853%, 10/15/2045		1,170,000		1,119,860
Commercial Mortgage Trust, Series 2006-GG7, Class A4⁶, 6.018%, 7/10/2038		593,549		652,458

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES		PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^5,6, 2.50%, 5/25/2043			2,059,557	$	1,889,825
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^5,6, 2.13%, 2/25/2043			1,954,913		1,767,111
DBUBS Mortgage Trust, Series 2011-LC1A, Class A1⁵, 3.742%, 11/10/2046			513,590		539,920
Extended Stay America Trust, Series 2013-ESH7, Class A27⁵, 2.958%, 12/5/2031			1,875,000		1,844,295
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class A2, 2.377%, 5/25/2022			1,630,000		1,539,899
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017			1,502,700		1,501,807
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019			1,705,000		1,692,461
FREMF Mortgage Trust, Series 2011-K701, Class B^5,6, 4.436%, 7/25/2048			750,000		782,825
FREMF Mortgage Trust, Series 2011-K702, Class B^5,6, 4.936%, 4/25/2044			885,000		940,960
FREMF Mortgage Trust, Series 2013-K502, Class B^5,6, 2.842%, 3/25/2045			2,135,000		2,114,474
GS Mortgage Securities Corp. II, Series 2010-C2, Class A1⁵, 3.849%, 12/10/2043			996,608		1,054,486
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A4⁶, 5.418%, 1/12/2043			1,750,000		1,868,820
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁶, 5.368%, 12/15/2044			475,000		508,895
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁶, 6.056%, 4/15/2045			1,670,000		1,832,065
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^5,6, 3.00%, 3/25/2043			1,703,031		1,664,569
JP Morgan Mortgage Trust, Series 2013-2, Class A2^5,6, 3.50%, 5/25/2043			1,928,268		1,907,061
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A⁵, 3.913%, 6/25/2043			147,847		150,326
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A⁶, 5.23%, 9/15/2042			398,582		421,646
Morgan Stanley Capital I Trust, Series 2011-C1, Class A2⁵, 3.884%, 9/15/2047			800,000		843,266
Motel 6 Trust, Series 2012-MTL6, Class A2⁵, 1.948%, 10/5/2025			1,170,000		1,155,063
OBP Depositor LLC Trust, Series 2010-OBP, Class A⁵, 4.646%, 7/15/2045			115,000		127,038
Sequoia Mortgage Trust, Series 2013-2, Class A1⁶, 1.874%, 2/25/2043			1,588,339		1,385,989
Sequoia Mortgage Trust, Series 2013-7, Class A2⁶, 3.00%, 6/25/2043			1,324,018		1,256,418
Sequoia Mortgage Trust, Series 2013-8, Class A1⁶, 3.00%, 6/25/2043			1,814,296		1,720,283
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX⁵, 4.004%, 9/13/2028			350,000		372,723
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁶, 5.414%, 10/15/2044			536,365		572,391
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁶, 6.011%, 6/15/2045			850,000		938,591
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2⁵, 4.393%, 11/15/2043			545,000		587,360
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class A3, 2.918%, 10/15/2045			2,230,000		2,151,027
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A2⁵, 3.791%, 2/15/2044			940,000		988,068
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045			1,950,000		1,960,626


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $49,594,602)					48,679,153


FOREIGN GOVERNMENT BONDS - 2.6%

Bonos de la Tesoreria de la Republicaen pesos (Chile), 6.00%, 1/1/2018	CLP		790,000,000		1,651,503


Brazil Letras do Tesouro Nacional (Brazil)⁷, 0.00%, 1/1/2015	BRL	1,000,000	396,640
Brazilian Government Bond (Brazil), 8.875%, 10/14/2019		800,000	1,064,800
Canada Housing Trust No. 1 (Canada)⁵, 4.10%, 12/15/2018	CAD	390,000	410,943
Chile Government Bond (Chile), 3.25%, 9/14/2021		1,450,000	1,469,937
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR	300,000	451,994
Ireland Government Bond (Ireland), 5.40%, 3/13/2025	EUR	300,000	461,949
Italy Buoni Poliennali Del Tesoro (Italy), 2.25%, 5/15/2016	EUR	165,000	226,751
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR	630,000	959,657
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR	760,000	1,157,166

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

FOREIGN GOVERNMENT BONDS (continued)

Italy Buoni Poliennali Del Tesoro (Italy), 4.50%, 5/1/2023	EUR	630,000	$	894,306
Italy Buoni Poliennali Del Tesoro (Italy)⁵, 5.00%, 3/1/2025	EUR	495,000		721,218
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY	101,000,000		1,032,276
Japan Government Two Year Bond (Japan), 0.10%, 3/15/2014	JPY	71,500,000		727,239
Korea Treasury Bond (South Korea), 4.50%, 3/10/2015	KRW	950,000,000		916,404
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW	470,000,000		442,416
Malaysia Government Bond (Malaysia), 3.434%, 8/15/2014	MYR	1,535,000		488,385
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR	3,205,000		1,046,892
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN	26,195,000		2,170,519
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN	6,000,000		496,910
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN	2,400,000		209,726
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN	4,000,000		321,114
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN	6,500,000		517,048
Portugal Obrigacoes do Tesouro OT (Portugal)⁵, 4.20%, 10/15/2016	EUR	190,000		256,174
Portugal Obrigacoes do Tesouro OT (Portugal)⁵, 4.80%, 6/15/2020	EUR	175,000		222,305
Portugal Obrigacoes do Tesouro OT (Portugal)⁵, 4.95%, 10/25/2023	EUR	185,000		228,269
Portugal Obrigacoes do Tesouro OT (Portugal)⁵, 5.65%, 2/15/2024	EUR	350,000		449,553
Province of New Brunswick Canada (Canada), 5.20%, 2/21/2017		3,800,000		4,320,030
Province of Nova Scotia Canada (Canada), 5.125%, 1/26/2017		2,000,000		2,263,940
Province of Quebec Canada (Canada), 5.125%, 11/14/2016		6,900,000		7,763,190
Russian Foreign Bond - Eurobond (Russia)⁵, 5.00%, 4/29/2020		600,000		654,000
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD	855,000		734,541
Spain Government Bond (Spain), 3.30%, 7/30/2016	EUR	170,000		239,235
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR	325,000		476,131
Spain Government Bond (Spain), 4.00%, 4/30/2020	EUR	515,000		728,752
Spain Government Bond (Spain)⁵, 5.40%, 1/31/2023	EUR	760,000		1,144,370
Spain Government Bond (Spain), 4.80%, 1/31/2024	EUR	600,000		862,636
Spain Government Bond (Spain), 4.65%, 7/30/2025	EUR	210,000		295,536
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP	380,000		605,501
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP	475,000		880,708


TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $39,409,571)				40,360,664


U.S. GOVERNMENT AGENCIES - 15.7%

Mortgage-Backed Securities - 7.7%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		1,578,303		1,711,678
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		113,973		123,474
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		144,853		158,767
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		1,027,689		1,114,554
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		186,454		204,356
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		1,745,139		1,891,461
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		109,671		119,401
Fannie Mae, Pool #AB4086, 3.00%, 12/1/2026		1,307,833		1,359,633
Fannie Mae, Pool #AJ7717, 3.00%, 12/1/2026		1,588,590		1,651,569
Fannie Mae, Pool #AK7413, 3.00%, 3/1/2027		1,574,586		1,637,104
Fannie Mae, Pool #AO6562, 3.00%, 6/1/2027		264,974		275,537
Fannie Mae, Pool #AP0000, 3.50%, 7/1/2027		604,981		639,286
Fannie Mae, Pool #AB5970, 3.00%, 8/1/2027		1,869,657		1,944,190
Fannie Mae, Pool #AP7539, 3.00%, 9/1/2027		1,513,701		1,574,033
Fannie Mae, Pool #AB6580, 3.00%, 10/1/2027		407,481		423,716
Fannie Mae, Pool #AL2720, 3.00%, 11/1/2027		1,281,415		1,332,466
Fannie Mae, Pool #AQ4426, 3.00%, 11/1/2027		525,736		546,696
Fannie Mae, Pool #AQ5073, 3.00%, 12/1/2027		152,496		158,726
Fannie Mae, Pool #AQ5190, 3.00%, 12/1/2027		174,212		181,272
Fannie Mae, Pool #AR4926, 3.00%, 1/1/2028		507,286		527,849
Fannie Mae, Pool #AR5885, 3.00%, 1/1/2028		143,920		149,748
Fannie Mae, Pool #AB7722, 3.50%, 1/1/2028		402,159		425,009
Fannie Mae, Pool #AR1092, 3.00%, 2/1/2028		322,810		335,900
Fannie Mae, Pool #AR5986, 3.00%, 2/1/2028		147,399		153,421

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AB8457, 3.50%, 2/1/2028		708,055	$	748,287
Fannie Mae, Pool #AB8601, 3.00%, 3/1/2028		528,410		549,831
Fannie Mae, Pool #AL3301, 3.00%, 3/1/2028		1,082,551		1,126,416
Fannie Mae, Pool #AL3586, 3.00%, 3/1/2028		769,328		800,009
Fannie Mae, Pool #AR6001, 3.00%, 3/1/2028		153,733		160,015
Fannie Mae, Pool #AR6002, 3.00%, 3/1/2028		246,900		256,911
Fannie Mae, Pool #AR6024, 3.00%, 3/1/2028		769,758		800,938
Fannie Mae, Pool #AR8950, 3.00%, 3/1/2028		362,069		376,752
Fannie Mae, Pool #AT3152, 3.00%, 4/1/2028		588,964		612,846
Fannie Mae, Pool #MA1405, 3.00%, 4/1/2028		187,705		195,314
Fannie Mae, Pool #MA1423, 3.50%, 4/1/2028		166,089		175,531
Fannie Mae, Pool #AT2899, 3.00%, 5/1/2028		297,136		309,181
Fannie Mae, Pool #AT9599, 3.00%, 6/1/2028		309,641		322,139
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		2,336,307		2,547,661
Fannie Mae, Pool #888021, 6.00%, 12/1/2036		397,176		435,183
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		621,661		676,903
Fannie Mae, Pool #995050, 6.00%, 9/1/2037		800,404		878,009
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		2,428,400		2,660,087
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		1,685,655		1,844,103
Fannie Mae, Pool #889579, 6.00%, 5/1/2038		1,742,442		1,904,598
Fannie Mae, Pool #889575, 6.00%, 6/1/2038		1,096,390		1,198,136
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		4,802,375		5,256,632
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038		1,414,580		1,545,135
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		638,569		698,434
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		213,430		233,824
Fannie Mae, Pool #AD0258, 5.50%, 3/1/2039		1,034,846		1,126,803
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		2,145,880		2,295,972
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		538,836		586,717
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		2,986,793		3,196,621
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		3,543,515		3,876,874
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		2,269,319		2,478,758
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		4,215,821		4,604,906
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		2,348,045		2,572,419
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		5,788,916		6,325,473
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,870,895		2,002,549
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		772,641		828,063
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		586,451		628,722
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,928,211		2,071,476
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		473,097		507,232
Fannie Mae, Pool #AO8298, 3.50%, 8/1/2042		1,058,852		1,087,316
Fannie Mae, Pool #AB6228, 3.50%, 9/1/2042		1,043,607		1,073,297
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		1,464,896		1,447,082
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		342,113		338,094
Fannie Mae, Pool #AL3499, 3.50%, 5/1/2043		560,404		575,454
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		784,347		775,461
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		710,329		702,220
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		601,607		649,453
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		176,401		193,613
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		131,333		144,429
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		99,781		109,957
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		177,445		195,327
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		78,599		85,341
Freddie Mac, Pool #J16679, 3.00%, 9/1/2026		1,017,688		1,055,573
Freddie Mac, Pool #E09019, 3.00%, 12/1/2027		363,302		376,723
Freddie Mac, Pool #E09022, 3.00%, 1/1/2028		188,934		196,145
Freddie Mac, Pool #J22551, 3.00%, 1/1/2028		359,341		372,616

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MODERATE TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac, Pool #J22427, 3.00%, 2/1/2028		292,945	$	304,173
Freddie Mac, Pool #G14708, 3.50%, 2/1/2028		443,810		468,867
Freddie Mac, Pool #E09026, 3.00%, 3/1/2028		951,601		987,999
Freddie Mac, Pool #E09029, 3.00%, 3/1/2028		865,406		898,629
Freddie Mac, Pool #J23444, 3.00%, 4/1/2028		181,375		188,102
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		250,779		273,124
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		504,764		545,559
Freddie Mac, Pool #G03781, 6.00%, 1/1/2038		1,031,782		1,123,714
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		1,240,940		1,352,170
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		2,248,562		2,430,288
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		1,164,331		1,258,431
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		1,256,896		1,358,477
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		3,786,803		4,092,848
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		902,330		975,256
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		1,631,650		1,763,519
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		3,036,671		3,236,935
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		656,955		710,049
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		602,877		651,601
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		942,687		1,027,135
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		547,916		597,325
Freddie Mac, Pool #C03815, 3.50%, 3/1/2042		336,793		344,585
Freddie Mac, Pool #G07213, 3.50%, 11/1/2042		929,557		951,397
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		1,474,874		1,380,888
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		1,826,812		1,710,314
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		762,693		750,051
Freddie Mac, Pool #Q19118, 3.50%, 6/1/2043		1,418,797		1,452,236
Freddie Mac, Pool #Q19121, 3.50%, 6/1/2043		1,419,788		1,452,810
Freddie Mac, Pool #V80160, 3.50%, 6/1/2043		851,548		871,120
Freddie Mac, Pool #C09044, 3.50%, 7/1/2043		566,229		579,243
Ginnie Mae, Pool #286310, 9.00%, 2/15/2020		322		328
Ginnie Mae, Pool #263096, 9.50%, 3/15/2020		1,320		1,342


Total Mortgage-Backed Securities (Identified Cost $120,924,073)				121,171,922


Other Agencies - 8.0%
Fannie Mae, 5.25%, 9/15/2016		17,000,000		19,250,222
Fannie Mae, 1.375%, 11/15/2016		6,000,000		6,125,046
Fannie Mae, 0.875%, 8/28/2017		45,000,000		44,696,070
Freddie Mac, 1.25%, 5/12/2017		19,000,000		19,241,205
Freddie Mac, 1.25%, 10/2/2019		15,000,000		14,434,500
Freddie Mac, 2.375%, 1/13/2022		21,288,000		20,869,010


Total Other Agencies (Identified Cost $125,099,833)				124,616,053


TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $246,023,906)				245,787,975


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 2.8%

Dreyfus Cash Management, Inc. - Institutional Shares⁸, 0.04%, (Identified Cost $43,621,609)		43,621,609		43,621,609


TOTAL INVESTMENTS - 98.4%
(Identified Cost $1,389,383,161)				1,545,523,840
OTHER ASSETS, LESS LIABILITIES - 1.6%				25,185,867

NET ASSETS - 100%			$	1,570,709,707

KEY:

ADR - American Depository Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CLP - Chilean Peso

EUR - Euro

GBP - British Pound

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

SGD - Singapore Dollar

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

Investment Portfolio - October 31, 2013

^*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.

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

³The rate shown is a fixed rate as of October 31, 2013; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2015 to 2022.

⁴Amount is stated in USD unless otherwise noted.

⁵Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $116,789,805 or 7.4%, of the Series’ net assets as of October 31, 2013 (see Note 2 to the financial statements).

⁶The coupon rate is floating and is the effective rate as of October 31, 2013.

⁷Represents a zero-coupon bond.

⁸Rate shown is the current yield as of October 31, 2013.

The Global Industry Classification Standard (GICS) was developed by and is the exclusive property and a service mark of MSCI Inc. (MSCI) and Standard & Poor, a division of The McGraw-Hill Companies, Inc. (S&P) and is licensed for use by Manning & Napier when referencing GICS sectors. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification nor shall any such party have any liability therefrom.

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

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

October 31, 2013


ASSETS:

Investments, at value (identified cost $1,389,383,161) (Note 2)	$	1,545,523,840
Foreign currency (identified cost $2,667)		1,354
Receivable for securities sold		21,861,329
Interest receivable		6,603,342
Receivable for fund shares sold		3,412,984
Foreign tax reclaims receivable		328,762
Dividends receivable		244,763


TOTAL ASSETS		1,577,976,374


LIABILITIES:

Accrued foreign capital gains tax (Note 2)		286
Accrued management fees (Note 3)		987,353
Accrued shareholder services fees (Class S) (Note 3)		166,805
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		113,594
Accrued fund accounting and administration fees (Note 3)		74,305
Accrued transfer agent fees (Note 3)		52,510
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		4,053,095
Payable for fund shares repurchased		1,670,802
Other payables and accrued expenses		147,510


TOTAL LIABILITIES		7,266,667


TOTAL NET ASSETS	$	1,570,709,707


NET ASSETS CONSIST OF:

Capital stock	$	1,216,281
Additional paid-in-capital		1,333,145,555
Undistributed net investment income		5,302,846
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		74,881,098
Net unrealized appreciation on investments, (net of foreign capital gains tax of $286), foreign currency and translation of other assets and liabilities		156,163,927


TOTAL NET ASSETS	$	1,570,709,707

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

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

October 31, 2013



NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($793,812,463/54,659,226 shares)	$	14.52


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($614,015,967/53,112,877 shares)	$	11.56


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($112,601,183/9,667,360 shares)	$	11.65


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($50,280,094/4,188,646 shares)	$	12.00

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

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

For the Year Ended October 31, 2013


INVESTMENT INCOME:

Interest	$	20,371,269
Dividends (net of foreign taxes withheld, $385,457)		9,903,930


Total Investment Income		30,275,199


EXPENSES:

Management fees (Note 3)		10,810,705
Shareholder services fees (Class S) (Note 3)		1,870,284
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		983,990
Fund accounting and administration fees (Note 3)		264,637
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		232,522
Transfer agent fees (Note 3)		168,892
Directors’ fees (Note 3)		33,160
Chief Compliance Officer service fees (Note 3)		2,369
Custodian fees		136,035
Miscellaneous		299,599


Total Expenses		14,802,193


NET INVESTMENT INCOME		15,473,006


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

Net realized gain (loss) on-
Investments		76,147,096
Foreign currency and translation of other assets and liabilities		(248,382	)

		75,898,714


Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $286)		85,680,316
Foreign currency and translation of other assets and liabilities		18,386

		85,698,702


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		161,597,416


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	177,070,422

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

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


	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	15,473,006		$	16,872,472
Net realized gain (loss) on investments and foreign currency		75,898,714			35,014,692
Net change in unrealized appreciation on investments and foreign currency		85,698,702			40,773,782


Net increase from operations		177,070,422			92,660,946


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(6,825,953	)		(10,590,847	)
From net investment income (Class I)		(7,658,402	)		(8,737,419	)
From net investment income (Class C)		(496,170	)		(811,185	)
From net investment income (Class R)		(402,573	)		(453,451	)
From net realized gain on investments (Class S)		(17,081,557	)		(20,279,845	)
From net realized gain on investments (Class I)		(14,914,359	)		(13,096,537	)
From net realized gain on investments (Class C)		(2,510,618	)		(2,173,904	)
From net realized gain on investments (Class R)		(1,165,220	)		(828,847	)


Total distributions to shareholders		(51,054,852	)		(56,972,035	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		119,728,977			177,385,942


Net increase in net assets		245,744,547			213,074,853

NET ASSETS:

Beginning of year		1,324,965,160			1,111,890,307


End of year (including undistributed net investment income of $5,302,846 and $5,382,260, respectively)	$	1,570,709,707		$	1,324,965,160

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

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


	FOR THE YEARS ENDED
.	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.28		$	12.92		$	12.94		$	11.61		$	10.41

Income (loss) from investment operations:
Net investment income¹		0.14			0.17			0.22			0.19			0.16
Net realized and unrealized gain (loss) on investments		1.55			0.77			0.14			1.28			1.23


Total from investment operations		1.69			0.94			0.36			1.47			1.39


Less distributions to shareholders:
From net investment income		(0.13	)		(0.20	)		(0.19	)		(0.14	)		(0.19	)
From net realized gain on investments		(0.32	)		(0.38	)		(0.19	)		—			—


Total distributions to shareholders		(0.45	)		(0.58	)		(0.38	)		(0.14	)		(0.19	)


Net asset value - End of year	$	14.52		$	13.28		$	12.92		$	12.94		$	11.61


Net assets - End of year (000’s omitted)	$	793,812		$	707,222		$	682,409		$	633,304		$	396,927


Total return²		13.07	%		7.73	%		2.78	%		12.81	%		13.65	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.06	%		1.07	%		1.07	%		1.09	%		1.10	%
Net investment income		1.04	%		1.34	%		1.68	%		1.60	%		1.49	%
Series portfolio turnover		52	%		47	%		52	%		56	%		58	%

* 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 amounts:

		N/A			N/A			N/A			0.00	%³		0.02	%

¹Calculated based on average shares outstanding during the year.

³Less than 0.01%.

