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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number      811-04087

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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, 2013 through April 30, 2014

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

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

ITEM 1: REPORTS TO STOCKHOLDERS.

	EQUITY SERIES
www.manning-napier.com

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 (November 1, 2013 to April 30, 2014).

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                               11/1/13	ENDING  ACCOUNT VALUE                               4/30/14	EXPENSES PAID  DURING PERIOD*                               11/1/13-4/30/14
Actual	$1,000.00	$1,093.20	$5.45
Hypothetical (5% return before expenses)	$1,000.00	$1,019.59	$5.26

*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 181/365 (to reflect the one-half year period). The Series’ total return would have been lower had certain expenses not been waived during the period.

1

Equity Series

Portfolio Composition as of April 30, 2014

(unaudited)

2

Equity Series

Investment Portfolio - April 30, 2014

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 97.4%
Consumer Discretionary - 19.4%
Diversified Consumer Services - 0.9%
Apollo Education Group, Inc.*		388,240	$	11,204,606
Hotels, Restaurants & Leisure - 1.7%
Yum! Brands, Inc.		282,100		21,718,879
Household Durables - 1.5%
DR Horton, Inc.		312,640		6,965,619
Lennar Corp. - Class A		160,090		6,177,873
Toll Brothers, Inc.*		172,610		5,910,166
				19,053,658
Internet & Catalog Retail - 2.5%
Amazon.com, Inc.*		47,360		14,403,597
HomeAway, Inc.*		182,870		5,965,219
Shutterfly, Inc.*		281,630		11,527,116
				31,895,932
Media - 12.8%
AMC Networks, Inc. - Class A*		251,830		16,537,676
DIRECTV*		407,780		31,643,728
Nexstar Broadcasting Group, Inc. - Class A		157,880		6,291,518
Sinclair Broadcast Group, Inc. - Class A		449,440		12,013,531
Starz - Class A*		405,760		13,093,875
Time Warner, Inc.		408,790		27,168,183
Tribune Co.*		117,460		9,132,515
Twenty-First Century Fox, Inc. - Class A		772,890		24,747,938
Viacom, Inc. - Class B		262,990		22,348,890
				162,977,854
Total Consumer Discretionary				246,850,929
Consumer Staples - 6.7%
Beverages - 2.2%
The Coca-Cola Co.		697,790		28,462,854
Food Products - 2.6%
Ingredion, Inc.		242,330		17,072,149
Mead Johnson Nutrition Co.		178,640		15,766,766
				32,838,915
Household Products - 1.9%
Energizer Holdings, Inc.		214,260		23,930,699
Total Consumer Staples				85,232,468
Energy - 15.1%
Energy Equipment & Services - 6.7%
Baker Hughes, Inc.		542,850		37,945,215
Cameron International Corp.*		484,500		31,473,120

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

3

Equity Series

Investment Portfolio - April 30, 2014

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Weatherford International Ltd. - ADR*		766,870	$	16,104,270
				85,522,605
Oil, Gas & Consumable Fuels - 8.4%
Apache Corp.		317,660		27,572,888
EOG Resources, Inc.		60,310		5,910,380
Hess Corp.		557,030		49,664,795
Peabody Energy Corp.		879,630		16,721,766
Range Resources Corp.		68,130		6,162,359
				106,032,188
Total Energy				191,554,793
Financials - 5.6%
Diversified Financial Services - 1.8%
McGraw Hill Financial, Inc.		162,210		11,992,185
MSCI, Inc.*		276,830		11,222,688
				23,214,873
Real Estate Investment Trusts (REITS) - 2.4%
Alexandria Real Estate Equities, Inc.		42,390		3,129,230
BioMed Realty Trust, Inc.		152,670		3,190,803
Corporate Office Properties Trust		136,730		3,657,527
Digital Realty Trust, Inc.		70,730		3,776,982
DuPont Fabros Technology, Inc.		153,200		3,712,036
Weyerhaeuser Co.		430,910		12,862,664
				30,329,242
Real Estate Management & Development - 1.4%
Realogy Holdings Corp.*		408,010		17,156,821
Total Financials				70,700,936
Health Care - 14.8%
Health Care Equipment & Supplies - 6.2%
Alere, Inc.*		984,620		32,886,308
Becton, Dickinson and Co.		215,120		24,315,014
Teleflex, Inc.		97,330		9,936,420
Volcano Corp.*		700,430		12,299,551
				79,437,293
Health Care Providers & Services - 4.5%
Catamaran Corp.*		276,290		10,429,947
DaVita Healthcare Partners, Inc.*		271,480		18,813,564
Express Scripts Holding Co.*		165,560		11,022,985
HCA Holdings, Inc.*		195,130		10,146,760

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

4

Equity Series

Investment Portfolio - April 30, 2014

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Universal Health Services, Inc. - Class B		76,250	$	6,236,487
				56,649,743
Health Care Technology - 2.0%
Cerner Corp.*		494,370		25,361,181
Pharmaceuticals - 2.1%
Johnson & Johnson		266,330		26,976,566
Total Health Care				188,424,783
Industrials - 8.8%
Air Freight & Logistics - 1.9%
C.H. Robinson Worldwide, Inc.		420,920		24,792,188
Industrial Conglomerates - 1.6%
General Electric Co.		746,160		20,064,242
Machinery - 2.7%
Caterpillar, Inc.		98,620		10,394,548
Joy Global, Inc.		240,080		14,496,030
Xylem, Inc.		243,200		9,141,888
				34,032,466
Professional Services - 1.0%
Equifax, Inc.		180,850		12,805,989
Trading Companies & Distributors - 1.6%
Fastenal Co.		409,540		20,509,763
Total Industrials				112,204,648
Information Technology - 21.1%
Communications Equipment - 4.4%
F5 Networks, Inc.*		85,050		8,944,709
Juniper Networks, Inc.*		873,240		21,560,296
Palo Alto Networks, Inc.*		90,410		5,748,268
Qualcomm, Inc.		252,800		19,897,888
				56,151,161
Electronic Equipment, Instruments & Components - 0.5%
FLIR Systems, Inc.		180,910		6,158,176
Internet Software & Services - 5.3%
eBay, Inc.*		515,370		26,711,627
Facebook, Inc. - Class A*		91,170		5,450,143
Google, Inc. - Class A*		27,580		14,751,990
Google, Inc. - Class C*		27,580		14,525,283
LinkedIn Corp. - Class A*		35,750		5,486,553
				66,925,596

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

5

Equity Series

Investment Portfolio - April 30, 2014

(unaudited)

	SHARES			VALUE   (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services - 2.6%
MasterCard, Inc. - Class A		127,920		$	9,408,516
VeriFone Systems, Inc.*		438,091			14,649,763
Visa, Inc. - Class A		45,410			9,200,520
					33,258,799
Software - 4.2%
Electronic Arts, Inc.*		977,870			27,673,721
Fortinet, Inc.*		906,950			19,934,761
Nuance Communications, Inc.*		365,590			5,882,343
					53,490,825
Technology Hardware, Storage & Peripherals - 4.1%
Apple, Inc.		32,976			19,458,808
EMC Corp.		1,252,260			32,308,308
					51,767,116
Total Information Technology					267,751,673
Materials - 5.9%
Chemicals - 3.6%
Monsanto Co.		225,990			25,017,093
The Mosaic Co.		412,570	��		20,645,003
					45,662,096
Metals & Mining - 2.3%
Alcoa, Inc.		2,116,930			28,515,047
Total Materials					74,177,143
TOTAL COMMON STOCKS
(Identified Cost $1,012,783,205)					1,236,897,373
SHORT-TERM INVESTMENT - 2.0%
Dreyfus Cash Management, Inc. - Institutional Shares1, 0.03%
(Identified Cost $25,867,164)		25,867,164			25,867,164
TOTAL INVESTMENTS - 99.4%
(Identified Cost $1,038,650,369)					1,262,764,537
OTHER ASSETS, LESS LIABILITIES - 0.6%					7,509,348
NET ASSETS - 100%				$	1,270,273,885

ADR - American Depositary Receipt

*Non-income producing security.

¹Rate shown is the current yield as of April 30, 2014.

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.

6

Equity Series

Statement of Assets and Liabilities

April 30, 2014 (unaudited)

ASSETS:
Investments, at value (identified cost $1,038,650,369) (Note 2)	$	1,262,764,537
Cash		49
Receivable for securities sold		11,641,947
Receivable for fund shares sold		2,958,244
Dividends receivable		370,171
Prepaid and other expenses		2,916
TOTAL ASSETS		1,277,737,864
LIABILITIES:
Accrued management fees (Note 3)		1,032,992
Accrued transfer agent fees (Note 3)		249,982
Accrued fund accounting and administration fees (Note 3)		43,081
Payable for securities purchased		5,436,664
Payable for fund shares repurchased		620,572
Other payables and accrued expenses		80,688
TOTAL LIABILITIES		7,463,979
TOTAL NET ASSETS	$	1,270,273,885
NET ASSETS CONSIST OF:
Capital stock	$	622,135
Additional paid-in-capital		966,716,124
Distributions in excess of net investment income		(420,575	)
Accumulated net realized gain on investments		79,242,033
Net unrealized appreciation on investments		224,114,168
TOTAL NET ASSETS	$	1,270,273,885
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,270,273,885/62,213,459 shares)	$	20.42

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

7

Equity Series

Statement of Operations

For the Six Months Ended April 30, 2014 (unaudited)

INVESTMENT INCOME:
Dividends	$	6,494,159
EXPENSES:
Management fees (Note 3)		6,150,020
Transfer agent fees (Note 3)		286,127
Fund accounting and administration fees (Note 3)		79,846
Directors’ fees (Note 3)		15,683
Chief Compliance Officer service fees (Note 3)		1,212
Custodian fees		24,469
Miscellaneous		171,892
Total Expenses		6,729,249
Less reduction of expenses (Note 3)		(271,728	)
Net Expenses		6,457,521
NET INVESTMENT INCOME		36,638
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments		90,586,255
Net change in unrealized appreciation on investments		18,556,739
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		109,142,994
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	109,179,632

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

8

Equity Series

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED       4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	36,638		$	703,157
Net realized gain on investments		90,586,255			163,586,066
Net change in unrealized appreciation (depreciation) on investments		18,556,739			162,201,337
Net increase from operations		109,179,632			326,490,560
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(486,774	)		(2,246,652	)
From net realized gain on investments		(164,860,135	)		(163,857,384	)
Total distributions to shareholders		(165,346,909	)		(166,104,036	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		88,921,657			(341,335,394	)
Net increase (decrease) in net assets		32,754,380			(180,948,870	)
NET ASSETS:
Beginning of period		1,237,519,505			1,418,468,375
End of period (including distributions in excess of net investment income of $420,575 and undistributed net investment income of $29,561, respectively)	$	1,270,273,885		$	1,237,519,505

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

9

Equity Series

Financial Highlights

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			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 period):
Net asset value - Beginning of period	$	21.60		$	19.03		$	18.45		$	17.91		$	15.55		$	13.34
Income (loss) from investment operations:
Net investment income1		—	2		0.01			0.01			0.04			0.03			0.04
Net realized and unrealized gain (loss) on investments		1.78			5.14			1.26			0.55			2.35			2.24
Total from investment operations		1.78			5.15			1.27			0.59			2.38			2.28
Less distributions to shareholders:
From net investment income		(0.01	)		(0.03	)		(0.04	)		(0.05	)		(0.02	)		(0.07	)
From net realized gain on investments		(2.95	)		(2.55	)		(0.65	)		—			—			—
Total distributions to shareholders		(2.96	)		(2.58	)		(0.69	)		(0.05	)		(0.02	)		(0.07	)
Net asset value - End of period	$	20.42		$	21.60		$	19.03		$	18.45		$	17.91		$	15.55
Net assets - End of period (000’s omitted)	$	1,270,274		$	1,237,520		$	1,418,468		$	1,925,038		$	1,579,323		$	1,003,043
Total return3		9.32	%		30.61	%		7.37	%		3.30	%		15.29	%		17.23	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.05	%4		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%
Net investment income		0.01	%4		0.06	%		0.06	%		0.24	%		0.17	%		0.26	%
Portfolio turnover		27	%		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:
		0.04	%		0.06	%		0.05	%		0.02	%		0.02	%		0.06	%

¹ Calculated based on average shares outstanding during the periods.

² Less than $0.01.

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

⁴ Annualized.

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

10

Equity Series

Notes to Financial Statements

(unaudited)

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 April 30, 2014, 11 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.

Securities for which representative valuations or prices are not available from the Series’ pricing service may be valued at fair value as determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board of Directors (the “Board”). Due to the inherent uncertainty of valuations of such securities, the fair value may differ significantly from the values that would have been used had a ready market for such securities existed. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account.

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

11

Equity Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of April 30, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	246,850,929	$	246,850,929	$	—	$	—
Consumer Staples		85,232,468		85,232,468		—		—
Energy		191,554,793		191,554,793		—		—
Financials		70,700,936		70,700,936		—		—
Health Care		188,424,783		188,424,783		—		—
Industrials		112,204,648		112,204,648		—		—
Information Technology		267,751,673		267,751,673		—		—
Materials		74,177,143		74,177,143		—		—
Mutual Fund		25,867,164		25,867,164		—		—
Total assets	$	1,262,764,537	$	1,262,764,537	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2013 or April 30, 2014.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2014.

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 April 30, 2014, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

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

12

Equity Series

Notes to Financial Statements (continued)

(unaudited)

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 management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 1.05% of average daily net assets each year. Accordingly, the Advisor waived fees of $271,728 for the six months ended April 30, 2014, 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.

13

Equity Series

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates (continued)

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series and Strategic Income Series); plus a base fee of $25,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees, by 10%, excluding out-of-pocket expenses.

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

4. Purchases and Sales of Securities

For the six months ended April 30, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $325,716,975 and $411,182,977, 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 SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		8,002,755		$	161,901,623			11,213,678		$	219,442,960
Reinvested		6,888,560			130,193,778			6,080,929			104,105,491
Repurchased		(9,977,942	)		(203,173,744	)		(34,538,433	)		(664,883,845	)
Total		4,913,373		$	88,921,657			(17,243,826	)	$	(341,335,394	)

At April 30, 2014, the retirement plan of the Advisor and its affiliates owned 327,100 shares of the Series (0.5% of shares outstanding) valued at $6,679,373.

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 April 30, 2014.

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.

14

Equity Series

Notes to Financial Statements (continued)

(unaudited)

8. Federal Income Tax Information

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2013, were as follows:

Ordinary income	$	30,554,514
Long-term capital gains		135,549,522

At April 30, 2014, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:

Cost for federal income tax purposes	$	1,045,444,295
Unrealized appreciation		236,938,254
Unrealized depreciation		(19,618,012	)
Net unrealized appreciation	$	217,320,242

15

Equity Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 20, 2013, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2013 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 27 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

• The Board considered the performance of each Series since its inception, as well as performance over multiple time periods. Performance for one or more of the following time periods was considered as applicable to the Series’ inception date: inception, three year, five year, ten year, and current market cycle. A market cycle includes periods of both rising and falling markets. Returns for established benchmark indices for each Series were provided. In addition, the Board considered at the meeting (and considers on a quarterly basis) a peer group performance analysis consisting of Morningstar universes of mutual funds with similar investment objectives. The Board discussed the performance with representatives from the Advisor and concluded that the investment performance of each of the Fund’s Series was reasonable based on the Series’ actual performance and comparative performance, especially for those series with performance over the current market cycle.

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 18 of the 37 active Series of the Fund are currently experiencing expenses above the capped expense ratios. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

• The Board considered the fees and expenses of the various Series of the Fund. The Advisor presented the advisory fees and total expenses for each Series, including the advisory fee adjusted for any expense waivers or reimbursements (either contractual or voluntary) paid by the Advisor. The advisory fees and expense ratios of each Series were compared to an average (on both a mean and median basis) of similar funds as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the levels of its advisory fee for each Series of the Fund and as compared to the median and mean advisory fees for similar funds as listed on Morningstar. Expense ratios for every Series, except the Tax Managed Series, Pro-Blend Series Class C, and Target Series’ Class R and Class C, are lower than, or substantially similar to the Morningstar mean and median reported total expense ratio. The higher than mean and median total expense ratios for Classes C and R reflect higher distribution, marketing and shareholder service fees payable to broker-dealers through a 100bp 12b-1 fee for Class C and a 50bp 12b-1 fee for Class R. Based on their review of the information provided, the Board concluded that the fees and expenses of each Series of the Fund were reasonable on a comparative basis.

16

Equity Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

• In addition to the factors described above, the Board considered the Advisor’s personnel, investment strategies, policies and procedures relating to compliance with personal securities transactions, reputation, expertise and resources in domestic and foreign financial markets. The Board concluded that these factors support the conclusion that the Advisor performs its services in a reasonable manner.

• The Board then considered economies of scale and concluded that the current fee schedule to the advisory agreement remained reasonable given the multiple uses of the Fund (for the Advisor’s discretionary investment account clients in addition to direct investors), the current profitability of the Advisor’s services to the Fund under the Agreement, the number of newly established series of the Fund and the overall size of the Fund complex.

Based on the Board’s deliberations and their evaluation of the information described above, the Board, including a majority of Directors that are not “interested persons” as defined in the Investment Company Act of 1940, concluded that the compensation under the Agreement was fair and reasonable in light of the services and expenses and such other matters as the Directors considered to be relevant in the exercise of their reasonable judgment. Accordingly, the Board approved the renewal of the Agreement. In the course of their deliberations, the Directors did not identify any particular information that was all important or controlling.

17

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-04/14-SAR

	TAX MANAGED SERIES
www.manning-napier.com

Tax Managed 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 (November 1, 2013 to April 30, 2014).

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                               11/1/13	ENDING  ACCOUNT VALUE                               4/30/14	EXPENSES PAID  DURING  PERIOD*                              11/1/13-4/30/14
Actual	$1,000.00	$1,090.70	$6.22
Hypothetical (5% return before expenses)	$1,000.00	$1,018.84	$6.01

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.20%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Series’ total return would have been lower had certain expenses not been waived during the period.

1

Tax Managed Series

Portfolio Composition as of April 30, 2014

(unaudited)

2

Tax Managed Series

Investment Portfolio - April 30, 2014

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 97.8%
Consumer Discretionary - 15.9%
Diversified Consumer Services - 0.8%
Apollo Education Group, Inc.*		8,940	$	258,008
Hotels, Restaurants & Leisure - 1.7%
Yum! Brands, Inc.		7,240		557,408
Household Durables - 1.3%
DR Horton, Inc.		7,410		165,095
Lennar Corp. - Class A		3,790		146,256
Toll Brothers, Inc.*		3,300		112,992
				424,343
Internet & Catalog Retail - 1.8%
Amazon.com, Inc.*		1,400		425,782
Shutterfly, Inc.*		4,730		193,599
				619,381
Media - 9.5%
AMC Networks, Inc. - Class A*		4,040		265,307
DIRECTV*		7,210		559,496
Liberty Global plc - ADR (United Kingdom)		4,450		177,199
Liberty Global plc - Class C - ADR (United Kingdom)		4,450		171,014
Nexstar Broadcasting Group, Inc. - Class A		1,860		74,121
Sinclair Broadcast Group, Inc. - Class A		4,810		128,571
Starz - Class A*		8,440		272,359
Time Warner, Inc.		6,560		435,978
Tribune Co.*		2,320		180,380
Twenty-First Century Fox, Inc. - Class A		17,870		572,197
Viacom, Inc. - Class B		4,130		350,967
				3,187,589
Textiles, Apparel & Luxury Goods - 0.8%
Lululemon Athletica, Inc.*		6,060		278,336
Total Consumer Discretionary				5,325,065
Consumer Staples - 16.7%
Beverages - 6.7%
AMBEV S.A. - ADR (Brazil)*		74,250		538,313
Anheuser-Busch InBev N.V. (Belgium)1		5,550		604,926
The Coca-Cola Co.		14,990		611,442
SABMiller plc (United Kingdom)1		9,000		490,056
				2,244,737
Food & Staples Retailing - 0.8%
Tesco plc (United Kingdom)1		51,220		253,739
Food Products - 7.0%
Danone (France)1		3,930		290,187

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

3

Tax Managed Series

Investment Portfolio - April 30, 2014

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
Ingredion, Inc.		5,120	$	360,704
Mead Johnson Nutrition Co.		3,000		264,780
Nestle S.A. (Switzerland)1		9,080		701,741
Unilever plc - ADR (United Kingdom)		16,550		740,447
				2,357,859
Household Products - 1.0%
Energizer Holdings, Inc.		2,970		331,719
Tobacco - 1.2%
Imperial Tobacco Group plc (United Kingdom)1		9,440		407,942
Total Consumer Staples				5,595,996
Energy - 13.9%
Energy Equipment & Services - 7.0%
Baker Hughes, Inc.		8,730		610,227
Cameron International Corp.*		11,350		737,296
Schlumberger Ltd.		6,090		618,440
Weatherford International Ltd. - ADR*		17,650		370,650
				2,336,613
Oil, Gas & Consumable Fuels - 6.9%
Apache Corp.		6,130		532,084
Encana Corp. (Canada)		7,200		167,112
EOG Resources, Inc.		1,330		130,340
Hess Corp.		11,380		1,014,641
Peabody Energy Corp.		19,490		370,505
Range Resources Corp.		1,110		100,400
				2,315,082
Total Energy				4,651,695
Financials - 3.4%
Diversified Financial Services - 1.7%
McGraw Hill Financial, Inc.		3,400		251,362
MSCI, Inc.*		7,570		306,888
				558,250
Real Estate Investment Trusts (REITS) - 0.9%
Digital Realty Trust, Inc.		330		17,622
Weyerhaeuser Co.		9,700		289,545
				307,167
Real Estate Management & Development - 0.8%
Realogy Holdings Corp.*		6,190		260,290
Total Financials				1,125,707

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

4

Tax Managed Series

Investment Portfolio - April 30, 2014

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Health Care - 10.5%
Health Care Equipment & Supplies - 3.6%
Alere, Inc.*		12,060	$	402,804
Becton, Dickinson and Co.		3,000		339,090
Teleflex, Inc.		2,190		223,577
Volcano Corp.*		13,590		238,640
				1,204,111
Health Care Providers & Services - 1.7%
DaVita Healthcare Partners, Inc.*		3,250		225,225
Fresenius Medical Care AG & Co. KGaA (Germany)1		2,830		194,980
HCA Holdings, Inc.*		2,590		134,680
				554,885
Health Care Technology - 1.6%
Cerner Corp.*		10,320		529,416
Life Sciences Tools & Services - 1.0%
QIAGEN N.V. - ADR*		15,000		328,500
Pharmaceuticals - 2.6%
Johnson & Johnson		5,860		593,559
Sanofi - ADR (France)		5,490		295,362
				888,921
Total Health Care				3,505,833
Industrials - 8.0%
Air Freight & Logistics - 1.4%
C.H. Robinson Worldwide, Inc.		7,900		465,310
Industrial Conglomerates - 1.4%
General Electric Co.		16,880		453,903
Machinery - 3.2%
Caterpillar, Inc.		5,180		545,972
Joy Global, Inc.		5,830		352,015
Xylem, Inc.		4,900		184,191
				1,082,178
Professional Services - 0.9%
Equifax, Inc.		4,170		295,278
Trading Companies & Distributors - 1.1%
Fastenal Co.		7,320		366,586
Total Industrials				2,663,255
Information Technology - 22.3%
Communications Equipment - 5.5%
F5 Networks, Inc.*		4,190		440,662
Juniper Networks, Inc.*		13,430		331,587

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

5

Tax Managed Series

Investment Portfolio - April 30, 2014

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Communications Equipment (continued)
Palo Alto Networks, Inc.*		5,230	$	332,523
Qualcomm, Inc.		9,260		728,855
				1,833,627
Electronic Equipment, Instruments & Components - 0.4%
FLIR Systems, Inc.		3,810		129,692
Internet Software & Services - 4.8%
eBay, Inc.*		11,740		608,484
Facebook, Inc. - Class A*		10,490		627,092
Google, Inc. - Class A*		340		181,859
Google, Inc. - Class C*		340		179,064
				1,596,499
IT Services - 2.6%
Amdocs Ltd. - ADR		4,010		186,585
MasterCard, Inc. - Class A		2,900		213,295
VeriFone Systems, Inc.*		8,210		274,542
Visa, Inc. - Class A		990		200,584
				875,006
Semiconductors & Semiconductor Equipment - 1.4%
Skyworks Solutions, Inc.*		11,410		468,381
Software - 2.5%
Electronic Arts, Inc.*		9,010		254,983
Fortinet, Inc.*		20,060		440,919
Nuance Communications, Inc.*		8,020		129,042
				824,944
Technology Hardware, Storage & Peripherals - 5.1%
Apple, Inc.		1,240		731,712
EMC Corp.		38,230		986,334
				1,718,046
Total Information Technology				7,446,195
Materials - 7.1%
Chemicals - 4.0%
Monsanto Co.		4,810		532,467
The Mosaic Co.		9,800		490,392
Potash Corp. of Saskatchewan, Inc. (Canada)		8,480		306,637
				1,329,496

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

6

Tax Managed Series

Investment Portfolio - April 30, 2014

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Metals & Mining - 3.1%
Alcoa, Inc.		78,020	$	1,050,929
Total Materials				2,380,425
TOTAL COMMON STOCKS
(Identified Cost $24,561,553)				32,694,171
SHORT-TERM INVESTMENT - 0.5%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.03%
(Identified Cost $176,755)		176,755		176,755
TOTAL INVESTMENTS - 98.3%
(Identified Cost $24,738,308)				32,870,926
OTHER ASSETS, LESS LIABILITIES - 1.7%				573,788
NET ASSETS - 100%			$	33,444,714

ADR - American Depositary 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 April 30, 2014.

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.

7

Tax Managed Series

Statement of Assets and Liabilities

April 30, 2014 (unaudited)

ASSETS:
Investments, at value (identified cost $24,738,308) (Note 2)	$	32,870,926
Cash		9
Receivable for securities sold		496,734
Receivable for fund shares sold		320,500
Dividends receivable		33,685
Foreign tax reclaims receivable		17,303
Prepaid and other expenses		7,828
TOTAL ASSETS		33,746,985
LIABILITIES:
Accrued management fees (Note 3)		22,514
Accrued fund accounting and administration fees (Note 3)		7,025
Accrued transfer agent fees (Note 3)		1,982
Payable for securities purchased		244,431
Audit fees payable		20,436
Other payables and accrued expenses		5,883
TOTAL LIABILITIES		302,271
TOTAL NET ASSETS	$	33,444,714
NET ASSETS CONSIST OF:
Capital stock	$	10,467
Additional paid-in-capital		22,152,345
Undistributed net investment income		18,734
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		3,129,924
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		8,133,244
TOTAL NET ASSETS	$	33,444,714
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($33,444,714/1,046,739 shares)	$	31.95

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

8

Tax Managed Series

Statement of Operations

For the Six Months Ended April 30, 2014 (unaudited)

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $9,112)	$	227,217
EXPENSES:
Management fees (Note 3)		168,217
Fund accounting and administration fees (Note 3)		16,138
Transfer agent fees (Note 3)		4,062
Chief Compliance Officer service fees (Note 3)		1,212
Directors’ fees (Note 3)		362
Audit fees		14,836
Custodian fees		1,797
Miscellaneous		20,358
Total Expenses		226,982
Less reduction of expenses (Note 3)		(25,121	)
Net Expenses		201,861
NET INVESTMENT INCOME		25,356
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on-
Investments		3,177,047
Foreign currency and translation of other assets and liabilities		256
		3,177,303
Net change in unrealized appreciation (depreciation) on-
Investments		(283,179	)
Foreign currency and translation of other assets and liabilities		228
		(282,951	)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		2,894,352
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,919,708

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

9

Tax Managed Series

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED     10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	25,356		$	38,938
Net realized gain on investments and foreign currency		3,177,303			4,662,757
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(282,951	)		2,768,711
Net increase from operations		2,919,708			7,470,406
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(12,151	)		(53,257	)
From net realized gain on investments		(4,642,767	)		(1,176,954	)
Total distributions to shareholders		(4,654,918	)		(1,230,211	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		1,511,309			(2,347,220	)
Net increase (decrease) in net assets		(223,901	)		3,892,975
NET ASSETS:
Beginning of period		33,668,615			29,775,640
End of period (including undistributed net investment income of $18,734 and $5,529, respectively)	$	33,444,714		$	33,668,615

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

10

Tax Managed Series

Financial Highlights

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			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 period):
Net asset value - Beginning of period	$	33.95		$	27.69		$	24.96		$	25.01		$	21.32		$	18.26
Income (loss) from investment operations:
Net investment income1		0.02			0.04			0.03			0.08			0.06			0.06
Net realized and unrealized gain (loss) on investments		2.65			7.52			2.77			(0.06	)		3.67			3.11
Total from investment operations		2.67			7.56			2.80			0.02			3.73			3.17
Less distributions to shareholders:
From net investment income		(0.01	)		(0.06	)		(0.07	)		(0.07	)		(0.04	)		(0.11	)
From net realized gain on investments		(4.66	)		(1.24	)		—			—			—			—
Total distributions to shareholders		(4.67	)		(1.30	)		(0.07	)		(0.07	)		(0.04	)		(0.11	)
									��
Net asset value - End of period	$	31.95		$	33.95		$	27.69		$	24.96		$	25.01		$	21.32
Net assets - End of period (000’s omitted)	$	33,445		$	33,669		$	29,776		$	47,663		$	45,276		$	29,259
Total return2		9.07	%		28.41	%		11.28	%		0.08	%		17.50	%		17.57	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.20	%3		1.20	%		1.20	%		1.20	%		1.20	%		1.20	%
Net investment income		0.15	%3		0.13	%		0.12	%		0.29	%		0.28	%		0.31	%
Portfolio turnover		23	%		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	%		0.15	%		0.10	%		0.04	%		0.14	%		0.24	%

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

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

11

Tax Managed Series

Notes to Financial Statements

(unaudited)

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 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 April 30, 2014, 11 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.

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates fair value. Investments in open-end investment companies are valued at their net asset value per share on valuation date.

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

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

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both

12

Tax Managed Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

The following is a summary of the valuation levels used for major security types as of April 30, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	5,325,065	$	5,325,065	$	—	$	—
Consumer Staples		5,595,996		2,847,405		2,748,591		—
Energy		4,651,695		4,651,695		—		—
Financials		1,125,707		1,125,707		—		—
Health Care		3,505,833		3,310,853		194,980		—
Industrials		2,663,255		2,663,255		—		—
Information Technology		7,446,195		7,446,195		—		—
Materials		2,380,425		2,380,425		—		—
Mutual Fund		176,755		176,755		—		—
Total assets	$	32,870,926	$	29,927,355	$	2,943,571	$	—

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, 2013 or April 30, 2014.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2014.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Series is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Interest income, including amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

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

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

Foreign Currency Translation

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

13

Tax Managed Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At April 30, 2014, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

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

14

Tax Managed Series

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates (continued)

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 management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 1.20% of average daily net assets each year. Accordingly, the Advisor waived fees of $25,121 for the six months ended April 30, 2014, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series and Strategic Income Series); plus a base fee of $25,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees, by 10%, excluding out-of-pocket expenses.

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

4. Purchases and Sales of Securities

For the six months ended April 30, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $7,765,678 and $10,834,792, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Tax Managed Series were:

	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		84,286		$	2,730,574			162,031		$	4,917,681
Reinvested		152,482			4,482,970			42,834			1,174,066
Repurchased		(181,605	)		(5,702,235	)		(288,508	)		(8,438,967	)
Total		55,163		$	1,511,309			(83,643	)	$	(2,347,220	)

At April 30, 2014, one shareholder account owned 308,473 shares of the Series (29.5% of shares outstanding) valued at $9,855,700. Investment activities of this shareholder may have a material effect on the Series.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various

15

Tax Managed Series

Notes to Financial Statements (continued)

(unaudited)

6. Financial Instruments (continued)

market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of April 30, 2014.

7. Foreign Securities

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

8. Federal Income Tax Information

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2013 were as follows:

Ordinary income	$	53,257
Long-term capital gains		1,176,954

At April 30, 2014, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:

Cost for federal income tax purposes	$	24,785,666
Unrealized appreciation		8,313,094
Unrealized depreciation		(227,834	)
Net unrealized appreciation	$	8,085,260

16

Tax Managed Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 20, 2013, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2013 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 27 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

• The Board considered the performance of each Series since its inception, as well as performance over multiple time periods. Performance for one or more of the following time periods was considered as applicable to the Series’ inception date: inception, three year, five year, ten year, and current market cycle. A market cycle includes periods of both rising and falling markets. Returns for established benchmark indices for each Series were provided. In addition, the Board considered at the meeting (and considers on a quarterly basis) a peer group performance analysis consisting of Morningstar universes of mutual funds with similar investment objectives. The Board discussed the performance with representatives from the Advisor and concluded that the investment performance of each of the Fund’s Series was reasonable based on the Series’ actual performance and comparative performance, especially for those series with performance over the current market cycle.

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 18 of the 37 active Series of the Fund are currently experiencing expenses above the capped expense ratios. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

• The Board considered the fees and expenses of the various Series of the Fund. The Advisor presented the advisory fees and total expenses for each Series, including the advisory fee adjusted for any expense waivers or reimbursements (either contractual or voluntary) paid by the Advisor. The advisory fees and expense ratios of each Series were compared to an average (on both a mean and median basis) of similar funds as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the levels of its advisory fee for each Series of the Fund and as compared to the median and mean advisory fees for similar funds as listed on Morningstar. Expense ratios for every Series, except the Tax Managed Series, Pro-Blend Series Class C, and Target Series’ Class R and Class C, are lower than, or substantially similar to the Morningstar mean and median reported total expense ratio. The higher than mean and median total expense ratios for Classes C and R reflect higher distribution, marketing and shareholder service fees payable to broker-dealers through a 100bp 12b-1 fee for Class C and a 50bp 12b-1 fee for Class R. Based on their review of the information provided, the Board concluded that the fees and expenses of each Series of the Fund were reasonable on a comparative basis.

17

Tax Managed Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

• In addition to the factors described above, the Board considered the Advisor’s personnel, investment strategies, policies and procedures relating to compliance with personal securities transactions, reputation, expertise and resources in domestic and foreign financial markets. The Board concluded that these factors support the conclusion that the Advisor performs its services in a reasonable manner.

• The Board then considered economies of scale and concluded that the current fee schedule to the advisory agreement remained reasonable given the multiple uses of the Fund (for the Advisor’s discretionary investment account clients in addition to direct investors), the current profitability of the Advisor’s services to the Fund under the Agreement, the number of newly established series of the Fund and the overall size of the Fund complex.

Based on the Board’s deliberations and their evaluation of the information described above, the Board, including a majority of Directors that are not “interested persons” as defined in the Investment Company Act of 1940, concluded that the compensation under the Agreement was fair and reasonable in light of the services and expenses and such other matters as the Directors considered to be relevant in the exercise of their reasonable judgment. Accordingly, the Board approved the renewal of the Agreement. In the course of their deliberations, the Directors did not identify any particular information that was all important or controlling.

18

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

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.

MNTAX-04/14-SAR

	TARGET INCOME SERIES
	TARGET 2010 SERIES
	TARGET 2015 SERIES
	TARGET 2020 SERIES
	TARGET 2025 SERIES
	TARGET 2030 SERIES
	TARGET 2035 SERIES
	TARGET 2040 SERIES
www.manning-napier.com	TARGET 2045 SERIES
	TARGET 2050 SERIES
	TARGET 2055 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 in each class at the beginning of the period and held for the six month period (November 1, 2013 to April 30, 2014).

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                               11/1/13	ENDING  ACCOUNT VALUE                               4/30/14	EXPENSES PAID  DURING PERIOD                               11/1/13-4/30/141	ANNUALIZED  EXPENSE                               RATIO2
Target Income
Actual (Class K)	$1,000.00	$1,041.10	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,038.70	$2.78	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,042.40	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%
	BEGINNING  ACCOUNT VALUE                              11/1/13	ENDING  ACCOUNT VALUE                              4/30/14	EXPENSES PAID  DURING PERIOD                              11/1/13-4/30/141	ANNUALIZED  EXPENSE                               RATIO2
Target 2010
Actual (Class K)	$1,000.00	$1,043.00	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,041.80	$2.78	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,044.20	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

1

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                           11/1/13	ENDING  ACCOUNT VALUE                           4/30/14	EXPENSES PAID  DURING PERIOD                           11/1/13-4/30/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2015
Actual (Class K)	$1,000.00	$1,047.30	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,045.80	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,047.70	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%
	BEGINNING  ACCOUNT VALUE                           11/1/13	ENDING  ACCOUNT VALUE                           4/30/14	EXPENSES PAID  DURING PERIOD                          11/1/13-4/30/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2020
Actual (Class K)	$1,000.00	$1,052.00	$1.53	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,050.40	$2.80	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,053.20	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%
	BEGINNING  ACCOUNT VALUE                           11/1/13	ENDING  ACCOUNT VALUE                           4/30/14	EXPENSES PAID  DURING PERIOD                          11/1/13-4/30/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2025
Actual (Class K)	$1,000.00	$1,060.00	$1.53	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,058.20	$2.81	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,061.30	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

2

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                           11/1/13	ENDING  ACCOUNT VALUE                           4/30/14	EXPENSES PAID  DURING PERIOD                           11/1/13-4/30/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2030
Actual (Class K)	$1,000.00	$1,063.50	$1.53	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,062.60	$2.81	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual ( Class I)	$1,000.00	$1,065.20	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%
	BEGINNING  ACCOUNT VALUE                           11/1/13	ENDING  ACCOUNT VALUE                           4/30/14	EXPENSES PAID  DURING PERIOD                          11/1/13-4/30/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2035
Actual (Class K)	$1,000.00	$1,067.10	$1.54	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,065.00	$2.82	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,068.00	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%
	BEGINNING  ACCOUNT VALUE                           11/1/13	ENDING  ACCOUNT VALUE                           4/30/14	EXPENSES PAID  DURING PERIOD                          11/1/13-4/30/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2040
Actual (Class K)	$1,000.00	$1,070.30	$1.54	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,068.50	$2.82	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,071.30	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

3

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                               11/1/13	ENDING  ACCOUNT VALUE                               4/30/14	EXPENSES PAID  DURING PERIOD                              11/1/13-4/30/141	ANNUALIZED  EXPENSE                               RATIO2
Target 2045
Actual (Class K)	$1,000.00	$1,072.50	$1.54	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,071.00	$2.82	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,073.10	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%
	BEGINNING  ACCOUNT VALUE                               11/1/13	ENDING  ACCOUNT VALUE                               4/30/14	EXPENSES PAID  DURING PERIOD                              11/1/13-4/30/141	ANNUALIZED  EXPENSE                               RATIO2
Target 2050
Actual (Class K)	$1,000.00	$1,071.50	$1.54	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,070.70	$2.82	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,073.20	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%
	BEGINNING  ACCOUNT VALUE                               11/1/13	ENDING  ACCOUNT VALUE                               4/30/14	EXPENSES PAID  DURING PERIOD                              11/1/13-4/30/141	ANNUALIZED  EXPENSE                               RATIO2
Target 2055
Actual (Class K)	$1,000.00	$1,068.30	$1.54	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,067.00	$2.82	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,069.50	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	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 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Class’ total returns would have been lower had certain expenses not been reimbursed during the period.

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.

4

Portfolio Composition as of April 30, 2014 - Asset Allocation¹

(unaudited)

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.

5

Portfolio Composition as of April 30, 2014 - Asset Allocation¹

(unaudited)

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.

6

Investment Portfolios - April 30, 2014

(unaudited)

TARGET INCOME SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Conservative Term Series - Class I		6,927,057	$	76,959,607
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $73,413,754)				76,959,607
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(16,337	)
NET ASSETS - 100%			$	76,943,270
TARGET 2010 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Conservative Term Series - Class I		3,594,589	$	39,935,883
Manning & Napier Pro-Blend® Moderate Term Series - Class I		871,952		9,922,810
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $47,918,874)				49,858,693
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(8,373	)
NET ASSETS - 100%			$	49,850,320
TARGET 2015 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Extended Term Series - Class I		38,174	$	429,076
Manning & Napier Pro-Blend® Moderate Term Series - Class I		714,948		8,136,109
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $8,379,609)				8,565,185
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(1,219	)
NET ASSETS - 100%			$	8,563,966

*Less than 0.1%.

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

7

Investment Portfolios - April 30, 2014

(unaudited)

TARGET 2020 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Extended Term Series - Class I		6,488,227	$	72,927,668
Manning & Napier Pro-Blend® Moderate Term Series - Class I		9,579,617		109,016,042
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $170,774,069)				181,943,710
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(36,161	)
NET ASSETS - 100%			$	181,907,549
TARGET 2025 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Extended Term Series - Class I		1,547,110	$	17,389,516
Manning & Napier Pro-Blend® Maximum Term Series - Class I		73,515		908,649
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $17,889,686)				18,298,165
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(5,040	)
NET ASSETS - 100%			$	18,293,125
TARGET 2030 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Extended Term Series - Class I		12,010,897	$	135,002,482
Manning & Napier Pro-Blend® Maximum Term Series - Class I		4,661,242		57,612,954
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $176,508,514)				192,615,436
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(23,231	)
NET ASSETS - 100%			$	192,592,205

*Less than 0.1%.

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

8

Investment Portfolios - April 30, 2014

(unaudited)

TARGET 2035 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Extended Term Series - Class I		524,730	$	5,897,967
Manning & Napier Pro-Blend® Maximum Term Series - Class I		581,874		7,191,963
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $12,796,354)				13,089,930
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(2,860	)
NET ASSETS - 100%			$	13,087,070
TARGET 2040 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Extended Term Series - Class I		2,234,714	$	25,118,189
Manning & Napier Pro-Blend® Maximum Term Series - Class I		8,092,733		100,026,183
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $114,508,513)				125,144,372
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(23,576	)
NET ASSETS - 100%			$	125,120,796
TARGET 2045 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Maximum Term Series - Class I		435,437	$	5,381,999
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $5,309,305)				5,381,999
OTHER ASSETS, LESS LIABILITIES - 0.0%*				398
NET ASSETS - 100%			$	5,382,397

*Less than 0.1%.

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

9

Investment Portfolios - April 30, 2014

(unaudited)

TARGET 2050 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Maximum Term Series - Class I		4,711,702	$	58,236,636
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $51,720,080)				58,236,636
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(9,253	)
NET ASSETS - 100%			$	58,227,383
TARGET 2055 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 99.9%
Manning & Napier Pro-Blend® Maximum Term Series - Class I		222,852	$	2,754,446
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $2,761,093)				2,754,446
OTHER ASSETS, LESS LIABILITIES - 0.1%				2,054
NET ASSETS - 100%			$	2,756,500

*Less than 0.1%.

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

10

Statements of Assets and Liabilities

April 30, 2014 (unaudited)

	TARGET INCOME			TARGET 2010			TARGET 2015			TARGET 2020			TARGET 2025			TARGET 2030
ASSETS:
Total investments in Underlying Series:
At value*	$	76,959,607		$	49,858,693		$	8,565,185		$	181,943,710		$	18,298,165		$	192,615,436
Receivable from Advisor (Note 3)		7,592			8,509			37,583			4,978			38,920			4,616
Receivable for shares of Underlying Series sold		—			332,617			—			216,198			51,174			1,088,219
Receivable for fund shares sold		7,919			6,480			1,375			105,263			9,551			63,441
Prepaid expenses		22,542			22,598			—			23,750			109			24,245
TOTAL ASSETS		76,997,660			50,228,897			8,604,143			182,293,899			18,397,919			193,795,957
LIABILITIES:
Accrued distribution and service (Rule 12b-1) fees (Note 3)		16,015			8,344			1,318			32,294			2,489			35,449
Accrued fund accounting and administration fees (Note 3)		12,435			12,312			17,581			13,060			22,875			13,092
Accrued transfer agent fees (Note 3)		2,062			1,951			1,101			2,528			1,198			2,082
Accrued Chief Compliance Officer service fees (Note 3)		—			—			82			—			82			—
Accrued Directors’ fees (Note 3)		421			361			7			1,302			—			1,025
Audit fees payable		13,082			13,126			10,881			12,837			10,864			12,812
Payable for shares of Underlying Series purchased		6,287			—			1,346			—			—			—
Payable for fund shares repurchased		1,632			339,049			29			320,291			60,090			1,136,187
Accrued Registration and filing fees		—			—			4,633			—			4,437			—
Other payables and accrued expenses		2,456			3,434			3,199			4,038			2,759			3,105
TOTAL LIABILITIES		54,390			378,577			40,177			386,350			104,794			1,203,752
TOTAL NET ASSETS	$	76,943,270		$	49,850,320		$	8,563,966		$	181,907,549		$	18,293,125		$	192,592,205
NET ASSETS CONSIST OF:
Capital stock		71,626			48,500			7,110			170,084			14,194			168,727
Additional paid-in-capital		69,152,384			45,058,189			8,103,991			158,991,329			16,998,031			159,651,262
Undistributed net investment loss		(823,732	)		(584,788	)		(60,382	)		(2,454,141	)		(190,517	)		(4,254,700	)
Accumulated net realized gain on Underlying Series		4,997,139			3,388,600			327,671			14,030,636			1,062,938			20,919,994
Net unrealized appreciation on Underlying Series		3,545,853			1,939,819			185,576			11,169,641			408,479			16,106,922
TOTAL NET ASSETS	$	76,943,270		$	49,850,320		$	8,563,966		$	181,907,549		$	18,293,125		$	192,592,205
Class K
Net Assets	$	52,205,581		$	30,810,610		$	3,338,501		$	93,333,899		$	6,609,610		$	111,725,980
Shares Outstanding		4,852,443			2,998,645			277,548			8,716,919			512,267			9,794,547
Net Asset Value, Offering Price, and Redemption Price per share	$	10.76		$	10.27		$	12.03		$	10.71		$	12.90		$	11.41
Class R
Net Assets	$	13,314,818		$	5,044,202		$	1,604,330		$	33,017,223		$	2,701,639		$	31,737,574
Shares Outstanding		1,252,136			495,274			133,264			3,123,332			209,032			2,804,569
Net Asset Value, Offering Price, and Redemption Price per share	$	10.63		$	10.18		$	12.04		$	10.57		$	12.92		$	11.32
Class I
Net Assets	$	11,422,871		$	13,995,508		$	3,621,135		$	55,556,427		$	8,981,876		$	49,128,651
Shares Outstanding		1,058,012			1,356,061			300,194			5,168,120			698,052			4,273,629
Net Asset Value, Offering Price, and Redemption Price per share	$	10.80		$	10.32		$	12.06		$	10.75		$	12.87		$	11.50
*At identified cost	$	73,413,754		$	47,918,874		$	8,379,609		$	170,774,069		$	17,889,686		$	176,508,514