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

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


	FOR THE YEARS ENDED
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.67		$	10.50		$	10.60		$	9.54		$	8.59

Income (loss) from investment operations:
Net investment income¹		0.14			0.16			0.20			0.18			0.15
Net realized and unrealized gain (loss) on investments		1.23			0.62			0.11			1.06			1.02


Total from investment operations		1.37			0.78			0.31			1.24			1.17


Less distributions to shareholders:
From net investment income		(0.16	)		(0.23	)		(0.22	)		(0.18	)		(0.22	)
From net realized gain on investments		(0.32	)		(0.38	)		(0.19	)		—			—


Total distributions to shareholders		(0.48	)		(0.61	)		(0.41	)		(0.18	)		(0.22	)


Net asset value - End of year	$	11.56		$	10.67		$	10.50		$	10.60		$	9.54


Net assets - End of year (000’s omitted)	$	614,016		$	496,286		$	352,611		$	294,000		$	44,134


Total return²		13.34	%		8.06	%		2.93	%		13.13	%		14.11	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		0.81	%		0.82	%		0.82	%		0.84	%		0.85	%
Net investment income		1.28	%		1.57	%		1.93	%		1.85	%		1.67	%
Series portfolio turnover		52	%		47	%		52	%		56	%		58	%

* 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 amounts:

		N/A			N/A			N/A			0.00	%³		0.02	%

¹Calculated based on average shares outstanding during the year.

³Less than 0.01%.

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

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


	FOR THE YEARS ENDED									FOR THE PERIOD
	10/31/13			10/31/12			10/31/11			1/4/10¹TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.75		$	10.58		$	10.69		$	10.00

Income from investment operations:
Net investment income²		0.03			0.06			0.10			0.07
Net realized and unrealized gain on investments		1.25			0.62			0.11			0.67


Total from investment operations		1.28			0.68			0.21			0.74


Less distributions to shareholders:
From net investment income		(0.06	)		(0.13	)		(0.13	)		(0.05	)
From net realized gain on investments		(0.32	)		(0.38	)		(0.19	)		—


Total distributions to shareholders		(0.38	)		(0.51	)		(0.32	)		(0.05	)


Net asset value - End of period	$	11.65		$	10.75		$	10.58		$	10.69


Net assets - End of period (000’s omitted)	$	112,601		$	81,457		$	58,316		$	32,019


Total return³		12.27	%		6.94	%		1.97	%		7.41	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.81	%		1.82	%		1.82	%		1.84	%⁴
Net investment income		0.29	%		0.57	%		0.92	%		0.85	%⁴
Series portfolio turnover		52	%		47	%		52	%		56	%

* 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 amounts:

		N/A			N/A			N/A			0.00	%^4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

⁴Annualized.

⁵Less than 0.01%.

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

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


	FOR THE YEARS ENDED									FOR THE PERIOD
	10/31/13			10/31/12			10/31/11			6/30/10¹TO 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	11.06		$	10.88		$	10.99		$	10.00

Income from investment operations:
Net investment income²		0.09			0.11			0.11			0.02
Net realized and unrealized gain on investments		1.28			0.65			0.16			0.97


Total from investment operations		1.37			0.76			0.27			0.99


Less distributions to shareholders:
From net investment income		(0.11	)		(0.20	)		(0.19	)		—
From net realized gain on investments		(0.32	)		(0.38	)		(0.19	)		—


Total distributions to shareholders		(0.43	)		(0.58	)		(0.38	)		—


Net asset value - End of period	$	12.00		$	11.06		$	10.88		$	10.99


Net assets - End of period (000’s omitted)	$	50,280		$	39,999		$	18,554		$	237


Total return³		12.77	%		7.48	%		2.50	%		9.90	%
Ratios (to average net assets)/ Supplemental Data:
Expenses		1.31	%		1.33	%		1.32	%		1.34	%⁴
Net investment income		0.80	%		1.04	%		1.05	%		0.65	%⁴
Series portfolio turnover		52	%		47	%		52	%		56	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

⁴Annualized.

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

Performance Update - Pro-Blend^® Extended Term Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	TEN YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S³	17.56%	11.81%	7.92%	8.94%
Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class I^3,4	17.80%	12.10%	8.07%	9.02%
Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class C^3,5	16.65%	11.02%	7.16%	8.20%
Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class R^3,5	17.28%	11.52%	7.67%	8.72%
Barclays U.S. Aggregate Bond Index⁶	-1.08%	6.09%	4.78%	5.77%
40/15/45 Blended Index⁷	13.47%	11.38%	6.97%	7.49%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S for the ten years ended October 31, 2013 to the Barclays U.S. Aggregate Bond Index and the 40/15/45 Blended Index.

LOGO

²Performance numbers for the Series are calculated from October 12, 1993, the Class S inception date. The Barclays U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Indices are calculated from October 31, 1993.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 1.06% for Class S, 0.81% for Class I, 1.81% for Class C and 1.31% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.06% for Class S, 0.81% for Class I, 1.81% for Class C and 1.31% for Class R for the year ended October 31, 2013.

⁵For periods through the inception of Class C on January 4, 2010, and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S adjusted for expense differences.

Performance Update - Pro-Blend^® Extended Term Series

(unaudited)

⁷The 40/15/45 Blended Index is 40% Russell 3000^® Index (Russell 3000), 15% MSCI ACWI ex USA Index (ACWIxUS), and 45% Barclays U.S. Aggregate Bond Index (BAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends, thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value-weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices.

Shareholder Expense Example - Pro-Blend^® Extended Term Series

(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 (May 1, 2013 to October 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,063.30	$5.51	1.06%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.86	$5.40	1.06%
Class I
Actual	$1,000.00	$1,064.80	$4.22	0.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.12	$4.13	0.81%
Class C
Actual	$1,000.00	$1,059.80	$9.40	1.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.08	$9.20	1.81%
Class R
Actual	$1,000.00	$1,062.00	$6.81	1.31%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.60	$6.67	1.31%

Portfolio Composition - Pro-Blend^® Extended Term Series

As of October 31, 2013 (unaudited)

LOGO


Sector Allocation³
Financials	19.2	%
Consumer Discretionary	17.9	%
Information Technology	17.9	%
Energy	14.0	%
Health Care	8.2	%
Consumer Staples	8.2	%
Industrials	6.8	%
Materials	5.8	%
Telecommunication Services	1.8	%
Utilities	0.2	%

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


Top Ten Stock Holdings⁴
Hess Corp.	3.5	%
EMC Corp.	2.4	%
Electronic Arts, Inc.	2.0	%
Apple, Inc.	1.8	%
Juniper Networks, Inc.	1.7	%
Viacom, Inc. - Class B	1.7	%
Alcoa, Inc.	1.6	%
Qualcomm, Inc.	1.6	%
DIRECTV	1.5	%
Nestle S.A. (Switzerland)	1.5	%

⁴As a percentage of total investments.

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 62.2%

Consumer Discretionary - 12.3%
Auto Components - 0.1%
BorgWarner, Inc.		1,690	$	174,290
F.C.C. Co. Ltd. (Japan)¹		11,600		265,001
Hankook Tire Co. Ltd. (South Korea)¹		14,537		852,805
Mando Corp. (South Korea)¹		2,100		283,108
Musashi Seimitsu Industry Co. Ltd. (Japan)¹		12,300		290,246
Nissin Kogyo Co. Ltd. (Japan)¹		16,600		310,514

				2,175,964

Automobiles - 0.1%
Hyundai Motor Co. (South Korea)¹		1,500		357,366
Tesla Motors, Inc.*		4,300		687,742
Toyota Motor Corp. (Japan)¹		6,500		421,448

				1,466,556

Diversified Consumer Services - 0.1%
Anhanguera Educacional Participacoes S.A. (Brazil)		105,870		633,273

Hotels, Restaurants & Leisure - 1.2%
Accor S.A. (France)¹		206,730		9,240,029
Arcos Dorados Holdings, Inc., Class A (Argentina)		14,150		170,366
BJ’s Restaurants, Inc.*		12,270		332,026
Hyatt Hotels Corp. - Class A*		11,130		529,788
InterContinental Hotels Group plc (United Kingdom)¹		21,998		640,955
Orient-Express Hotels Ltd. - ADR - Class A*		54,290		722,600
Yum! Brands, Inc.		107,730		7,284,703

				18,920,467

Household Durables - 0.2%
DR Horton, Inc.		25,760		488,152
Lennar Corp. - Class A		21,820		775,701
LG Electronics, Inc. (South Korea)¹		6,950		445,189
NVR, Inc.*		390		357,755
Rodobens Negocios Imobiliarios S.A. (Brazil)		50,510		306,640
Toll Brothers, Inc.*		16,080		528,710

				2,902,147

Internet & Catalog Retail - 0.2%
HomeAway, Inc.*		37,820		1,121,363
Ocado Group plc (United Kingdom)*¹		88,770		617,733
Shutterfly, Inc.*		13,970		686,486

				2,425,582

Leisure Equipment & Products - 0.0%^#
Nikon Corp. (Japan)¹		8,700		160,830

Media - 9.2%
British Sky Broadcasting Group plc (United Kingdom)¹		42,700		641,572
DIRECTV*		377,270		23,575,602
Global Mediacom Tbk PT (Indonesia)¹		1,767,230		299,330
Imax Corp. (Canada)*		31,090		906,273
LIN Media LLC - Class A*		42,100		1,034,397
Mediaset Espana Comunicacion S.A. (Spain)*¹		42,490		518,563
ProSiebenSat.1 Media AG (Germany)¹		2,470		117,429
Reed Elsevier plc - ADR (United Kingdom)		7,379		414,552
Sinclair Broadcast Group, Inc. - Class A		164,750		5,281,885
Societe Television Francaise 1 (France)¹		26,900		518,309
Starz - Class A*		409,850		12,356,978
Time Warner, Inc.		322,640		22,178,274
Tribune Co.*		79,490		5,321,856
Twenty-First Century Fox, Inc.		607,620		20,707,690
Valassis Communications, Inc.		27,150		742,824
Viacom, Inc. - Class B		305,840		25,473,414
The Walt Disney Co.		320,360		21,973,492
ZON OPTIMUS SGPS S.A. (Portugal)¹		161,000		1,104,333

				143,166,773

Multiline Retail - 0.0%^#
Marks & Spencer Group plc (United Kingdom)¹		28,170		227,169

Specialty Retail - 0.3%
Aeropostale, Inc.*		16,810		156,165
American Eagle Outfitters, Inc.		37,910		587,226
Belle International Holdings Ltd. (Hong Kong)¹		429,000		604,900
Chico’s FAS, Inc.		14,240		244,216
China ZhengTong Auto Services Holdings Ltd. (China)*¹		237,000		165,029
Dick’s Sporting Goods, Inc.		14,770		785,912
Group 1 Automotive, Inc.		3,980		254,720
Hennes & Mauritz AB - Class B (Sweden)¹		8,390		362,548
Komeri Co. Ltd. (Japan)¹		7,100		173,389
Penske Automotive Group, Inc.		8,850		350,637
Rent-A-Center, Inc.		17,430		596,803
Select Comfort Corp.*		5,580		102,226
Sonic Automotive, Inc. - Class A		14,490		322,837

				4,706,608

Textiles, Apparel & Luxury Goods - 0.9%
Adidas AG (Germany)¹		5,220		594,798

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Textiles, Apparel & Luxury Goods (continued)
Daphne International Holdings Ltd. (China)¹		384,000	$	200,196
Hugo Boss AG (Germany)¹		2,490		324,365
Kering (France)¹		2,230		505,388
Lululemon Athletica, Inc. (Canada)*		178,760		12,343,378

				13,968,125

Total Consumer Discretionary				190,753,494


Consumer Staples - 6.2%
Beverages - 1.8%
Anheuser-Busch InBev N.V. (Belgium)¹		151,070		15,660,536
C&C Group plc (Ireland)¹		111,070		650,242
Carlsberg A/S - Class B (Denmark)¹		6,750		674,230
Cia Cervecerias Unidas S.A. - ADR (Chile)		12,175		324,951
Cia de Bebidas das Americas (AmBev) - ADR (Brazil)		207,650		7,724,580
Diageo plc (United Kingdom)¹		31,790		1,013,393
Kirin Holdings Co. Ltd. (Japan)¹		37,900		553,927
SABMiller plc (United Kingdom)¹		5,610		292,512
Tsingtao Brewery Co. Ltd. - Class H (China)¹		88,000		720,672

				27,615,043

Food & Staples Retailing - 0.3%
Carrefour S.A. (France)¹		29,877		1,090,591
Casino Guichard-Perrachon S.A. (France)¹		3,380		379,930
Distribuidora Internacional de Alimentacion S.A. (Spain)¹		73,750		672,380
Koninklijke Ahold N.V. (Netherlands)¹		16,310		309,998
Tesco plc (United Kingdom)¹		236,040		1,376,865
Whole Foods Market, Inc.		6,160		388,881

				4,218,645

Food Products - 3.2%
Annie’s, Inc.*		1,930		91,193
Barry Callebaut AG (Switzerland)¹		500		522,400
Charoen Pokphand Foods PCL (Thailand)¹		587,970		458,816
Danone (France)¹		12,860		952,469
Glanbia plc (Ireland)¹		11,630		162,960
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		188,350		633,740
Kraft Foods Group, Inc.		114,300		6,215,634
M Dias Branco S.A. (Brazil)		6,800		318,934
Nestle S.A. (Switzerland)¹		325,130		23,469,171
Unilever plc - ADR (United Kingdom)		400,575		16,259,339

				49,084,656

Household Products - 0.0%^#
Reckitt Benckiser Group plc (United Kingdom)¹		10,300		800,925

Personal Products - 0.0%^#
Beiersdorf AG (Germany)¹		1,770		168,776
Kao Corp. (Japan)¹		13,600		452,929
Natura Cosmeticos S.A. (Brazil)		5,100		101,991

				723,696

Tobacco - 0.9%
Gudang Garam Tbk PT (Indonesia)¹		51,000		166,745
Imperial Tobacco Group plc (United Kingdom)¹		344,570		12,864,262
Swedish Match AB (Sweden)¹		17,160		565,814

				13,596,821

Total Consumer Staples				96,039,786


Energy - 10.1%
Energy Equipment & Services - 4.4%
Anton Oilfield Services Group (China)¹		100,000		63,249
Baker Hughes, Inc.		281,210		16,335,489
Calfrac Well Services Ltd. (Canada)		23,860		743,730
Cameron International Corp.*		290,800		15,953,288
CARBO Ceramics, Inc.		5,190		650,515
CGG (France)*¹		11,088		243,714
Core Laboratories N.V. - ADR		1,010		189,092
Fugro N.V. (Netherlands)¹		2,450		153,175
Gulfmark Offshore, Inc. - Class A		3,640		181,199
ION Geophysical Corp.*		31,400		145,696
Key Energy Services, Inc.*		15,990		125,042
National Oilwell Varco, Inc.		1,710		138,818
Petroleum Geo-Services ASA (Norway)¹		19,000		230,434
Prosafe SE (Norway)¹		14,980		128,393
Schlumberger Ltd.		187,380		17,561,254
SPT Energy Group, Inc. (China)¹		148,000		81,462
Trican Well Service Ltd. (Canada)		50,350		707,455
Weatherford International Ltd. - ADR*		840,320		13,814,861

				67,446,866

Oil, Gas & Consumable Fuels - 5.7%
Apache Corp.		47,250		4,195,800
Cameco Corp. (Canada)		23,120		439,280
Cloud Peak Energy, Inc.*		73,690		1,150,301
Encana Corp. (Canada)		40,060		717,875
EOG Resources, Inc.		41,490		7,401,816
Hess Corp.		666,011		54,080,093
Koninklijke Vopak N.V. (Netherlands)¹		5,230		321,664
Pacific Rubiales Energy Corp. (Colombia)		17,080		353,345

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Peabody Energy Corp.		459,700	$	8,954,956
Petroleo Brasileiro S.A. - ADR (Brazil)		51,600		937,056
Range Resources Corp.		105,730		8,004,818
Royal Dutch Shell plc - Class B (Netherlands)¹		9,249		320,203
Royal Dutch Shell plc - Class B - ADR (Netherlands)		9,190		638,889
Statoil ASA (Norway)¹		14,880		352,079
Talisman Energy, Inc. (Canada)		78,260		975,764
Whitehaven Coal Ltd. (Australia)*¹		50,000		76,590

				88,920,529

Total Energy				156,367,395


Financials - 4.8%
Capital Markets - 0.1%
Daiwa Securities Group, Inc. (Japan)¹		60,000		548,027

Commercial Banks - 0.2%
Hong Leong Financial Group Berhad (Malaysia)¹		153,070		733,675
HSBC Holdings plc (United Kingdom)¹		40,950		448,870
ICICI Bank Ltd. - ADR (India)		9,550		356,406
Shinhan Financial Group Co. Ltd. (South Korea)¹		11,830		515,831
Sumitomo Mitsui Trust Holdings, Inc. (Japan)¹		141,000		696,412

				2,751,194

Diversified Financial Services - 0.7%
JSE Ltd. (South Africa)¹		141,470		1,237,312
MarketAxess Holdings, Inc.		6,990		455,958
McGraw-Hill Financial, Inc.		137,290		9,566,367

				11,259,637

Insurance - 0.4%
Admiral Group plc (United Kingdom)¹		13,380		273,947
Allianz SE (Germany)¹		9,660		1,621,944
AXA S.A. (France)¹		14,050		350,063
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		164,500		1,497,991
First American Financial Corp.		12,890		333,335
Mapfre S.A. (Spain)¹		282,140		1,132,992
Muenchener Rueckversicherungs AG (MunichRe) (Germany)¹		3,955		825,144
Zurich Insurance Group AG (Switzerland)¹		1,910		527,778

				6,563,194

Real Estate Investment Trusts (REITS) - 2.8%
Agree Realty Corp.		20,600		650,342
Alexandria Real Estate Equities, Inc.		52,250		3,437,005
Alstria Office REIT AG (Germany)¹		53,410		677,170
American Assets Trust, Inc.		13,520		450,081
American Campus Communities, Inc.		16,140		557,799
Apartment Investment & Management Co. - Class A		14,030		392,560
Associated Estates Realty Corp.		33,230		509,748
AvalonBay Communities, Inc.		2,220		277,611
BioMed Realty Trust, Inc.		200,480		3,993,562
Boston Properties, Inc.		9,460		979,110
Camden Property Trust		6,960		446,832
Cedar Realty Trust, Inc.		124,740		712,266
Coresite Realty Corp.		25,980		842,791
Corporate Office Properties Trust		139,880		3,441,048
CubeSmart		34,780		635,431
Digital Realty Trust, Inc.		59,320		2,827,191
DuPont Fabros Technology, Inc.		176,380		4,383,043
Education Realty Trust, Inc.		37,860		346,040
Equity Lifestyle Properties, Inc.		11,080		420,929
Equity Residential		4,840		253,422
General Growth Properties, Inc.		55,230		1,172,533
HCP, Inc.		18,280		758,620
Health Care REIT, Inc.		18,460		1,197,131
Healthcare Realty Trust, Inc.		10,870		260,989
Healthcare Trust of America, Inc.*		46,150		536,263
Home Properties, Inc.		11,420		688,740
Host Hotels & Resorts, Inc.		56,824		1,054,085
Kimco Realty Corp.		39,340		845,023
Land Securities Group plc (United Kingdom)¹		8,840		140,134
Mack-Cali Realty Corp.		25,420		522,635
Mid-America Apartment Communities, Inc.		9,683		642,951
National Retail Properties, Inc.		16,210		557,624
Pebblebrook Hotel Trust		53,840		1,625,968
Plum Creek Timber Co., Inc.		3,060		138,924
Potlatch Corp.		3,330		135,964
Public Storage		2,660		444,140
Rayonier, Inc.		2,510		118,020
Realty Income Corp.		7,300		304,045
Simon Property Group, Inc.		10,850		1,676,868
Sovran Self Storage, Inc.		14,860		1,136,641
UDR, Inc.		34,130		846,765
Unibail-Rodamco SE (France)¹		1,490		389,293
Ventas, Inc.		14,900		972,076
Vornado Realty Trust		1,740		154,964
Weyerhaeuser Co.		5,250		159,600

				42,713,977

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Management & Development - 0.6%
General Shopping Brasil S.A. (Brazil)*		127,160	$	544,923
Realogy Holdings Corp.*		219,080		9,012,951

				9,557,874

Thrifts & Mortgage Finance - 0.0%^#
Aareal Bank AG (Germany)*¹		11,235		430,899
Groupe Fnac S.A. (France)*¹		279		7,797

				438,696

Total Financials				73,832,599


Health Care - 6.3%
Biotechnology - 0.3%
Green Cross Corp. (South Korea)¹		23,376		2,885,912
Incyte Corp. Ltd.*		16,160		630,240
Seattle Genetics, Inc.*		26,480		1,022,922

				4,539,074

Health Care Equipment & Supplies - 2.2%
Becton, Dickinson and Co.		112,920		11,871,280
BioMerieux (France)¹		14,810		1,487,213
Carl Zeiss Meditec AG (Germany)¹		13,920		439,703
GN Store Nord A/S (Denmark)¹		41,330		942,853
HeartWare International, Inc.*		20,270		1,470,791
Mindray Medical International Ltd. - ADR (China)		36,620		1,377,278
Neogen Corp.*		15,630		722,419
Quidel Corp.*		39,370		972,439
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)¹		1,696,000		1,592,529
Sirona Dental Systems, Inc.*		18,580		1,342,405
Sonova Holding AG (Switzerland)¹		9,180		1,194,696
Straumann Holding AG (Switzerland)¹		4,169		828,635
Teleflex, Inc.		66,540		6,133,657
Thoratec Corp.*		56,720		2,449,737
Volcano Corp.*		66,170		1,268,479