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

11

Statements of Assets and Liabilities

April 30, 2014 (unaudited)

	TARGET 2035			TARGET 2040			TARGET 2045			TARGET 2050			TARGET 2055
ASSETS:
Total investments in Underlying Series:
At value*	$	13,089,930		$	125,144,372		$	5,381,999		$	58,236,636		$	2,754,446
Receivable from Advisor (Note 3)		40,846			6,347			43,736			8,327			45,269
Receivable for shares of Underlying Series sold		26,784			1,549,336			—			221,439			—
Receivable for fund shares sold		2,755			50,460			4,559			34,146			457
Prepaid expenses		43			23,053			10			22,788			—
TOTAL ASSETS		13,160,358			126,773,568			5,430,304			58,523,336			2,800,172
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		22,851			12,709			22,845			12,307			22,832
Accrued distribution and service (Rule 12b-1) fees (Note 3)		1,621			23,411			1,085			11,076			387
Accrued transfer agent fees (Note 3)		1,145			2,010			1,146			1,784			1,075
Accrued Chief Compliance Officer service fees (Note 3)		82			—			82			—			82
Accrued Directors’ fees (Note 3)		—			698			—			46			22
Payable for fund shares repurchased		29,424			1,598,054			11			255,403			5
Audit fees payable		10,874			12,957			10,886			13,091			10,892
Accrued Registration and filing fees		4,236			—			4,582			—			4,928
Payable for shares of Underlying Series purchased		—			—			4,499			—			388
Other payables and accrued expenses		3,055			2,933			2,771			2,246			3,061
TOTAL LIABILITIES		73,288			1,652,772			47,907			295,953			43,672
TOTAL NET ASSETS	$	13,087,070		$	125,120,796		$	5,382,397		$	58,227,383		$	2,756,500
NET ASSETS CONSIST OF:
Capital stock		9,638			101,369			3,815			42,987			2,002
Additional paid-in-capital		12,068,929			98,812,117			4,986,503			45,642,347			2,704,252
Undistributed net investment loss		(211,331	)		(4,048,864	)		(93,474	)		(1,956,508	)		(25,070	)
Accumulated net realized gain on Underlying Series		926,258			19,620,315			412,859			7,982,001			81,963
Net unrealized appreciation/(depreciation) on Underlying Series		293,576			10,635,859			72,694			6,516,556			(6,647	)
TOTAL NET ASSETS	$	13,087,070		$	125,120,796		$	5,382,397		$	58,227,383		$	2,756,500
Class K
Net Assets	$	4,432,107		$	81,624,932		$	2,438,718		$	43,247,524		$	2,080,259
Shares Outstanding		326,896			6,615,169			172,758			3,193,883			151,255
Net Asset Value, Offering Price, and Redemption Price per share	$	13.56		$	12.34		$	14.12		$	13.54		$	13.75
Class R
Net Assets	$	1,795,434		$	17,104,075		$	1,356,765		$	5,976,022		$	118,986
Shares Outstanding		132,185			1,395,580			96,539			444,330			8,713
Net Asset Value, Offering Price, and Redemption Price per share	$	13.58		$	12.26		$	14.05		$	13.45		$	13.66
Class I
Net Assets	$	6,859,529		$	26,391,789		$	1,586,914		$	9,003,837		$	557,255
Shares Outstanding		504,669			2,126,168			112,250			660,505			40,236
Net Asset Value, Offering Price, and Redemption Price per share	$	13.59		$	12.41		$	14.14		$	13.63		$	13.85
*At identified cost	$	12,796,354		$	114,508,513		$	5,309,305		$	51,720,080		$	2,761,093

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

12

Statements of Operations

For the Six Months Ended April 30, 2014 (unaudited)

	TARGET INCOME			TARGET 2010			TARGET 2015			TARGET 2020			TARGET 2025			TARGET 2030
INVESTMENT INCOME:
Income distributions from Underlying Series	$	858,402		$	505,180		$	35,297		$	1,422,413		$	85,350		$	1,174,194
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		60,596			37,184			2,331			107,606			4,208			124,695
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)		3,152			2,879			—			11,006			1,502			8,980
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		33,084			12,409			3,228			77,443			5,638			72,934
Fund accounting and administration fees (Note 3)		22,666			22,427			19,123			23,905			21,778			23,951
Transfer agent fees (Note 3)		4,313			3,931			3,013			5,540			3,175			5,808
Chief Compliance Officer service fees (Note 3)		1,212			1,212			1,212			1,212			1,212			1,212
Directors’ fees (Note 3)		665			541			22			1,684			45			1,647
Registration and filing fees		23,044			22,925			19,962			24,714			19,966			24,550
Audit fees		8,878			8,865			8,713			8,971			8,713			8,968
Legal fees		123			101			5			335			12			330
Custodian fees		868			1,720			1,428			1,724			1,441			1,724
Miscellaneous		4,763			4,111			1,490			8,743			1,587			8,875
Total Expenses		163,364			118,305			60,527			272,883			69,277			283,674
Less reduction of expenses (Note 3)		(48,305	)		(53,440	)		(53,330	)		(32,015	)		(54,264	)		(30,851	)
Net Expenses		115,059			64,865			7,197			240,868			15,013			252,823
NET INVESTMENT INCOME		743,343			440,315			28,100			1,181,545			70,337			921,371
REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES:
Net realized gain on Underlying Series		1,252,156			736,237			61,176			2,042,954			122,497			2,907,070
Distributions of realized gains from Underlying Series		3,747,734			2,655,429			266,537			12,116,606			940,635			18,426,813
Net change in unrealized depreciation on Underlying Series		(2,792,539	)		(1,718,293	)		(39,734	)		(6,134,193	)		(250,645	)		(10,695,496	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		2,207,351			1,673,373			287,979			8,025,367			812,487			10,638,387
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,950,694		$	2,113,688		$	316,079		$	9,206,912		$	882,824		$	11,559,758

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

13

Statements of Operations

For the Six Months Ended April 30, 2014 (unaudited)

	TARGET 2035			TARGET 2040			TARGET 2045			TARGET 2050			TARGET 2055
INVESTMENT INCOME:
Income distributions from Underlying Series	$	37,553		$	452,088		$	7,518		$	161,661		$	2,061
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		3,046			91,624			1,901			48,939			570
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)		144			4,095			1,392			4,267			3
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		3,581			41,014			2,304			13,444			220
Fund accounting and administration fees (Note 3)		21,725			23,193			21,644			22,416			21,609
Transfer agent fees (Note 3)		3,114			4,825			3,138			4,689			2,984
Chief Compliance Officer service fees (Note 3)		1,212			1,212			1,212			1,212			1,212
Directors’ fees (Note 3)		34			1,071			8			444			2
Registration and filing fees		19,765			23,634			19,912			23,090			19,657
Audit fees		8,713			8,914			8,713			8,851			8,713
Legal fees		9			210			2			85			2
Custodian fees		1,439			1,724			696			866			645
Miscellaneous		1,616			6,470			1,608			4,742			1,479
Total Expenses		64,398			207,986			62,530			133,045			57,096
Less reduction of expenses (Note 3)		(55,126	)		(41,326	)		(55,912	)		(52,891	)		(56,065	)
Net Expenses		9,272			166,660			6,618			80,154			1,031
NET INVESTMENT INCOME		28,281			285,428			900			81,507			1,030
REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES:
Net realized gain (loss) on Underlying Series		88,554			4,519,782			83,794			907,143			(8,086	)
Distributions of realized gains from Underlying Series		837,793			15,101,407			329,077			7,076,515			90,194
Net change in unrealized depreciation on Underlying Series		(288,242	)		(11,660,201	)		(128,036	)		(4,256,593	)		(27,004	)
NET REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES		638,105			7,960,988			284,835			3,727,065			55,104
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	666,386		$	8,246,416		$	285,735		$	3,808,572		$	56,134

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

14

Statements of Changes in Net Assets

	TARGET INCOME FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13			TARGET 2010 FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13			TARGET 2015 FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	743,343		$	985,895		$	440,315		$	680,462		$	28,100		$	23,211
Net realized gain on Underlying Series		1,252,156			1,571,377			736,237			801,575			61,176			37,989
Distributions of realized gains from Underlying Series		3,747,734			1,506,602			2,655,429			1,309,091			266,537			84
Net change in unrealized appreciation/(depreciation) on Underlying Series		(2,792,539	)		605,343			(1,718,293	)		1,949,056			(39,734	)		225,276
Net increase from operations		2,950,694			4,669,217			2,113,688			4,740,184			316,079			286,560
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(1,053,898	)		(1,027,970	)		(619,087	)		(551,988	)		(18,486	)		(5,261	)
From net investment income (Class R)		(281,278	)		(70,541	)		(97,697	)		(80,517	)		(20,693	)		(1,446	)
From net investment income (Class C)		(21,877	)		(15,052	)		(17,249	)		(15,758	)		(2	)		—
From net investment income (Class I)		(265,693	)		(170,895	)		(339,261	)		(276,764	)		(52,278	)		(13,541	)
From net realized gain on investments (Class K)		(1,819,428	)		(1,790,580	)		(1,089,187	)		(893,245	)		(7,981	)		—
From net realized gain on investments (Class R)		(505,007	)		(146,039	)		(184,407	)		(154,363	)		(9,202	)		—
From net realized gain on investments (Class C)		(45,467	)		(40,660	)		(39,257	)		(44,459	)		(1	)		—
From net realized gain on investments (Class I)		(432,506	)		(241,175	)		(560,834	)		(393,718	)		(20,916	)		—
Total distributions to shareholders		(4,425,154	)		(3,502,912	)		(2,946,979	)		(2,410,812	)		(129,559	)		(20,248	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		4,788,588			15,365,341			(885,109	)		3,875,933			2,723,728			5,385,487
Net increase (decrease) in net assets		3,314,128			16,531,646			(1,718,400	)		6,205,305			2,910,248			5,651,799
NET ASSETS:
Beginning of period		73,629,142			57,097,496			51,568,720			45,363,415			5,653,718			1,919
End of period1	$	76,943,270		$	73,629,142		$	49,850,320		$	51,568,720		$	8,563,966		$	5,653,718
1 Including undistributed net investment income (distributions in excess of net investment income):
	$	(823,732	)	$	55,670		$	(584,788	)	$	48,191		$	(60,382	)	$	2,977

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

15

Statements of Changes in Net Assets

	TARGET 2020 FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13			TARGET 2025 FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13			TARGET 2030 FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,181,545		$	1,869,623		$	70,337		$	44,902		$	921,371		$	1,436,230
Net realized gain on Underlying Series		2,042,954			2,390,347			122,497			36,657			2,907,070			1,371,264
Distributions of realized gains from Underlying Series		12,116,606			5,325,570			940,635			2,173			18,426,813			5,135,966
Net change in unrealized appreciation/(depreciation) on Underlying Series		(6,134,193	)		12,707,860			(250,645	)		656,686			(10,695,496	)		20,531,082
Net increase from operations		9,206,912			22,293,400			882,824			740,418			11,559,758			28,474,542
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(1,686,699	)		(1,414,259	)		(19,407	)		(2,961	)		(2,643,242	)		(1,072,641	)
From net investment income (Class R)		(584,244	)		(350,392	)		(43,030	)		(1,291	)		(750,219	)		(245,172	)
From net investment income (Class C)		(58,854	)		(50,975	)		(11,088	)		(1,380	)		(73,376	)		(22,710	)
From net investment income (Class I)		(1,438,106	)		(1,011,041	)		(194,194	)		(32,739	)		(1,810,832	)		(739,268	)
From net realized gain on investments (Class K)		(3,058,836	)		(2,423,692	)		(2,858	)		—			(2,954,941	)		(2,382,147	)
From net realized gain on investments (Class R)		(1,125,718	)		(692,644	)		(6,548	)		—			(877,958	)		(659,561	)
From net realized gain on investments (Class C)		(135,011	)		(144,273	)		(1,961	)		—			(95,570	)		(94,494	)
From net realized gain on investments (Class I)		(2,449,372	)		(1,431,757	)		(27,313	)		—			(1,937,699	)		(1,326,395	)
Total distributions to shareholders		(10,536,840	)		(7,519,033	)		(306,399	)		(38,371	)		(11,143,837	)		(6,542,388	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		(4,303,967	)		43,056,205			5,518,230			11,448,349			5,795,953			37,685,103
Net increase (decrease) in net assets		(5,633,895	)		57,830,572			6,094,655			12,150,396			6,211,874			59,617,257
NET ASSETS:
Beginning of period		187,541,444			129,710,872			12,198,470			48,074			186,380,331			126,763,074
End of period1	$	181,907,549		$	187,541,444		$	18,293,125		$	12,198,470		$	192,592,205		$	186,380,331
1 Including undistributed net investment income (distributions in excess of net investment income):
	$	(2,454,141	)	$	132,217		$	(190,517	)	$	6,866		$	(4,254,700	)	$	101,598

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

16

Statements of Changes in Net Assets

	TARGET 2035 FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13			TARGET 2040 FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13			TARGET 2045 FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	28,281		$	25,297		$	285,428		$	497,575		$	900		$	2,536
Net realized gain on Underlying Series		88,554			54,240			4,519,782			2,253,454			83,794			12,629
Distributions of realized gains from Underlying Series		837,793			2,191			15,101,407			2,590,479			329,077			486
Net change in unrealized appreciation (depreciation) on Underlying Series		(288,242	)		582,026			(11,660,201	)		16,567,825			(128,036	)		200,938
Net increase from operations		666,386			663,754			8,246,416			21,909,333			285,735			216,589
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(20,294	)		(1,620	)		(2,511,633	)		(336,191	)		(14,748	)		(224	)
From net investment income (Class R)		(40,851	)		(1,871	)		(572,489	)		(36,913	)		(22,668	)		(658	)
From net investment income (Class C)		(1,555	)		(137	)		(45,589	)		(1,132	)		(17,240	)		(236	)
From net investment income (Class I)		(181,088	)		(17,671	)		(1,232,127	)		(195,310	)		(39,718	)		(1,504	)
From net realized gain on investments (Class K)		(4,760	)		—			(2,760,808	)		(1,220,050	)		(1,996	)		—
From net realized gain on investments (Class R)		(9,936	)		—			(651,349	)		(262,386	)		(3,219	)		—
From net realized gain on investments (Class C)		(436	)		—			(56,111	)		(25,039	)		(2,543	)		—
From net realized gain on investments (Class I)		(41,207	)		—			(1,308,595	)		(483,436	)		(5,276	)		—
Total distributions to shareholders		(300,127	)		(21,299	)		(9,138,701	)		(2,560,457	)		(107,408	)		(2,622	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)		4,693,052			7,367,238			7,540,452			14,796,016			1,917,459			3,057,612
Net increase in net assets		5,059,311			8,009,693			6,648,167			34,144,892			2,095,786			3,271,579
NET ASSETS:
Beginning of period		8,027,759			18,066			118,472,629			84,327,737			3,286,611			15,032
End of period1	$	13,087,070		$	8,027,759		$	125,120,796		$	118,472,629		$	5,382,397		$	3,286,611
1 Including undistributed net investment income (distributions in excess of net investment income):	$	(211,331	)	$	4,176		$	(4,048,864	)	$	27,546		$	(93,474	)	$	—

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

17

Statements of Changes in Net Assets

	TARGET 2050 FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13			TARGET 2055 FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	81,507		$	147,114		$	1,030		$	(293	)
Net realized gain on Underlying Series		907,143			469,877			(8,086	)		22,963
Distributions of realized gains from Underlying Series		7,076,515			982,607			90,194			19
Net change in unrealized appreciation/(depreciation) on Underlying Series		(4,256,593	)		7,883,077			(27,004	)		20,309
Net increase from operations		3,808,572			9,482,675			56,134			42,998
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(1,449,941	)		(112,230	)		(9,471	)		—
From net investment income (Class R)		(195,638	)		(6,865	)		(2,854	)		—
From net investment income (Class C)		(49,327	)		—			(33	)		—
From net investment income (Class I)		(346,564	)		(31,572	)		(13,742	)		—
From net realized gain on investments (Class K)		(1,030,737	)		(81,536	)		(8,364	)		—
From net realized gain on investments (Class R)		(143,563	)		(10,793	)		(2,577	)		—
From net realized gain on investments (Class C)		(39,039	)		(3,533	)		(32	)		—
From net realized gain on investments (Class I)		(238,679	)		(13,563	)		(11,860	)		—
Total distributions to shareholders		(3,493,488	)		(260,092	)		(48,933	)		—
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)		5,847,874			9,544,226			2,123,644			582,008
Net increase in net assets		6,162,958			18,766,809			2,130,845			625,006
NET ASSETS:
Beginning of period		52,064,425			33,297,616			625,655			649
End of period1	$	58,227,383		$	52,064,425		$	2,756,500		$	625,655
1 Including undistributed net investment income (distributions in excess of net investment income):	$	(1,956,508	)	$	3,455		$	(25,070	)	$	—

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

18

Financial Highlights

	FOR THE SIX
TARGET INCOME SERIES CLASS K	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	11.00		$	10.86		$	10.86		$	11.02		$	10.13		$	9.30
Income from investment operations:
Net investment income1		0.11			0.18			0.22			0.23			0.19			0.03
Net realized and unrealized gain on Underlying Series		0.31			0.63			0.48			0.06			0.92			1.04
Total from investment operations		0.42			0.81			0.70			0.29			1.11			1.07
Less distributions to shareholders:
From net investment income		(0.24	)		(0.24	)		(0.25	)		(0.33	)		(0.19	)		(0.24	)
From net realized gain on investments		(0.42	)		(0.43	)		(0.45	)		(0.12	)		(0.03	)		—
Total distributions to shareholders		(0.66	)		(0.67	)		(0.70	)		(0.45	)		(0.22	)		(0.24	)
Net asset value - End of period	$	10.76		$	11.00		$	10.86		$	10.86		$	11.02		$	10.13
Net assets - End of period (000’s omitted)	$	52,205		$	47,676		$	45,926		$	44,682		$	46,886		$	42,116
Total return2		4.11	%		7.83	%		6.98	%		2.77	%		11.22	%		11.80	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%3,4		0.30	%4		0.30	%5		0.30	%6		0.28	%7,8		0.30	%7
Net investment income		2.00	%3		1.69	%		2.07	%		2.11	%		1.83	%		0.31	%
Series portfolio turnover9		10	%		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:
		0.13	%3		0.16	%4		0.20	%5		0.22	%6		0.25	%7		0.41	%7
	FOR THE SIX
TARGET IN COME SERIES CLASS R	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	10.89		$	10.76		$	10.77		$	10.93		$	10.08		$	9.29
Income (loss) from investment operations:
Net investment income (loss)1		0.09			0.07			0.09			0.16			0.09			(0.05	)
Net realized and unrealized gain on Underlying Series		0.31			0.70			0.58			0.10			0.99			1.09
Total from investment operations		0.40			0.77			0.67			0.26			1.08			1.04
Less distributions to shareholders:
From net investment income		(0.24	)		(0.21	)		(0.23	)		(0.30	)		(0.20	)		(0.25	)
From net realized gain on investments		(0.42	)		(0.43	)		(0.45	)		(0.12	)		(0.03	)		—
Total distributions to shareholders		(0.66	)		(0.64	)		(0.68	)		(0.42	)		(0.23	)		(0.25	)
Net asset value - End of period	$	10.63		$	10.89		$	10.76		$	10.77		$	10.93		$	10.08
Net assets - End of period (000’s omitted)	$	13,315		$	13,475		$	3,853		$	553		$	347		$	54
Total return2		3.87	%		7.52	%		6.77	%		2.50	%		10.97	%		11.44	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%3,4		0.55	%4		0.55	%5		0.55	%6		0.54	%7,8		0.55	%7
Net investment income (loss)		1.76	%3		0.66	%		0.84	%		1.47	%		0.81	%		(0.51	%)
Series portfolio turnover9		10	%		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:
		0.13	%3		0.14	%4		0.20	%5		0.22	%6		0.37	%7		169.34	%7

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.67%.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.68%.

⁶Expense 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%.

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.

19

Financial Highlights

	FOR THE SIX
TARGET INCOME SERIES CLASS I	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	11.04		$	10.90		$	10.89		$	11.05		$	10.17		$	9.32
Income from investment operations:
Net investment income1		0.13			0.19			0.24			0.07			0.19			0.06
Net realized and unrealized gain on Underlying Series		0.31			0.65			0.50			0.25			0.94			1.04
Total from investment operations		0.44			0.84			0.74			0.32			1.13			1.10
Less distributions to shareholders:
From net investment income		(0.26	)		(0.27	)		(0.28	)		(0.36	)		(0.22	)		(0.25	)
From net realized gain on investments		(0.42	)		(0.43	)		(0.45	)		(0.12	)		(0.03	)		—
Total distributions to shareholders		(0.68	)		(0.70	)		(0.73	)		(0.48	)		(0.25	)		(0.25	)
Net asset value - End of period	$	10.80		$	11.04		$	10.90		$	10.89		$	11.05		$	10.17
Net assets - End of period (000’s omitted)	$	11,423		$	11,271		$	6,300		$	4,068		$	298		$	58
Total return2		4.24	%		8.09	%		7.34	%		3.00	%		11.44	%		12.06	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%3,4		0.05	%4		0.05	%5		0.05	%6		0.05	%7		0.05	%7
Net investment income		2.50	%3		1.76	%		2.30	%		0.68	%		1.85	%		0.66	%
Series portfolio turnover8		10	%		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:
		0.13	%3		0.16	%4		0.20	%5		0.23	%6		0.33	%7		54.69	%7

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.67%.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.68%.

⁶Expense 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.

20

Financial Highlights

	FOR THE SIX
TARGET 2010 SERIES CLASS K	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	10.45		$	10.00		$	10.56		$	10.64		$	9.58		$	8.61
Income from investment operations:
Net investment income1		0.08			0.14			0.18			0.20			0.12			0.02
Net realized and unrealized gain on Underlying Series		0.35			0.84			0.48			0.10			1.10			1.15
Total from investment operations		0.43			0.98			0.66			0.30			1.22			1.17
Less distributions to shareholders:
From net investment income		(0.22	)		(0.20	)		(0.25	)		(0.18	)		(0.14	)		(0.20	)
From net realized gain on investments		(0.39	)		(0.33	)		(0.97	)		(0.20	)		(0.02	)		—
Total distributions to shareholders		(0.61	)		(0.53	)		(1.22	)		(0.38	)		(0.16	)		(0.20	)
Net asset value - End of period	$	10.27		$	10.45		$	10.00		$	10.56		$	10.64		$	9.58
Net assets - End of period (000’s omitted)	$	30,811		$	29,949		$	27,086		$	23,653		$	27,904		$	15,782
Total return2		4.30	%		10.20	%		7.39	%		2.97	%		12.85	%		13.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%3,4		0.30	%4		0.30	%5		0.30	%6		0.29	%7,8		0.30	%9
Net investment income		1.68	%3		1.39	%		1.85	%		1.84	%		1.20	%		0.19	%
Series portfolio turnover10		34	%		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		0.21	%4		0.27	%5		0.30	%6		0.42	%7		1.31	%9
	FOR THE SIX
TARGET 2010 SERIES CLASS R	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	10.36		$	9.92		$	10.48		$	10.57		$	9.54		$	8.61
Income (loss) from investment operations:
Net investment income (loss)1		0.07			0.11			0.16			0.14			0.12			(0.05	)
Net realized and unrealized gain on Underlying Series		0.34			0.83			0.48			0.13			1.07			1.18
Total from investment operations		0.41			0.94			0.64			0.27			1.19			1.13
Less distributions to shareholders:
From net investment income		(0.20	)		(0.17	)		(0.23	)		(0.16	)		(0.14	)		(0.20	)
From net realized gain on investments		(0.39	)		(0.33	)		(0.97	)		(0.20	)		(0.02	)		—
Total distributions to shareholders		(0.59	)		(0.50	)		(1.20	)		(0.36	)		(0.16	)		(0.20	)
Net asset value - End of period	$	10.18		$	10.36		$	9.92		$	10.48		$	10.57		$	9.54
Net assets - End of period (000’s omitted)	$	5,044		$	5,246		$	4,793		$	4,885		$	3,655		$	284
Total return2		4.18	%		9.84	%		7.21	%		2.67	%		12.64	%		13.54	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%3,4		0.55	%4		0.55	%5		0.55	%6		0.52	%7,8		0.55	%9
Net investment income (loss)		1.41	%3		1.11	%		1.65	%		1.32	%		1.16	%		(0.55	%)
Series portfolio turnover10		34	%		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		0.21	%4		0.27	%5		0.31	%6		0.41	%7		25.36	%9

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Expense 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.