				34,094,114

Health Care Providers & Services - 0.3%
Diagnosticos da America S.A. (Brazil)		150,090		770,483
Fresenius Medical Care AG & Co. KGaA (Germany)¹		17,370		1,147,922
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		14,780		486,558
Life Healthcare Group Holdings Ltd. (South Africa)¹		325,420		1,327,323
Odontoprev S.A. (Brazil)		49,950		206,471
Qualicorp S.A. (Brazil)*		116,760		1,093,485
Sonic Healthcare Ltd. (Australia)¹		11,590		176,924

				5,209,166

Health Care Technology - 1.3%
Cerner Corp.*		355,510		19,919,225

Life Sciences Tools & Services - 0.7%
Gerresheimer AG (Germany)¹		4,250		281,134
Lonza Group AG (Switzerland)¹		16,970		1,514,792
QIAGEN N.V. (Netherlands)*¹		10,190		233,871
QIAGEN N.V. - ADR (Netherlands)*		357,209		8,272,960

				10,302,757

Pharmaceuticals - 1.5%
AstraZeneca plc (United Kingdom)¹		2,540		134,469
AstraZeneca plc - ADR (United Kingdom)		16,540		874,304
Bayer AG (Germany)¹		13,685		1,697,662
GlaxoSmithKline plc (United Kingdom)¹		16,925		446,187
Johnson & Johnson		188,190		17,428,276
Novo Nordisk A/S - Class B (Denmark)¹		7,080		1,179,193
Shire plc (Ireland)¹		21,165		938,472
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		9,790		363,111
UCB S.A. (Belgium)¹		15,270		1,002,355

				24,064,029

Total Health Care				98,128,365


Industrials - 4.6%
Air Freight & Logistics - 0.9%
C.H. Robinson Worldwide, Inc.		245,810		14,684,690

Airlines - 0.3%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)*		392,570		2,029,587
Latam Airlines Group S.A. - ADR (Chile)		17,840		295,252
Ryanair Holdings plc - ADR (Ireland)		15,080		757,167
Spirit Airlines, Inc.*		34,340		1,481,771

				4,563,777

Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)¹		21,470		553,635
Interface, Inc.		6,620		134,055
Tomra Systems ASA (Norway)¹		65,630		603,597

				1,291,287

Electrical Equipment - 0.1%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		20,120		512,456
Alstom S.A. (France)¹		21,220		787,708
Nexans S.A. (France)¹		4,571		203,232
Polypore International, Inc.*		8,290		374,708

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Electrical Equipment (continued)
Schneider Electric S.A. (France)¹		5,520	$	464,497

				2,342,601

Industrial Conglomerates - 1.2%
General Electric Co.		590,440		15,434,102
Siemens AG (Germany)¹		20,100		2,568,635

				18,002,737

Machinery - 1.6%
AGCO Corp.		5,970		348,529
Andritz AG (Austria)¹		9,010		554,855
Briggs & Stratton Corp.		14,170		259,878
Caterpillar, Inc.		135,310		11,279,442
Deere & Co.		2,800		229,152
FANUC Corp. (Japan)¹		9,000		1,443,669
Joy Global, Inc.		140,750		7,987,563
Kennametal, Inc.		7,580		348,680
KUKA AG (Germany)¹		3,910		177,952
Pentair Ltd. - ADR		8,300		556,847
Titan International, Inc.		13,680		198,360
Trinity Industries, Inc.		7,500		379,725
Westport Innovations, Inc. - ADR (Canada)*		32,240		755,383
Xylem, Inc.		10,100		348,450

				24,868,485

Marine - 0.1%
Baltic Trading Ltd.		74,920		335,642
D/S Norden A/S (Denmark)¹		8,840		388,818
Diana Shipping, Inc. - ADR (Greece)*		6,580		74,617
Nippon Yusen Kabushiki Kaisha (Japan)¹		21,000		64,165
Pacific Basin Shipping Ltd. (Hong Kong)¹		54,000		38,643
Precious Shipping PCL (Thailand)¹		232,700		143,560
Sinotrans Shipping Ltd. (China)¹		998,500		328,392

				1,373,837

Professional Services - 0.1%
ALS Ltd. (Australia)¹		25,990		245,859
Experian plc (United Kingdom)¹		27,980		569,639

				815,498

Trading Companies & Distributors - 0.1%
Brenntag AG (Germany)¹		4,400		744,524
Fastenal Co.		4,470		222,606
Mills Estruturas e Servicos de Engenharia S.A. (Brazil)		32,600		452,576
MSC Industrial Direct Co., Inc. - Class A		1,430		109,209

				1,528,915

Transportation Infrastructure - 0.1%
Groupe Eurotunnel S.A. (France)¹		86,400		836,433
Malaysia Airports Holdings Berhad (Malaysia)¹		233,910		623,404

				1,459,837

Total Industrials				70,931,664


Information Technology - 13.8%
Communications Equipment - 3.5%
Alcatel-Lucent - ADR (France)*		460,180		1,762,489
F5 Networks, Inc.*		11,200		912,912
Juniper Networks, Inc.*		1,378,076		25,687,337
Polycom, Inc.*		133,390		1,387,256
Qualcomm, Inc.		347,940		24,171,392
Riverbed Technology, Inc.*		56,950		843,999

				54,765,385

Computers & Peripherals - 4.1%
Apple, Inc.		52,340		27,339,799
EMC Corp.		1,522,200		36,639,354
Fusion-io, Inc.*		7,260		78,045
Stratasys Ltd.*		810		91,716

				64,148,914

Electronic Equipment, Instruments & Components - 0.3%
Hitachi Ltd. (Japan)¹		324,000		2,266,415
Keyence Corp. (Japan)¹		1,609		689,601
Rofin-Sinar Technologies, Inc.*		37,640		988,050

				3,944,066

Internet Software & Services - 2.6%
eBay, Inc.*		270,950		14,281,775
Google, Inc. - Class A*		18,320		18,880,226
LinkedIn Corp. - Class A*		8,210		1,836,331
LogMeIn, Inc.*		48,220		1,557,506
NetEase, Inc. - ADR (China)		4,100		276,791
SciQuest, Inc.*		38,130		832,759
Tencent Holdings Ltd. (China)¹		34,600		1,886,753

				39,552,141

IT Services - 0.5%
Amdocs Ltd. - ADR		43,120		1,657,964
InterXion Holding N.V. - ADR (Netherlands)*		3,040		68,278

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
IT Services (continued)
VeriFone Systems, Inc.*		277,960	$	6,298,574

				8,024,816

Office Electronics - 0.0%^#
Canon, Inc. (Japan)¹		6,800		214,586

Semiconductors & Semiconductor Equipment - 0.3%
Kulicke & Soffa Industries, Inc. (Singapore)*		70,700		912,030
Samsung Electronics Co. Ltd. (South Korea)¹		970		1,337,687
Silicon Motion Technology Corp. - ADR (Taiwan)		89,300		1,106,427
Skyworks Solutions, Inc.*		39,750		1,024,755
Tokyo Electron Ltd. (Japan)¹		12,000		658,472

				5,039,371

Software - 2.5%
Aspen Technology, Inc.*		2,410		92,134
AutoNavi Holdings Ltd. - ADR (China)*		50,000		773,000
Aveva Group plc (United Kingdom)¹		11,543		478,281
Electronic Arts, Inc.*		1,189,460		31,223,325
Fortinet, Inc.*		47,680		958,845
MICROS Systems, Inc.*		19,680		1,067,640
Qualys, Inc.*		61,280		1,274,624
RealPage, Inc.*		48,360		1,186,271
SAP AG (Germany)¹		16,750		1,310,730
Temenos Group AG (Switzerland)¹		21,830		556,259
Totvs S.A. (Brazil)		14,000		237,354

				39,158,463

Total Information Technology				214,847,742


Materials - 3.4%
Chemicals - 1.7%
BASF SE (Germany)¹		6,070		630,157
Linde AG (Germany)¹		6,790		1,288,921
Monsanto Co.		148,880		15,614,534
Syngenta AG (Switzerland)¹		18,360		7,410,402
Tronox Ltd. - Class A		14,900		344,041
Umicore S.A. (Belgium)¹		8,190		390,001
Yingde Gases Group Co., Ltd. (China)¹		252,000		258,702

				25,936,758

Construction Materials - 0.0%^#
CRH plc (Ireland)¹		14,450		352,378
Holcim Ltd. (Switzerland)¹		3,450		256,609

				608,987

Metals & Mining - 1.7%
Alcoa, Inc.		2,685,840		24,897,737
Alumina Ltd. (Australia)*¹		282,210		274,385
Impala Platinum Holdings Ltd. (South Africa)¹		28,580		347,152
Noranda Aluminum Holding Corp.		65,700		178,704
Norsk Hydro ASA (Norway)¹		54,040		241,168
ThyssenKrupp AG (Germany)*¹		5,190		132,415

				26,071,561

Total Materials				52,617,306


Telecommunication Services - 0.7%
Diversified Telecommunication Services - 0.6%
Telefonica S.A. - ADR (Spain)*		51,840		905,645
Telenor ASA (Norway)¹		322,150		7,740,498
Telenor ASA - ADR (Norway)²		12,530		904,791
Vivendi S.A. (France)¹		14,800		374,734
Ziggo N.V. (Netherlands)¹		2,750		117,891

				10,043,559

Wireless Telecommunication Services - 0.1%
America Movil SAB de C.V. - Class L - ADR (Mexico)		23,330		499,495
MTN Group Ltd. (South Africa)¹		13,620		270,727

				770,222

Total Telecommunication Services				10,813,781


Utilities - 0.0%^#
Independent Power Producers & Energy Traders - 0.0%^#
Dynegy, Inc.*		29,730		577,654


TOTAL COMMON STOCKS (Identified Cost $781,028,394)				964,909,786


PREFERRED STOCKS - 0.4%

Financials - 0.4%
Commercial Banks - 0.2%
BB&T Corp., Series D (non-cumulative), 5.85%		43,910		999,392
PNC Financial Services Group, Inc., Series Q (non-cumulative), 5.375%		48,600		1,027,404
U.S. Bancorp., Series F (non-cumulative), 6.50%³		30,400		815,328

				2,842,124

Diversified Financial Services - 0.1%
JPMorgan Chase & Co., Series P (non-cumulative), 5.45%		48,800		1,048,712

Insurance - 0.0%^#
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%³		7,000		693,700

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)

PREFERRED STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) - 0.1%
Boston Properties, Inc., Series F, 5.25%		22,300	$	486,586
National Retail Properties, Inc., 5.70%		25,000		497,500
Public Storage, Series Q, 6.50%		39,780		982,168

				1,966,254


TOTAL PREFERRED STOCKS (Identified Cost $7,100,416)				6,550,790


	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

CORPORATE BONDS - 17.8%

Convertible Corporate Bonds - 0.1%
Financials - 0.1%
Real Estate Investment Trusts (REITS) - 0.1%
BioMed Realty LP⁵, 3.75%, 1/15/2030
(Identified Cost $988,125)		850,000		1,021,594


Non-Convertible Corporate Bonds - 17.7%
Consumer Discretionary - 2.1%
Auto Components - 0.1%
Gestamp Funding Luxembourg S.A. (Spain)⁵, 5.625%, 5/31/2020		680,000		686,800
Pittsburgh Glass Works LLC⁵, 8.00%, 11/15/2018		610,000		622,200

				1,309,000

Diversified Consumer Services - 0.2%
Block Financial LLC, 5.50%, 11/1/2022		2,560,000		2,679,493

Hotels, Restaurants & Leisure - 0.3%
International Game Technology, 7.50%, 6/15/2019		3,790,000		4,473,329
Royal Caribbean Cruises, Ltd., 11.875%, 7/15/2015		550,000		643,500

				5,116,829

Household Durables - 0.1%
Lennar Corp., 6.95%, 6/1/2018		600,000	��	670,500
NVR, Inc., 3.95%, 9/15/2022		500,000		487,438
Weekley Homes LLC - Weekley Finance Corp.⁵, 6.00%, 2/1/2023		670,000		648,225

				1,806,163

Media - 1.0%
British Sky Broadcasting Group plc (United Kingdom)⁵, 9.50%, 11/15/2018		2,060,000		2,704,106
CCO Holdings LLC - CCO Holdings Capital Corp.⁵, 5.25%, 3/15/2021		1,150,000		1,109,750
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		1,515,000		1,632,602
Discovery Communications LLC, 5.05%, 6/1/2020		1,350,000		1,504,282
NAI Entertainment Holdings - NAI Entertainment Holdings Finance Corp.⁵, 5.00%, 8/1/2018		580,000		594,500
Sirius XM Radio, Inc.⁵, 4.25%, 5/15/2020		1,380,000		1,316,175
Starz LLC - Starz Finance Corp., 5.00%, 9/15/2019		910,000		919,100
Time Warner, Inc., 3.15%, 7/15/2015		125,000		130,069
Time Warner, Inc., 4.875%, 3/15/2020		1,200,000		1,327,668
Time Warner, Inc., 4.75%, 3/29/2021		1,650,000		1,789,737
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)⁵, 5.50%, 1/15/2023		905,000		893,687
Virgin Media Secured Finance plc (United Kingdom), 5.25%, 1/15/2021		870,000		882,768

				14,804,444

Multiline Retail - 0.1%
Dollar General Corp., 1.875%, 4/15/2018		1,225,000		1,195,960
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,270,000		1,153,349

				2,349,309

Specialty Retail - 0.2%
Dufry Finance SCA (Switzerland)⁵, 5.50%, 10/15/2020		525,000		532,372
The Home Depot, Inc., 5.40%, 3/1/2016		1,220,000		1,350,157
Rent-A-Center, Inc., 6.625%, 11/15/2020		575,000		607,344

				2,489,873

Textiles, Apparel & Luxury Goods - 0.1%
SIWF Merger Sub, Inc. - Springs Industries, Inc.⁵, 6.25%, 6/1/2021		585,000		587,925
VF Corp., 5.95%, 11/1/2017		880,000		1,012,958

				1,600,883

Total Consumer Discretionary				32,155,994


Consumer Staples - 0.4%
Beverages - 0.0%^#
Crestview DS Merger Sub II, Inc.⁵, 10.00%, 9/1/2021		635,000		660,400

Food Products - 0.2%
C&S Group Enterprises LLC⁵, 8.375%, 5/1/2017		684,000		730,170
KeHE Distributors LLC - KeHE Finance Corp.⁵, 7.625%, 8/15/2021		590,000		610,650
Land O’ Lakes, Inc.⁵, 6.00%, 11/15/2022		515,000		534,956
Pinnacle Operating Corp.⁵, 9.00%, 11/15/2020		595,000		621,775

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products (continued)
Shearer’s Foods LLC - Chip Finance Corp.⁵, 9.00%, 11/1/2019		685,000	$	724,387
Tyson Foods, Inc., 4.50%, 6/15/2022		100,000		103,716

				3,325,654


Household Products - 0.1%
Harbinger Group, Inc.⁵, 7.875%, 7/15/2019		865,000		919,063

Tobacco - 0.1%
Vector Group Ltd., 7.75%, 2/15/2021		870,000		913,500

Total Consumer Staples				5,818,617


Energy - 1.2%
Energy Equipment & Services - 0.4%
Baker Hughes, Inc., 7.50%, 11/15/2018		935,000		1,174,152
Calfrac Holdings LP (Canada)⁵, 7.50%, 12/1/2020		1,140,000		1,154,250
Nabors Industries, Inc.⁵, 2.35%, 9/15/2016		910,000		922,199
Schlumberger Oilfield plc⁵, 4.20%, 1/15/2021		400,000		429,411
Shelf Drilling Holdings Ltd. (United Arab Emirates)⁵, 8.625%, 11/1/2018		545,000		587,237
Sidewinder Drilling, Inc.⁵ , 9.75%, 11/15/2019		545,000		528,650
Weatherford International Ltd., 9.625%, 3/1/2019		1,245,000		1,588,529

				6,384,428

Oil, Gas & Consumable Fuels - 0.8%
Buckeye Partners LP, 4.15%, 7/1/2023		1,275,000		1,256,637
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc., 6.625%, 11/15/2019		1,365,000		1,429,838
Crestwood Midstream Partners LP - Crestwood Midstream Finance Corp.⁵, 6.125%, 3/1/2022		965,000		986,713
Energy XXI Gulf Coast, Inc.⁵, 7.50%, 12/15/2021		935,000		977,075
EPL Oil & Gas, Inc., 8.25%, 2/15/2018		610,000		654,225
Gulfport Energy Corp., 7.75%, 11/1/2020		610,000		646,600
Lukoil International Finance B.V. (Russia)⁵, 3.416%, 4/24/2018		735,000		740,513
Northern Tier Energy LLC - Northern Tier Finance Corp.⁵, 7.125%, 11/15/2020		900,000		918,000
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		1,255,000		1,311,475
Petroleos Mexicanos (Mexico), 3.50%, 7/18/2018		2,000,000		2,045,000
Sabine Pass Liquefaction LLC⁵, 5.625%, 2/1/2021		1,080,000		1,090,800

				12,056,876

Total Energy				18,441,304


Financials - 10.1%
Capital Markets - 1.7%
Goldman Sachs Capital II⁶, 4.00%, 6/1/2043		2,005,000		1,478,688
Goldman Sachs Group, Inc., 3.625%, 2/7/2016		3,250,000		3,430,326
The Goldman Sachs Group, Inc., 2.375%, 1/22/2018		4,100,000		4,123,559
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		2,510,000		2,909,075
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		2,225,000		2,502,357
Jefferies Finance LLC - JFIN Co-Issuer Corp.⁵, 7.375%, 4/1/2020		875,000		899,063
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018		1,025,000		1,217,399
Morgan Stanley, 3.80%, 4/29/2016		3,860,000		4,078,889
Morgan Stanley, 2.125%, 4/25/2018		4,220,000		4,195,714
Morgan Stanley, 7.30%, 5/13/2019		1,355,000		1,654,799

				26,489,869

Commercial Banks - 2.2%
Barclays Bank plc (United Kingdom), 4.25%, 1/12/2022	GBP	490,000		858,629
BB&T Corp., 5.20%, 12/23/2015		1,175,000		1,275,058
BBVA Bancomer S.A. (Mexico)⁵, 6.75%, 9/30/2022		1,670,000		1,811,950
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		4,325,000		4,553,784
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD	380,000		381,373
HSBC Bank plc (United Kingdom)⁵, 1.50%, 5/15/2018		1,580,000		1,551,543
HSBC USA Capital Trust I (United Kingdom)⁵, 7.808%, 12/15/2026		600,000		609,750
Intesa Sanpaolo S.p.A. (Italy), 3.125%, 1/15/2016		1,385,000		1,412,384
Intesa Sanpaolo S.p.A. (Italy)⁵, 6.50%, 2/24/2021		1,425,000		1,567,785
Lloyds TSB Bank plc (United Kingdom)⁵, 6.50%, 9/14/2020		4,735,000		5,349,755
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		1,830,000		2,152,876
National Australia Bank, Ltd. (Australia)⁵, 1.25%, 3/8/2018		2,000,000		1,970,030
National City Corp., 6.875%, 5/15/2019		2,255,000		2,705,806
PNC Bank National Association, 5.25%, 1/15/2017		515,000		574,135

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
Provident Funding Associates LP - PFG Finance Corp.⁵, 6.75%, 6/15/2021		585,000	$	598,163
Royal Bank of Canada (Canada), 3.27%, 11/10/2014	CAD	295,000		288,362
Royal Bank of Canada (Canada), 3.18%, 3/16/2015	CAD	465,000		456,192
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD	445,000		451,970
Santander Holdings USA, Inc., 4.625%, 4/19/2016		370,000		396,971
Wachovia Corp., 5.25%, 8/1/2014		1,270,000		1,313,626
Wells Fargo & Co., 1.50%, 1/16/2018		3,320,000		3,307,762
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD	400,000		401,547

				33,989,451

Consumer Finance - 0.3%
Ally Financial, Inc., 6.75%, 12/1/2014		610,000		642,025
American Express Co.⁶, 6.80%, 9/1/2066		930,000		992,775
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		815,000		1,003,766
Discover Bank, 4.20%, 8/8/2023		1,280,000		1,298,039
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		890,000		943,400