⁵Expense 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.

⁶Expense 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.

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%.

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.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85%.

¹⁰Reflects 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.

21

Financial Highlights

	FOR THE SIX
TARGET 2010 SERIES CLASS I	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	10.50		$	10.04		$	10.60		$	10.68		$	9.62		$	8.63
Income from investment operations:
Net investment income1		0.11			0.16			0.21			0.08			0.14			0.07
Net realized and unrealized gain on Underlying Series		0.33			0.85			0.48			0.25			1.10			1.12
Total from investment operations		0.44			1.01			0.69			0.33			1.24			1.19
Less distributions to shareholders:
From net investment income		(0.23	)		(0.22	)		(0.28	)		(0.21	)		(0.16	)		(0.20	)
From net realized gain on investments		(0.39	)		(0.33	)		(0.97	)		(0.20	)		(0.02	)		—
Total distributions to shareholders		(0.62	)		(0.55	)		(1.25	)		(0.41	)		(0.18	)		(0.20	)
Net asset value - End of period	$	10.32		$	10.50		$	10.04		$	10.60		$	10.68		$	9.62
Net assets - End of period (000’s omitted)	$	13,995		$	15,305		$	12,026		$	9,966		$	1,465		$	469
Total return2		4.42	%		10.53	%		7.67	%		3.20	%		13.10	%		14.23	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%3,4		0.05	%4		0.05	%5		0.05	%6		0.05	%7		0.05	%8
Net investment income		2.07	%3		1.57	%		2.16	%		0.81	%		1.44	%		0.83	%
Series portfolio turnover9		34	%		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		0.21	%4		0.27	%5		0.32	%6		0.43	%7		8.26	%8

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Expense 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.

⁵Expense 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.

⁶Expense 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.

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%.

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.

22

Financial Highlights

	FOR THE SIX
TARGET 2015 SERIES CLASS K	MONTHS ENDED
	4/30/14			FOR THE YEAR ENDED			FOR THE PERIOD
	(UNAUDITED)			10/31/13			6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.79		$	10.59		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.03			0.15			(0.01	)
Net realized and unrealized gain on Underlying Series		0.51			1.25			0.60
Total from investment operations		0.54			1.40			0.59
Less distributions to shareholders:
From net investment income		(0.21	)		(0.20	)		—
From net realized gain on investments		(0.09	)		—			—
Total distributions to shareholders		(0.30	)		(0.20	)		—
Net asset value - End of period	$	12.03		$	11.79		$	10.59
Net assets - End of period (000’s omitted)	$	3,339		$	1,019		$	1,498	3
Total return4		4.73	%		13.45	%		5.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%5,6		0.30	%6		0.30	%5,7
Net investment income (loss)		0.52	%5		1.34	%		(0.30	%)5
Series portfolio turnover8		38	%		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:
		1.56	%5		6.06	%6		9,646	%5,7,10
	FOR THE SIX
TARGET 2015 SERIES CLASS R	MONTHS ENDED
	4/30/14			FOR THE YEAR ENDED			FOR THE PERIOD
	(UNAUDITED)			10/31/13			6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.81		$	10.59		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.04			0.01			(0.02	)
Net realized and unrealized gain on Underlying Series		0.49			1.39			0.61
Total from investment operations		0.53			1.40			0.59
Less distributions to shareholders:
From net investment income		(0.21	)		(0.18	)		—
From net realized gain on investments		(0.09	)		—			—
Total distributions to shareholders		(0.30	)		(0.18	)		—
Net asset value - End of period	$	12.04		$	11.81		$	10.59
Net assets - End of period (000’s omitted)	$	1,604		$	1,015		$	106	3
Total return4		4.58	%		13.36	%		5.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%5,6		0.55	%6		0.55	%5,7
Net investment income (loss)		0.64	%5		0.11	%		(0.55	%)5
Series portfolio turnover8		38	%		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:
		1.66	%5		3.45	%6		10,644	%5,7,10

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.

⁵Annualized.

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^® Moderate Term Series - Class I and 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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.

23

Financial Highlights

	FOR THE SIX
TARGET 2015 SERIES CLASS I	MONTHS ENDED
	4/30/14			FOR THE YEAR ENDED			FOR THE PERIOD
	(UNAUDITED)			10/31/13			6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.83		$	10.61		$	10.00
Income from investment operations:
Net investment income2		0.07			0.11			—	3
Net realized and unrealized gain on Underlying Series		0.48			1.32			0.61
Total from investment operations		0.55			1.43			0.61
Less distributions to shareholders:
From net investment income		(0.23	)		(0.21	)		—
From net realized gain on investments		(0.09	)		—			—
Total distributions to shareholders		(0.32	)		(0.21	)		—
Net asset value - End of period	$	12.06		$	11.83		$	10.61
Net assets - End of period (000’s omitted)	$	3,621		$	3,619		$	209	4
Total return5		4.77	%		13.71	%		6.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%6,7		0.05	%7		0.05	%6,8
Net investment income (loss)		1.13	%6		1.01	%		(0.05	%)6
Series portfolio turnover9		38	%		50	%		—	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:
		1.65	%6		4.09	%7		9,682	%6,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

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.

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.81% 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 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.

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.

24

Financial Highlights

	FOR THE SIX
TARGET 2020 SERIES CLASS K	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	10.79		$	9.89		$	10.12		$	10.33		$	9.16		$	8.14
Income from investment operations:
Net investment income1		0.06			0.12			0.17			0.20			0.13			0.02
Net realized and unrealized gain on Underlying Series		0.47			1.33			0.54			0.12			1.23			1.21
Total from investment operations		0.53			1.45			0.71			0.32			1.36			1.23
Less distributions to shareholders:
From net investment income		(0.22	)		(0.20	)		(0.21	)		(0.19	)		(0.17	)		(0.21	)
From net realized gain on investments		(0.39	)		(0.35	)		(0.73	)		(0.34	)		(0.02	)		—
Total distributions to shareholders		(0.61	)		(0.55	)		(0.94	)		(0.53	)		(0.19	)		(0.21	)
Net asset value - End of period	$	10.71		$	10.79		$	9.89		$	10.12		$	10.33		$	9.16
Net assets - End of period (000’s omitted)	$	93,334		$	82,841		$	67,039		$	56,290		$	64,613		$	30,089
Total return2		5.20	%		15.43	%		8.08	%		3.14	%		14.89	%		15.72	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%3,4		0.30	%4		0.30	%5		0.30	%6		0.29	%7,8		0.30	%9
Net investment income		1.13	%3		1.20	%		1.72	%		1.97	%		1.38	%		0.28	%
Series portfolio turnover10		28	%		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:
		0.04	%3		0.05	%4		0.08	%5		0.10	%6		0.17	%7		0.72	%9
	FOR THE SIX
TARGET 2020 SERIES CLASS R	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	10.66		$	9.78		$	10.02		$	10.24		$	9.10		$	8.13
Income (loss) from investment operations:
Net investment income (loss)1		0.05			0.09			0.14			0.15			0.12			(0.05	)
Net realized and unrealized gain on Underlying Series		0.45			1.32			0.54			0.14			1.21			1.23
Total from investment operations		0.50			1.41			0.68			0.29			1.33			1.18
Less distributions to shareholders:
From net investment income		(0.20	)		(0.18	)		(0.19	)		(0.17	)		(0.17	)		(0.21	)
From net realized gain on investments		(0.39	)		(0.35	)		(0.73	)		(0.34	)		(0.02	)		—
Total distributions to shareholders		(0.59	)		(0.53	)		(0.92	)		(0.51	)		(0.19	)		(0.21	)
Net asset value - End of period	$	10.57		$	10.66		$	9.78		$	10.02		$	10.24		$	9.10
Net assets - End of period (000’s omitted)	$	33,017		$	30,393		$	19,150		$	16,105		$	12,229		$	562
Total return2		5.04	%		15.07	%		7.82	%		2.85	%		14.72	%		15.13	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%3,4		0.55	%4		0.55	%5		0.55	%6		0.52	%7,8		0.55	%9
Net investment income (loss)		0.99	%3		0.85	%		1.47	%		1.48	%		1.25	%		(0.54	%)
Series portfolio turnover10		28	%		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:
		0.04	%3		0.05	%4		0.08	%5		0.10	%6		0.18	%7		14.54	%9

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

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^® Moderate Term Series - Class I and 0.81% 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 0.82% 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 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁷Expense 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.

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.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85%.

¹⁰Reflects 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.

25

Financial Highlights

	FOR THE SIX
TARGET 2020 SERIES CLASS I	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	10.83		$	9.93		$	10.16		$	10.37		$	9.19		$	8.15
Income from investment operations:
Net investment income1		0.09			0.14			0.20			0.09			0.18			0.10
Net realized and unrealized gain on Underlying Series		0.45			1.34			0.54			0.25			1.21			1.15
Total from investment operations		0.54			1.48			0.74			0.34			1.39			1.25
Less distributions to shareholders:
From net investment income		(0.23	)		(0.23	)		(0.24	)		(0.21	)		(0.19	)		(0.21	)
From net realized gain on investments		(0.39	)		(0.35	)		(0.73	)		(0.34	)		(0.02	)		—
Total distributions to shareholders		(0.62	)		(0.58	)		(0.97	)		(0.55	)		(0.21	)		(0.21	)
Net asset value - End of period	$	10.75		$	10.83		$	9.93		$	10.16		$	10.37		$	9.19
Net assets - End of period (000’s omitted)	$	55,557		$	70,556		$	39,523		$	25,262		$	3,474		$	1,927
Total return2		5.32	%		15.65	%		8.36	%		3.37	%		15.24	%		15.98	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%3,4		0.05	%4		0.05	%5		0.05	%6		0.05	%7		0.05	%8
Net investment income		1.73	%3		1.34	%		2.10	%		0.85	%		1.89	%		1.22	%
Series portfolio turnover9		28	%		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:
		0.04	%3		0.05	%4		0.08	%5		0.11	%6		0.19	%7		2.90	%8

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

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^® Moderate Term Series - Class I and 0.81% 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 0.82% 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 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁷Expense 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.

26

Financial Highlights

	FOR THE SIX
TARGET 2025 SERIES CLASS K	MONTHS ENDED
	4/30/14			FOR THE YEAR ENDED			FOR THE PERIOD
	(UNAUDITED)			10/31/13			6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.50		$	10.77		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		(0.01	)		0.09			(0.01	)
Net realized and unrealized gain on Underlying Series		0.74			1.85			0.78
Total from investment operations		0.73			1.94			0.77
Less distributions to shareholders:
From net investment income		(0.29	)		(0.21	)		—
From net realized gain on investments		(0.04	)		—			—
Total distributions to shareholders		(0.33	)		(0.21	)		—
Net asset value - End of period	$	12.90		$	12.50		$	10.77
Net assets - End of period (000’s omitted)	$	6,609		$	710		$	47,648	3
Total return4		6.00	%		18.32	%		7.70	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%5,6		0.30	%6		0.30	%5,7
Net investment income (loss)		(0.13	%)5		0.80	%		(0.30	%)5
Series portfolio turnover8		30	%		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:
		0.67	%5		10.70	%6		259	%5,7,10
	FOR THE SIX
TARGET 2025 SERIES CLASS R	MONTHS ENDED
	4/30/14			FOR THE YEAR ENDED			FOR THE PERIOD
	(UNAUDITED)			10/31/13			6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.53		$	10.75		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.05			(0.01	)		(0.02	)
Net realized and unrealized gain on Underlying Series		0.66			1.98			0.77
Total from investment operations		0.71			1.97			0.75
Less distributions to shareholders:
From net investment income		(0.28	)		(0.19	)		—
From net realized gain on investments		(0.04	)		—			—
Total distributions to shareholders		(0.32	)		(0.19	)		—
Net asset value - End of period	$	12.92		$	12.53		$	10.75
Net assets - End of period (000’s omitted)	$	2,702		$	1,540		$	108	3
Total return4		5.82	%		18.61	%		7.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%5,6		0.55	%6		0.55	%5,7
Net investment income (loss)		0.77	%5		(0.10	%)		(0.55	%)5
Series portfolio turnover8		30	%		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:
		0.74	%5		1.75	%6		3,129	%5,7,10

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.

⁵Annualized.

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.

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.

27

Financial Highlights

	FOR THE SIX
TARGET 2025 SERIES CLASS I	MONTHS ENDED
	4/30/14			FOR THE YEAR ENDED			FOR THE PERIOD
	(UNAUDITED)			10/31/13			6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.47		$	10.77		$	10.00
Income (loss) from investment operations:
Net investment income2		0.09			0.12			—	3
Net realized and unrealized gain on Underlying Series		0.65			1.81			0.77
Total from investment operations		0.74			1.93			0.77
Less distributions to shareholders:
From net investment income		(0.30	)		(0.23	)		—
From net realized gain on investments		(0.04	)		—			—
Total distributions to shareholders		(0.34	)		—			—
Net asset value - End of period	$	12.87		$	12.47		$	10.77
Net assets - End of period (000’s omitted)	$	8,982		$	9,373		$	211	4
Total return5		6.13	%		18.26	%		7.70	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%6,7		0.05	%7		0.05	%6,8
Net investment income (loss)		1.39	%6		1.03	%		(0.05	%)6
Series portfolio turnover9		30	%		22	%		—	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:
		0.76	%6		1.43	%7		1,967	%6,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

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.

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% 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 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.

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

28

Financial Highlights

	FOR THE SIX
TARGET 2030 SERIES CLASS K	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	11.40		$	9.94		$	10.02		$	10.15		$	8.85		$	7.81
Income from investment operations:
Net investment income1		0.05			0.10			0.14			0.16			0.08			0.01
Net realized and unrealized gain on Underlying Series		0.64			1.86			0.66			0.16			1.36			1.20
Total from investment operations		0.69			1.96			0.80			0.32			1.44			1.21
Less distributions to shareholders:
From net investment income		(0.32	)		(0.15	)		(0.17	)		(0.15	)		(0.11	)		(0.17	)
From net realized gain on investments		(0.36	)		(0.35	)		(0.71	)		(0.30	)		(0.03	)		—
Total distributions to shareholders		(0.68	)		(0.50	)		(0.88	)		(0.45	)		(0.14	)		(0.17	)
Net asset value - End of period	$	11.41		$	11.40		$	9.94		$	10.02		$	10.15		$	8.85
Net assets - End of period (000’s omitted)	$	111,726		$	91,676		$	67,510		$	63,436		$	66,235		$	23,597
Total return2		6.35	%		20.56	%		9.12	%		3.15	%		16.34	%		16.05	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%3,4		0.30	%4		0.30	%5		0.30	%6		0.29	%7,8		0.30	%9
Net investment income		0.88	%3		0.90	%		1.50	%		1.58	%		0.87	%		0.14	%
Series portfolio turnover10		19	%		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:
		0.03	%3		0.05	%4		0.09	%5		0.11	%6		0.20	%7		0.97	%9
	FOR THE SIX
TARGET 2030 SERIES CLASS R	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	11.31		$	9.87		$	9.96		$	10.09		$	8.83		$	7.79
Income (loss) from investment operations:
Net investment income (loss)1		0.04			0.07			0.09			0.11			0.06			(0.05	)
Net realized and unrealized gain on Underlying Series		0.64			1.85			0.68			0.19			1.35			1.26
Total from investment operations		0.68			1.92			0.77			0.30			1.41			1.21
Less distributions to shareholders:
From net investment income		(0.31	)		(0.13	)		(0.15	)		(0.13	)		(0.12	)		(0.17	)
From net realized gain on investments		(0.36	)		(0.35	)		(0.71	)		(0.30	)		(0.03	)		—
Total distributions to shareholders		(0.67	)		(0.48	)		(0.86	)		(0.43	)		(0.15	)		(0.17	)
Net asset value - End of period	$	11.32		$	11.31		$	9.87		$	9.96		$	10.09		$	8.83
Net assets - End of period (000’s omitted)	$	31,737		$	28,034		$	18,759		$	9,243		$	7,162		$	328
Total return2		6.26	%		20.19	%		8.84	%		2.94	%		16.01	%		16.09	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%3,4		0.55	%4		0.55	%5		0.55	%6		0.54	%7,8		0.55	%9
Net investment income (loss)		0.64	%3		0.63	%		0.94	%		1.11	%		0.68	%		(0.53	%)
Series portfolio turnover10		19	%		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:
		0.03	%3		0.05	%4		0.09	%5		0.11	%6		0.18	%7		28.67	%9

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

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 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.

⁷Expense 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.

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.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85%.

¹⁰Reflects 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.

29

Financial Highlights

	FOR THE SIX
TARGET 2030 SERIES CLASS I	MONTHS ENDED
	4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	11.48		$	10.01		$	10.09		$	10.21		$	8.90		$	7.82
Income from investment operations:
Net investment income1		0.08			0.12			0.17			0.07			0.13			0.11
Net realized and unrealized gain on Underlying Series		0.63			1.88			0.65			0.28			1.35			1.14
Total from investment operations		0.71			2.00			0.82			0.35			1.48			1.25
Less distributions to shareholders:
From net investment income		(0.33	)		(0.18	)		(0.19	)		(0.17	)		(0.14	)		(0.17	)
From net realized gain on investments		(0.36	)		(0.35	)		(0.71	)		(0.30	)		(0.03	)		—
Total distributions to shareholders		(0.69	)		(0.53	)		(0.90	)		(0.47	)		(0.17	)		(0.17	)
Net asset value - End of period	$	11.50		$	11.48		$	10.01		$	10.09		$	10.21		$	8.90
Net assets - End of period (000’s omitted)	$	49,129		$	63,662		$	37,832		$	20,249		$	2,932		$	1,316
Total return2		6.52	%		20.81	%		9.36	%		3.47	%		16.76	%		16.56	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%3,4		0.05	%4		0.05	%5		0.05	%6		0.05	%7		0.05	%8
Net investment income		1.40	%3		1.14	%		1.78	%		0.74	%		1.34	%		1.37	%
Series portfolio turnover9		19	%		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:
		0.03	%3		0.05	%4		0.09	%5		0.12	%6		0.22	%7		6.18	%8

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

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 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.

⁷Expense 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.

30

Financial Highlights

	FOR THE SIX
TARGET 2035 SERIES CLASS K	MONTHS ENDED
	4/30/14			FOR THE YEAR ENDED			FOR THE PERIOD
	(UNAUDITED)			10/31/13			6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.22		$	10.92		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		(0.08	)		0.08			(0.01	)
Net realized and unrealized gain on Underlying Series		0.94			2.35			0.93	3
Total from investment operations		0.86			2.43			0.92
Less distributions to shareholders:
From net investment income		(0.42	)		(0.13	)		��
From net realized gain on investments		(0.10	)		—			—
Total distributions to shareholders		(0.52	)		(0.13	)		—
Net asset value - End of period	$	13.56		$	13.22		$	10.92
Net assets - End of period (000’s omitted)	$	4,432		$	465		$	15,034	4
Total return5		6.71	%		22.42	%		9.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%6,7		0.30	%7		0.30	%6,8
Net investment income (loss)		(1.18	%)6		0.66	%		(0.30	%)6
Series portfolio turnover9		21	%		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:
		0.99	%6		9.70	%7		4,581	%6,8,11
	FOR THE SIX
TARGET 2035 SERIES CLASS R	MONTHS ENDED
	4/30/14			FOR THE YEAR ENDED			FOR THE PERIOD
	(UNAUDITED)			10/31/13			6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.25		$	10.91		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.05			—	12		(0.02	)
Net realized and unrealized gain on Underlying Series		0.79			2.44			0.93	3
Total from investment operations		0.84			2.44			0.91
Less distributions to shareholders:
From net investment income		(0.41	)		(0.10	)		—
From net realized gain on investments		(0.10	)		—			—
Total distributions to shareholders		(0.51	)		(0.10	)		—
Net asset value - End of period	$	13.58		$	13.25		$	10.91
Net assets - End of period (000’s omitted)	$	1,795		$	1,172		$	109	4
Total return5		6.50	%		22.50	%		9.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%6,7		0.55	%7		0.55	%6,8
Net investment income (loss)		0.72	%6		0.17	%		(0.55	%)6
Series portfolio turnover9		21	%		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:
		1.13	%6		2.38	%7		9,077	%6,8,11

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.

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% 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 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.

31

Financial Highlights

	FOR THE SIX
TARGET 2035 SERIES CLASS I	MONTHS ENDED
	4/30/14			FOR THE YEAR ENDED			FOR THE PERIOD
	(UNAUDITED)			10/31/13			6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.25		$	10.92		$	10.00
Income from investment operations:
Net investment income2		0.08			0.09			—	3
Net realized and unrealized gain on Underlying Series		0.79			2.38			0.92	4
Total from investment operations		0.87			2.47			0.92
Less distributions to shareholders:
From net investment income		(0.43	)		(0.14	)		—
From net realized gain on investments		(0.10	)		—			—
Total distributions to shareholders		(0.53	)		(0.14	)		—
Net asset value - End of period	$	13.59		$	13.25		$	10.92
Net assets - End of period (000’s omitted)	$	6,860		$	6,322		$	213	5
Total return6		6.80	%		22.81	%		9.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%7,8		0.05	%8		0.05	%7,9
Net investment income (loss)		1.22	%		0.75	%		(0.05	%)7
Series portfolio turnover10		21	%		18	%		—	11
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		1.14	%		2.40	%8		7,930	%7,9,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

⁴Amount 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.

⁵Represents the whole number without rounding to the 000s.

⁶Represents 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.

⁷Annualized.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁹Expense 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.

¹⁰Reflects activity of the Series and does not include the activity of the Underlying Series.

¹¹Less than 1%.

¹²The 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.