				4,880,005

Diversified Financial Services - 2.9%
Bank of America Corp., 6.50%, 8/1/2016		1,425,000		1,618,904
Bank of America Corp., 5.75%, 8/15/2016		840,000		929,572
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		85,000		102,504
Citigroup, Inc., 5.85%, 8/2/2016		1,600,000		1,786,854
Citigroup, Inc., 8.50%, 5/22/2019		2,663,000		3,445,600
CME Group, Inc., 3.00%, 9/15/2022		1,270,000		1,225,399
CNG Holdings, Inc.⁵, 9.375%, 5/15/2020		910,000		862,225
CNH Capital LLC, 6.25%, 11/1/2016		885,000		971,288
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Netherlands)⁶, 8.40%, 11/29/2049		850,000		935,425
Ford Motor Credit Co. LLC, 8.00%, 12/15/2016		2,375,000		2,821,194
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017		650,000		758,553
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		6,307,000		6,989,121
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,045,000		1,325,093
General Electric Capital Corp., 5.625%, 5/1/2018		3,425,000		3,972,911
ING US, Inc., 2.90%, 2/15/2018		85,000		86,748
ING US, Inc., 5.50%, 7/15/2022		1,185,000		1,301,295
Jefferies Group LLC, 8.50%, 7/15/2019		3,795,000		4,616,504
JPMorgan Chase & Co., 3.15%, 7/5/2016		3,095,000		3,250,706
JPMorgan Chase & Co., 1.625%, 5/15/2018		3,355,000		3,294,929
JPMorgan Chase & Co., 4.95%, 3/25/2020		3,130,000		3,487,502
Oxford Finance LLC - Oxford Finance Co-Issuer, Inc.⁵, 7.25%, 1/15/2018		575,000		608,063
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.⁵, 8.875%, 8/1/2020		1,005,000		1,077,863

				45,468,253

Insurance - 1.5%
American International Group, Inc., 4.875%, 6/1/2022		3,645,000		3,989,773
Fidelity National Financial, Inc., 6.60%, 5/15/2017		2,025,000		2,269,383
First American Financial Corp., 4.30%, 2/1/2023		1,350,000		1,314,271
Genworth Holdings, Inc., 7.70%, 6/15/2020		600,000		722,271
Genworth Holdings, Inc., 7.625%, 9/24/2021		6,555,000		8,036,994
Genworth Holdings, Inc.⁶, 6.15%, 11/15/2066		4,300,000		3,893,521
Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		2,535,000		2,835,185

				23,061,398

Real Estate Investment Trusts (REITS) - 1.5%
American Campus Communities
Operating Partnership LP, 3.75%, 4/15/2023		665,000		639,177
American Tower Corp., 3.40%, 2/15/2019		3,925,000		3,973,980
BioMed Realty LP, 3.85%, 4/15/2016		1,145,000		1,203,233
Boston Properties LP, 5.875%, 10/15/2019		1,385,000		1,614,151
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)⁵, 6.125%, 7/1/2022		580,000		575,650
Camden Property Trust, 5.70%, 5/15/2017		980,000		1,092,595
Corrections Corp. of America, 4.125%, 4/1/2020		865,000		845,537
Digital Realty Trust LP, 5.875%, 2/1/2020		200,000		219,085

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Digital Realty Trust LP, 5.25%, 3/15/2021		1,870,000	$	1,967,324
Dupont Fabros Technology LP⁵, 5.875%, 9/15/2021		930,000		953,250
HCP, Inc., 6.70%, 1/30/2018		1,270,000		1,489,161
Health Care REIT, Inc., 6.20%, 6/1/2016		1,240,000		1,387,627
Health Care REIT, Inc., 4.95%, 1/15/2021		275,000		296,105
Mack-Cali Realty LP, 5.80%, 1/15/2016		3,000,000		3,259,263
Simon Property Group LP, 10.35%, 4/1/2019		2,160,000		2,966,527
UDR, Inc., 4.625%, 1/10/2022		980,000		1,025,109

				23,507,774

Total Financials				157,396,750


Health Care - 0.3%
Health Care Equipment & Supplies - 0.1%
Fresenius Medical Care US Finance, Inc. (Germany), 6.875%, 7/15/2017		825,000		932,250
Fresenius Medical Care US Finance, Inc. (Germany)⁵, 6.50%, 9/15/2018		565,000		634,213
Fresenius US Finance II, Inc.⁵, 9.00%, 7/15/2015		615,000		685,725

				2,252,188

Health Care Providers & Services - 0.1%
HCA, Inc., 6.375%, 1/15/2015		610,000		644,312
Tenet Healthcare Corp.⁵, 8.125%, 4/1/2022		600,000		657,000

				1,301,312

Pharmaceuticals - 0.1%
Valeant Pharmaceuticals International⁵, 6.75%, 8/15/2021		935,000		995,775

Total Health Care				4,549,275


Industrials - 0.9%
Aerospace & Defense - 0.2%
Bombardier, Inc. (Canada)⁵, 4.25%, 1/15/2016		545,000		568,163
Bombardier, Inc. (Canada)⁵, 6.125%, 1/15/2023		900,000		911,250
DigitalGlobe, Inc.⁵, 5.25%, 2/1/2021		545,000		527,287
Erickson Air-Crane, Inc.⁵, 8.25%, 5/1/2020		760,000		792,300
Textron, Inc., 7.25%, 10/1/2019		940,000		1,109,466

				3,908,466

Air Freight & Logistics - 0.1%
Aguila 3 S.A. (Luxembourg)⁵, 7.875%, 1/31/2018		580,000		618,425
Aguila 3 S.A. (Luxembourg)⁵, 7.875%, 1/31/2018		215,000		229,244
FedEx Corp., 8.00%, 1/15/2019		785,000		986,597

				1,834,266

Airlines - 0.3%
American Airlines Pass-Through Trust, Series 2013-2, Class A⁵, 4.95%, 1/15/2023		1,440,000		1,483,200
Aviation Capital Group Corp.⁵, 4.625%, 1/31/2018		540,000		550,663
Aviation Capital Group Corp.⁵, 6.75%, 4/6/2021		765,000		824,287
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016		545,000		576,336
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		290,000		305,950
United Continental Holdings, Inc., 6.375%, 6/1/2018		600,000		622,500

				4,362,936

Machinery - 0.1%
Dynacast International LLC - Dynacast Finance, Inc., 9.25%, 7/15/2019		805,000		885,500
Joy Global, Inc., 5.125%, 10/15/2021		120,000		127,069

				1,012,569

Professional Services - 0.0%^#
FTI Consulting, Inc., 6.00%, 11/15/2022		540,000		550,800

Road & Rail - 0.1%
Union Pacific Corp., 5.65%, 5/1/2017		810,000		913,795

Trading Companies & Distributors - 0.1%
International Lease Finance Corp., 8.625%, 9/15/2015		550,000		611,875
Rexel S.A. (France)⁵, 5.25%, 6/15/2020		875,000		892,500

				1,504,375

Total Industrials				14,087,207


Information Technology - 0.6%
Communications Equipment - 0.1%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		515,000		552,337
ViaSat, Inc., 6.875%, 6/15/2020		690,000		721,050

				1,273,387

Computers & Peripherals - 0.2%
Apple, Inc., 2.40%, 5/3/2023		650,000		593,985

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Computers & Peripherals (continued)
Hewlett-Packard Co., 4.75%, 6/2/2014		1,920,000	$	1,963,104

				2,557,089

Electronic Equipment, Instruments & Components - 0.1%
Corning, Inc., 6.625%, 5/15/2019		1,000,000		1,203,651
CPI International, Inc., 8.00%, 2/15/2018		595,000		615,825
Tyco Electronics Group S.A. (Switzerland), 4.875%, 1/15/2021		365,000		386,805

				2,206,281

IT Services - 0.1%
The Western Union Co., 5.253%, 4/1/2020		1,350,000		1,465,078

Semiconductors & Semiconductor Equipment - 0.1%
Magnachip Semiconductor Corp. (South Korea)⁵, 6.625%, 7/15/2021		820,000		820,000

Software - 0.0%^#
Interface Security Systems Holdings, Inc. - Interface Security Systems LLC⁵, 9.25%, 1/15/2018		540,000		567,000

Total Information Technology				8,888,835


Materials - 1.3%
Chemicals - 0.1%
Nufarm Australia Ltd. (Australia)⁵, 6.375%, 10/15/2019		645,000		664,350
Trinseo Materials Operating SCA - Trinseo Materials Finance, Inc.⁵, 8.75%, 2/1/2019		545,000		543,637

				1,207,987

Metals & Mining - 1.0%
Allegheny Technologies, Inc., 5.95%, 1/15/2021		1,970,000		2,088,679
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		960,000		1,157,805
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		1,315,000		1,374,107
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		580,000		573,493
Freeport-McMoRan Copper & Gold, Inc., 2.375%, 3/15/2018		105,000		104,714
Plains Exploration & Production Co., 6.125%, 6/15/2019		3,145,000		3,437,900
Plains Exploration & Production Co., 6.50%, 11/15/2020		2,933,000		3,231,365
Rio Tinto Finance USA plc (United Kingdom), 1.375%, 6/17/2016		2,000,000		2,012,272
Shale-Inland Holdings LLC - Shale-Inland Finance Corp.⁵, 8.75%, 11/15/2019		545,000		558,625
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,290,000		1,288,647

				15,827,607

Paper & Forest Products - 0.2%
International Paper Co., 7.50%, 8/15/2021		1,425,000		1,770,171
Smurfit Kappa Acquisitions (Ireland)⁵, 4.875%, 9/15/2018		1,410,000		1,445,250

				3,215,421

Total Materials				20,251,015


Telecommunication Services - 0.7%
Diversified Telecommunication Services - 0.4%
Digicel Ltd. (Jamaica)⁵, 6.00%, 4/15/2021		885,000		858,450
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,400,000		2,706,809
UPCB Finance VI Ltd. (Netherlands)⁵, 6.875%, 1/15/2022		1,120,000		1,206,800
Windstream Corp., 7.50%, 6/1/2022		975,000		1,021,313

				5,793,372

Wireless Telecommunication Services - 0.3%
America Movil SAB de C.V. (Mexico), 5.00%, 3/30/2020		1,890,000		2,069,076
Crown Castle Towers LLC⁵, 6.113%, 1/15/2020		1,045,000		1,189,162
Crown Castle Towers LLC⁵, 4.883%, 8/15/2020		353,000		379,688
SBA Tower Trust⁵, 5.101%, 4/17/2017		575,000		621,848
SBA Tower Trust⁵, 2.933%, 12/15/2017		1,285,000		1,324,777

				5,584,551

Total Telecommunication Services				11,377,923


Utilities - 0.1%
Independent Power Producers & Energy Traders - 0.1%
Exelon Generation Co. LLC, 5.20%, 10/1/2019		815,000		891,000
NRG Energy, Inc., 7.875%, 5/15/2021		710,000		784,550

Total Utilities				1,675,550

Total Non-Convertible Corporate Bonds (Identified Cost $ 265,876,768)				274,642,470


TOTAL CORPORATE BONDS (Identified Cost $ 266,864,893)				275,664,064

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

U.S. TREASURY SECURITIES - 1.9%

U.S. Treasury Notes - 1.9%
U.S. Treasury Note, 0.25%, 10/31/2015		20,000,000	$	19,976,560
U.S. Treasury Note, 0.625%, 10/15/2016		10,000,000		10,017,190


TOTAL U.S. TREASURY SECURITIES (Identified Cost $29,990,644)				29,993,750


ASSET-BACKED SECURITIES - 0.2%
FDIC Trust, Series 2011-R1, Class A⁵, 2.672%, 7/25/2026		1,216,717		1,256,604
Ford Credit Auto Owner Trust, Series 2012-D, Class A3, 0.51%, 4/15/2017		990,000		989,434
Hertz Vehicle Financing LLC, Series 2009-2A, Class A2⁵, 5.29%, 3/25/2016		470,000		493,850
Hertz Vehicle Financing LLC, Series 2010-1A, Class A2⁵, 3.74%, 2/25/2017		700,000		738,063


TOTAL ASSET-BACKED SECURITIES (Identified Cost $3,375,889)				3,477,951


COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.6%

Americold LLC Trust, Series 2010-ARTA, Class A1⁵, 3.847%, 1/14/2029		243,279		255,725
BAMLL Commercial Mortgage Securities Trust, Series 2012-PARK, Class A⁵, 2.959%, 12/10/2030		640,000		614,439
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A4⁶, 5.923%, 5/10/2045		3,155,000		3,465,603
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		850,000		930,380
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		2,020,000		2,130,235
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A4⁶, 5.899%, 9/11/2038		605,000		663,810
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		695,000		761,773
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A2⁵, 3.759%, 4/15/2044		420,000		442,263
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A4⁶, 5.392%, 7/15/2044		420,000		447,716
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1⁵, 3.156%, 7/10/2046		403,645		416,790
Commercial Mortgage Pass-Through Certificates, Series 2012-CR4, Class A3, 2.853%, 10/15/2045		895,000		856,645
Commercial Mortgage Trust, Series 2006-GG7, Class A4⁶, 6.018%, 7/10/2038		608,388		668,770
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^5,6, 2.50%, 5/25/2043		1,382,916		1,268,947
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^5,6, 2.13%, 2/25/2043		1,306,364		1,180,865
DBUBS Mortgage Trust, Series 2011-LC1A, Class A1⁵, 3.742%, 11/10/2046		319,258		335,626
Extended Stay America Trust, Series 2013-ESH7, Class A27⁵, 2.958%, 12/5/2031		1,410,000		1,386,910
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class A2, 2.377%, 5/25/2022		1,255,000		1,185,627
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,157,419		1,156,732
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,325,000		1,315,256
FREMF Mortgage Trust, Series 2011-K701, Class B^5,6, 4.436%, 7/25/2048		550,000		574,072
FREMF Mortgage Trust, Series 2011-K702, Class B^5,6, 4.936%, 4/25/2044		675,000		717,682
GS Mortgage Securities Corp. II, Series 2010-C2, Class A1⁵, 3.849%, 12/10/2043		695,308		735,687
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A4⁶, 5.418%, 1/12/2043		1,605,000		1,713,975
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁶, 5.368%, 12/15/2044.		325,000		348,191
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁶, 6.056%, 4/15/2045		1,460,000		1,601,686
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^5,6, 3.00%, 3/25/2043		1,138,044		1,112,343
JP Morgan Mortgage Trust, Series 2013-2, Class A2^5,6, 3.50%, 5/25/2043		1,297,873		1,283,599
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A⁵, 3.913%, 6/25/2043		89,376		90,875
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A⁶, 5.23%, 9/15/2042		323,555		342,277
Morgan Stanley Capital I Trust, Series 2011-C1, Class A2⁵, 3.884%, 9/15/2047		765,000		806,373
Motel 6 Trust, Series 2012-MTL6, Class A2⁵, 1.948%, 10/5/2025		895,000		883,574

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

OBP Depositor LLC Trust, Series 2010-OBP, Class A⁵, 4.646%, 7/15/2045		115,000	$	127,038
Sequoia Mortgage Trust, Series 2013-2, Class A1⁶, 1.874%, 2/25/2043		1,194,687		1,042,487
Sequoia Mortgage Trust, Series 2013-7, Class A2⁶, 3.00%, 6/25/2043		887,583		842,265
Sequoia Mortgage Trust, Series 2013-8, Class A1⁶, 3.00%, 6/25/2043		1,235,683		1,171,652
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX⁵, 4.004%, 9/13/2028		350,000		372,723
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁶, 5.414%, 10/15/2044		2,081,094		2,220,877
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁶, 6.011%, 6/15/2045		750,000		828,169
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2⁵, 4.393%, 11/15/2043		600,000		646,634
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class A3, 2.918%, 10/15/2045		1,720,000		1,659,088
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A2⁵, 3.791%, 2/15/2044		575,000		604,403
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045		1,465,000		1,472,983


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $41,286,954)				40,682,765


FOREIGN GOVERNMENT BONDS - 1.7%

Bonos de la Tesoreria de la Republica en pesos (Chile), 6.00%, 1/1/2018	CLP	805,000,000		1,682,861
Brazil Letras do Tesouro Nacional (Brazil)⁷, 0.00%, 1/1/2015	BRL	1,100,000		436,304
Brazilian Government Bond (Brazil), 8.875%, 10/14/2019		700,000		931,700
Canada Housing Trust No. 1 (Canada)⁵, 4.10%, 12/15/2018	CAD	385,000		405,674
Chile Government Bond (Chile), 3.25%, 9/14/2021		1,400,000		1,419,250
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR	295,000		444,461
Ireland Government Bond (Ireland), 5.40%, 3/13/2025	EUR	300,000		461,949
Italy Buoni Poliennali Del Tesoro (Italy), 2.25%, 5/15/2016	EUR	160,000		219,880
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR	625,000		952,041
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR	760,000		1,157,166
Italy Buoni Poliennali Del Tesoro (Italy), 4.50%, 5/1/2023	EUR	630,000		894,306
Italy Buoni Poliennali Del Tesoro (Italy)⁵, 5.00%, 3/1/2025	EUR	490,000		713,933
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY	100,300,000		1,025,121
Japan Government Two Year Bond (Japan), 0.10%, 3/15/2014	JPY	71,000,000		722,154
Korea Treasury Bond (South Korea), 4.50%, 3/10/2015	KRW	940,000,000		906,757
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW	460,000,000		433,003
Malaysia Government Bond (Malaysia), 3.434%, 8/15/2014	MYR	1,520,000		483,613
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR	3,275,000		1,069,758
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN	26,069,000		2,160,079
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN	5,945,000		492,355
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN	2,400,000		209,726
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN	4,000,000		321,113
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN	6,500,000		517,048
Portugal Obrigacoes do Tesouro OT (Portugal)⁵, 4.20%, 10/15/2016	EUR	190,000		256,174
Portugal Obrigacoes do Tesouro OT (Portugal)⁵, 4.80%, 6/15/2020	EUR	175,000		222,305
Portugal Obrigacoes do Tesouro OT (Portugal)⁵, 4.95%, 10/25/2023	EUR	185,000		228,269
Portugal Obrigacoes do Tesouro OT (Portugal)⁵, 5.65%, 2/15/2024	EUR	340,000		436,708
Russian Foreign Bond - Eurobond (Russia)⁵, 5.00%, 4/29/2020		600,000		654,000
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD	845,000		725,950
Spain Government Bond (Spain), 3.30%, 7/30/2016	EUR	170,000		239,235
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR	325,000		476,131
Spain Government Bond (Spain), 4.00%, 4/30/2020	EUR	510,000		721,676
Spain Government Bond (Spain)⁵, 5.40%, 1/31/2023	EUR	755,000		1,136,841
Spain Government Bond (Spain), 4.80%, 1/31/2024	EUR	590,000		848,259
Spain Government Bond (Spain), 4.65%, 7/30/2025	EUR	200,000		281,463
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP	375,000		597,534
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP	475,000		880,708


TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $25,114,447)				25,765,505

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES - 9.0%

Mortgage-Backed Securities - 6.3%
Fannie Mae, Pool #621881, 5.50%, 1/1/2017		500	$	527
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		1,151,117		1,248,393
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		82,631		89,518
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		105,617		115,761
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		749,546		812,901
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		136,242		149,323
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		1,273,210		1,379,963
Fannie Mae, Pool #990895, 5.50%, 10/1/2023		98,040		106,775
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		79,938		87,030
Fannie Mae, Pool #AB4086, 3.00%, 12/1/2026		839,142		872,378
Fannie Mae, Pool #AJ7717, 3.00%, 12/1/2026		1,019,278		1,059,686
Fannie Mae, Pool #AK7413, 3.00%, 3/1/2027		2,285,268		2,376,002
Fannie Mae, Pool #AO6562, 3.00%, 6/1/2027		384,570		399,899
Fannie Mae, Pool #AP0000, 3.50%, 7/1/2027		878,036		927,824
Fannie Mae, Pool #AB5970, 3.00%, 8/1/2027		1,199,617		1,247,439
Fannie Mae, Pool #AP7539, 3.00%, 9/1/2027		2,196,900		2,284,463
Fannie Mae, Pool #AB6580, 3.00%, 10/1/2027		591,396		614,958
Fannie Mae, Pool #AL2720, 3.00%, 11/1/2027		1,859,775		1,933,867
Fannie Mae, Pool #AQ4426, 3.00%, 11/1/2027		763,025		793,445
Fannie Mae, Pool #AQ5073, 3.00%, 12/1/2027		221,325		230,367
Fannie Mae, Pool #AQ5190, 3.00%, 12/1/2027		252,841		263,089
Fannie Mae, Pool #AR4926, 3.00%, 1/1/2028		736,247		766,090
Fannie Mae, Pool #AR5885, 3.00%, 1/1/2028		208,878		217,336
Fannie Mae, Pool #AB7722, 3.50%, 1/1/2028		583,670		616,834
Fannie Mae, Pool #AR1092, 3.00%, 2/1/2028		468,509		487,507
Fannie Mae, Pool #AR5986, 3.00%, 2/1/2028		213,927		222,667
Fannie Mae, Pool #AB8457, 3.50%, 2/1/2028		1,027,632		1,086,022
Fannie Mae, Pool #AB8601, 3.00%, 3/1/2028		766,905		797,994
Fannie Mae, Pool #AL3301, 3.00%, 3/1/2028		1,571,154		1,634,818
Fannie Mae, Pool #AL3586, 3.00%, 3/1/2028		1,116,429		1,160,953
Fannie Mae, Pool #AR6001, 3.00%, 3/1/2028		223,120		232,238
Fannie Mae, Pool #AR6002, 3.00%, 3/1/2028		358,336		372,866
Fannie Mae, Pool #AR6024, 3.00%, 3/1/2028		1,117,184		1,162,436
Fannie Mae, Pool #AR8950, 3.00%, 3/1/2028		525,487		546,797
Fannie Mae, Pool #AT3152, 3.00%, 4/1/2028		854,791		889,451
Fannie Mae, Pool #MA1405, 3.00%, 4/1/2028		272,425		283,467
Fannie Mae, Pool #MA1423, 3.50%, 4/1/2028		44,738		47,281
Fannie Mae, Pool #AT2899, 3.00%, 5/1/2028		431,247		448,729
Fannie Mae, Pool #AT9599, 3.00%, 6/1/2028		198,674		206,693
Fannie Mae, Pool #888021, 6.00%, 12/1/2036		198,588		217,591
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		469,525		511,247
Fannie Mae, Pool #995050, 6.00%, 9/1/2037		533,450		585,172
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		1,618,472		1,772,885
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		1,123,450		1,229,051
Fannie Mae, Pool #889579, 6.00%, 5/1/2038		1,161,297		1,269,370
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		61,441		67,253
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038		942,784		1,029,796
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		3,643,874		3,985,483
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		103,432		113,315
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		1,439,998		1,540,718
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		346,507		377,298
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		2,016,085		2,157,719
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		2,361,669		2,583,845
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		2,024,275		2,211,099
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		2,809,745		3,069,062
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		1,564,917		1,714,457