32

Financial Highlights

TARGET 2040 SERIES CLASS K	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	12.47		$	10.29		$	10.10		$	10.20		$	8.79		$	7.58
Income from investment operations:
Net investment income1		0.03			0.06			0.07			0.09			0.04			—	2
Net realized and unrealized gain (loss) on Underlying Series		0.79			2.43			0.74			(0.02	)		1.46			1.36
Total from investment operations		0.82			2.49			0.81			0.07			1.50			1.36
Less distributions to shareholders:
From net investment income		(0.45	)		(0.07	)		(0.08	)		(0.08	)		(0.06	)		(0.15	)
From net realized gain on investments		(0.50	)		(0.24	)		(0.54	)		(0.09	)		(0.03	)		—
Total distributions to shareholders		(0.95	)		(0.31	)		(0.62	)		(0.17	)		(0.09	)		(0.15	)
Net asset value - End of period	$	12.34		$	12.47		$	10.29		$	10.10		$	10.20		$	8.79
Net assets - End of period (000’s omitted)	$	81,625		$	67,576		$	51,273		$	39,853		$	42,417		$	12,880
Total return3		7.03	%		24.81	%		8.97	%		0.70	%		17.10	%		18.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%4,5		0.30	%5		0.30	%6		0.30	%7		0.29	%8,9		0.30	%8
Net investment income		0.44	%4		0.49	%		0.70	%		0.88	%		0.43	%		0.05	%
Series portfolio turnover10		19	%		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:
		0.07	%4		0.09	%5		0.14	%6		0.17	%7		0.32	%8		2.10	%8
TARGET 2040 SERIES CLASS R	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	12.39		$	10.22		$	10.04		$	10.14		$	8.76		$	7.58
Income (loss) from investment operations:
Net investment income (loss)1		0.01			0.02			0.05			0.05			0.04			(0.02	)
Net realized and unrealized gain (loss) on Underlying Series		0.80			2.42			0.73			—	2		1.43			1.35
Total from investment operations		0.81			2.44			0.78			0.05			1.47			1.33
Less distributions to shareholders:
From net investment income		(0.44	)		(0.03	)		(0.06	)		(0.06	)		(0.06	)		(0.15	)
From net realized gain on investments		(0.50	)		(0.24	)		(0.54	)		(0.09	)		(0.03	)		—
Total distributions to shareholders		(0.94	)		(0.27	)		(0.60	)		(0.15	)		(0.09	)		(0.15	)
Net asset value - End of period	$	12.26		$	12.39		$	10.22		$	10.04		$	10.14		$	8.76
Net assets - End of period (000’s omitted)	$	17,104		$	15,993		$	11,827		$	11,475		$	8,168		$	504
Total return3		6.85	%		24.50	%		8.67	%		0.50	%		16.85	%		18.21	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4,5		0.55	%5		0.55	%6		0.55	%7		0.52	%8,9		0.55	%8
Net investment income (loss)		0.12	%4		0.20	%		0.54	%		0.52	%		0.40	%		(0.21	%)
Series portfolio turnover10		19	%		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:
		0.07	%4		0.09	%5		0.14	%6		0.17	%7		0.31	%8		16.27	%8

¹Calculated based on average shares outstanding during the period.

²Less than $0.01.

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

⁴Annualized.

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.

⁶Expense 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.

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%.

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%.

⁹During 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.

¹⁰Reflects 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.

33

Financial Highlights

TARGET 2040 SERIES CLASS I	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	12.55		$	10.35		$	10.16		$	10.26		$	8.83		$	7.60
Income from investment operations:
Net investment income1		0.05			0.08			0.10			0.04			0.08			0.07
Net realized and unrealized gain on Underlying Series		0.78			2.45			0.74			0.06			1.46			1.32
Total from investment operations		0.83			2.53			0.84			0.10			1.54			1.39
Less distributions to shareholders:
From net investment income		(0.47	)		(0.09	)		(0.11	)		(0.11	)		(0.08	)		(0.16	)
From net realized gain on investments		(0.50	)		(0.24	)		(0.54	)		(0.09	)		(0.03	)		—
Total distributions to shareholders		(0.97	)		(0.33	)		(0.65	)		(0.20	)		(0.11	)		(0.16	)
Net asset value - End of period	$	12.41		$	12.55		$	10.35		$	10.16		$	10.26		$	8.83
Net assets - End of period (000’s omitted)	$	26,392		$	33,545		$	20,194		$	11,298		$	1,066		$	428
Total return2		7.13	%		25.16	%		9.23	%		0.93	%		17.52	%		18.86	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%3,4		0.05	%4		0.05	%5��		0.05	%6		0.05	%7		0.05	%7
Net investment income		0.77	%3		0.71	%		0.99	%		0.35	%		0.84	%		0.93	%
Series portfolio turnover8		19	%		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:
		0.07	%3		0.09	%4		0.14	%5		0.18	%6		0.36	%7		18.65	%7

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

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%.

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.

34

Financial Highlights

TARGET 2045 SERIES CLASS K	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			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	$	13.73		$	11.01		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		(0.15	)		0.03			(0.01	)
Net realized and unrealized gain on Underlying Series		1.11			2.74			1.02	3
Total from investment operations		0.96			2.77			1.01
Less distributions to shareholders:
From net investment income		(0.50	)		(0.05	)		—
From net realized gain on investments		(0.07	)		—			—
Total distributions to shareholders		(0.57	)		(0.05	)		—
Net asset value - End of period	$	14.12		$	13.73		$	11.01
Net assets - End of period (000’s omitted)	$	2,438		$	234		$	3,320	4
Total return5		7.25	%		25.23	%		10.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%6,7		0.30	%7		0.30	%6,8
Net investment income (loss)		(2.20	%)6		0.26	%		(0.30	%)6
Series portfolio turnover9		44	%		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:
		2.39	%6		17.80	%7		3,204	%6,8,11
TARGET 2045 SERIES CLASS R	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			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	$	13.66		$	10.99		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.05			0.01			(0.02	)
Net realized and unrealized gain on Underlying Series		0.89			2.71			1.01	3
Total from investment operations		0.94			2.72			0.99
Less distributions to shareholders:
From net investment income		(0.48	)		(0.05	)		—
From net realized gain on investments		(0.07	)		—			—
Total distributions to shareholders		(0.55	)		(0.05	)		—
Net asset value - End of period	$	14.05		$	13.66		$	10.99
Net assets - End of period (000’s omitted)	$	1,357		$	618		$	110	4
Total return5		7.10	%		24.87	%		9.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%6,7		0.55	%7		0.55	%6,8
Net investment income (loss)		0.76	%6		0.11	%		(0.55	%)6
Series portfolio turnover9		44	%		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:
		2.80	%6		9.07	%7		8,326	%6,8,11

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.

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

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.

35

Financial Highlights

TARGET 2045 SERIES CLASS I	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			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	$	13.75		$	11.01		$	10.00
Income from investment operations:
Net investment income2		0.10			0.06			—	3
Net realized and unrealized gain on Underlying Series		0.87			2.74			1.01	4
Total from investment operations		0.97			2.80			1.01
Less distributions to shareholders:
From net investment income		(0.51	)		(0.06	)		—
From net realized gain on investments		(0.07	)		—			—
Total distributions to shareholders		(0.58	)		(0.06	)		—
Net asset value - End of period	$	14.14		$	13.75		$	11.01
Net assets - End of period (000’s omitted)	$	1,587		$	1,983		$	214	5
Total return6		7.31	%		25.58	%		10.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%7,8		0.05	%8		0.05	%7,9
Net investment income (loss)		1.53	%7		0.46	%		(0.05	%)7
Series portfolio turnover10		44	%		20	%		—	11
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		2.90	%7		6.82	%8		7,036	%7,9,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

⁴Amount 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.

⁵Represents the whole number without rounding to the 000s.

⁶Represents 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.

⁷Annualized.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.84%.

¹⁰Reflects activity of the Series and does not include the activity of the Underlying Series.

¹¹Less than 1%.

¹²The 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.

36

Financial Highlights

TARGET 2050 SERIES CLASS K	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	13.52		$	10.81		$	10.20		$	10.22		$	8.85		$	7.58
Income (loss) from investment operations:
Net investment income (loss)1		0.02			0.05			0.07			0.09			0.03			(0.02	)
Net realized and unrealized gain (loss) on Underlying Series		0.89			2.74			0.81			(0.01	)		1.48			1.52
Total from investment operations		0.91			2.79			0.88			0.08			1.51			1.50
Less distributions to shareholders:
From net investment income		(0.52	)		(0.05	)		(0.08	)		(0.08	)		(0.06	)		(0.23	)
From net realized gain on investments		(0.37	)		(0.03	)		(0.19	)		(0.02	)		(0.08	)		—
Total distributions to shareholders		(0.89	)		(0.08	)		(0.27	)		(0.10	)		(0.14	)		(0.23	)
Net asset value - End of period	$	13.54		$	13.52		$	10.81		$	10.20		$	10.22		$	8.85
Net assets - End of period (000’s omitted)	$	43,247		$	36,591		$	24,759		$	18,293		$	15,242		$	1,047
Total return2		7.15	%		25.99	%		9.07	%		0.76	%		17.16	%		20.71	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%3,4		0.30	%4		0.30	%5		0.30	%5		0.30	%6,7		0.30	%6
Net investment income (loss)		0.30	%3		0.37	%		0.69	%		0.82	%		0.28	%		(0.24	%)
Series portfolio turnover8		7	%		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:
		0.20	%3		0.26	%4		0.43	%5		0.54	%5		1.07	%6		25.10	%6
TARGET 2050 SERIES CLASS R	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	13.43		$	10.74		$	10.14		$	10.16		$	8.82		$	7.58
Income (loss) from investment operations:
Net investment income (loss)1		—	9		0.01			0.05			0.06			0.03			(0.05	)
Net realized and unrealized gain on Underlying Series		0.90			2.73			0.80			—	9		1.44			1.52
Total from investment operations		0.90			2.74			0.85			0.06			1.47			1.47
Less distributions to shareholders:
From net investment income		(0.51	)		(0.02	)		(0.06	)		(0.06	)		(0.05	)		(0.23	)
From net realized gain on investments		(0.37	)		(0.03	)		(0.19	)		(0.02	)		(0.08	)		—
Total distributions to shareholders		(0.88	)		(0.05	)		(0.25	)		(0.08	)		(0.13	)		(0.23	)
Net asset value - End of period	$	13.45		$	13.43		$	10.74		$	10.14		$	10.16		$	8.82
Net assets - End of period (000’s omitted)	$	5,976		$	5,022		$	3,448		$	2,686		$	2,154		$	601
Total return2		7.07	%		25.69	%		8.75	%		0.56	%		16.85	%		20.31	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%3,4		0.55	%4		0.55	%5		0.55	%5		0.53	%6,7		0.55	%6
Net investment income (loss)		(0.04	%)3		0.11	%		0.45	%		0.55	%		0.27	%		(0.50	%)
Series portfolio turnover8		7	%		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:
		0.20	%3		0.26	%4		0.43	%5		0.54	%5		1.44	%6		242.05	%6

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

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%.

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.

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

⁹Less than $0.01.

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

37

Financial Highlights

TARGET 2050 SERIES CLASS I	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	13.60		$	10.88		$	10.26		$	10.28		$	8.90		$	7.60
Income from investment operations:
Net investment income1		0.04			0.07			0.09			0.03			0.07			0.16
Net realized and unrealized gain on Underlying Series		0.90			2.76			0.83			0.08			1.47			1.37
Total from investment operations		0.94			2.83			0.92			0.11			1.54			1.53
Less distributions to shareholders:
From net investment income		(0.54	)		(0.08	)		(0.11	)		(0.11	)		(0.08	)		(0.23	)
From net realized gain on investments		(0.37	)		(0.03	)		(0.19	)		(0.02	)		(0.08	)		—
Total distributions to shareholders		(0.91	)		(0.11	)		(0.30	)		(0.13	)		(0.16	)		(0.23	)
Net asset value - End of period	$	13.63		$	13.60		$	10.88		$	10.26		$	10.28		$	8.90
Net assets - End of period (000’s omitted)	$	9,004		$	9,042		$	4,016		$	2,121		$	129		$	79
Total return2		7.32	%		26.21	%		9.39	%		0.98	%		17.40	%		21.07	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%3,4		0.05	%4		0.05	%5		0.05	%5		0.05	%6		0.05	%6
Net investment income		0.53	%3		0.57	%		0.89	%		0.25	%		0.76	%		2.07	%
Series portfolio turnover7		7	%		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:
		0.20	%3		0.26	%4		0.43	%5		0.57	%5		1.90	%6		141.53	%6

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

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%.

⁷Reflects 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.

38

Financial Highlights

TARGET 2055 SERIES CLASS K	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			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	$	13.85		$	11.04		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		—	3		(0.02	)		(0.01	)
Net realized and unrealized gain on Underlying Series		0.90			2.86			1.05
Total from investment operations		0.90			2.84			1.04
Less distributions to shareholders:
From net investment income		(0.53	)		(0.03	)		—
From net realized gain on investments		(0.47	)		—			—
Total distributions to shareholders		(1.00	)		(0.03	)		—
Net asset value - End of period	$	13.75		$	13.85		$	11.04
Net assets - End of period (000’s omitted)	$	2,080		$	208		$	214	4
Total return5		6.83	%		25.79	%		10.40	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		0.30	%6,7		0.30	%7		0.30	%6,8
Net investment income (loss)		0.06	%6		(0.17	%)		(0.30	%)6
Series portfolio turnover9		34	%		605	%		—	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:
		9.24	%6		62.25	%7		19,197	%6,8,11
TARGET 2055 SERIES CLASS R	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			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	$	13.77		$	11.03		$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.04	)		(0.01	)		(0.02	)
Net realized and unrealized gain on Underlying Series		0.92			2.77			1.05
Total from investment operations		0.88			2.76			1.03
Less distributions to shareholders:
From net investment income		(0.52	)		(0.02	)		—
From net realized gain on investments		(0.47	)		—			—
Total distributions to shareholders		(0.99	)		(0.02	)		—
Net asset value - End of period	$	13.66		$	13.77		$	11.03
Net assets - End of period (000’s omitted)	$	119		$	51		$	110	4
Total return5		6.70	%		25.01	%		10.30	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		0.55	%6,7		0.55	%7		0.55	%6,8
Net investment loss		(0.58	%)6		(0.07	%)		(0.55	%)6
Series portfolio turnover9		34	%		605	%		—	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:
		14.00	%6		129.56	%7		19,015	%6,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

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.

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

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.

¹⁰The Series had no portfolio turnover for the period.

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.

39

Financial Highlights

TARGET 2055 SERIES CLASS I	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			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	$	13.94		$	11.05		$	10.00
Income from investment operations:
Net investment income2		0.04			—	3		—	3
Net realized and unrealized gain (loss) on Underlying Series		0.88			2.94			1.05
Total from investment operations		0.92			2.94			1.05
Less distributions to shareholders:
From net investment income		(0.54	)		(0.05	)		—
From net realized gain on investments		(0.47	)		—			—
Total distributions to shareholders		(1.01	)		(0.05	)		—
Net asset value - End of period	$	13.85			13.94			11.05
Net assets - End of period (000’s omitted)	$	557		$	366		$	215	4
Total return5		6.95	%		26.67	%		10.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%6,7		0.05	%7		0.05	%6,8
Net investment income (loss)		0.56	%6		(0.03	%)		(0.05	%)6
Series portfolio turnover9		34	%		605	%		—	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 the expense ratios (to average net assets) would have been increased by the following amount:
		14.00	%6		8.21	%7		19,201	%6,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

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.

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

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.

¹⁰The Series had no portfolio turnover for the period.

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.

40

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 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. Class C Shares of the Target Series were liquidated by February 21, 2014.

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 April 30, 2014, 11 billion shares have been designated in total among 45 series, 40 million have been designated in each of the Series for Class K and R common stock and 100 million have been designated in each of the Series for Class I common stock.

2. Significant Accounting Policies

Security Valuation

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

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

Securities for which representative valuations or prices are not available from the Series’ pricing service may be valued at fair value as determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Board. Due to the inherent uncertainty of valuations of such securities, the fair value may differ significantly from the values that would have been used had a ready market for such securities existed. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account.

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). A financial instrument’s level within the fair value hierarchy is based on the lowest level on any input both

41

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 April 30, 2014 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	$	76,959,607	$	76,959,607	$	—	$	—
Total assets	$	76,959,607	$	76,959,607	$	—	$	—
	TARGET 2010 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	49,858,693	$	49,858,693	$	—	$	—
Total assets	$	49,858,693	$	49,858,693	$	—	$	—
	TARGET 2015 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	8,565,185	$	8,565,185	$	—	$	—
Total assets	$	8,565,185	$	8,565,185	$	—	$	—
	TARGET 2020 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	181,943,710	$	181,943,710	$	—	$	—
Total assets	$	181,943,710	$	181,943,710	$	—	$	—
	TARGET 2025 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	18,298,165	$	18,298,165	$	—	$	—
Total assets	$	18,298,165	$	18,298,165	$	—	$	—
	TARGET 2030 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	192,615,436	$	192,615,436	$	—	$	—
Total assets	$	192,615,436	$	192,615,436	$	—	$	—
	TARGET 2035 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	13,089,930	$	13,089,930	$	—	$	—
Total assets	$	13,089,930	$	13,089,930	$	—	$	—

42

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	$	125,144,372	$	125,144,372	$	—	$	—
Total assets	$	125,144,372	$	125,144,372	$	—	$	—
	TARGET 2045 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	5,381,999	$	5,381,999	$	—	$	—
Total assets	$	5,381,999	$	5,381,999	$	—	$	—
	TARGET 2050 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	58,236,636	$	58,236,636	$	—	$	—
Total assets	$	58,236,636	$	58,236,636	$	—	$	—
	TARGET 2055 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	2,754,446	$	2,754,446	$	—	$	—
Total assets	$	2,754,446	$	2,754,446	$	—	$	—

There were no Level 2 or Level 3 securities held by any of the Series as of October 31, 2013 or April 30, 2014.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2014.

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.

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

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

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

Federal Taxes

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

43

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 April 30, 2014, 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

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

Other

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

3. Transactions with Affiliates

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

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

44

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 six months ended April 30, 2014, the Advisor reimbursed expenses of $48,305 for Target Income Series, $53,440 for Target 2010 Series, $53,330 for Target 2015 Series, $32,015 for Target 2020 Series, $54,264 for Target 2025 Series, $30,851 for Target 2030 Series, $55,126 for Target 2035 Series, $41,326 for Target 2040 Series, $55,912 for Target 2045 Series, $52,891 for Target 2050 Series, and $56,065 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.

*Class C Shares of the Target Series were liquidated by February 21, 2014.

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 six months ended April 30, 2014, purchases and sales of Underlying Series were as follows:

SERIES	PURCHASES		SALES
Target Income Series	$	12,122,427	$	7,279,632
Target 2010 Series	$	16,928,857	$	17,682,041
Target 2015 Series	$	5,413,832	$	2,522,854
Target 2020 Series	$	51,094,802	$	52,656,483
Target 2025 Series	$	10,647,841	$	4,420,994

45

Notes to Financial Statements (continued)

4 Purchases and Sales of Securities (continued)

SERIES	PURCHASES		SALES
Target 2030 Series	$	49,980,108	$	36,009,799
Target 2035 Series	$	7,418,566	$	2,156,374
Target 2040 Series	$	36,595,285	$	22,821,868
Target 2045 Series	$	3,940,899	$	1,799,654
Target 2050 Series	$	13,513,413	$	4,014,858
Target 2055 Series	$	2,510,045	$	343,729

5. Investments in Affiliated Issuers

A summary of the Series’ transactions in the shares of affiliated issuers during the six months ended April 30, 2014 is set forth below:

TARGET INCOME  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  4/30/14		SHARES HELD  AT  4/30/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Conservative Term Series - Class I	$	73,657,195	$	12,122,427	$	7,279,632	$	76,959,607		6,927,057	$	858,402	$	4,999,890
	$	73,657,195	$	12,122,427	$	7,279,632	$	76,959,607			$	858,402	$	4,999,890
TARGET 2010  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  4/30/14		SHARES HELD  AT  4/30/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Moderate Term Series - Class I	$	21,200,889	$	1,977,494	$	12,579,160	$	9,922,810		871,952	$	153,440	$	1,699,882
Manning & Napier Pro-Blend® Conservative Term Series - Class I		30,393,045		14,951,363		5,102,881		39,935,883		3,594,589		351,740		1,691,784
	$	51,593,934	$	16,928,857	$	17,682,041	$	49,858,693			$	505,180	$	3,391,666
TARGET 2015  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  4/30/14		SHARES HELD  AT  4/30/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Extended Term Series - Class I	$	572,158	$	294,909	$	419,889	$	429,076		38,174	$	3,906	$	39,961
Manning & Napier Pro-Blend® Moderate Term Series - Class I		5,080,607		5,118,923		2,102,965		8,136,109		714,948		31,391		287,752
	$	5,652,765	$	5,413,832	$	2,522,854	$	8,565,185			$	35,297	$	327,713

46

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

TARGET 2020  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  4/30/14		SHARES HELD  AT  4/30/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Extended Term Series - Class I	$	95,344,109	$	14,495,753	$	33,414,560	$	72,927,668		6,488,227	$	757,658	$	8,536,223
Manning & Napier Pro-Blend® Moderate Term Series - Class I		92,252,520		36,599,048		19,241,923		109,016,042		9,579,617		664,756		5,623,337
	$	187,596,629	$	51,094,802	$	52,656,483	$	181,943,710			$	1,422,413	$	14,159,560
TARGET 2025  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  4/30/14		SHARES HELD  AT  4/30/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	1,256,012	$	605,219	$	859,209	$	908,649		73,515	$	3,574	$	160,976
Manning & Napier Pro-Blend® Extended Term Series - Class I		10,943,454		10,042,622		3,561,785		17,389,516		1,547,110		81,776		902,156
	$	12,199,466	$	10,647,841	$	4,420,994	$	18,298,165			$	85,350	$	1,063,132
TARGET 2030  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  4/30/14		SHARES HELD  AT  4/30/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	67,860,577	$	13,061,915	$	18,202,857	$	57,612,954		4,661,242	$	209,659	$	12,053,210
Manning & Napier Pro-Blend® Extended Term Series - Class I		118,572,976		36,918,193		17,806,942		135,002,482		12,010,897		964,535		9,280,673
	$	186,433,553	$	49,980,108	$	36,009,799	$	192,615,436			$	1,174,194	$	21,333,883
TARGET 2035  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  4/30/14		SHARES HELD  AT  4/30/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	4,886,795	$	3,938,660	$	1,409,586	$	7,191,963		581,874	$	13,974	$	672,144
Manning & Napier Pro-Blend® Extended Term Series - Class I		3,140,632		3,479,906		746,789		5,897,967		524,730		23,579		254,203
	$	8,027,427	$	7,418,566	$	2,156,374	$	13,089,930			$	37,553	$	926,347

47

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

TARGET 2040  SERIES	VALUE AT 10/31/13		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/14		SHARES HELD AT 4/30/14		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	101,695,349	$	25,011,211	$	19,659,052	$	100,026,183		8,092,733	$	314,944	$	18,006,015
Manning & Napier Pro-Blend® Extended Term Series - Class I		16,816,025		11,584,074		3,162,816		25,118,189		2,234,714		137,144		1,615,174
	$	118,511,374	$	36,595,285	$	22,821,868	$	125,144,372			$	452,088	$	19,621,189
TARGET 2045  SERIES	VALUE AT 10/31/13		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/14		SHARES HELD AT 4/30/14		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	3,284,997	$	3,940,899	$	1,799,654	$	5,381,999		435,437	$	7,518	$	412,871
	$	3,284,997	$	3,940,899	$	1,799,654	$	5,381,999			$	7,518	$	412,871
TARGET 2050  SERIES	VALUE AT 10/31/13		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/14		SHARES HELD AT 4/30/14		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	52,087,531	$	13,513,413	$	4,014,858	$	58,236,636		4,711,702	$	161,661	$	7,983,658
	$	52,087,531	$	13,513,413	$	4,014,858	$	58,236,636			$	161,661	$	7,983,658
TARGET 2055  SERIES	VALUE AT 10/31/13		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/14		SHARES HELD AT 4/30/14		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED LOSS
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	623,221	$	2,510,045	$	343,729	$	2,754,446		222,852	$	2,061	$	82,108
	$	623,221	$	2,510,045	$	343,729	$	2,754,446			$	2,061	$	82,108