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		3,858,176	$	4,215,779
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,239,883		1,327,133
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		515,094		552,042
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		388,694		416,711
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,253,337		1,346,460
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		311,814		334,312
Fannie Mae, Pool #AO8298, 3.50%, 8/1/2042		679,387		697,650
Fannie Mae, Pool #AB6228, 3.50%, 9/1/2042		669,605		688,655
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		939,915		928,485
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		219,508		216,929
Fannie Mae, Pool #AL3499, 3.50%, 5/1/2043		359,569		369,226
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		503,257		497,556
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		455,765		450,562
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		438,725		473,616
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		128,636		141,187
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		95,791		105,343
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		72,765		80,186
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		129,365		142,402
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		53,265		57,835
Freddie Mac, Pool #J16679, 3.00%, 9/1/2026		652,973		677,281
Freddie Mac, Pool #E09019, 3.00%, 12/1/2027		527,276		546,755
Freddie Mac, Pool #E09022, 3.00%, 1/1/2028		274,209		284,673
Freddie Mac, Pool #J22551, 3.00%, 1/1/2028		521,527		540,794
Freddie Mac, Pool #J22427, 3.00%, 2/1/2028		425,164		441,460
Freddie Mac, Pool #G14708, 3.50%, 2/1/2028		644,120		680,486
Freddie Mac, Pool #E09026, 3.00%, 3/1/2028		1,381,100		1,433,926
Freddie Mac, Pool #E09029, 3.00%, 3/1/2028		1,256,002		1,304,220
Freddie Mac, Pool #E09031, 3.00%, 4/1/2028		139,586		144,964
Freddie Mac, Pool #J23444, 3.00%, 4/1/2028		263,238		273,002
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		225,701		245,811
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		473,606		511,882
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		620,470		676,085
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		1,498,614		1,619,730
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		879,299		950,363
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		949,202		1,025,915
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038		3,125,748		3,378,643
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		3,141,781		3,395,697
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		847,572		916,071
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		1,087,457		1,175,344
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		2,004,792		2,137,006
Freddie Mac, Pool #A89760, 4.50%, 12/1/2039		331,086		353,032
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		499,124		539,463
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		301,438		325,800
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		850,201		926,363
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		505,769		551,377
Freddie Mac, Pool #C03815, 3.50%, 3/1/2042		216,095		221,095
Freddie Mac, Pool #G07213, 3.50%, 11/1/2042		596,424		610,437
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		946,316		886,012
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		1,172,129		1,097,381
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		489,363		481,252
Freddie Mac, Pool #Q19118, 3.50%, 6/1/2043		910,336		931,791
Freddie Mac, Pool #Q19121, 3.50%, 6/1/2043		910,972		932,159
Freddie Mac, Pool #V80160, 3.50%, 6/1/2043		546,375		558,933
Freddie Mac, Pool #C09044, 3.50%, 7/1/2043		363,306		371,656


Total Mortgage-Backed Securities
(Identified Cost $96,825,507)				96,798,076


Other Agencies - 2.7%
Freddie Mac, 1.25%, 10/2/2019		15,000,000		14,434,500

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® EXTENDED TERM SERIES	PRINCIPAL AMOUNT ⁴		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Other Agencies (continued)
Freddie Mac, 2.375%, 1/13/2022		28,614,000	$	28,050,819


Total Other Agencies
(Identified Cost $43,814,102)				42,485,319


TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $140,639,609)				139,283,395


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 2.7%

Dreyfus Cash Management, Inc. - Institutional Shares⁸, 0.04%,
(Identified Cost $ 41,585,053)		41,585,053		41,585,053


TOTAL INVESTMENTS - 98.5%
(Identified Cost $ 1,336,986,299)				1,527,913,059
OTHER ASSETS, LESS LIABILITIES - 1.5%				23,532,217

NET ASSETS - 100%			$	1,551,445,276

KEY:

ADR - American Depository Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CLP - Chilean Peso

EUR - Euro

GBP - British Pound

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

SGD - Singapore Dollar

*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.

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

³The rate shown is a fixed rate as of October 31, 2013; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2015 to 2022.

⁴Amount is stated in USD unless otherwise noted.

⁵Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $83,237,281 or 5.4%, of the Series’ net assets as of October 31, 2013 (see Note 2 to the financial statements).

⁶The coupon rate is floating and is the effective rate as of October 31, 2013.

⁷Represents a zero-coupon bond.

⁸Rate shown is the current yield as of October 31, 2013.

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

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

October 31, 2013


ASSETS:

Investments, at value (identified cost $1,336,986,299) (Note 2)	$	1,527,913,059
Foreign currency (identified cost $2,097)		2,108
Cash		1,575,230
Receivable for securities sold		21,729,684
Interest receivable		5,027,475
Receivable for fund shares sold		1,150,978
Foreign tax reclaims receivable		311,099
Dividends receivable		306,224


TOTAL ASSETS		1,558,015,857


LIABILITIES:

Accrued foreign capital gains tax (Note 2)		280
Accrued management fees (Note 3)		975,286
Accrued shareholder services fees (Class S) (Note 3)		172,449
Accrued distribution and services (Rule 12b-1) fees (Class C) (Class R) (Note 3)		128,609
Accrued fund accounting and administration fees (Note 3)		71,578
Accrued transfer agent fees (Note 3)		69,581
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		4,149,180
Payable for fund shares repurchased		860,380
Other payables and accrued expenses		142,831


TOTAL LIABILITIES		6,570,581


TOTAL NET ASSETS	$	1,551,445,276


NET ASSETS CONSIST OF:

Capital stock	$	1,073,148
Additional paid-in-capital		1,257,538,566
Undistributed net investment income		5,234,197
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		96,654,646
Net unrealized appreciation on investments, (net of foreign capital gains tax of $280), foreign currency and translation of other assets and liabilities		190,944,719


TOTAL NET ASSETS	$	1,551,445,276

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

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

October 31, 2013


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($820,370,030/45,320,018 shares)	$	18.10


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($547,521,958/47,191,004 shares)	$	11.60


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($124,853,612/10,227,268 shares)	$	12.21


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($58,699,676/4,576,481 shares)	$	12.83

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

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

For the Year Ended October 31, 2013


INVESTMENT INCOME:

Interest	$	16,914,874
Dividends (net of foreign taxes withheld, $463,243)		12,902,685


Total Investment Income		29,817,559


EXPENSES:

Management fees (Note 3)		10,714,424
Shareholder services fees (Class S) (Note 3)		1,975,926
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		1,030,477
Fund accounting and administration fees (Note 3)		260,290
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		243,031
Transfer agent fees (Note 3)		192,700
Directors’ fees (Note 3)		32,893
Chief Compliance Officer service fees (Note 3)		2,369
Custodian fees		135,520
Miscellaneous		294,348


Total Expenses		14,881,978


NET INVESTMENT INCOME		14,935,581


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

Net realized gain (loss) on-
Investments		98,342,072
Foreign currency and translation of other assets and liabilities		(246,739	)


		98,095,333


Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $280)		117,865,017
Foreign currency and translation of other assets and liabilities		6,644


		117,871,661


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		215,966,994


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	230,902,575

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

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


	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	14,935,581		$	15,259,897
Net realized gain (loss) on investments and foreign currency		98,095,333			49,551,577
Net change in unrealized appreciation (depreciation) on investments and foreign currency		117,871,661			36,288,004


Net increase from operations		230,902,575			101,099,478


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(6,514,289	)		(9,026,428	)
From net investment income (Class I)		(7,101,607	)		(7,861,255	)
From net investment income (Class C)		(592,034	)		(859,372	)
From net investment income (Class R)		(435,307	)		(399,233	)
From net realized gain on investments (Class S)		(24,653,573	)		(21,181,721	)
From net realized gain on investments (Class I)		(18,872,811	)		(14,551,102	)
From net realized gain on investments (Class C)		(3,954,106	)		(2,996,587	)
From net realized gain on investments (Class R)		(1,729,274	)		(855,544	)


Total distributions to shareholders		(63,853,001	)		(57,731,242	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		38,586,025			187,555,878


Net increase in net assets		205,635,599			230,924,114

NET ASSETS:

Beginning of year		1,345,809,677			1,114,885,563


End of year (including undistributed net investment income of $5,234,197 and $5,091,239, respectively)	$	1,551,445,276		$	1,345,809,677

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

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


	FOR THE YEARS ENDED
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	16.01		$	15.46		$	15.16		$	13.32		$	11.75

Income (loss) from investment operations:
Net investment income¹		0.17			0.19			0.23			0.22			0.17
Net realized and unrealized gain (loss) on investments		2.56			1.01			0.26			1.78			1.60


Total from investment operations		2.73			1.20			0.49			2.00			1.77


Less distributions to shareholders:
From net investment income		(0.14	)		(0.19	)		(0.19	)		(0.16	)		(0.20	)
From net realized gain on investments		(0.50	)		(0.46	)		—			—			—


Total distributions to shareholders		(0.64	)		(0.65	)		(0.19	)		(0.16	)		(0.20	)


Net asset value - End of year	$	18.10		$	16.01		$	15.46		$	15.16		$	13.32


Net assets - End of year (000’s omitted)	$	820,370		$	792,804		$	716,536		$	676,524		$	511,700


Total return²		17.56	%		8.26	%		3.26	%		15.17	%		15.47	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.06	%		1.07	%		1.08	%		1.07	%		1.10	%
Net investment income		1.03	%		1.20	%		1.49	%		1.52	%		1.48	%
Series portfolio turnover		64	%		58	%		65	%		62	%		62	%

^*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 amounts:

		N/A			N/A			N/A			0.00	%³		0.01	%

¹Calculated based on average shares outstanding during the year.

³Less than 0.01%.

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

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


	FOR THE YEARS ENDED
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.50		$	10.38		$	10.26		$	9.08		$	8.10

Income (loss) from investment operations:
Net investment income¹		0.14			0.15			0.18			0.17			0.13
Net realized and unrealized gain (loss) on investments		1.64			0.66			0.17			1.22			1.10


Total from investment operations		1.78			0.81			0.35			1.39			1.23


Less distributions to shareholders:
From net investment income		(0.18	)		(0.23	)		(0.23	)		(0.21	)		(0.25	)
From net realized gain on investments		(0.50	)		(0.46	)		—			—			—


Total distributions to shareholders		(0.68	)		(0.69	)		(0.23	)		(0.21	)		(0.25	)


Net asset value - End of year	$	11.60		$	10.50		$	10.38		$	10.26		$	9.08


Net assets - End of year (000’s omitted)	$	547,522		$	429,157		$	321,632		$	278,210		$	98,015


Total return²		17.80	%		8.60	%		3.43	%		15.39	%		15.82	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.81	%		0.82	%		0.83	%		0.83	%		0.85	%
Net investment income		1.27	%		1.45	%		1.74	%		1.76	%		1.59	%
Series portfolio turnover		64	%		58	%		65	%		62	%		62	%

^* 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 amounts:

		N/A			N/A			N/A			0.00	%³		0.00	%³

¹Calculated based on average shares outstanding during the year.

³Less than 0.01%.

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

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


	FOR THE YEARS ENDED									FOR THE PERIOD
	10/31/13			10/31/12			10/31/11			1/4/10¹TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.02		$	10.86		$	10.74		$	10.00

Income from investment operations:
Net investment income²		0.03			0.05			0.08			0.06
Net realized and unrealized gain on investments		1.73			0.70			0.19			0.73


Total from investment operations		1.76			0.75			0.27			0.79


Less distributions to shareholders:
From net investment income		(0.07	)		(0.13	)		(0.15	)		(0.05	)
From net realized gain on investments		(0.50	)		(0.46	)		—			—


Total distributions to shareholders		(0.57	)		(0.59	)		(0.15	)		(0.05	)


Net asset value - End of period	$	12.21		$	11.02		$	10.86		$	10.74


Net assets - End of period (000’s omitted)	$	124,854		$	85,588		$	68,436		$	29,468


Total return³		16.65	%		7.51	%		2.49	%		7.97	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.81	%		1.82	%		1.83	%		1.83	%⁴
Net investment income		0.27	%		0.44	%		0.71	%		0.75	%⁴
Series portfolio turnover		64	%		58	%		65	%		62	%

* 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 amounts:

		N/A			N/A			N/A			0.00	%^4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

⁴Annualized.

⁵Less than 0.01%.

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

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


	FOR THE YEARS ENDED									FOR THE PERIOD
	10/31/13			10/31/12			10/31/11			6/30/10¹TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.54		$	11.36		$	11.22		$	10.00

Income from investment operations:
Net investment income²		0.09			0.10			0.11			0.02
Net realized and unrealized gain on investments		1.82			0.74			0.23			1.20


Total from investment operations		1.91			0.84			0.34			1.22


Less distributions to shareholders:
From net investment income		(0.12	)		(0.20	)		(0.20	)		—
From net realized gain on investments		(0.50	)		(0.46	)		—			—


Total distributions to shareholders		(0.62	)		(0.66	)		(0.20	)		—


Net asset value - End of period	$	12.83		$	11.54		$	11.36		$	11.22


Net assets - End of period (000’s omitted)	$	58,700		$	38,261		$	8,281		$	112


Total return³		17.28	%		8.03	%		3.04	%		12.20	%
Ratios (to average net assets)/ Supplemental Data:
Expenses		1.31	%		1.33	%		1.33	%		1.33	%⁴
Net investment income		0.77	%		0.90	%		0.97	%		0.43	%⁴
Series portfolio turnover		64	%		58	%		65	%		62	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

⁴Annualized.

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

Performance Update - Pro-Blend^® Maximum Term Series

(unaudited)


	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2013
	ONE YEAR¹	FIVE YEAR	TEN YEAR	SINCE INCEPTION²
Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S³	26.13%	13.80%	8.49%	9.50%
Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class I^3,4	26.35%	14.07%	8.63%	9.58%
Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class C^3,5	25.17%	12.95%	7.71%	8.75%
Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class R^3,5	25.81%	13.54%	8.26%	9.30%
Russell 3000^® Index⁶	28.99%	15.94%	7.92%	8.52%
65/20/15 Blended Index⁷	22.39%	14.01%	7.80%	7.88%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S for the ten years ended October 31, 2013 to the Russell 3000^® Index and the 65/20/15 Blended Index.

LOGO

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2013, this net expense ratio was 1.07% for Class S, 0.82% for Class I, 1.82% for Class C and 1.32% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.07% for Class S, 0.82% for Class I, 1.82% for Class C and 1.32% for Class R for the year ended October 31, 2013.

⁵For periods through the inception of Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S adjusted for expense differences.

Performance Update - Pro-Blend^® Maximum Term Series

(unaudited)

⁷The 65/20/15 Blended Index is 65% Russell 3000^® Index (Russell 3000), 20% MSCI ACWI ex USA Index (ACWIxUS), and 15% Barclays U.S. Aggregate Bond Index (BAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends, thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value-weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative indices.

Shareholder Expense Example - Pro-Blend^® Maximum Term Series

(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 (May 1, 2013 to October 31, 2013).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 5/1/13	ENDING ACCOUNT VALUE 10/31/13	EXPENSES PAID DURING PERIOD 5/1/13-10/31/13*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,103.00	$5.67	1.07%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.81	$5.45	1.07%
Class I
Actual	$1,000.00	$1,103.50	$4.35	0.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.07	$4.18	0.82%
Class C
Actual	$1,000.00	$1,098.30	$9.63	1.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.03	$9.25	1.82%
Class R
Actual	$1,000.00	$1,101.10	$6.94	1.31%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.60	$6.67	1.31%

Portfolio Composition - Pro-Blend^® Maximum Term Series

As of October 31, 2013 (unaudited)

LOGO


Sector Allocation²
Information Technology	21.3	%
Consumer Discretionary	17.5	%
Energy	14.5	%
Consumer Staples	13.0	%
Health Care	11.4	%
Industrials	9.0	%
Financials	7.6	%
Materials	4.6	%
Telecommunication Services	1.1	%
Utilities	0.0	%³

²Including common stocks and corporate bonds, as a percentage of total investments.

³Less than 0.01%.


Top Ten Stock Holdings⁴
EMC Corp.	2.7	%
Hess Corp.	2.3	%
DIRECTV	2.1	%
Alcoa, Inc.	1.9	%
Cameron International Corp.	1.7	%
Nestle S.A. (Switzerland)	1.7	%
Baker Hughes, Inc.	1.6	%
Juniper Networks, Inc.	1.6	%
Schlumberger Ltd.	1.6	%
Unilever plc - ADR (United Kingdom)	1.6	%

⁴As a percentage of total investments.

Investment Portfolio - October 31, 2013


PRO-BLEND^® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 82.9%

Consumer Discretionary - 14.5%
Auto Components - 0.2%
BorgWarner, Inc.		1,110	$	114,474
F.C.C. Co. Ltd. (Japan)¹		7,700		175,906
Hankook Tire Co. Ltd. (South Korea)¹		12,429		729,140
Mando Corp. (South Korea)¹		1,400		188,738
Musashi Seimitsu Industry Co. Ltd. (Japan)¹		8,100		191,138
Nissin Kogyo Co. Ltd. (Japan)¹		11,000		205,763

				1,605,159

Automobiles - 0.1%
Hyundai Motor Co. (South Korea)¹		1,000		238,244
Tesla Motors, Inc.*		3,060		489,416
Toyota Motor Corp. (Japan)¹		4,300		278,804

				1,006,464

Diversified Consumer Services - 0.0%^#
Anhanguera Educacional Participacoes S.A. (Brazil)		72,360		432,829

Hotels, Restaurants & Leisure - 2.5%
Accor S.A. (France)¹		129,990		5,810,049
Arcos Dorados Holdings, Inc., Class A (Argentina)		9,440		113,658
BJ’s Restaurants, Inc.*		196,350		5,313,231
Hyatt Hotels Corp. - Class A*		4,050		192,780
InterContinental Hotels Group plc (United Kingdom)¹		8,698		253,433
Orient-Express Hotels Ltd. - ADR - Class A*		32,020		426,186
Yum! Brands, Inc.		196,830		13,309,645

				25,418,982

Household Durables - 0.1%
DR Horton, Inc.		11,590		219,631
Lennar Corp. - Class A		8,080		287,244
LG Electronics, Inc. (South Korea)¹		4,820		308,750
NVR, Inc.*		140		128,425
Rodobens Negocios Imobiliarios S.A. (Brazil)		43,750		265,601
Toll Brothers, Inc.*		7,130		234,434

				1,444,085

Internet & Catalog Retail - 1.0%
Amazon.com, Inc.*		14,520		5,285,716
HomeAway, Inc.*		127,790		3,788,974
Ocado Group plc (United Kingdom)*¹		58,730		408,691
Shutterfly, Inc.*		9,190		451,597

				9,934,978

Leisure Equipment & Products - 0.0%^#
Nikon Corp. (Japan)¹		9,900		183,014

Media - 8.8%
British Sky Broadcasting Group plc (United Kingdom)¹		27,060		406,579
DIRECTV*		341,000		21,309,090
Imax Corp. (Canada)*		20,690		603,113
LIN Media LLC - Class A*		90,050		2,212,529
Mediaset Espana Comunicacion S.A. (Spain)*¹		28,270		345,017
Nexstar Broadcasting Group, Inc. - Class A		42,200		1,873,258
ProSiebenSat.1 Media AG (Germany)¹		1,590		75,592
Reed Elsevier plc - ADR (United Kingdom)		5,125		287,923
Sinclair Broadcast Group, Inc. - Class A		109,380		3,506,723
Societe Television Francaise 1 (France)¹		22,210		427,942
Starz - Class A*		355,270		10,711,391
Time Warner, Inc.		195,630		13,447,606
Tribune Co.*		52,770		3,532,951
Twenty-First Century Fox, Inc.		409,390		13,952,011
Valassis Communications, Inc.		19,650		537,624
Viacom, Inc. - Class B		101,560		8,458,932
The Walt Disney Co.		94,770		6,500,274
ZON OPTIMUS SGPS S.A. (Portugal)¹		155,650		1,067,636

				89,256,191

Multiline Retail - 0.0%^#
Marks & Spencer Group plc (United Kingdom)¹		18,610		150,075

Specialty Retail - 0.9%
Aeropostale, Inc.*		21,630		200,943
American Eagle Outfitters, Inc.		10,370		160,631
Belle International Holdings Ltd. (Hong Kong)¹		291,900		411,586
Chico’s FAS, Inc.		9,390		161,039
China ZhengTong Auto Services Holdings Ltd. (China)*¹		157,000		109,323
Dick’s Sporting Goods, Inc.		121,330		6,455,969
Group 1 Automotive, Inc.		2,890		184,960
Hennes & Mauritz AB - Class B (Sweden)¹		6,720		290,384
Komeri Co. Ltd. (Japan)¹		8,100		197,810
Penske Automotive Group, Inc.		5,850		231,777
Rent-A-Center, Inc.		8,660		296,518
Sonic Automotive, Inc. - Class A		9,350		208,318

				8,909,258

Textiles, Apparel & Luxury Goods - 0.9%
Adidas AG (Germany)¹		4,050		461,482
Daphne International Holdings Ltd. (China)¹		252,000		131,379

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Textiles, Apparel & Luxury Goods (continued)
Hugo Boss AG (Germany)¹		2,140	$	278,772
Kering (France)¹		1,965		445,331
Lululemon Athletica, Inc. (Canada)*		120,020		8,287,381

				9,604,345

Total Consumer Discretionary				147,945,380


Consumer Staples - 11.0%
Beverages - 4.5%
Anheuser-Busch InBev N.V. (Belgium)¹		137,690		14,273,510
C&C Group plc (Ireland)¹		73,470		430,119
Carlsberg A/S - Class B (Denmark)¹		4,950		494,436
Cia Cervecerias Unidas S.A. - ADR (Chile)		8,575		228,867
Cia de Bebidas das Americas (AmBev) - ADR (Brazil)		359,490		13,373,028
The Coca-Cola Co.		372,220		14,728,745
Diageo plc (United Kingdom)¹		24,560		782,917
Kirin Holdings Co. Ltd. (Japan)¹		26,100		381,464
SABMiller plc (United Kingdom)¹		3,690		192,401
Tsingtao Brewery Co. Ltd. - Class H (China)¹		70,000		573,262

				45,458,749

Food & Staples Retailing - 0.3%
Carrefour S.A. (France)¹		25,708		938,411
Casino Guichard-Perrachon S.A. (France)¹		2,880		323,727
Distribuidora Internacional de Alimentacion S.A. (Spain)¹		62,700		571,637
Raia Drogasil S.A. (Brazil)		14,500		106,022
Tesco plc (United Kingdom)¹		196,090		1,143,829
Whole Foods Market, Inc.		4,060		256,308

				3,339,934

Food Products - 5.2%
Annie’s, Inc.*		1,280		60,480
Barry Callebaut AG (Switzerland)¹		390		407,472
Charoen Pokphand Foods PCL (Thailand)¹		507,010		395,640
Danone (France)¹		88,110		6,525,822
Glanbia plc (Ireland)¹		7,690		107,753
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		128,690		433,002
Ingredion, Inc.		68,840		4,526,918
Kraft Foods Group, Inc.		137,890		7,498,458
M Dias Branco S.A. (Brazil)		4,800		225,130
Nestle S.A. (Switzerland)¹		234,780		16,947,350
Unilever plc - ADR (United Kingdom)		391,440		15,888,550

				53,016,575

Household Products - 0.0%^#
Reckitt Benckiser Group plc (United Kingdom)¹		7,200		559,870

Personal Products - 0.0%^#
Kao Corp. (Japan)¹		8,900		296,402
Natura Cosmeticos S.A. (Brazil)		7,570		151,386

				447,788

Tobacco - 1.0%
Gudang Garam Tbk PT (Indonesia)¹		34,500		112,798
Imperial Tobacco Group plc (United Kingdom)¹		250,610		9,356,336
Swedish Match AB (Sweden)¹		11,100		365,999

				9,835,133

Total Consumer Staples				112,658,049


Energy - 12.7%
Energy Equipment & Services - 6.1%
Anton Oilfield Services Group (China)¹		66,000		41,745
Baker Hughes, Inc.		290,690		16,886,182
Calfrac Well Services Ltd. (Canada)		17,180		535,510
Cameron International Corp.*		310,780		17,049,391
CARBO Ceramics, Inc.		4,030		505,120
CGG (France)*¹		9,572		210,393
Core Laboratories N.V. - ADR		640		119,821
Fugro N.V. (Netherlands)¹		1,600		100,033
Gulfmark Offshore, Inc. - Class A		2,450		121,961
ION Geophysical Corp.*		30,400		141,056
Key Energy Services, Inc.*		11,080		86,646
National Oilwell Varco, Inc.		1,150		93,357
Petroleum Geo-Services ASA (Norway)¹		14,000		169,793
Prosafe SE (Norway)¹		9,440		80,910
Schlumberger Ltd.		172,730		16,188,256
SPT Energy Group, Inc. (China)¹		92,000		50,638
Trican Well Service Ltd. (Canada)		44,200		621,043
Weatherford International Ltd. - ADR*		592,430		9,739,549

				62,741,404

Oil, Gas & Consumable Fuels - 6.6%
Apache Corp.		97,060		8,618,928
Cameco Corp. (Canada)		16,960		322,240
Cloud Peak Energy, Inc.*		53,850		840,599
Encana Corp. (Canada)		278,150		4,984,448
EOG Resources, Inc.		49,100		8,759,440
Hess Corp.		284,580		23,107,896
Koninklijke Vopak N.V. (Netherlands)¹		3,260		200,502
Pacific Rubiales Energy Corp. (Colombia)		11,440		236,667
Peabody Energy Corp.		473,920		9,231,962

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Petroleo Brasileiro S.A. - ADR (Brazil)		219,540	$	3,986,846
Range Resources Corp.		69,880		5,290,615
Royal Dutch Shell plc - Class B (Netherlands)¹		7,474		258,752
Royal Dutch Shell plc - Class B - ADR (Netherlands)		7,420		515,838
Statoil ASA (Norway)¹		11,920		282,042
Talisman Energy, Inc. (Canada)		40,030		499,103
Whitehaven Coal Ltd. (Australia)*¹		32,000		49,017

				67,184,895

Total Energy				129,926,299


Financials - 4.5%
Capital Markets - 0.0%^#
Daiwa Securities Group, Inc. (Japan)¹		38,000		347,084

Commercial Banks - 0.2%
Hong Leong Financial Group Berhad (Malaysia)¹		105,620		506,244
HSBC Holdings plc (United Kingdom)¹		32,180		352,739
ICICI Bank Ltd. - ADR (India)		6,670		248,924
Shinhan Financial Group Co. Ltd. (South Korea)¹		7,820		340,980
Sumitomo Mitsui Trust Holdings, Inc. (Japan)¹		92,000		454,396

				1,903,283

Diversified Financial Services - 1.5%
JSE Ltd. (South Africa)¹		101,490		887,643
MarketAxess Holdings, Inc.		4,610		300,710
McGraw-Hill Financial, Inc.		91,760		6,393,837
MSCI, Inc.*		174,740		7,124,150

				14,706,340

Insurance - 0.5%
Admiral Group plc (United Kingdom)¹		8,330		170,552
Allianz SE (Germany)¹		7,740		1,299,570
AXA S.A. (France)¹		9,215		229,597
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		118,400		1,078,189
First American Financial Corp.		10,520		272,047
Mapfre S.A. (Spain)¹		226,030		907,670
Muenchener Rueckversicherungs AG (MunichRe) (Germany)¹		3,663		764,223
Zurich Insurance Group AG (Switzerland)¹		1,410		389,616

				5,111,464

Real Estate Investment Trusts (REITS) - 1.7%
Agree Realty Corp.		7,700		243,089
Alexandria Real Estate Equities, Inc.		3,800		249,964
Alstria Office REIT AG (Germany)¹		41,540		526,674
American Assets Trust, Inc.		3,990		132,827
American Campus Communities, Inc.		10,740		371,174
Apartment Investment & Management Co. - Class A		14,700		411,306
Associated Estates Realty Corp.		15,610		239,457
AvalonBay Communities, Inc.		1,710		213,835
BioMed Realty Trust, Inc.		34,100		679,272
Boston Properties, Inc.		3,220		333,270
Camden Property Trust		3,500		224,700
Cedar Realty Trust, Inc.		55,770		318,447
Coresite Realty Corp.		10,870		352,623
Corporate Office Properties Trust		20,750		510,450
CubeSmart		12,470		227,827
Digital Realty Trust, Inc.		39,050		1,861,123
DuPont Fabros Technology, Inc.		113,520		2,820,972
Education Realty Trust, Inc.		18,150		165,891
Equity Lifestyle Properties, Inc.		7,640		290,244
Equity Residential		3,720		194,779
General Growth Properties, Inc.		20,450		434,154
HCP, Inc.		7,450		309,175
Health Care REIT, Inc.		6,930		449,411
Healthcare Realty Trust, Inc.		8,340		200,243
Healthcare Trust of America, Inc.*		19,330		224,615
Home Properties, Inc.		7,540		454,737
Host Hotels & Resorts, Inc.		19,393		359,740
Kimco Realty Corp.		14,610		313,823
Land Securities Group plc (United Kingdom)¹		5,820		92,260
Mack-Cali Realty Corp.		11,140		229,038
Mid-America Apartment Communities, Inc.		5,100		338,640
National Retail Properties, Inc.		6,090		209,496
Pebblebrook Hotel Trust		26,950		813,890
Plum Creek Timber Co., Inc.		2,040		92,616
Potlatch Corp.		2,220		90,643
Public Storage		950		158,621
Rayonier, Inc.		1,670		78,523
Realty Income Corp.		3,130		130,365
Simon Property Group, Inc.		3,890		601,199
Sovran Self Storage, Inc.		6,630		507,129
UDR, Inc.		14,710		364,955
Unibail-Rodamco SE (France)¹		440		114,959
Vornado Realty Trust		650		57,889
Weyerhaeuser Co.		3,500		106,400

				17,100,445

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Management & Development - 0.6%
General Shopping Brasil S.A. (Brazil)*		77,220	$	330,913
Realogy Holdings Corp.*		144,850		5,959,129

				6,290,042

Thrifts & Mortgage Finance - 0.0%^#
Aareal Bank AG (Germany)*¹		9,707		372,295
Groupe Fnac S.A. (France)*¹		246		6,870

				379,165

Total Financials				45,837,823


Health Care - 9.6%
Biotechnology - 0.4%
Green Cross Corp. (South Korea)¹		18,769		2,317,150
Incyte Corp. Ltd.*		16,650		649,350
Seattle Genetics, Inc.*		23,780		918,621

				3,885,121

Health Care Equipment & Supplies - 4.3%
Alere, Inc.*		354,090		11,943,456
Becton, Dickinson and Co.		96,615		10,157,135
BioMerieux (France)¹		9,870		991,141
Carl Zeiss Meditec AG (Germany)¹		10,360		327,250
GN Store Nord A/S (Denmark)¹		27,690		631,686
HeartWare International, Inc.*		16,590		1,203,770
Mindray Medical International Ltd. - ADR (China)		29,100		1,094,451
Neogen Corp.*		10,515		486,003
Quidel Corp.*		38,820		958,854
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)¹		1,125,800		1,057,116
Sirona Dental Systems, Inc.*		16,780		1,212,355
Sonova Holding AG (Switzerland)¹		7,900		1,028,115
Straumann Holding AG (Switzerland)¹		1,250		248,451
Teleflex, Inc.		41,940		3,866,029
Thoratec Corp.*		45,800		1,978,102
Volcano Corp.*		366,190		7,019,862

				44,203,776

Health Care Providers & Services - 0.3%
Diagnosticos da America S.A. (Brazil)		147,980		759,651
Fresenius Medical Care AG & Co. KGaA (Germany)¹		2,690		177,773
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		9,300		306,156
Life Healthcare Group Holdings Ltd. (South Africa)¹		243,840		994,575
Odontoprev S.A. (Brazil)		32,770		135,457
Qualicorp S.A. (Brazil)*		85,980		805,223
Sonic Healthcare Ltd. (Australia)¹		7,560		115,405

				3,294,240

Health Care Technology - 1.4%
Cerner Corp.*		252,430		14,143,653

Life Sciences Tools & Services - 1.2%
Gerresheimer AG (Germany)¹		2,810		185,879
Lonza Group AG (Switzerland)¹		17,940		1,601,377
QIAGEN N.V. (Netherlands)*¹		9,840		225,838
QIAGEN N.V. - ADR (Netherlands)*		442,670		10,252,237

				12,265,331

Pharmaceuticals - 2.0%
AstraZeneca plc (United Kingdom)¹		2,175		115,146
AstraZeneca plc - ADR (United Kingdom)		12,710		671,851
Bayer AG (Germany)¹		11,706		1,452,162
GlaxoSmithKline plc (United Kingdom)¹		14,755		388,980
Johnson & Johnson		156,240		14,469,386
Novo Nordisk A/S - Class B (Denmark)¹		6,500		1,082,592
Shire plc (Ireland)¹		16,590		735,613
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		6,650		246,649
UCB S.A. (Belgium)¹		10,000		656,421

				19,818,800

Total Health Care				97,610,921


Industrials - 7.5%
Air Freight & Logistics - 1.0%
C.H. Robinson Worldwide, Inc.		178,110		10,640,291

Airlines - 1.0%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)*		213,720		1,104,932
Latam Airlines Group S.A. - ADR (Chile)		11,770		194,793
Spirit Airlines, Inc.*		200,750		8,662,363

				9,962,088

Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)¹		13,860		357,400
Interface, Inc.		5,060		102,465
Tomra Systems ASA (Norway)¹		47,870		440,259

				900,124

Electrical Equipment - 0.2%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		13,740		349,958
Alstom S.A. (France)¹		14,500		538,255

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Electrical Equipment (continued)
Nexans S.A. (France)¹		2,926	$	130,094
Polypore International, Inc.*		5,590		252,668
Schneider Electric S.A. (France)¹		5,000		420,740

				1,691,715

Industrial Conglomerates - 1.1%
General Electric Co.		390,380		10,204,533
Siemens AG (Germany)¹		10,500		1,341,824

				11,546,357

Machinery - 2.9%
AGCO Corp.		4,010		234,104
Andritz AG (Austria)¹		5,600		344,860
Briggs & Stratton Corp.		11,250		206,325
Caterpillar, Inc.		89,090		7,426,542
Deere & Co.		2,000		163,680
FANUC Corp. (Japan)¹		6,600		1,058,691
Joy Global, Inc.		141,780		8,046,015
Kennametal, Inc.		5,050		232,300
KUKA AG (Germany)¹		2,580		117,421
Pentair Ltd. - ADR		5,510		369,666
Titan International, Inc.		10,040		145,580
Trinity Industries, Inc.		5,500		278,465
Westport Innovations, Inc. - ADR (Canada)*		72,180		1,691,177
Xylem, Inc.		263,150		9,078,675

				29,393,501

Marine - 0.1%
Baltic Trading Ltd.		40,470		181,306
D/S Norden A/S (Denmark)¹		8,020		352,751
Diana Shipping, Inc. - ADR (Greece)*		4,140		46,948
Nippon Yusen Kabushiki Kaisha (Japan)¹		13,000		39,721
Pacific Basin Shipping Ltd. (Hong Kong)¹		36,000		25,762
Precious Shipping PCL (Thailand)¹		153,100		94,452
Sinotrans Shipping Ltd. (China)¹		934,400		307,310

				1,048,250

Professional Services - 0.1%
ALS Ltd. (Australia)¹		17,500		165,546
Experian plc (United Kingdom)¹		22,420		456,444

				621,990

Trading Companies & Distributors - 0.9%
Brenntag AG (Germany)¹		2,940		497,477
Fastenal Co.		173,260		8,628,348
Mills Estruturas e Servicos de Engenharia S.A. (Brazil)		23,400		324,855
MSC Industrial Direct Co., Inc. - Class A		960		73,315

				9,523,995

Transportation Infrastructure - 0.1%
Groupe Eurotunnel S.A. (France)¹		50,030		484,337
Malaysia Airports Holdings Berhad (Malaysia)¹		109,240		291,140

				775,477

Total Industrials				76,103,788


Information Technology - 18.3%
Communications Equipment - 4.9%
Alcatel-Lucent - ADR (France)*		304,760		1,167,231
F5 Networks, Inc.*		97,420		7,940,704
Juniper Networks, Inc.*		885,850		16,512,244
Palo Alto Networks, Inc.*		113,090		4,767,874
Polycom, Inc.*		97,060		1,009,424
Qualcomm, Inc.		215,810		14,992,321
Riverbed Technology, Inc.*		223,040		3,305,453

				49,695,251

Computers & Peripherals - 4.2%
Apple, Inc.		29,030		15,163,821
EMC Corp.		1,155,970		27,824,198
Fusion-io, Inc.*		4,820		51,815
Stratasys Ltd.*		1,140		129,082

				43,168,916

Electronic Equipment, Instruments & Components - 0.3%
Hitachi Ltd. (Japan)¹		215,000		1,503,948
Keyence Corp. (Japan)¹		1,146		491,164
Rofin-Sinar Technologies, Inc.*		25,390		666,487

				2,661,599

Internet Software & Services - 3.7%
eBay, Inc.*		188,980		9,961,136
Facebook, Inc. - Class A*		133,710		6,720,265
Google, Inc. - Class A*		12,720		13,108,978
LinkedIn Corp. - Class A*		20,770		4,645,626
LogMeIn, Inc.*		39,940		1,290,062
NetEase, Inc. - ADR (China)		2,650		178,901
SciQuest, Inc.*		40,800		891,072
Tencent Holdings Ltd. (China)¹		25,000		1,363,261

				38,159,301

IT Services - 1.1%
Amdocs Ltd. - ADR		183,820		7,067,879

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
IT Services (continued)
InterXion Holding N.V. - ADR (Netherlands)*		5,420	$	121,733
VeriFone Systems, Inc.*		188,600		4,273,676

				11,463,288

Office Electronics - 0.0%^#
Canon, Inc. (Japan)¹		4,500		142,005

Semiconductors & Semiconductor Equipment - 0.9%
Samsung Electronics Co. Ltd. (South Korea)¹		660		910,179
Skyworks Solutions, Inc.*		286,390		7,383,134
Tokyo Electron Ltd. (Japan)¹		9,300		510,316

				8,803,629

Software - 3.2%
Aspen Technology, Inc.*		1,510		57,727
Aveva Group plc (United Kingdom)¹		7,831		324,475
Electronic Arts, Inc.*		529,560		13,900,950
Fortinet, Inc.*		483,710		9,727,408
MICROS Systems, Inc.*		99,427		5,393,915
Qualys, Inc.*		11,684		243,027
RealPage, Inc.*		46,670		1,144,815
SAP AG (Germany)¹		13,420		1,050,149
Temenos Group AG (Switzerland)¹		14,500		369,480
Totvs S.A. (Brazil)		3,600		61,034

				32,272,980

Total Information Technology				186,366,969


Materials - 4.1%
Chemicals - 2.1%
BASF SE (Germany)¹		4,330		449,519
Chr. Hansen Holding A/S (Denmark)¹		5,800		214,910
Linde AG (Germany)¹		5,330		1,011,775
Monsanto Co.		122,520		12,849,898
Syngenta AG (Switzerland)¹		14,450		5,832,261
Tronox Ltd. - Class A		9,770		225,589
Umicore S.A. (Belgium)¹		7,050		335,715
Yingde Gases Group Co., Ltd. (China)¹		169,000		173,495

				21,093,162

Construction Materials - 0.0%^#
CRH plc (Ireland)¹		9,580		233,618
Holcim Ltd. (Switzerland)¹		2,710		201,568

				435,186

Metals & Mining - 2.0%
Alcoa, Inc.		2,053,450		19,035,482
Alumina Ltd. (Australia)*¹		217,340		211,314
Impala Platinum Holdings Ltd. (South Africa)¹		17,990		218,519
Noranda Aluminum Holding Corp.		73,150		198,968
Norsk Hydro ASA (Norway)¹		34,950		155,974
ThyssenKrupp AG (Germany)*¹		3,430		87,511

				19,907,768

Total Materials				41,436,116


Telecommunication Services - 0.7%
Diversified Telecommunication Services - 0.7%
Telefonica S.A. - ADR (Spain)*		39,010		681,505
Telenor ASA (Norway)¹		214,900		5,163,536
Telenor ASA - ADR (Norway)²		9,830		709,824
Vivendi S.A. (France)¹		9,160		231,930
Ziggo N.V. (Netherlands)¹		1,810		77,594

				6,864,389

Wireless Telecommunication Services - 0.0%^#
America Movil SAB de C.V. - Class L - ADR (Mexico)		15,850		339,349
MTN Group Ltd. (South Africa)¹		7,410		147,290

				486,639

Total Telecommunication Services				7,351,028


Utilities - 0.0%^#
Independent Power Producers & Energy Traders - 0.0%^#
Dynegy, Inc.*		19,750		383,743