6. Capital Stock Transactions

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

TARGET  INCOME  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		455,900		$	4,834,472			275,973		$	2,962,645			124,797		$	1,296,133			1,305,419		$	13,899,918
Reinvested		276,817			2,867,823			271,776			2,818,029			76,108			780,108			20,695			212,438
Repurchased		(213,305	)		(2,271,878	)		(442,240	)		(4,728,456	)		(186,621	)		(1,967,446	)		(446,449	)		(4,732,077	)
Total		519,412		$	5,430,417			105,509		$	1,052,218			14,284		$	108,795			879,665		$	9,380,279

48

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  INCOME  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		310		$	3,268			24,581		$	258,787			305,402		$	3,290,149			548,440		$	5,913,760
Reinvested		6,196			63,072			4,999			50,907			61,537			639,369			38,442			399,622
Repurchased		(118,399	)		(1,223,624	)		(13,353	)		(139,817	)		(329,746	)		(3,522,858	)		(144,102	)		(1,550,415	)
Total		(111,893	)	$	(1,157,284	)		16,227		$	169,877			37,193		$	406,660			442,780		$	4,762,967
TARGET  2010  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		172,299		$	1,753,860			400,637		$	4,037,953			32,680		$	327,981			172,991		$	1,736,410
Reinvested		172,345			1,702,768			149,101			1,444,030			28,786			282,104			24,438			234,880
Repurchased		(210,949	)		(2,155,936	)		(392,987	)		(3,976,373	)		(72,335	)		(735,577	)		(174,629	)		(1,738,951	)
Total		133,695		$	1,300,692			156,751		$	1,505,610			(10,869	)	$	(125,492	)		22,800		$	232,339
TARGET  2010  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		2,612		$	26,652			4,953		$	49,956			216,943		$	2,202,469			455,500		$	4,581,081
Reinvested		4,749			46,536			5,752			55,165			90,073			893,519			68,555			666,976
Repurchased		(110,710	)		(1,102,000	)		(54,877	)		(553,564	)		(408,735	)		(4,127,485	)		(263,774	)		(2,661,630	)
Total		(103,349	)	$	(1,028,812	)		(44,172	)	$	(448,443	)		(101,719	)	$	(1,031,497	)		260,281		$	2,586,427
TARGET  2015  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		255,525		$	3,014,214			114,017		$	1,286,604			51,173		$	606,915			131,921		$	1,498,704
Reinvested		2,296			26,467			480			5,262			2,588			29,895			132			1,446
Repurchased		(66,736	)		(783,495	)		(28,176	)		(327,397	)		(6,442	)		(76,405	)		(46,118	)		(526,200	)
Total		191,085		$	2,257,186			86,321		$	964,469			47,319		$	560,405			85,935		$	973,950
TARGET  2015  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		—			—			—		$	—			124,017		$	1,447,039			349,222		$	3,945,663
Reinvested		—	1		3			—	1		1			6,332			73,193			1,234			13,541
Repurchased		(10	)		(122	)		—			—			(136,188	)		(1,613,976	)		(44,443	)		(512,137	)
Total		(10	)	$	(119	)		—		$	1			(5,839	)	$	(93,744	)		306,013		$	3,447,067

49

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2020  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		1,092,550		$	11,527,534			1,405,724		$	14,370,325			432,546		$	4,523,353			1,202,140		$	12,226,053
Reinvested		462,152			4,727,815			398,096			3,830,833			169,037			1,708,960			109,586			1,042,954
Repurchased		(518,510	)		(5,469,140	)		(899,576	)		(9,246,294	)		(330,438	)		(3,454,470	)		(417,909	)		(4,227,501	)
Total		1,036,192		$	10,786,209			904,244		$	8,954,864			271,145		$	2,777,843			893,817		$	9,041,506
TARGET  2020  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		7,546		$	78,385			55,317		$	554,860			797,438		$	8,378,195			3,002,712		$	30,556,802
Reinvested		17,278			174,511			20,476			194,315			370,447			3,800,788			248,507			2,402,674
Repurchased		(377,845	)		(3,906,268	)		(132,868	)		(1,341,276	)		(2,516,553	)		(26,393,630	)		(715,315	)		(7,307,540	)
Total		(353,021	)	$	(3,653,372	)		(57,075	)	$	(592,101	)		(1,348,668	)	$	(14,214,647	)		2,535,904		$	25,651,936
TARGET  2025  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		525,457		$	6,586,862			86,095		$	1,001,080			96,889		$	1,214,385			132,975		$	1,594,879
Reinvested		1,816			22,266			262			2,961			4,034			49,578			113			1,291
Repurchased		(71,815	)		(902,986	)		(33,972	)		(396,436	)		(14,833	)		(190,647	)		(10,156	)		(121,088	)
Total		455,458		$	5,706,142			52,385		$	607,605			86,090		$	1,073,316			122,932		$	1,475,082
TARGET  2025  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		249		$	3,080			45,989		$	542,371			160,925		$	2,008,269			813,258		$	9,550,394
Reinvested		1,064			13,049			121			1,380			18,141			221,506			2,879			32,739
Repurchased		(47,430	)		(583,342	)		(3	)		(33	)		(232,898	)		(2,923,790	)		(64,273	)		(761,189	)
Total		(46,117	)	$	(567,213	)		46,107		$	543,718			(53,832	)	$	(694,015	)		751,864		$	8,821,944
TARGET  2030  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		1,604,820		$	17,938,672			1,759,864		$	18,712,838			405,787		$	4,491,171			736,656		$	7,838,165
Reinvested		513,639			5,562,710			352,032			3,447,739			151,416			1,627,726			93,139			904,490
Repurchased		(368,279	)		(4,100,150	)		(858,954	)		(9,123,330	)		(231,124	)		(2,591,659	)		(252,154	)		(2,617,357	)
Total		1,750,180		$	19,401,232			1,252,942		$	13,037,247			326,079		$	3,527,238			577,641		$	6,125,298

50

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2030  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		1,640		$	17,936			34,805		$	362,635			549,151		$	6,172,809			2,015,816		$	21,404,933
Reinvested		15,259			163,266			12,077			116,662			342,409			3,735,687			208,959			2,063,738
Repurchased		(284,534	)		(3,123,773	)		(50,469	)		(522,406	)		(2,162,333	)		(24,098,442	)		(459,084	)		(4,903,004	)
Total		(267,635	)	$	(2,942,571	)		(3,587	)	$	(43,109	)		(1,270,773	)	$	(14,189,946	)		1,765,691		$	18,565,667
TARGET  2035  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		346,358		$	4,547,033			53,291		$	653,380			44,607		$	595,304			94,539		$	1,177,996
Reinvested		1,948			25,054			137			1,620			3,937			50,787			156			1,871
Repurchased		(56,591	)		(745,820	)		(19,624	)		(249,247	)		(4,829	)		(63,711	)		(6,235	)		(79,378	)
Total		291,715		$	3,826,267			33,804		$	405,753			43,715		$	582,380			88,460		$	1,100,489
TARGET  2035  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		1,915		$	25,330			4,959		$	60,539			105,205		$	1,385,854			515,417		$	6,290,834
Reinvested		155			1,991			12			137			17,259			222,295			1,483			17,671
Repurchased		(7,289	)		(94,894	)		—	1		—			(94,911	)		(1,256,171	)		(39,803	)		(508,185	)
Total		(5,219	)	$	(67,573	)		4,971		$	60,676			27,553		$	351,978			477,097		$	5,800,320
TARGET  2040  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		1,119,444		$	13,530,224			872,659		$	9,913,864			146,101		$	1,763,038			355,107		$	4,050,027
Reinvested		449,662			5,261,041			149,568			1,552,151			104,845			1,219,353			29,038			298,983
Repurchased		(372,297	)		(4,498,369	)		(585,655	)		(6,630,381	)		(145,849	)		(1,763,112	)		(250,580	)		(2,722,816	)
Total		1,196,809		$	14,292,896			436,572		$	4,835,634			105,097		$	1,219,279			133,565		$	1,626,194
TARGET  2040  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		3,859		$	45,288			16,194		$	181,040			385,473		$	4,700,544			1,011,850		$	11,639,779
Reinvested		7,196			82,541			2,322			23,642			215,865			2,538,575			64,845			678,591
Repurchased		(122,322	)		(1,430,739	)		(9,575	)		(111,719	)		(1,148,947	)		(13,907,932	)		(353,794	)		(4,077,145	)
Total		(111,267	)	$	(1,302,910	)		8,941		$	92,963			(547,609	)	$	(6,668,813	)		722,901		$	8,241,225

51

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2045  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		201,168		$	2,741,833			17,022		$	213,340			52,406		$	708,507			52,367		$	664,963
Reinvested		1,252			16,744			18			224			1,944			25,887			54			659
Repurchased		(46,691	)		(646,574	)		(313	)		(4,052	)		(3,033	)		(41,777	)		(7,209	)		(93,880	)
Total		155,729		$	2,112,003			16,727		$	209,512			51,317		$	692,617			45,212		$	571,742
TARGET  2045  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		5,053		$	69,054			32,028		$	409,071			59,385		$	811,071			158,160		$	2,046,100
Reinvested		1,485			19,783			20			236			3,363			44,994			123			1,504
Repurchased		(39,612	)		(530,880	)		(8	)		(103	)		(94,770	)		(1,301,183	)		(14,030	)		(180,450	)
Total		(33,074	)	$	(442,043	)		32,040		$	409,204			(32,022	)	$	(445,118	)		144,253		$	1,867,154
TARGET  2050  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		382,975		$	5,092,861			574,428		$	7,085,087			74,887		$	983,980			116,873		$	1,417,312
Reinvested		192,977			2,475,891			17,275			193,602			26,577			339,128			1,598			17,657
Repurchased		(89,342	)		(1,187,081	)		(175,005	)		(2,163,413	)		(31,090	)		(406,778	)		(65,481	)		(770,223	)
Total		486,610		$	6,381,671			416,698		$	5,115,276			70,374		$	916,330			52,990		$	664,746
TARGET  2050  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		2,086		$	26,692			15,097		$	181,691			176,701		$	2,359,714			386,147		$	4,825,339
Reinvested		6,212			78,027			307			3,357			45,173			583,175			3,958			45,064
Repurchased		(114,967	)		(1,479,795	)		(10,090	)		(120,703	)		(226,088	)		(3,017,940	)		(94,611	)		(1,170,544	)
Total		(106,669	)	$	(1,375,076	)		5,314		$	64,345			(4,214	)	$	(75,051	)		295,494		$	3,699,859
TARGET  2055  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		154,742		$	2,116,763			15,016		$	196,533			4,973		$	67,694			3,977		$	50,368
Reinvested		1,364			17,836			—	1		1			418			5,430			—			—
Repurchased		(19,865	)		(267,633	)		(22	)		(275	)		(355	)		(4,869	)		(310	)		(3,983	)
Total		136,241		$	1,866,966			14,994		$	196,259			5,036		$	68,255			3,667		$	46,385

52

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2055  SERIES:	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13						FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	CLASS C						CLASS C						CLASS I						CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		57		$	773			103		$	1,324			20,138		$	275,686			350,429		$	4,364,757
Reinvested		5			65			—			—			1,946			25,602			—	1		1
Repurchased		(110	)		(1,441	)		(65	)		(854	)		(8,121	)		(112,262	)		(324,175	)		(4,025,864	)
Total		(48	)	$	(603	)		38		$	470			13,963		$	189,026			26,254		$	338,894

¹Less than 1 share.

The following table represents instances at April 30, 2014, 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		4,978,484		69.5	%	$	53,426,993
Target 2010 Series		3		2,884,366		59.2	%	$	29,649,280
Target 2015 Series		5		493,839		69.5	%	$	5,948,560
Target 2020 Series		3		7,557,767		44.4	%	$	81,029,457
Target 2025 Series		2		797,528		56.2	%	$	10,272,030
Target 2030 Series		3		8,511,759		50.3	%	$	97,294,177
Target 2035 Series		2		623,631		64.6	%	$	8,468,826
Target 2040 Series		3		5,314,802		52.1	%	$	65,673,100
Target 2045 Series		2		193,419		50.7	%	$	2,732,385
Target 2050 Series		1		2,427,238		56.5	%	$	32,864,806

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 April 30, 2014.

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. Each Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

53

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2013 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
Long-term capital gain (2013)	$	2,218,454	$	1,483,511	$	—	$	4,692,366	$	—	$	4,462,597

	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	$	—
Long-term capital gain (2013)	$	—	$	1,953,285	$	—	$	109,425	$	—

At April 30, 2014, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation and depreciation 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	$	73,415,893		$	47,932,900		$	8,382,756		$	171,160,722		$	17,905,597		$	177,125,177
Unrealized appreciation	$	3,545,853		$	1,939,819		$	185,576		$	11,169,641		$	408,479		$	16,106,922
Unrealized depreciation		(2,139	)		(14,026	)		(3,147	)		(386,653	)		(15,911	)		(616,663	)
Net unrealized appreciation	$	3,543,714		$	1,925,793		$	182,429		$	10,782,988		$	392,568		$	15,490,259

	TARGET  2035  SERIES			TARGET  2040  SERIES		TARGET  2045  SERIES			TARGET  2050  SERIES			TARGET  2055  SERIES
Cost for federal income tax purposes	$	12,803,870		$	114,508,513	$	5,330,232		$	51,720,385		$	2,777,106
Unrealized appreciation	$	293,576		$	10,635,859	$	72,694		$	6,516,556		$	—
Unrealized depreciation		(7,516	)		—		(20,927	)		(305	)		(22,660	)
Net unrealized appreciation (depreciation)	$	286,060		$	10,635,859	$	51,767		$	6,516,251		$	(22,660	)

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.

54

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 20, 2013, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2013 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 27 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

• The Board considered the performance of each Series since its inception, as well as performance over multiple time periods. Performance for one or more of the following time periods was considered as applicable to the Series’ inception date: inception, three year, five year, ten year, and current market cycle. A market cycle includes periods of both rising and falling markets. Returns for established benchmark indices for each Series were provided. In addition, the Board considered at the meeting (and considers on a quarterly basis) a peer group performance analysis consisting of Morningstar universes of mutual funds with similar investment objectives. The Board discussed the performance with representatives from the Advisor and concluded that the investment performance of each of the Fund’s Series was reasonable based on the Series’ actual performance and comparative performance, especially for those series with performance over the current market cycle.

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 18 of the 37 active Series of the Fund are currently experiencing expenses above the capped expense ratios. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

• The Board considered the fees and expenses of the various Series of the Fund. The Advisor presented the advisory fees and total expenses for each Series, including the advisory fee adjusted for any expense waivers or reimbursements (either contractual or voluntary) paid by the Advisor. The advisory fees and expense ratios of each Series were compared to an average (on both a mean and median basis) of similar funds as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the levels of its advisory fee for each Series of the Fund and as compared to the median and mean advisory fees for similar funds as listed on Morningstar. Expense ratios for every Series, except the Tax Managed Series, Pro-Blend Series Class C, and Target Series’ Class R and Class C, are lower than, or substantially similar to the Morningstar mean and median reported total expense ratio. The higher than mean and median total expense ratios for Classes C and R reflect higher distribution, marketing and shareholder service fees payable to broker-dealers through a 100bp 12b-1 fee for Class C and a 50bp 12b-1 fee for Class R. Based on their review of the information provided, the Board concluded that the fees and expenses of each Series of the Fund were reasonable on a comparative basis.

55

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

• In addition to the factors described above, the Board considered the Advisor’s personnel, investment strategies, policies and procedures relating to compliance with personal securities transactions, reputation, expertise and resources in domestic and foreign financial markets. The Board concluded that these factors support the conclusion that the Advisor performs its services in a reasonable manner.

• The Board then considered economies of scale and concluded that the current fee schedule to the advisory agreement remained reasonable given the multiple uses of the Fund (for the Advisor’s discretionary investment account clients in addition to direct investors), the current profitability of the Advisor’s services to the Fund under the Agreement, the number of newly established series of the Fund and the overall size of the Fund complex.

Based on the Board’s deliberations and their evaluation of the information described above, the Board, including a majority of Directors that are not “interested persons” as defined in the Investment Company Act of 1940, concluded that the compensation under the Agreement was fair and reasonable in light of the services and expenses and such other matters as the Directors considered to be relevant in the exercise of their reasonable judgment. Accordingly, the Board approved the renewal of the Agreement. In the course of their deliberations, the Directors did not identify any particular information that was all important or controlling.

56

{This page intentionally left blank}

57

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.

MNTGT-04/14-SAR

58

	DIVIDEND FOCUS SERIES
www.manning-napier.com

Dividend Focus 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 in each Class at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

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 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                   11/1/13	ENDING  ACCOUNT VALUE                   4/30/14	EXPENSES PAID  DURING PERIOD*                   11/1/13-4/30/14	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,084.80	$4.14	0.80%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.83	$4.01	0.80%
Class I
Actual	$1,000.00	$1,086.50	$2.85	0.55%
Hypothetical (5% return before expenses)	$1,000.00	$1,022.07	$2.76	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 181/365 to reflect the one-half year period.

1

Dividend Focus Series

Portfolio Composition as of April 30, 2014

(unaudited)

2

Dividend Focus Series

Investment Portfolio - April 30, 2014

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 97.9%
Consumer Discretionary - 7.5%
Automobiles - 1.4%
Toyota Motor Corp. - ADR (Japan)		24,178	$	2,621,379
Distributors - 0.3%
Genuine Parts Co.		6,667		580,829
Hotels, Restaurants & Leisure - 1.7%
McDonald’s Corp.		31,214		3,164,475
Leisure Products - 0.3%
Mattel, Inc.		15,353		602,068
Media - 1.0%
Thomson Reuters Corp.		29,872		1,080,769
WPP plc - ADR (United Kingdom)		7,171		773,966
				1,854,735
Multiline Retail - 0.4%
Kohl’s Corp.		7,523		412,185
Nordstrom, Inc.		6,896		422,587
				834,772
Specialty Retail - 2.4%
The Gap, Inc.		13,838		543,833
The Home Depot, Inc.		43,065		3,424,098
L Brands, Inc.		11,823		640,807
				4,608,738
Total Consumer Discretionary				14,266,996
Consumer Staples - 21.9%
Beverages - 6.4%
The Coca-Cola Co.		117,949		4,811,140
Coca-Cola Enterprises, Inc.		9,251		420,365
Coca-Cola FEMSA S.A.B. de C.V. - ADR (Mexico)		6,012		673,104
Diageo plc - ADR (United Kingdom)		15,080		1,851,522
Dr. Pepper Snapple Group, Inc.		7,486		414,874
PepsiCo, Inc.		45,267		3,887,983
				12,058,988
Food & Staples Retailing - 3.6%
Sysco Corp.		22,491		819,347
Wal-Mart Stores, Inc.		75,582		6,024,641
				6,843,988
Food Products - 4.1%
Archer-Daniels-Midland Co.		21,678		947,979
ConAgra Foods, Inc.		17,774		542,285
General Mills, Inc.		21,747		1,153,026

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

3

Dividend Focus Series

Investment Portfolio - April 30, 2014

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
The J.M. Smucker Co.		4,975	$	480,983
Kellogg Co.		13,388		894,720
Kraft Foods Group, Inc.		14,941		849,545
Unilever plc - ADR (United Kingdom)		62,149		2,780,546
				7,649,084
Household Products - 4.8%
The Clorox Co.		4,752		431,006
Colgate-Palmolive Co.		26,075		1,754,848
Kimberly-Clark Corp.		12,413		1,393,359
The Procter & Gamble Co.		66,723		5,507,984
				9,087,197
Tobacco - 3.0%
Lorillard, Inc.		14,796		879,178
Philip Morris International, Inc.		45,593		3,895,010
Reynolds American, Inc.		17,011		959,931
				5,734,119
Total Consumer Staples				41,373,376
Energy - 12.2%
Energy Equipment & Services - 0.3%
Transocean Ltd.		11,846		510,207
Oil, Gas & Consumable Fuels - 11.9%
CNOOC Ltd. - ADR (China)		8,551		1,412,540
ConocoPhillips		38,840		2,886,200
Exxon Mobil Corp.		71,531		7,325,490
Marathon Oil Corp.		24,185		874,288
Occidental Petroleum Corp.		20,732		1,985,089
Royal Dutch Shell plc - ADR (Netherlands)		66,853		5,264,005
Statoil ASA - ADR (Norway)		79,932		2,435,528
Ultrapar Participacoes SA - ADR (Brazil)		18,537		461,386
				22,644,526
Total Energy				23,154,733
Financials - 0.5%
Insurance - 0.5%
Marsh & McLennan Companies, Inc.		20,069		989,602
Health Care - 20.5%
Health Care Equipment & Supplies - 0.7%
Baxter International, Inc.		17,327		1,261,232
Pharmaceuticals - 19.8%
AbbVie, Inc.		42,139		2,194,599

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

4

Dividend Focus Series

Investment Portfolio - April 30, 2014

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Pharmaceuticals (continued)
AstraZeneca plc - ADR (United Kingdom)		36,876	$	2,915,048
Eli Lilly & Co.		33,172		1,960,465
GlaxoSmithKline plc - ADR (United Kingdom)		71,920		3,982,210
Johnson & Johnson		63,968		6,479,319
Merck & Co., Inc.		79,918		4,679,998
Novartis AG - ADR (Switzerland)		61,478		5,344,897
Pfizer, Inc.		165,824		5,186,975
Sanofi - ADR (France)		66,802		3,593,948
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		24,163		1,180,604
				37,518,063
Total Health Care				38,779,295
Industrials - 13.6%
Aerospace & Defense - 3.2%
The Boeing Co.		18,830		2,429,447
General Dynamics Corp.		11,123		1,217,412
Lockheed Martin Corp.		8,562		1,405,367
Raytheon Co.		10,688		1,020,490
				6,072,716
Air Freight & Logistics - 0.9%
United Parcel Service, Inc. - Class B		16,735		1,648,398
Commercial Services & Supplies - 0.4%
Waste Management, Inc.		18,080		803,656
Electrical Equipment - 2.2%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		69,468		1,661,675
Eaton Corp. plc		12,101		879,017
Emerson Electric Co.		23,203		1,581,981
				4,122,673
Industrial Conglomerates - 4.0%
3M Co.		21,680		3,015,471
Koninklijke Philips Electronics N.V. - NY Shares (Netherlands)		33,993		1,086,416
Siemens AG - ADR (Germany)		26,643		3,512,347
				7,614,234
Machinery - 2.4%
Caterpillar, Inc.		15,820		1,667,428
Deere & Co.		11,662		1,088,531
Illinois Tool Works, Inc.		14,784		1,260,040
Stanley Black & Decker, Inc.		6,541		561,806
				4,577,805

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

5

Dividend Focus Series

Investment Portfolio - April 30, 2014

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Road & Rail - 0.5%
CSX Corp.		32,811	$	925,926
Total Industrials				25,765,408
Information Technology - 16.3%
Communications Equipment - 2.1%
Cisco Systems, Inc.		111,989		2,588,066
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		113,380		1,359,426
				3,947,492
IT Services - 2.0%
Accenture plc - Class A		19,721		1,582,019
Automatic Data Processing, Inc.		16,740		1,305,050
Paychex, Inc.		11,752		491,351
Xerox Corp.		40,232		486,405
				3,864,825
Semiconductors & Semiconductor Equipment - 3.0%
Intel Corp.		141,722		3,782,560
KLA-Tencor Corp.		6,135		392,579
Texas Instruments, Inc.		31,452		1,429,493
				5,604,632
Software - 4.3%
CA, Inc.		15,293		460,931
Microsoft Corp.		179,028		7,232,731
Symantec Corp.		23,597		478,547
				8,172,209
Technology Hardware, Storage & Peripherals - 4.9%
Apple, Inc.		12,577		7,421,562
Canon, Inc. - ADR (Japan)		42,897		1,341,818
Seagate Technology plc		9,996		525,590
				9,288,970
Total Information Technology				30,878,128
Materials - 2.0%
Chemicals - 1.3%
The Dow Chemical Co.		25,410		1,267,959
LyondellBasell Industries N.V. - Class A - ADR		12,026		1,112,405
				2,380,364
Metals & Mining - 0.3%
Teck Resources Ltd. - Class B (Canada)		23,279		530,063

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

6

Dividend Focus Series

Investment Portfolio - April 30, 2014

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Paper & Forest Products - 0.4%
International Paper Co.		16,193	$	755,403
Total Materials				3,665,830
Telecommunication Services - 3.4%
Diversified Telecommunication Services - 1.8%
Telekomunikasi Indonesia Persero Tbk PT - ADR (Indonesia)		17,447		692,646
Verizon Communications, Inc.		57,620		2,692,583
				3,385,229
Wireless Telecommunication Services - 1.6%
Mobile Telesystems OJSC - ADR (Russia)		41,553		696,428
NTT DOCOMO, Inc. - ADR (Japan)		117,425		1,876,452
SK Telecom Co. Ltd. - ADR (South Korea)		23,143		534,372
				3,107,252
Total Telecommunication Services				6,492,481
TOTAL COMMON STOCKS
(Identified Cost $150,194,841)				185,365,849
SHORT-TERM INVESTMENT - 2.0%
Dreyfus Cash Management, Inc. - Institutional Shares1, 0.03%
(Identified Cost $3,779,849)		3,779,849		3,779,849
TOTAL INVESTMENTS - 99.9%
(Identified Cost $153,974,690)				189,145,698
OTHER ASSETS, LESS LIABILITIES - 0.1%				196,341
NET ASSETS - 100%			$	189,342,039

ADR - American Depositary Receipt

¹Rate shown is the current yield as of April 30, 2014.