TOTAL COMMON STOCKS (Identified Cost $701,272,570)				845,620,116


	PRINCIPAL AMOUNT³		VALUE (NOTE 2)

CORPORATE BONDS - 4.9%

Non-Convertible Corporate Bonds - 4.9%
Consumer Discretionary - 0.8%
Media - 0.4%
NBCUniversal Media LLC, 2.875%, 4/1/2016		3,955,000		4,148,554

Specialty Retail - 0.4%
Lowe’s Companies, Inc., 1.625%, 4/15/2017		4,080,000		4,112,628

Total Consumer Discretionary				8,261,182


Consumer Staples - 0.4%
Beverages - 0.4%
PepsiCo, Inc., 1.25%, 8/13/2017		4,170,000		4,146,927

Financials - 2.2%
Capital Markets - 0.1%
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		410,000		461,108

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

Investment Portfolio - October 31, 2013


PRO-BLEND^® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT ³		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Morgan Stanley, 5.50%, 1/26/2020		405,000	$	457,097

				918,205

Commercial Banks - 0.7%
Bank of Nova Scotia (Canada)⁴, 1.65%, 10/29/2015		2,425,000		2,477,865
Barclays Bank plc (United Kingdom)⁴, 2.50%, 9/21/2015		2,425,000		2,507,331
BNP Paribas Home Loan Covered Bonds S.A. (France)⁴, 2.20%, 11/2/2015		2,425,000		2,491,445

				7,476,641

Diversified Financial Services - 1.0%
Citigroup, Inc., 8.50%, 5/22/2019		279,000		360,992
General Electric Capital Corp., 1.625%, 7/2/2015		4,115,000		4,181,256
General Electric Capital Corp., 5.50%, 1/8/2020		375,000		433,799
Jefferies Group LLC, 5.125%, 4/13/2018		850,000		915,207
Jefferies Group LLC, 8.50%, 7/15/2019		3,000,000		3,649,410
JPMorgan Chase & Co., 4.95%, 3/25/2020		385,000		428,974

				9,969,638

Insurance - 0.4%
American International Group, Inc., 5.45%, 5/18/2017		3,740,000		4,213,705

Total Financials				22,578,189


Health Care - 0.4%
Biotechnology - 0.4%
Amgen, Inc., 5.70%, 2/1/2019		3,510,000		4,056,124

Industrials - 0.4%
Aerospace & Defense - 0.4%
United Technologies Corp., 1.80%, 6/1/2017		4,040,000		4,118,667

Information Technology - 0.4%
Computers & Peripherals - 0.4%
Hewlett-Packard Co., 2.60%, 9/15/2017		4,170,000		4,240,519

Telecommunication Services - 0.3%
Diversified Telecommunication Services - 0.3%
Verizon Communications, Inc., 8.75%, 11/1/2018		1,936,000		2,495,905


TOTAL CORPORATE BONDS (Identified Cost $48,725,814)				49,897,513


U.S. GOVERNMENT AGENCIES - 8.8%

Other Agencies - 8.8%
Fannie Mae, 1.625%, 10/26/2015		37,914,000		38,856,997
Fannie Mae, 0.875%, 8/28/2017		51,000,000		50,655,546


TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $89,498,023)				89,512,543


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 3.8%

Dreyfus Cash Management, Inc. - Institutional Shares⁵, 0.04%, (Identified Cost $38,865,790)		38,865,790		38,865,790


TOTAL INVESTMENTS - 100.4% (Identified Cost $878,362,197)				1,023,895,962
LIABILITIES, LESS OTHER ASSETS - (0.4%)				(4,449,423	)

NET ASSETS - 100%			$	1,019,446,539

KEY:

ADR - American Depository Receipt

*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.

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

³Amount is stated in USD unless otherwise noted.

⁴Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $7,476,641 or 0.7%, of the Series’ net assets as of October 31, 2013 (see Note 2 to the financial statements).

⁵Rate shown is the current yield as of October 31, 2013.

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

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

October 31, 2013


ASSETS:

Investments, at value (identified cost $878,362,197) (Note 2)	$	1,023,895,962
Foreign currency (identified cost $2,328)		1,225
Receivable for securities sold		36,201,135
Receivable for fund shares sold		2,230,074
Interest receivable		544,742
Foreign tax reclaims receivable		360,726
Dividends receivable		335,699


TOTAL ASSETS		1,063,569,563


LIABILITIES:

Accrued management fees (Note 3)		638,159
Accrued shareholder services fees (Class S) (Note 3)		110,983
Accrued transfer agent fees (Note 3)		55,447
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		44,429
Accrued fund accounting and administration fees (Note 3)		34,675
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		42,380,559
Payable for fund shares repurchased		766,583
Other payables and accrued expenses		91,782


TOTAL LIABILITIES		44,123,024


TOTAL NET ASSETS	$	1,019,446,539


NET ASSETS CONSIST OF:

Capital stock	$	614,405
Additional paid-in-capital		762,362,920
Undistributed net investment income		989,950
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		109,935,338
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		145,543,926


TOTAL NET ASSETS	$	1,019,446,539

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

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

October 31, 2013



NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($530,509,861/25,254,220 shares)	$	21.01


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($418,785,324/31,363,505 shares)	$	13.35


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($36,988,964/2,668,152 shares)	$	13.86


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($33,162,390/2,154,649 shares)	$	15.39

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

100

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

For the Year Ended October 31, 2013


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $468,205)	$	11,336,287
Interest		2,093,209


Total Investment Income		13,429,496


EXPENSES:

Management fees (Note 3)		6,746,561
Shareholder services fees (Class S) (Note 3)		1,234,096
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		286,960
Transfer agent fees (Note 3)		172,337
Fund accounting and administration fees (Note 3)		147,281
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		122,321
Directors’ fees (Note 3)		20,784
Chief Compliance Officer service fees (Note 3)		2,369
Custodian fees		83,598
Miscellaneous		228,410


Total Expenses		9,044,717


NET INVESTMENT INCOME		4,384,779


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

Net realized gain (loss) on-
Investments		111,778,961
Foreign currency and translation of other assets and liabilities		(15,504	)


		111,763,457


Net change in unrealized appreciation (depreciation) on-
Investments		91,790,492
Foreign currency and translation of other assets and liabilities		7,720


		91,798,212


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		203,561,669


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	207,946,448

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

101

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


	FOR THE YEAR ENDED 10/31/13			FOR THE YEAR ENDED 10/31/12
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	4,384,779		$	3,164,278
Net realized gain (loss) on investments and foreign currency		111,763,457			35,034,888
Net change in unrealized appreciation (depreciation) on investments and foreign currency		91,798,212			33,538,255


Net increase from operations		207,946,448			71,737,421


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(1,021,448	)		(2,108,007	)
From net investment income (Class I)		(2,376,519	)		(2,634,625	)
From net investment income (Class C)		—			(15,318	)
From net investment income (Class R)		(34,515	)		(56,697	)
From net realized gain on investments (Class S)		(8,525,711	)		—
From net realized gain on investments (Class I)		(8,772,271	)		—
From net realized gain on investments (Class C)		(657,225	)		—
From net realized gain on investments (Class R)		(458,009	)		—


Total distributions to shareholders		(21,845,698	)		(4,814,647	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		4,537,730			17,554,083


Net increase in net assets		190,638,480			84,476,857

NET ASSETS:

Beginning of year		828,808,059			744,331,202


End of year (including undistributed net investment income of $989,950 and $367,069, respectively)	$	1,019,446,539		$	828,808,059

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

102

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


	FOR THE YEARS ENDED
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	17.00		$	15.66		$	15.59		$	13.35		$	11.50

Income (loss) from investment operations:
Net investment income¹		0.08			0.06			0.10			0.08			0.06
Net realized and unrealized gain (loss) on investments		4.29			1.35			0.05			2.21			1.90


Total from investment operations		4.37			1.41			0.15			2.29			1.96


Less distributions to shareholders:
From net investment income		(0.04	)		(0.07	)		(0.08	)		(0.05	)		(0.11	)
From net realized gain on investments		(0.32	)		—			—			—			—


Total distributions to shareholders		(0.36	)		(0.07	)		(0.08	)		(0.05	)		(0.11	)


Net asset value - End of year	$	21.01		$	17.00		$	15.66		$	15.59		$	13.35


Net assets - End of year (000’s omitted)	$	530,510		$	467,244		$	512,215		$	539,781		$	443,770


Total return²		26.13	%		9.04	%		0.94	%		17.17	%		17.34	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.07	%		1.09	%		1.09	%		1.10	%		1.10	%
Net investment income		0.43	%		0.36	%		0.59	%		0.54	%		0.55	%
Series portfolio turnover		67	%		64	%		65	%		68	%		67	%

^* 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 amounts:

		N/A			N/A			N/A			0.00	%³		0.03	%

¹Calculated based on average shares outstanding during the year.

³Less than 0.01%.

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

103

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


	FOR THE YEARS ENDED
	10/31/13			10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.95		$	10.12		$	10.12		$	8.70		$	7.57

Income (loss) from investment operations:
Net investment income¹		0.08			0.06			0.09			0.08			0.05
Net realized and unrealized gain (loss) on investments		2.72			0.88			0.03			1.43			1.24


Total from investment operations		2.80			0.94			0.12			1.51			1.29


Less distributions to shareholders:
From net investment income		(0.08	)		(0.11	)		(0.12	)		(0.09	)		(0.16	)
From net realized gain on investments		(0.32	)		—			—			—			—


Total distributions to shareholders		(0.40	)		(0.11	)		(0.12	)		(0.09	)		(0.16	)


Net asset value - End of year	$	13.35		$	10.95		$	10.12		$	10.12		$	8.70


Net assets - End of year (000’s omitted)	$	418,785		$	320,999		$	210,597		$	190,344		$	52,271


Total return²		26.35	%		9.42	%		1.14	%		17.47	%		17.58	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		0.82	%		0.84	%		0.84	%		0.85	%		0.85	%
Net investment income		0.66	%		0.57	%		0.83	%		0.81	%		0.68	%
Series portfolio turnover		67	%		64	%		65	%		68	%		67	%

^* 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 amounts:

		N/A			N/A			N/A			0.00	%³		0.02	%

¹Calculated based on average shares outstanding during the year.

³Less than 0.01%.

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

104

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


	FOR THE YEARS ENDED									FOR THE PERIOD 1/4/10¹TO 10/31/10
	10/31/13			10/31/12			10/31/11			FOR THE PERIOD 1/4/10¹TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.38		$	10.52		$	10.54		$	10.00

Income (loss) from investment operations:
Net investment loss²		(0.04	)		(0.04	)		(0.02	)		(0.01	)
Net realized and unrealized gain on investments		2.84			0.91			0.04			0.58


Total from investment operations		2.80			0.87			0.02			0.57


Less distributions to shareholders:
From net investment income		—			(0.01	)		(0.04	)		(0.03	)
From net realized gain on investments		(0.32	)		—			—			—


Total distributions to shareholders		(0.32	)		(0.01	)		(0.04	)		(0.03	)


Net asset value - End of period	$	13.86		$	11.38		$	10.52		$	10.54


Net assets - End of period (000’s omitted)	$	36,989		$	23,045		$	18,102		$	7,383


Total return³		25.17	%		8.27	%		0.15	%		5.68	%
Ratios (to average net assets)/
Supplemental Data:
Expenses^*		1.82	%		1.84	%		1.84	%		1.85	%⁴
Net investment loss		(0.35	%)		(0.40	%)		(0.15	%)		(0.13	%)⁴
Series portfolio turnover		67	%		64	%		65	%		68	%

^* 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 amounts:

		N/A			N/A			N/A			0.01	%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

⁴Annualized.

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

105

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


	FOR THE YEARS ENDED									FOR THE PERIOD 6/30/10¹TO 10/31/10
	10/31/13			10/31/12			10/31/11			FOR THE PERIOD 6/30/10¹TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.56		$	11.63		$	11.64		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.02			0.00	³		0.00	³		(0.01	)
Net realized and unrealized gain on investments		3.15			1.00			0.09			1.65


Total from investment operations		3.17			1.00			0.09			1.64


Less distributions to shareholders:
From net investment income		(0.02	)		(0.07	)		(0.10	)		—
From net realized gain on investments		(0.32	)		—			—			—


Total distributions to shareholders		(0.34	)		(0.07	)		(0.10	)		—


Net asset value - End of period	$	15.39		$	12.56		$	11.63		$	11.64


Net assets - End of period (000’s omitted)	$	33,162		$	17,520		$	3,418		$	31


Total return⁴		25.81	%		8.72	%		0.71	%		16.40	%
Ratios (to average net assets)/
Supplemental Data:
Expenses		1.32	%		1.34	%		1.34	%		1.35	%⁵
Net investment income (loss)		0.14	%		0.02	%		0.04	%		(0.38	%)⁵
Series portfolio turnover		67	%		64	%		65	%		68	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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 the periods. Periods less than one year are not annualized.

⁵Annualized.

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

106

Notes to Financial Statements

1.	Organization

Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

The Series are asset allocation funds. Each invests in a combination of stocks, bonds and cash and is managed according to specific objectives. The objectives are as follows: Pro-Blend^® Conservative Term Series - primary objective is preservation of capital; secondary objective is to provide income and long-term growth of capital. Pro-Blend^® Moderate Term Series - equal emphasis on long-term growth of capital and preservation of capital. Pro-Blend^® Extended Term Series - primary objective is long-term growth of capital; secondary objective is preservation of capital. Pro-Blend^® Maximum Term Series - primary objective is long-term growth of capital.

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of 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 October 31, 2013, 10.9 billion shares have been designated in total among 45 series, of which 162.5 million have been designated as Pro-Blend^® Conservative Term Series Class S common stock, 75 million have been designated as Pro-Blend^® Conservative Term Series Class I common stock, 125 million each have been designated as Class S common stock and Class I common stock for Pro-Blend^® Moderate Term Series, 125 million each have been designated as Class S common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, 200 million each have been designated as Class I common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, 25 million each have been designated as Class C common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series and 52.5 million each have been designated as Class R common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series.

2.	Significant Accounting Policies

Security Valuation

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 defaulted rates, coupon rates, anticipated timing of principal repayments, underlying collateral and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

107

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

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

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 instruments’ level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to their fair value measure. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of October 31, 2013 in valuing the Series’ assets or liabilities carried at fair value:


	PRO-BLEND^® CONSERVATIVE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	79,821,013	$	73,325,860	$	6,495,153	$	—
Consumer Staples		59,586,891		40,220,332		19,366,559		—
Energy		85,182,049		84,718,718		463,331		—
Financials		47,846,179		46,069,566		1,776,613		—
Health Care		62,943,662		61,811,354		1,132,308		—
Industrials		35,474,469		33,698,988		1,775,481		—
Information Technology		92,466,973		91,818,171		648,802		—
Materials		20,339,214		16,558,884		3,780,330		—
Telecommunication Services		2,807,253		255,421		2,551,832		—

108

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)


	PRO-BLEND^® CONSERVATIVE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Preferred securities:
Financials	$	5,446,657	$	5,446,657	$	—	$	—
Debt securities:
U.S. Treasury and other U.S. Government agencies		348,906,583		—		348,906,583		—
Corporate debt:
Consumer Discretionary		54,149,737		—		54,149,737		—
Consumer Staples		8,059,983		—		8,059,983		—
Energy		24,457,560		—		24,457,560		—
Financials		305,310,716		—		305,310,716		—
Health Care		12,438,065		—		12,438,065		—
Industrials		24,520,383		—		24,520,383		—
Information Technology		15,034,567		—		15,034,567		—
Materials		28,263,981		—		28,263,981		—
Telecommunication Services		13,554,219		—		13,554,219		—
Utilities		7,141,621		—		7,141,621		—
Convertible corporate debt:
Financials		492,769		—		492,769		—
Asset-backed securities		5,431,037		—		5,431,037		—
Commercial mortgage-backed securities		48,399,194		—		48,399,194		—
Foreign government bonds		41,059,047		—		41,059,047		—
Mutual funds		45,994,215		45,994,215		—		—

Total assets	$	1,475,128,037	$	499,918,166	$	975,209,871	$	—


	PRO-BLEND^® MODERATE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	151,140,179	$	134,105,516	$	17,034,663	$	—
Consumer Staples		71,389,784		22,768,792		48,620,992		—
Energy		122,033,734		120,444,462		1,589,272		—
Financials		61,996,508		53,723,637		8,272,871		—
Health Care		80,122,677		63,296,456		16,826,221		—
Industrials		54,336,699		45,188,376		9,148,323		—
Information Technology		167,496,608		160,006,118		7,490,490		—
Materials		40,450,383		30,478,194		9,972,189		—
Telecommunication Services		8,350,962		1,065,240		7,285,722		—
Utilities		485,361		485,361		—		—
Preferred securities:
Financials		7,037,501		7,037,501		—		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		265,764,535		—		265,764,535		—

109

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)


	PRO-BLEND^® MODERATE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Corporate debt:
Consumer Discretionary	$	40,659,233	$	—	$	40,659,233	$	—
Consumer Staples		6,945,080		—		6,945,080		—
Energy		23,176,723		—		23,176,723		—
Financials		226,673,767		—		226,673,767		—
Health Care		10,833,096		—		10,833,096		—
Industrials		16,817,496		—		16,817,496		—
Information Technology		13,455,980		—		13,455,980		—
Materials		22,249,589		—		22,249,589		—
Telecommunication Services		13,192,817		—		13,192,817		—
Utilities		3,688,123		—		3,688,123		—
Convertible corporate debt:
Financials		991,547		—		991,547		—
Asset-backed securities		3,574,032		—		3,574,032		—
Commercial mortgage-backed securities		48,679,153		—		48,679,153		—
Foreign government bonds		40,360,664		—		40,360,664		—
Mutual fund		43,621,609		43,621,609		—		—

Total assets	$	1,545,523,840	$	682,221,262	$	863,302,578	$	—


	PRO-BLEND^® EXTENDED TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	190,753,494	$	170,510,952	$	20,242,542	$	—
Consumer Staples		96,039,786		32,059,243		63,980,543		—
Energy		156,367,395		154,396,432		1,970,963		—
Financials		73,832,599		63,275,311		10,557,288		—
Health Care		98,128,365		78,676,520		19,451,845		—
Industrials		70,931,664		59,590,447		11,341,217		—
Information Technology		214,847,742		205,448,958		9,398,784		—
Materials		52,617,306		41,035,016		11,582,290		—
Telecommunication Services		10,813,781		1,405,140		9,408,641		—
Utilities		577,654		577,654		—		—
Preferred securities:
Financials		6,550,790		6,550,790		—		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		169,277,145		—		169,277,145		—
Corporate debt:
Consumer Discretionary		32,155,994		—		32,155,994		—
Consumer Staples		5,818,617		—		5,818,617		—
Energy		18,441,304		—		18,441,304		—
Financials		157,396,750		—		157,396,750		—
Health Care		4,549,275		—		4,549,275		—
Industrials		14,087,207		—		14,087,207		—
Information Technology		8,888,835		—		8,888,835		—
Materials		20,251,015		—		20,251,015		—
Telecommunication Services		11,377,923		—		11,377,923		—
Utilities		1,675,550		—		1,675,550		—

110

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)


	PRO-BLEND^® EXTENDED TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Convertible corporate debt:
Financials	$	1,021,594	$	—	$	1,021,594	$	—
Asset-backed securities		3,477,951		—		3,477,951		—
Commercial mortgage-backed securities		40,682,765		—		40,682,765		—
Foreign government bonds		25,765,505		—		25,765,505		—
Mutual fund		41,585,053		41,585,053		—		—

Total assets	$	1,527,913,059	$	855,111,516	$	672,801,543	$	—


	PRO-BLEND^® MAXIMUM TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	147,945,380	$	134,174,802	$	13,770,578	$	—
Consumer Staples		112,658,049		57,476,894		55,181,155		—
Energy		129,926,299		128,482,474		1,443,825		—
Financials		45,837,823		38,074,451		7,763,372		—
Health Care		97,610,921		83,278,251		14,332,670		—
Industrials		76,103,788		68,639,304		7,464,484		—
Information Technology		186,366,969		179,701,992		6,664,977		—
Materials		41,436,116		32,309,937		9,126,179		—
Telecommunication Services		7,351,028		1,020,854		6,330,174		—
Utilities		383,743		383,743		—		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		89,512,543		—		89,512,543		—
Corporate debt:
Consumer Discretionary		8,261,182		—		8,261,182		—
Consumer Staples		4,146,927		—		4,146,927		—
Financials		22,578,189		—		22,578,189		—
Health Care		4,056,124		—		4,056,124		—
Industrials		4,118,667		—		4,118,667		—
Information Technology		4,240,519		—		4,240,519		—
Telecommunication Services		2,495,905		—		2,495,905		—
Mutual fund		38,865,790		38,865,790		—		—

Total assets	$	1,023,895,962	$	762,408,492	$	261,487,470	$	—

There were no Level 3 securities held by any of the Pro-Blend^® Series as of October 31, 2012 or October 31, 2013.

Please see the Investment Portfolio for each of the Series 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.

Security Transactions, Investment Income and Expenses

111

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Interest income, including amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

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

Foreign Currency Translation

The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series do not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the 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.

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

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

The notional or contractual amount of these instruments represents the investment the Series have in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. Investments in forward foreign currency exchange contacts held by each Series, if any, on October 31, 2013 are shown at the end of each Investment Portfolio. During the period of April 9, 2013 through June 4, 2013, the period for which forward foreign currency contracts were held, the average volume of derivative activity (measured in terms of notional amounts) was $1,570,356, $2,075,721 and $2,069,692 for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series, respectively.

112

Notes to Financial Statements (continued)

2.	Significant Accounting Policies (continued)

Forward Foreign Currency Exchange Contracts (continued)

The following table presents the effect of the derivative instruments on the Statement of Operations as of October 31, 2013:


PRO-BLEND^® CONSERVATIVE TERM SERIES

STATEMENT OF OPERATIONS
Derivative

Foreign forward currency exchange contracts	Net realized gain (loss) on foreign currency and translation of other assets and liabilities	$	(15,475)


PRO-BLEND^® MODERATE TERM SERIES

STATEMENT OF OPERATIONS
Derivative

Foreign forward currency exchange contracts	Net realized gain (loss) on foreign currency and translation of other assets and liabilities	$	(20,591)


PRO-BLEND^® EXTENDED TERM SERIES

STATEMENT OF OPERATIONS
Derivative

Foreign forward currency exchange contracts	Net realized gain (loss) on foreign currency and translation of other assets and liabilities	$	(20,578)

Restricted Securities

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

Federal Taxes

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

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

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2010 through October 31, 2013. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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.

113

Notes to Financial Statements (continued)

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 each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% for Pro-Blend^® Conservative Term Series and 0.75% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets.

Class S shares of each Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% for Pro-Blend^® Conservative Term Series Class S and 0.25% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S, of the Class’ average daily net assets. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least February 28, 2015, 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 services fees and distribution and service fees (12b-1), at no more than the amounts presented in the following table, of average daily net assets each year. In addition, the Advisor has voluntarily agreed to waive fees and reimburse expenses during the current fiscal year in order to keep total direct annual fund operating expenses for the Series, inclusive

114

Notes to Financial Statements (continued)

3.	Transactions with Affiliates (continued)

of shareholder services fees and distribution and service fees (12b-1), at no more than the amounts presented in the following table, of average daily net assets each year.


SERIES/CLASS	EXPENSE LIMIT	VOLUNTARY EXPENSE LIMITATION*
Pro-Blend^® Conservative Term Series Class S	0.80%	0.90%
Pro-Blend^® Conservative Term Series Class I	0.70%	—
Pro-Blend^® Conservative Term Series Class C	0.80%	1.70%
Pro-Blend^® Conservative Term Series Class R	0.80%	1.20%
Pro-Blend^® Moderate Term Series Class S	0.95%	1.10%
Pro-Blend^® Moderate Term Series Class I	0.85%	—
Pro-Blend^® Moderate Term Series Class C	0.95%	1.85%
Pro-Blend^® Moderate Term Series Class R	0.95%	1.35%
Pro-Blend^® Extended Term Series Class S	0.95%	1.10%
Pro-Blend^® Extended Term Series Class I	0.85%	—
Pro-Blend^® Extended Term Series Class C	0.95%	1.85%
Pro-Blend^® Extended Term Series Class R	0.95%	1.35%
Pro-Blend^® Maximum Term Series Class S	0.95%	1.10%
Pro-Blend^® Maximum Term Series Class I	0.85%	—
Pro-Blend^® Maximum Term Series Class C	0.95%	1.85%
Pro-Blend^® Maximum Term Series Class R	0.95%	1.35%

*Effective November 20, 2013, the Board approved to make this a contractual expense limitation.

The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

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

115

Notes to Financial Statements (continued)

4.	Purchases and Sales of Securities

For the year ended October 31, 2013, purchases and sales of securities, other than short-term securities, were as follows:


	PURCHASES				SALES
SERIES	OTHER ISSUERS		GOVERNMENT		OTHER ISSUERS		GOVERNMENT
Pro-Blend^® Conservative Term Series	$	669,080,346		$229,548,363		$547,497,541		$216,780,580
Pro-Blend^® Moderate Term Series		689,010,969		157,021,473		551,674,331		172,859,711
Pro-Blend^® Extended Term Series		728,059,757		163,088,709		694,980,301		188,801,206
Pro-Blend^® Maximum Term Series		465,961,714		115,366,791		551,322,680		35,705,944

5.	Capital Stock Transactions

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


PRO-BLEND^® CONSERVATIVE TERM SERIES CLASS S:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		27,050,002		$	372,713,290			26,069,181		$	343,763,360
Reinvested		2,561,283			34,386,631			2,267,263			28,835,907
Repurchased		(28,677,650	)		(396,571,291	)		(23,020,286	)		(304,046,708	)

Total		933,635		$	10,528,630			5,316,158		$	68,552,559


PRO-BLEND^® CONSERVATIVE TERM SERIES CLASS I:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		13,062,245		$	144,363,136			11,315,785		$	120,465,074
Reinvested		751,296			8,103,809			496,678			5,126,231
Repurchased		(8,483,810	)		(94,070,475	)		(6,068,215	)		(64,644,410	)

Total		5,329,731		$	58,396,470			5,744,248		$	60,946,895


PRO-BLEND^® CONSERVATIVE TERM SERIES CLASS C:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,145,701		$	44,420,354			3,294,301		$	34,352,366
Reinvested		273,862			2,860,145			165,508			1,656,482
Repurchased		(1,818,299	)		(19,463,938	)		(808,540	)		(8,436,523	)

Total		2,601,264		$	27,816,561			2,651,269		$	27,572,325


PRO-BLEND^® CONSERVATIVE TERM SERIES CLASS R:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,682,830		$	28,683,950			3,136,578		$	32,630,982
Reinvested		145,064			1,512,686			38,175			386,243
Repurchased		(1,525,429	)		(16,379,144	)		(354,355	)		(3,733,100	)

Total		1,302,465		$	13,817,492			2,820,398		$	29,284,125

116

Notes to Financial Statements (continued)

5.	Capital Stock Transactions (continued)


PRO-BLEND^® MODERATE TERM SERIES CLASS S:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		14,267,236		$	197,220,579			13,456,576		$	173,187,990
Reinvested		1,772,636			23,446,175			2,497,934			30,293,484
Repurchased		(14,628,387	)		(201,711,224	)		(15,524,966	)		(199,950,024	)

Total		1,411,485		$	18,955,530			429,544		$	3,531,450


PRO-BLEND^® MODERATE TERM SERIES CLASS I:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		17,822,910		$	195,401,918			19,011,171		$	195,393,293
Reinvested		1,783,097			18,795,420			1,793,291			17,519,244
Repurchased		(13,005,509	)		(142,840,843	)		(7,863,290	)		(80,891,498	)

Total		6,600,498		$	71,356,495			12,941,172		$	132,021,039


PRO-BLEND^® MODERATE TERM SERIES CLASS C:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,678,186		$	40,811,017			2,743,976		$	28,755,211
Reinvested		275,738			2,930,108			295,321			2,909,073
Repurchased		(1,862,292	)		(20,683,853	)		(974,897	)		(10,273,739	)

Total		2,091,632		$	23,057,272			2,064,400		$	21,390,545


PRO-BLEND^® MODERATE TERM SERIES CLASS R:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,550,770		$	17,625,342			2,467,798		$	26,568,820
Reinvested		142,562			1,560,402			125,978			1,275,941
Repurchased		(1,120,323	)		(12,826,064	)		(683,284	)		(7,401,853	)

Total		573,009		$	6,359,680			1,910,492		$	20,442,908


PRO-BLEND^® EXTENDED TERM SERIES CLASS S:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		9,923,102		$	167,544,175			13,112,333		$	202,738,783
Reinvested		1,913,554			30,502,482			2,045,908			29,485,102
Repurchased		(16,031,300	)		(267,269,342	)		(11,985,226	)		(186,275,586	)

Total		(4,194,644	)	$	(69,222,685	)		3,173,015		$	45,948,299


PRO-BLEND^® EXTENDED TERM SERIES CLASS I:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		21,092,223		$	224,950,730			21,647,453		$	216,083,753
Reinvested		1,477,410			15,144,117			1,373,291			13,023,907
Repurchased		(16,258,417	)		(175,313,005	)		(13,118,636	)		(131,307,939	)

Total		6,311,216		$	64,781,842			9,902,108		$	97,799,721

117

Notes to Financial Statements (continued)

5.	Capital Stock Transactions (continued)


PRO-BLEND^® EXTENDED TERM SERIES CLASS C:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,422,909		$	39,443,179			2,122,883		$	22,673,316
Reinvested		414,031			4,467,195			384,905			3,827,641
Repurchased		(1,379,382	)		(15,841,552	)		(1,041,421	)		(11,141,698	)

Total		2,457,558		$	28,068,822			1,466,367		$	15,359,259


PRO-BLEND^® EXTENDED TERM SERIES CLASS R:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,173,917		$	26,054,858			2,966,151		$	32,865,356
Reinvested		191,062			2,163,617			120,408			1,254,744
Repurchased		(1,104,699	)		(13,260,429	)		(499,400	)		(5,671,501	)

Total		1,260,280		$	14,958,046			2,587,159		$	28,448,599


PRO-BLEND^® MAXIMUM TERM SERIES CLASS S:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,219,708		$	99,757,537			4,736,070		$	76,881,479
Reinvested		540,999			9,389,515			135,989			2,059,460
Repurchased		(7,994,377	)		(150,241,757	)		(10,099,677	)		(164,352,376	)

Total		(2,233,670	)	$	(41,094,705	)		(5,227,618	)	$	(85,411,437	)


PRO-BLEND^® MAXIMUM TERM SERIES CLASS I:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		9,953,438		$	119,890,447			16,683,670		$	170,265,289
Reinvested		467,438			5,184,567			136,210			1,338,627
Repurchased		(8,383,672	)		(98,322,076	)		(8,295,889	)		(84,917,904	)

Total		2,037,204		$	26,752,938			8,523,991		$	86,686,012


PRO-BLEND^® MAXIMUM TERM SERIES CLASS C:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		859,063		$	10,954,031			624,670		$	6,847,410
Reinvested		55,571			636,289			1,483			14,790
Repurchased		(271,074	)		(3,369,507	)		(321,604	)		(3,491,401	)

Total		643,560		$	8,220,813			304,549		$	3,370,799


PRO-BLEND^® MAXIMUM TERM SERIES CLASS R:	FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/12
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,267,093		$	17,719,167			1,291,508		$	15,255,655
Reinvested		38,460			489,364			4,971			55,655
Repurchased		(545,475	)		(7,549,847	)		(195,888	)		(2,402,601	)

Total		760,078		$	10,658,684			1,100,591		$	12,908,709

118

Notes to Financial Statements (continued)

5.	Capital Stock Transactions (continued)

At October 31, 2013, the retirement plan of the Advisor and its affiliates owned the following:


SERIES	SHARES OWNED		PERCENTAGE OF SERIES SHARES OUTSTANDING			VALUE
Pro-Blend^® Conservative Term Series		157,905		0.1	%	$	1,796,956
Pro-Blend^® Moderate Term Series		181,346		0.1	%		2,096,362
Pro-Blend^® Extended Term Series		1,847,922		1.7	%		21,435,897
Pro-Blend^® Maximum Term Series		1,541,565		2.5	%		20,579,889

In addition, one shareholder owned 20,766,713 shares of Pro-Blend^® Moderate Term Series (17.1% of shares outstanding) valued at $240,063,202. The Target 2040 Series, another series of the Fund, owned 7,617,629 shares of Pro-Blend^® Maximum Term Series (12.4% of shares outstanding) valued at $101,695,349. Investment activities of these shareholders may have a material effect on the Series.

6.	Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2013.

7.	Foreign Securities

8.	Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition on net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales, investments in passive foreign investment companies (PFICs) and real estate investment trusts. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the fiscal year ended October 31, 2013, $52,328 was reclassified within the capital accounts from Accumulated Net Realized Gain on Investments to Undistributed Net Investment Income for Pro-Blend^® Conservative Term Series. $169,322 was reclassified within the capital accounts from Undistributed Net Investment Income to Accumulated Net Realized Gain on Investments for Pro-Blend^® Moderate Term Series. Amounts were reclassified within the capital accounts to reduce Additional Paid in Capital by $3, reduce Undistributed Net Investment Income by $149,386 and increase Accumulated Net Realized Gain on Investments by $149,389 for Pro-Blend^® Extended Term Series. Amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $541,970, reduce Undistributed Net Investment Income by $329,416 and reduce Accumulated Net Realized Gain on Investments by $212,554 for Pro-Blend^® Maximum Term Series. Any such reclassifications are not reflected in the financial highlights.

119

Notes to Financial Statements (continued)

8.	Federal Income Tax Information (continued)

The tax character of distributions paid were as follows:


	PRO-BLEND^® CONSERVATIVE TERM SERIES				PRO-BLEND^® MODERATE TERM SERIES
	FOR THE YEAR ENDED 10/31/13		FOR THE YEAR ENDED 10/31/12		FOR THE YEAR ENDED 10/31/13		FOR THE YEAR ENDED 10/31/12
Ordinary income	$	27,273,142	$	23,254,049	$	21,788,120	$	25,502,215
Long-term capital gains		25,309,586		16,955,171		29,266,732		31,469,820

	PRO-BLEND^® EXTENDED TERM SERIES				PRO-BLEND^® MAXIMUM TERM SERIES
	FOR THE YEAR ENDED 10/31/13		FOR THE YEAR ENDED 10/31/12		FOR THE YEAR ENDED 10/31/13		FOR THE YEAR ENDED 10/31/12
Ordinary income	$	23,251,190	$	18,107,350	$	3,432,482	$	4,814,647
Long-term capital gains		40,601,811		39,623,892		18,413,216		—

At October 31, 2013, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost of investments for federal income tax purposes were as follows:


	PRO-BLEND^® CONSERVATIVE TERM SERIES			PRO-BLEND^® MODERATE TERM SERIES			PRO-BLEND^® EXTENDED TERM SERIES			PRO-BLEND^® MAXIMUM TERM SERIES
Cost for federal income tax purposes	$	1,387,279,927		$	1,390,469,254		$	1,337,914,878		$	879,802,844
Unrealized appreciation		99,593,423			170,341,407			206,243,249			157,327,920
Unrealized depreciation		(11,745,313	)		(15,286,821	)		(16,245,068	)		(13,234,802	)

Net unrealized appreciation	$	87,848,110		$	155,054,586		$	189,998,181		$	144,093,118
Undistributed ordinary income		22,438,545			21,334,984			22,298,683			30,940,720
Undistributed long-term gains		53,447,603			59,935,053			80,518,739			81,425,215

120

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of - Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each a series of Manning & Napier Fund, Inc., hereafter collectively referred to as the “Series”) at October 31, 2013, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2013 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

New York, New York

December 18, 2013

121

Supplemental Tax Information

(unaudited)

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


*Series*	*QDI*
Pro-Blend^® Conservative Term Series	$	9,180,887
Pro-Blend^® Moderate Term Series		8,769,647
Pro-Blend^® Extended Term Series		10,941,069
Pro-Blend^® Maximum Term Series		10,168,646


*Series*	*DRD%*
Pro-Blend^® Conservative Term Series		14.16	%
Pro-Blend^® Moderate Term Series		16.38	%
Pro-Blend^® Extended Term Series		24.63	%
Pro-Blend^® Maximum Term Series		16.27	%

The Series designate Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Code for the fiscal year ended October 31, 2013 as follows:


*Series*
Pro-Blend^® Conservative Term Series	$	78,757,189
Pro-Blend^® Moderate Term Series		89,201,785
Pro-Blend^® Extended Term Series		121,120,550
Pro-Blend^® Maximum Term Series		100,028,640

122

Directors’ and Officers’ Information

(unaudited)


Interested Director/Officer
Name:		B. Reuben Auspitz*
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		66
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Independent Directors
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		73
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		67
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009)

123

Directors’ and Officers’ Information

(unaudited)


Independent Directors (continued)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		78
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Chester N. Watson
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:		General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Officers
Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		50
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Elizabeth Craig
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		26
Current Position(s) Held with Fund:		Assistant Corporate Secretary
Term of Office¹& Length of Time Served:		Since 2011
Principal Occupation(s) During Past 5 Years:		Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

124

Directors’ and Officers’ Information

(unaudited)


Officers (continued)
Name:		Christine Glavin
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		45
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A
Name:		Richard Yates
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		48
Current Position(s) Held with Fund:		Chief Legal Officer
Term of Office¹& Length of Time Served:		Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:		Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:		45
Other Directorships Held Outside Fund Complex:		N/A

125

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)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

MNPRO-10/13-AR

ITEM 2:

CODE OF ETHICS

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in 2 (a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2 (a) above were granted.

(d) Not applicable to the registrant due to the response given in 2 (c) above.

ITEM 3:

AUDIT COMMITTEE FINANCIAL EXPERT

All of the members of the Audit committee have been determined by the Registrant’s Board of Directors to be Audit Committee Financial Experts as defined in this item. The current members of the Audit Committee are: Stephen B. Ashley, Paul A. Brooke, Harris H. Rusitzky, and Chester N. Watson. All Audit Committee members are independent under applicable rules. This designation will not increase the designee’s duties, obligations or liability as compared to their duties, obligations and liability as a member of the Audit Committee and of the Board.

ITEM 4:

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Manning & Napier Fund, Inc. (Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Tax Managed Series, Equity Series, Overseas Series, Dividend Focus Series, Target Income Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series, and Target 2055 Series, collectively the “Fund”) by PricewaterhouseCoopers LLP (“PwC”) as of and for the years ended October 31, 2013 and 2012 were:


	2013		2012


Audit Fees (a)	$	379,471	$	365,996

Audit Related Fees (b)	$	0	$	0

Tax Fees (c)	$	113,320	$	112,050

All Other Fees (d)	$	0	$	0


	$	492,791	$	478,046

(a)

Audit Fees

These fees relate to professional services rendered by PwC for the audit of the Fund’s annual financial statements or services normally provided by the accountant in connection with statutory and regulatory filing or engagements. These services include the audits of the financial statements of the Fund, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.

(b)

Audit-Related Fees

These fees relate to assurance and related services by PwC that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under “Audit Fees” above.

(c)

Tax Fees

These fees relate to professional services rendered by PwC for tax compliance, tax advice and tax planning. The tax services provided by PwC related to the review of the Fund’s federal and state income tax returns, excise tax calculations and returns, a review of the Fund’s calculations of capital gain and income distributions, and additional tax research for compliance purposes.

(d)

All Other Fees

These fees relate to products and services provided by PwC other than those reported above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2013 and 2012.

Non-Audit Services to the Fund’s Service Affiliates that were Pre-Approved by the Fund’s Audit Committee

The Fund’s Audit Committee is required to pre-approve non-audit services which meet both the following criteria:

i)	Directly relate to the Fund’s operations and financial reporting; and

ii)

Rendered by PwC to the Fund’s advisor, Manning & Napier Advisors, LLC, and entities in a control relationship with the advisor (“service affiliate”) that provide ongoing services to the Fund. For purposes of disclosure, Manning & Napier Investor Services, Inc. is considered to be a service affiliate.


	2013		2012

Audit Related Fees	$	1,944	$	1,944
Tax Fees	$	0	$	0

	$	1,944	$	1,944

The Audit Related fees for the years ended October 31, 2013 and 2012 were for a license for proprietary authoritative financial reporting and assurance literature library software.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2013 and 2012.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2013 and 2012 were $113,320 and $112,050, respectively. Aggregate fees billed to the Fund’s advisor and service affiliates for non-audit services were $1,944 and $1,944, respectively. These amounts include fees for non-audit services required to be pre-approved and fees for non-audit services that did not require pre-approval since they did not relate to the Fund’s operations and financial reporting.

The Fund’s Audit Committee has considered whether the provisions for non-audit services to the Fund’s advisor and service affiliates, which did not require pre-approval, are compatible with maintaining PwC’s independence.

ITEM 5:

AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6:

INVESTMENTS

(a) See Investment Portfolios under Item 1 on this Form N-CSR.

(b) Not applicable.

ITEM 7:

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED- END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 8:

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 9:

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 10:

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedure by which shareholders may recommend nominees to the registrant’s board of directors.

ITEM 11:

CONTROLS AND PROCEDURES

(a) Based on their evaluation of the Funds’ disclosure controls and procedures, as of a date within 90 days of the filing date, the Funds’ Principal Executive Officer and Principal Financial Officer have concluded that the Funds’ disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to the Funds’ officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.

(b) During the second fiscal quarter of the period covered by this report, there have been no changes in the Funds’ internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds’ internal control over financial reporting.

ITEM 12:

EXHIBITS

(a)(1)

Code of ethics that is subject to the disclosure of Item 2 above.

(a)(2)

Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX-99.CERT.

(a)(3)

Not applicable.

(b)

A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX- 99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

(12.other) Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Manning & Napier Fund, Inc.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of Manning & Napier Fund, Inc.

December 30, 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.

December 30, 2013

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

December 30, 2013

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www.manning-napier.com