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.

7

Dividend Focus Series

Statement of Assets and Liabilities

April 30, 2014 (unaudited)

ASSETS:
Investments, at value (identified cost $153,974,690) (Note 2)	$	189,145,698
Cash		45,035
Receivable for fund shares sold		231,419
Dividends receivable		206,704
Foreign tax reclaims receivable		71,344
Prepaid and other expenses		2,061
TOTAL ASSETS		189,702,261
LIABILITIES:
Accrued management fees (Note 3)		68,537
Accrued fund accounting and administration fees (Note 3)		12,533
Accrued shareholder services fees (Class S) (Note 3)		2,515
Accrued transfer agent fees (Note 3)		1,993
Accrued Directors’ fees (Note 3)		729
Payable for fund shares repurchased		244,382
Audit fees payable		21,076
Other payables and accrued expenses		8,457
TOTAL LIABILITIES		360,222
TOTAL NET ASSETS	$	189,342,039
NET ASSETS CONSIST OF:
Capital stock	$	118,987
Additional paid-in-capital		144,742,858
Undistributed net investment income		525,870
Accumulated net realized gain on investments		8,783,316
Net unrealized appreciation on investments		35,171,008
TOTAL NET ASSETS	$	189,342,039
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($12,122,261/978,584 shares)	$	12.39
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($177,219,778/10,920,109 shares)	$	16.23

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

8

Dividend Focus Series

Statement of Operations

For the Six Months Ended April 30, 2014 (unaudited)

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $99,582)	$	2,630,297
EXPENSES:
Management fees (Note 3)		393,461
Fund accounting and administration fees (Note 3)		26,812
Shareholder services fees (Class S)(Note 3)		14,536
Transfer agent fees (Note 3)		6,830
Directors’ fees (Note 3)		1,561
Chief Compliance Officer service fees (Note 3)		1,211
Custodian fees		3,986
Miscellaneous		45,306
Total Expenses		493,703
NET INVESTMENT INCOME		2,136,594
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments		8,849,678
Net change in unrealized appreciation (depreciation) on investments		4,087,383
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		12,937,061
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	15,073,655

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

9

Dividend Focus Series

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	2,136,594		$	3,944,055
Net realized gain on investments		8,849,678			3,273,507
Net change in unrealized appreciation (depreciation) on investments		4,087,383			22,787,788
Net increase from operations		15,073,655			30,005,350
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(164,007	)		(252,541	)
From net investment income (Class I)		(1,913,445	)		(3,743,537	)
From net realized gain on investments (Class S)		(279,952	)		(33,422	)
From net realized gain on investments (Class I)		(3,013,000	)		(601,612	)
Total distributions to shareholders		(5,370,404	)		(4,631,112	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		9,982,971			10,391,604
Net increase in net assets		19,686,222			35,765,842
NET ASSETS:
Beginning of period		169,655,817			133,889,975
End of period (including undistributed net investment income of $525,870 and $466,728, respectively)	$	189,342,039		$	169,655,817

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

10

Dividend Focus Series

Financial Highlights - Class S

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13			FOR THE  PERIOD 3/1/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.88		$	10.14		$	10.00
Income from investment operations:
Net investment income2		0.13			0.26			0.12
Net realized and unrealized gain on investments		0.85			1.89			0.23
Total from investment operations		0.98			2.15			0.35
Less distributions to shareholders:
From net investment income		(0.17	)		(0.35	)		(0.21	)
From net realized gain on investments		(0.30	)		(0.06	)		—
Total distributions to shareholders		(0.47	)		(0.41	)		(0.21	)
Net asset value - End of period	$	12.39		$	11.88		$	10.14
Net assets - End of period (000’s omitted)	$	12,122		$	10,667		$	5,130
Total return3		8.48	%		21.70	%		3.59	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.80	%4		0.81	%		0.86	%4
Net investment income		2.20	%4		2.31	%		1.76	%4
Portfolio turnover		21	%		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.

11

Dividend Focus Series

Financial Highlights - Class I*

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEARS ENDED												FOR THE PERIOD 11/7/081 TO 10/31/09
				10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	15.41		$	13.03		$	11.96		$	12.41		$	11.38		$	10.00
Income from investment operations:
Net investment income2		0.19			0.37			0.34			0.27			0.36			0.34
Net realized and unrealized gain on investments		1.11			2.45			1.05			0.88			1.02			1.22
Total from investment operations		1.30			2.82			1.39			1.15			1.38			1.56
Less distributions to shareholders:
From net investment income		(0.18	)		(0.38	)		(0.30	)		(0.30	)		(0.35	)		(0.18	)
From net realized gain on investments		(0.30	)		(0.06	)		(0.02	)		(1.30	)		—	3		—
Total distributions to shareholders		(0.48	)		(0.44	)		(0.32	)		(1.60	)		(0.35	)		(0.18	)
Net asset value - End of period	$	16.23		$	15.41		$	13.03		$	11.96		$	12.41		$	11.38
Net assets - End of period (000’s omitted)	$	177,220		$	158,989		$	128,760		$	79,028		$	2,643		$	2,044
Total return4		8.65	%		22.02	%		11.77	%		10.17	%		12.32	%		15.81	%
Ratios (to average net assets)/ Supplemental Data:
Expenses**		0.55	%5		0.56	%		0.59	%		0.60	%		0.60	%		0.60	%5
Net investment income		2.46	%5		2.63	%		2.69	%		2.41	%		2.99	%		3.33	%5
Portfolio turnover		21	%		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			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.

12

Dividend Focus Series

Notes to Financial Statements

(unaudited)

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 April 30, 2014, 11 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

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

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates fair value. Investments in open-end investment companies are valued at their net asset value per share on valuation date.

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

Securities for which representative valuations or prices are not available from the Series’ pricing service may be valued at fair value as determined in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board of Directors (the “Board”). Due to the inherent uncertainty of valuations of such securities, the fair value may differ significantly from the values that would have been used had a ready market for such securities existed. If trading or events occurring after the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account.

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

13

Dividend Focus Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of April 30, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	14,266,996	$	14,266,996	$	—	$	—
Consumer Staples		41,373,376		41,373,376		—		—
Energy		23,154,733		23,154,733		—		—
Financials		989,602		989,602		—		—
Health Care		38,779,295		38,779,295		—		—
Industrials		25,765,408		25,765,408		—		—
Information Technology		30,878,128		30,878,128		—		—
Materials		3,665,830		3,665,830		—		—
Telecommunication Services		6,492,481		6,492,481		—		—
Mutual Fund		3,779,849		3,779,849		—		—
Total assets	$	189,145,698	$	189,145,698	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2013 or April 30, 2014.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2014.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Series is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Interest income, including amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

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

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

Foreign Currency Translation

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

14

Dividend Focus Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Federal Taxes

The Series’ policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series is not subject to federal income 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 April 30, 2014, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 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 are made quarterly. Distributions of net realized gains are made annually. An additional distribution may be necessary to avoid taxation of the Series. Distributions are recorded on the ex-dividend date.

Indemnifications

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

Other

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

15

Dividend Focus Series

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates

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

Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series’ organization. The Advisor also provides the Fund with necessary office space and fund administration and support services. The salaries of all officers of the Fund (except a percentage of the Fund’s Chief Compliance Officer’s salary, which is paid by the Fund), and of all Directors who are “affiliated persons” of the Fund, or of the Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended 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 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, the Class S shares of the Series pay 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 six months ended April 30, 2014, 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.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series and Strategic Income Series); plus a base fee of $25,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees, by 10%, excluding out-of-pocket expenses.

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

4. Purchases and Sales of Securities

For the six months ended April 30, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $43,025,577 and $36,279,224, respectively. There were no purchases or sales of U.S. Government securities.

16

Dividend Focus Series

Notes to Financial Statements (continued)

(unaudited)

5. Capital Stock Transactions

Transactions in Class S and I shares of Dividend Focus Series were:

CLASS S	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		188,974		$	2,254,355			877,363		$	9,728,990
Reinvested		37,533			436,005			25,748			279,952
Repurchased		(146,046	)		(1,756,467	)		(510,763	)		(5,721,259	)
Total		80,461		$	933,893			392,348		$	4,287,683
CLASS I	FOR THE SIX MONTHS ENDED 4/30/14						FOR THE YEAR ENDED 10/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,551,753		$	23,776,400			2,367,127		$	33,398,961
Reinvested		163,038			2,476,818			167,225			2,322,206
Repurchased		(1,110,308	)		(17,204,140	)		(2,097,414	)		(29,617,246	)
Total		604,483		$	9,049,078			436,938		$	6,103,921

At April 30, 2014, one shareholder account owned 4,457,408 shares of the Series (37.5% of shares outstanding) valued at $72,343,725. In addition, the retirement plan of the Advisor and its affiliates owned 167,275 shares of the Series (1.4% of shares outstanding) valued at $2,714,877. 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 April 30, 2014.

7. Foreign Securities

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

8. Federal Income Tax Information

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

17

Dividend Focus Series

Notes to Financial Statements (continued)

(unaudited)

8. Federal Income Tax Information (continued)

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2013 was as follows:

Ordinary income	$	4,475,466
Long-term capital gains		155,646

At April 30, 2014, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:

Cost for federal income tax purposes	$	154,036,193
Unrealized appreciation		35,782,337
Unrealized depreciation		(672,832	)
Net unrealized appreciation	$	35,109,505

18

Dividend Focus Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 20, 2013, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2013 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 27 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

• The Board considered the performance of each Series since its inception, as well as performance over multiple time periods. Performance for one or more of the following time periods was considered as applicable to the Series’ inception date: inception, three year, five year, ten year, and current market cycle. A market cycle includes periods of both rising and falling markets. Returns for established benchmark indices for each Series were provided. In addition, the Board considered at the meeting (and considers on a quarterly basis) a peer group performance analysis consisting of Morningstar universes of mutual funds with similar investment objectives. The Board discussed the performance with representatives from the Advisor and concluded that the investment performance of each of the Fund’s Series was reasonable based on the Series’ actual performance and comparative performance, especially for those series with performance over the current market cycle.

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 18 of the 37 active Series of the Fund are currently experiencing expenses above the capped expense ratios. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

• The Board considered the fees and expenses of the various Series of the Fund. The Advisor presented the advisory fees and total expenses for each Series, including the advisory fee adjusted for any expense waivers or reimbursements (either contractual or voluntary) paid by the Advisor. The advisory fees and expense ratios of each Series were compared to an average (on both a mean and median basis) of similar funds as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the levels of its advisory fee for each Series of the Fund and as compared to the median and mean advisory fees for similar funds as listed on Morningstar. Expense ratios for every Series, except the Tax Managed Series, Pro-Blend Series Class C, and Target Series’ Class R and Class C, are lower than, or substantially similar to the Morningstar mean and median reported total expense ratio. The higher than mean and median total expense ratios for Classes C and R reflect higher distribution, marketing and shareholder service fees payable to broker-dealers through a 100bp 12b-1 fee for Class C and a 50bp 12b-1 fee for Class R. Based on their review of the information provided, the Board concluded that the fees and expenses of each Series of the Fund were reasonable on a comparative basis.

19

Dividend Focus Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

• In addition to the factors described above, the Board considered the Advisor’s personnel, investment strategies, policies and procedures relating to compliance with personal securities transactions, reputation, expertise and resources in domestic and foreign financial markets. The Board concluded that these factors support the conclusion that the Advisor performs its services in a reasonable manner.

• The Board then considered economies of scale and concluded that the current fee schedule to the advisory agreement remained reasonable given the multiple uses of the Fund (for the Advisor’s discretionary investment account clients in addition to direct investors), the current profitability of the Advisor’s services to the Fund under the Agreement, the number of newly established series of the Fund and the overall size of the Fund complex.

Based on the Board’s deliberations and their evaluation of the information described above, the Board, including a majority of Directors that are not “interested persons” as defined in the Investment Company Act of 1940, concluded that the compensation under the Agreement was fair and reasonable in light of the services and expenses and such other matters as the Directors considered to be relevant in the exercise of their reasonable judgment. Accordingly, the Board approved the renewal of the Agreement. In the course of their deliberations, the Directors did not identify any particular information that was all important or controlling.

20

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21

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

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.

MNDIV-04/14-SAR

	OVERSEAS SERIES
www.manning-napier.com

Overseas 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 (November 1, 2013 to April 30, 2014).

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                               11/1/13	ENDING  ACCOUNT VALUE                               4/30/14	EXPENSES PAID  DURING  PERIOD*                              11/1/13-4/30/14
Actual	$1,000.00	$1,047.60	$3.76
Hypothetical (5% return before expenses)	$1,000.00	$1,021.12	$3.71

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.74%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

Overseas Series

Portfolio Composition as of April 30, 2014

(unaudited)

2

Overseas Series

Investment Portfolio - April 30, 2014

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS - 96.0%
Consumer Discretionary - 15.8%
Automobiles - 1.6%
Toyota Motor Corp. (Japan)1		875,200	$	47,285,447
Diversified Consumer Services - 0.9%
Anhanguera Educacional Participacoes S.A. (Brazil)		3,939,760		24,383,311
Hotels, Restaurants & Leisure - 2.6%
Accor S.A. (France)1		1,508,935		73,876,735
Internet & Catalog Retail - 0.6%
Ocado Group plc (United Kingdom)*1		3,123,638		17,780,771
Media - 5.6%
British Sky Broadcasting Group plc (United Kingdom)1		5,084,020		75,537,560
Grupo Televisa S.A.B. - ADR (Mexico)		493,387		16,188,027
Liberty Global plc - ADR (United Kingdom)		699,880		27,869,222
Liberty Global plc - Class C (United Kingdom)		383,950		14,755,199
ProSiebenSat.1 Media AG (Germany)1		328,870		14,393,917
Societe Television Francaise 1 (France)1		745,155		12,688,482
				161,432,407
Multiline Retail - 1.0%
Marks & Spencer Group plc (United Kingdom)1		3,861,930		28,872,882
Specialty Retail - 1.4%
Kingfisher plc (United Kingdom)1		5,843,360		41,349,664
Textiles, Apparel & Luxury Goods - 2.1%
adidas AG (Germany)1		311,550		33,305,180
Lululemon Athletica, Inc. (United States)*		604,030		27,743,098
				61,048,278
Total Consumer Discretionary				456,029,495
Consumer Staples - 22.7%
Beverages - 7.1%
AMBEV S.A. - ADR (Brazil)*		6,219,135		45,088,729
Anheuser-Busch InBev N.V. (Belgium)1		424,040		46,218,532
Carlsberg A/S - Class B (Denmark)1		300,400		30,049,717
Diageo plc (United Kingdom)1		925,030		28,342,599
Remy Cointreau S.A. (France)1		48,348		4,251,914
SABMiller plc (United Kingdom)1		953,360		51,911,131
				205,862,622
Food & Staples Retailing - 6.4%
Carrefour S.A. (France)1		1,949,605		75,997,575
Distribuidora Internacional de Alimentacion S.A. (Spain)1		848,895		7,593,758
Tesco plc (United Kingdom)1		20,242,500		100,279,415
				183,870,748

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

3

Overseas Series

Investment Portfolio - April 30, 2014

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products - 6.8%
Charoen Pokphand Foods PCL (Thailand)1		26,541,630	$	22,195,670
Danone (France)1		873,280		64,482,112
Nestle S.A. (Switzerland)1		784,170		60,604,020
Unilever plc - ADR (United Kingdom)		1,084,800		48,533,952
				195,815,754
Personal Products - 0.8%
Beiersdorf AG (Germany)1		233,060		23,395,611
Tobacco - 1.6%
Imperial Tobacco Group plc (United Kingdom)1		722,110		31,205,409
Swedish Match AB (Sweden)1		443,040		15,199,309
				46,404,718
Total Consumer Staples				655,349,453
Energy - 18.0%
Energy Equipment & Services - 6.7%
CGG S.A. (France)*1		3,142,847		54,376,825
Petroleum Geo-Services ASA (Norway)1		1,381,190		16,676,073
Schlumberger Ltd. (United States)		931,260		94,569,453
Trican Well Service Ltd. (Canada)		2,059,100		29,494,886
Trican Well Service Ltd. (Canada)		39,040		563,179
				195,680,416
Oil, Gas & Consumable Fuels - 11.3%
Cameco Corp. (Canada)		2,967,620		63,180,630
Encana Corp. (Canada)		3,847,136		89,292,027
Koninklijke Vopak N.V. (Netherlands)1		267,300		13,327,856
Petroleo Brasileiro S.A. - ADR (Brazil)		4,110,010		60,828,148
Talisman Energy, Inc. (Canada)		8,175,200		84,508,021
Talisman Energy, Inc. - ADR (Canada)		100,910		1,042,400
Whitehaven Coal Ltd. (Australia)*1		10,396,626		14,167,378
				326,346,460
Total Energy				522,026,876
Financials - 3.9%
Banks - 1.6%
HSBC Holdings plc (United Kingdom)1		4,382,490		44,778,391
Capital Markets - 0.9%
CETIP S.A. - Mercados Organizados (Brazil)		2,028,190		25,714,511
Insurance - 1.4%
Admiral Group plc (United Kingdom)1		1,752,850		41,394,307
Total Financials				111,887,209

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

4

Overseas Series

Investment Portfolio - April 30, 2014

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Health Care - 9.1%
Health Care Equipment & Supplies - 2.0%
BioMerieux (France)1		134,620	$	14,700,250
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		31,212,000		31,623,660
Sonova Holding AG (Switzerland)1		90,867		13,127,084
				59,450,994
Health Care Providers & Services - 3.5%
Fresenius Medical Care AG & Co. KGaA (Germany)1		753,380		51,906,015
Life Healthcare Group Holdings Ltd. (South Africa)1		8,484,960		33,740,855
Sonic Healthcare Ltd. (Australia)1		962,731		15,880,361
				101,527,231
Life Sciences Tools & Services - 1.2%
QIAGEN N.V. (United States)*1		1,603,953		35,212,645
Pharmaceuticals - 2.4%
Novo Nordisk A/S - Class B (Denmark)1		622,415		28,248,939
Sanofi (France)1		370,971		40,035,077
				68,284,016
Total Health Care				264,474,886
Industrials - 10.3%
Airlines - 2.6%
Latam Airlines Group S.A. - ADR (Chile)		1,067,561		16,365,710
Ryanair Holdings plc - ADR (Ireland)*		1,110,820		59,406,654
				75,772,364
Commercial Services & Supplies - 0.5%
Aggreko plc (United Kingdom)1		578,200		15,431,701
Electrical Equipment - 1.8%
Nexans S.A. (France)1		474,372		26,707,894
Schneider Electric S.A. (France)1		255,039		23,940,729
				50,648,623
Machinery - 2.2%
Komatsu Ltd. (Japan)1		1,496,900		32,956,182
SKF AB - Class B (Sweden)1		881,187		22,882,759
Westport Innovations, Inc. - ADR (Canada)*		504,800		6,622,976
				62,461,917
Marine - 0.1%
Pacific Basin Shipping Ltd. (Hong Kong)1		4,818,999		2,812,159
Professional Services - 1.6%
SGS S.A. (Switzerland)1		18,750		46,839,371

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

5

Overseas Series

Investment Portfolio - April 30, 2014

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Trading Companies & Distributors - 1.5%
Brenntag AG (Germany)1		245,770	$	44,521,299
Total Industrials				298,487,434
Information Technology - 3.8%
Internet Software & Services - 2.1%
Mail.ru Group Ltd. - GDR (Russia)*1		212,160		5,778,524
Qihoo 360 Technology Co. Ltd. - ADR (China)*		263,860		22,264,507
Tencent Holdings Ltd. (China)1		225,900		14,222,652
Yandex N.V. - Class A - ADR (Russia)*		731,900		19,395,350
				61,661,033
IT Services - 1.7%
Amdocs Ltd. - ADR (United States)		1,054,035		49,044,248
Total Information Technology				110,705,281
Materials - 10.7%
Chemicals - 4.5%
Akzo Nobel N.V. (Netherlands)1		202,370		15,595,037
Potash Corp. of Saskatchewan, Inc. (Canada)		888,814		32,139,514
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		611,680		19,512,592
Syngenta AG (Switzerland)1		80,852		32,016,717
Umicore S.A. (Belgium)1		647,450		31,737,136
				131,000,996
Construction Materials - 1.9%
CRH plc (Ireland)1		794,723		23,168,322
Holcim Ltd. (Switzerland)1		339,810		31,166,165
				54,334,487
Metals & Mining - 4.3%
Alumina Ltd. (Australia)*1		21,842,280		27,437,013
Norsk Hydro ASA (Norway)1		11,260,450		60,391,995
Teck Resources Ltd. - Class B (Canada)		50,874		1,158,401
ThyssenKrupp AG (Germany)*1		1,199,690		34,241,726
				123,229,135
Total Materials				308,564,618
Telecommunication Services - 1.7%
Wireless Telecommunication Services - 1.7%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		2,379,820		47,786,786
TOTAL COMMON STOCKS
(Identified Cost $2,489,680,403)				2,775,312,038

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

6

Overseas Series

Investment Portfolio - April 30, 2014

(unaudited)

			VALUE
	SHARES		(NOTE 2)
SHORT-TERM INVESTMENT - 3.4%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.03%
(Identified Cost $ 98,867,345)		98,867,345	$	98,867,345
TOTAL INVESTMENTS - 99.4%
(Identified Cost $ 2,588,547,748)				2,874,179,383
OTHER ASSETS, LESS LIABILITIES - 0.6%				18,425,599
NET ASSETS - 100%			$	2,892,604,982

ADR - American Depositary Receipt

GDR - Global Depositary Receipt

* Non-income producing security.

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

² Rate shown is the current yield as of April 30, 2014.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United Kingdom - 19.6%; France - 13.5%; Canada - 10.6%.

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.

7

Overseas Series

Statement of Assets & Liabilities

April 30, 2014 (unaudited)

ASSETS:
Investments, at value (identified cost $2,588,547,748) (Note 2)	$	2,874,179,383
Foreign currency (identified cost $430,631)		432,542
Cash		14,994,553
Dividends receivable		13,239,676
Receivable for securities sold		2,842,202
Foreign tax reclaims receivable		2,347,546
Receivable for fund shares sold		576,513
Prepaid and other expenses		33,762
TOTAL ASSETS		2,908,646,177
LIABILITIES:
Accrued management fees (Note 3)		1,653,693
Accrued fund accounting and administration fees (Note 3)		88,911
Accrued Directors’ fees (Note 3)		21,533
Accrued transfer agent fees (Note 3)		2,053
Payable for securities purchased		13,637,949
Payable for fund shares repurchased		447,831
Other payables and accrued expenses		189,225
TOTAL LIABILITIES		16,041,195
TOTAL NET ASSETS	$	2,892,604,982
NET ASSETS CONSIST OF:
Capital stock	$	1,065,880
Additional paid-in-capital		2,458,424,255
Undistributed net investment income		14,769,411
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		132,631,231
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		285,714,205
TOTAL NET ASSETS	$	2,892,604,982
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($2,892,604,982/106,588,030 shares)	$	27.14

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

8

Overseas Series

Statement of Operations

For the Six Months Ended April 30, 2014 (unaudited)

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $2,649,212)	$	27,319,340
EXPENSES:
Management fees (Note 3)		9,409,925
Fund accounting and administration fees (Note 3)		164,651
Directors’ fees (Note 3)		22,313
Transfer agent fees (Note 3)		4,465
Chief Compliance Officer service fees (Note 3)		1,211
Custodian fees		238,608
Miscellaneous		131,033
Total Expenses		9,972,206
NET INVESTMENT INCOME		17,347,134
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on-
Investments		134,522,425
Foreign currency and translation of other assets and liabilities		854,307
		135,376,732
Net change in unrealized appreciation (depreciation) on-
Investments		(25,797,306	)
Foreign currency and translation of other assets and liabilities		(172,040	)
		(25,969,346	)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		109,407,386
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	126,754,520

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

9

Overseas Series

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE IN NET ASSETS:
OPERATIONS:
Net investment income	$	17,347,134		$	38,756,582
Net realized gain on investments and foreign currency		135,376,732			156,993,045
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(25,969,346	)		305,513,721
Net increase from operations		126,754,520			501,263,348
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(36,250,731	)		(34,167,815	)
From net realized gain on investments		(105,998,729	)		—
Total distributions to shareholders		(142,249,460	)		(34,167,815	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		246,438,089			200,567,153
Net increase in net assets		230,943,149			667,662,686
NET ASSETS:
Beginning of period		2,661,661,833			1,993,999,147
End of period (including undistributed net investment income of $14,769,411 and $33,673,008, respectively)	$	2,892,604,982		$	2,661,661,833

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

10

Overseas Series

Financial Highlights

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			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 period):
Net asset value - Beginning of period	$	27.39		$	22.47		$	22.63		$	24.22		$	21.68		$	17.78
Income (loss) from investment operations:
Net investment income1		0.17			0.41			0.36			0.75			0.32			0.36
Net realized and unrealized gain (loss) on investments		1.04			4.88			0.51			(2.09	)		2.41			4.35
Total from investment operations		1.21			5.29			0.87			(1.34	)		2.73			4.71
Less distributions to shareholders:
From net investment income		(0.37	)		(0.37	)		(0.52	)		(0.25	)		(0.19	)		(0.42	)
From net realized gain on investments		(1.09	)		—			(0.51	)		—	2		—			(0.39	)
Total distributions to shareholders		(1.46	)		(0.37	)		(1.03	)		(0.25	)		(0.19	)		(0.81	)
Net asset value - End of period	$	27.14		$	27.39		$	22.47		$	22.63		$	24.22		$	21.68
Net assets - End of period (000’s omitted)	$	2,892,605		$	2,661,662		$	1,993,999		$	1,336,187		$	918,272		$	448,441
Total return3		4.76	%		23.87	%		4.61	%		(5.61	%)		12.68	%		28.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.74	%4		0.75	%		0.75	%		0.75	%		0.75	%		0.75	%
Net investment income		1.29	%4		1.65	%		1.68	%		3.04	%		1.42	%		1.97	%
Portfolio turnover		24	%		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			N/A			0.00	%5		0.01	%		0.01	%		0.05	%

¹Calculated based on average shares outstanding during the periods.

²Less than $0.01 per share.

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

⁴Annualized.

⁵Less than 0.01%.

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

11

Overseas Series

Notes to Financial Statements

(unaudited)

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.

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 April 30, 2014, 11 billion shares have been designated in total among 45 series, of which 200 million have been designated as Overseas Series Class A common stock.

2. Significant Accounting Policies

Security Valuation

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

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates fair value. Investments in open-end investment companies are valued at their net asset value per share on valuation date.

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

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

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both

12

Overseas Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

The following is a summary of the valuation levels used for major security types as of April 30, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	456,029,495	$	110,938,857	$	345,090,638	$	—
Consumer Staples		655,349,453		93,622,681		561,726,772		—
Energy		522,026,876		423,478,744		98,548,132		—
Financials		111,887,209		25,714,511		86,172,698		—
Health Care		264,474,886		—		264,474,886		—
Industrials		298,487,434		82,395,340		216,092,094		—
Information Technology		110,705,281		90,704,105		20,001,176		—
Materials		308,564,618		52,810,507		255,754,111		—
Telecommunication Services		47,786,786		47,786,786		—		—
Mutual Fund		98,867,345		98,867,345		—		—
Total assets	$	2,874,179,383	$	1,026,318,876	$	1,847,860,507	$	—

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, 2013 or April 30, 2014.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2014.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Series is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Interest income, including amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

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

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

Foreign Currency Translation

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

13

Overseas Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid.

Federal Taxes

The Series’ 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 April 30, 2014, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 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 0.70% of the Series’ average daily net assets.

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

14

Overseas Series

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates (continued)

percentage of the Fund’s Chief Compliance Officer’s salary, which is paid by the Fund), and of all Directors who are “affiliated persons” of the Fund, or of the Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended 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 management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.75% of average daily net assets each year. For the six months ended April 30, 2014, 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.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series and Strategic Income Series); plus a base fee of $25,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees, by 10%, excluding out-of-pocket expenses.

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

4. Purchases and Sales of Securities

For the six months ended April 30, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $741,251,233 and $633,729,236, 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 SIX MONTHS ENDED  4/30/2014						FOR THE YEAR ENDED 10/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		12,053,273		$	321,014,071			19,752,519		$	486,212,377
Reinvested		5,259,496			133,801,586			1,356,900			31,303,684
Repurchased		(7,885,033	)		(208,377,568	)		(12,672,474	)		(316,948,908	)
Total		9,427,736		$	246,438,089			8,436,945		$	200,567,153

At April 30, 2014, the retirement plan of the Advisor and its affiliates owned 201,649 shares of the Series (0.2% of shares outstanding) valued at $5,472,749.

15

Overseas Series

Notes to Financial Statements (continued)

(unaudited)

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 April 30, 2014.

7. Foreign Securities

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

8. Federal Income Tax Information

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2013, were as follows:

Ordinary income $ 34,167,815

At April 30, 2014, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:

Cost for federal income tax purposes	$	2,589,216,471
Unrealized appreciation		396,009,175
Unrealized depreciation		(111,046,263	)
Net unrealized appreciation	$	284,962,912

16

Overseas Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 20, 2013, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2013 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 27 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

• The Board considered the performance of each Series since its inception, as well as performance over multiple time periods. Performance for one or more of the following time periods was considered as applicable to the Series’ inception date: inception, three year, five year, ten year, and current market cycle. A market cycle includes periods of both rising and falling markets. Returns for established benchmark indices for each Series were provided. In addition, the Board considered at the meeting (and considers on a quarterly basis) a peer group performance analysis consisting of Morningstar universes of mutual funds with similar investment objectives. The Board discussed the performance with representatives from the Advisor and concluded that the investment performance of each of the Fund’s Series was reasonable based on the Series’ actual performance and comparative performance, especially for those series with performance over the current market cycle.

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 18 of the 37 active Series of the Fund are currently experiencing expenses above the capped expense ratios. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

• The Board considered the fees and expenses of the various Series of the Fund. The Advisor presented the advisory fees and total expenses for each Series, including the advisory fee adjusted for any expense waivers or reimbursements (either contractual or voluntary) paid by the Advisor. The advisory fees and expense ratios of each Series were compared to an average (on both a mean and median basis) of similar funds as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the levels of its advisory fee for each Series of the Fund and as compared to the median and mean advisory fees for similar funds as listed on Morningstar. Expense ratios for every Series, except the Tax Managed Series, Pro-Blend Series Class C, and Target Series’ Class R and Class C, are lower than, or substantially similar to the Morningstar mean and median reported total expense ratio. The higher than mean and median total expense ratios for Classes C and R reflect higher distribution, marketing and shareholder service fees payable to broker-dealers through a 100bp 12b-1 fee for Class C and a 50bp 12b-1 fee for Class R. Based on their review of the information provided, the Board concluded that the fees and expenses of each Series of the Fund were reasonable on a comparative basis.

17

Overseas Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

• In addition to the factors described above, the Board considered the Advisor’s personnel, investment strategies, policies and procedures relating to compliance with personal securities transactions, reputation, expertise and resources in domestic and foreign financial markets. The Board concluded that these factors support the conclusion that the Advisor performs its services in a reasonable manner.

• The Board then considered economies of scale and concluded that the current fee schedule to the advisory agreement remained reasonable given the multiple uses of the Fund (for the Advisor’s discretionary investment account clients in addition to direct investors), the current profitability of the Advisor’s services to the Fund under the Agreement, the number of newly established series of the Fund and the overall size of the Fund complex.

Based on the Board’s deliberations and their evaluation of the information described above, the Board, including a majority of Directors that are not “interested persons” as defined in the Investment Company Act of 1940, concluded that the compensation under the Agreement was fair and reasonable in light of the services and expenses and such other matters as the Directors considered to be relevant in the exercise of their reasonable judgment. Accordingly, the Board approved the renewal of the Agreement. In the course of their deliberations, the Directors did not identify any particular information that was all important or controlling.

18

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 30th is available, without charge, upon request:

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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.

MNOVS-04/14-SAR

	PRO-BLEND® CONSERVATIVE TERM SERIES
	PRO-BLEND® MODERATE TERM SERIES
	PRO-BLEND® EXTENDED TERM SERIES
	PRO-BLEND® MAXIMUM TERM SERIES
www.manning-napier.com

Shareholder Expense Example - Pro-Blend^® Conservative Term Series

(unaudited)

As a shareholder of the Series, you may incur two types of costs: (1) transaction costs 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 in each class at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

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                   11/1/13	ENDING  ACCOUNT VALUE                   4/30/14	EXPENSES PAID  DURING PERIOD                   11/1/13-4/30/13*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,041.80	$4.40	0.87%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.48	$4.36	0.87%
Class I
Actual	$1,000.00	$1,042.30	$3.39	0.67%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.47	$3.36	0.67%
Class C
Actual	$1,000.00	$1,037.00	$8.43	1.67%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.51	$8.35	1.67%
Class R
Actual	$1,000.00	$1,039.80	$5.92	1.17%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.99	$5.86	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 181/365 to reflect the one-half year period.

1

Portfolio Composition - Pro-Blend^® Conservative Term Series

As of April 30, 2014 (unaudited)

Sector Allocation3
Financials	23.7	%
Consumer Discretionary	10.5	%
Energy	7.3	%
Information Technology	6.9	%
Consumer Staples	6.1	%
Health Care	4.6	%
Industrials	4.1	%
Materials	3.7	%
Telecommunication Services	1.1	%
Utilities	0.7	%
3 Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Five Stock Holdings4
Hess Corp.	1.3	%
Johnson & Johnson	1.1	%
EMC Corp.	1.0	%
Apple, Inc.	0.8	%
Unilever plc - ADR (United Kingdom)	0.8	%
4 As a percentage of total investments.
Top Five Bond Holdings5
Fannie Mae, 0.875%, 8/28/2017	2.0	%
Freddie Mac, 2.375%, 1/13/2022	1.5	%
Fannie Mae, 0.50%, 9/28/2015	1.5	%
Freddie Mac, 2.00%, 8/25/2016	1.4	%
Fannie Mae, 1.375%, 11/15/2016	1.3	%
5 As a percentage of total investments.

2

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 35.8%
Consumer Discretionary - 6.4%
Auto Components - 0.0%##
Mando Corp. (South Korea)1		2,240	$	269,467
Automobiles - 0.1%
Hyundai Motor Co. (South Korea)1		1,520		338,909
Toyota Motor Corp. - ADR (Japan)		14,310		1,551,490
				1,890,399
Diversified Consumer Services - 0.3%
Anhanguera Educacional Participacoes S.A. (Brazil)		66,260		410,085
Apollo Education Group, Inc.*		124,520		3,593,647
				4,003,732
Hotels, Restaurants & Leisure - 0.6%
Accor S.A. (France)1		17,330		848,469
Arcos Dorados Holdings, Inc., - Class A (Argentina)		14,700		133,917
Hyatt Hotels Corp. - Class A*		15,410		867,275
InterContinental Hotels Group plc (United Kingdom)1		9,360		319,891
McDonald’s Corp.		33,520		3,398,258
Orient-Express Hotels Ltd. - ADR - Class A*		23,280		304,968
Whistler Blackcomb Holdings, Inc. (Canada)		27,620		413,273
Yum! Brands, Inc.		46,930		3,613,141
				9,899,192
Household Durables - 0.5%
DR Horton, Inc.		106,593		2,374,892
Lennar Corp. - Class A		66,860		2,580,127
LG Electronics, Inc. (South Korea)1		2,240		149,197
LGI Homes, Inc.*		12,030		177,082
Toll Brothers, Inc.*		73,990		2,533,418
TRI Pointe Homes, Inc.*		5,443		87,469
WCI Communities, Inc.*		10,320		197,834
				8,100,019
Internet & Catalog Retail - 0.3%
Amazon.com, Inc.*		15,800		4,805,254
Leisure Products - 0.1%
Mattel, Inc.		25,570		1,002,728
Media - 4.0%
AMC Networks, Inc. - Class A*		63,000		4,137,210
DIRECTV*		150,150		11,651,640
Global Mediacom Tbk PT (Indonesia)1		1,443,950		274,095
Liberty Global plc - ADR (United
Kingdom)		69,570		2,770,277
Liberty Global plc - Class C - ADR
(United Kingdom)		70,210		2,698,170
Nexstar Broadcasting Group, Inc. - Class A		53,850		2,145,923
Sinclair Broadcast Group, Inc. - Class A		180,620		4,827,973
Starz - Class A*		173,240		5,590,455
Time Warner, Inc.		125,330		8,329,432
Tribune Co.*		32,770		2,547,867
Twenty-First Century Fox, Inc. - Class A		317,700		10,172,754
Viacom, Inc. - Class B		99,850		8,485,253
				63,631,049
Specialty Retail - 0.2%
Belle International Holdings Ltd. (Hong Kong)1		168,000		174,690
China ZhengTong Auto Services
Holdings Ltd. (China)*1		417,000		227,849
Groupe Fnac S.A. (France)*1		69		3,321
The Home Depot, Inc.		25,760		2,048,178
Staples, Inc.		49,810		622,625
				3,076,663
Textiles, Apparel & Luxury Goods - 0.3%
Lululemon Athletica, Inc.*		117,120		5,379,322
Total Consumer Discretionary				102,057,825
Consumer Staples - 5.4%
Beverages - 1.8%
AMBEV S.A. - ADR (Brazil)*		485,840		3,522,340
Anheuser-Busch InBev N.V. (Belgium)1		68,430		7,458,575
Cia Cervecerias Unidas S.A. - ADR (Chile)		11,790		277,890
The Coca-Cola Co.		81,060		3,306,438
Dr. Pepper Snapple Group, Inc.		13,150		728,773
Molson Coors Brewing Co. - Class B		23,690		1,420,689
PepsiCo, Inc.		44,610		3,831,553
SABMiller plc (United Kingdom)1		151,460		8,247,105
				28,793,363
Food & Staples Retailing - 0.5%
Raia Drogasil S.A. (Brazil)		21,400		183,504
Tesco plc (United Kingdom)1		800,850		3,967,335
Wal-Mart Stores, Inc.		55,240		4,403,180
Whole Foods Market, Inc.		1,650		82,005
				8,636,024
Food Products - 2.0%
Charoen Pokphand Foods PCL (Thailand)1		323,510		270,538
ConAgra Foods, Inc.		43,210		1,318,337
Ingredion, Inc.		3,560		250,802

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

3

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
M Dias Branco S.A. (Brazil)		4,860	$	209,243
Mead Johnson Nutrition Co.		66,770		5,893,120
Nestle S.A. (Switzerland)1		134,010		10,356,867
Unilever plc - ADR (United Kingdom)		285,330		12,765,664
				31,064,571
Household Products - 0.4%
Energizer Holdings, Inc.		20,890		2,333,204
The Procter & Gamble Co.		42,690		3,524,060
				5,857,264
Personal Products - 0.0%##
Natura Cosmeticos S.A. (Brazil)		13,540		233,181
Tobacco - 0.7%
Imperial Tobacco Group plc (United Kingdom)1		122,230		5,282,072
Philip Morris International, Inc.		65,560		5,600,791
				10,882,863
Total Consumer Staples				85,467,266
Energy - 4.9%
Energy Equipment & Services - 2.0%
Anton Oilfield Services Group (China)1		96,000		63,753
Baker Hughes, Inc.		120,620		8,431,338
Cameron International Corp.*		123,520		8,023,859
Eurasia Drilling Co. Ltd. - GDR (Russia)1		8,520		210,018
Fugro N.V. (Netherlands)1		1,260		83,493
Schlumberger Ltd.		75,550		7,672,103
SPT Energy Group, Inc. (China)1		145,000		78,911
Weatherford International Ltd. - ADR*		352,530		7,403,130
				31,966,605
Oil, Gas & Consumable Fuels - 2.9%
Apache Corp.		22,310		1,936,508
Chevron Corp.		16,450		2,064,804
Cloud Peak Energy, Inc.*		5,560		109,477
ConocoPhillips		52,170		3,876,753
Encana Corp. (Canada)		4,540		105,373
EOG Resources, Inc.		17,520		1,716,960
Exxon Mobil Corp.		39,360		4,030,858
Hess Corp.		230,920		20,588,827
Koninklijke Vopak N.V. (Netherlands)1		2,680		133,628
Pacific Rubiales Energy Corp. (Colombia)		21,470		350,439
Peabody Energy Corp.		192,610		3,661,516
Petroleo Brasileiro S.A. - ADR (Brazil)		16,250		240,500
Range Resources Corp.		18,310		1,656,139
Royal Dutch Shell plc - ADR (Netherlands)		39,560		3,114,954
Statoil ASA - ADR (Norway)		44,720		1,362,618
Talisman Energy, Inc. (Canada)		15,110		156,194
Total S.A. (France)1		21,740		1,555,368
				46,660,916
Total Energy				78,627,521
Financials - 5.2%
Banks - 0.9%
Citigroup, Inc.		51,690		2,476,468
Hong Leong Financial Group Berhad (Malaysia)1		46,530		218,287
HSBC Holdings plc (United Kingdom)1		734,470		7,504,497
ICICI Bank Ltd. - ADR (India)		6,970		297,410
Shinhan Financial Group Co. Ltd. (South Korea)1		10,860		474,022
U.S. Bancorp		47,650		1,943,167
Wells Fargo & Co.		42,050		2,087,362
				15,001,213
Capital Markets - 0.2%
American Capital Ltd.*		20,290		304,147
Ares Capital Corp.		17,970		308,545
Hercules Technology Growth Capital, Inc.		20,120		275,242
KCAP Financial, Inc.		39,750		316,807
MCG Capital Corp.		68,990		231,806
OSK Holdings Berhad (Malaysia)1		109,600		55,739
PennantPark Investment Corp.		28,360		303,452
TCP Capital Corp.		18,500		299,515
Triangle Capital Corp.		11,720		305,540
				2,400,793
Diversified Financial Services - 0.3%
Berkshire Hathaway, Inc. - Class B*		620		79,887
JSE Ltd. (South Africa)1		40,430		370,847
McGraw Hill Financial, Inc.		57,780		4,271,675
				4,722,409
Insurance - 0.2%
Admiral Group plc (United Kingdom)1		108,420		2,560,385
Brasil Insurance Participacoes e
Administracao S.A. (Brazil)		21,600		96,678
				2,657,063
Real Estate Investment Trusts (REITS) - 3.3%
Agree Realty Corp.		26,060		778,412
Alexandria Real Estate Equities, Inc.		36,360		2,684,095
American Campus Communities, Inc.		19,980		763,236

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

4

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
AmREIT, Inc		31,870	$	530,954
Apartment Investment & Management Co. - Class A		24,230		747,011
Associated Estates Realty Corp.		42,460		712,479
AvalonBay Communities, Inc.		4,800		655,440
BioMed Realty Trust, Inc.		124,250		2,596,825
Boston Properties, Inc.		4,520		529,473
Camden Property Trust		9,390		643,121
CBL & Associates Properties, Inc.		63,890		1,160,881
Chesapeake Lodging Trust		29,450		794,856
CoreSite Realty Corp.		22,200		675,324
Corporate Office Properties Trust		77,590		2,075,533
Crown Castle International Corp.		5,410		393,469
CubeSmart		23,460		436,356
DDR Corp.		22,130		379,972
Digital Realty Trust, Inc.		42,680		2,279,112
DuPont Fabros Technology, Inc.		83,670		2,027,324
Education Realty Trust, Inc.		59,950		611,490
Equity Lifestyle Properties, Inc.		15,120		633,075
Equity Residential		11,680		694,259
Essex Property Trust, Inc.		3,630		628,934
Extra Space Storage, Inc.		7,170		375,206
General Growth Properties, Inc.		44,950		1,032,501
Glimcher Realty Trust		42,700		435,113
HCP, Inc.		39,050		1,634,633
Health Care REIT, Inc.		12,730		803,136
Healthcare Trust of America, Inc.*		83,890		980,674
Home Properties, Inc.		7,980		491,568
Host Hotels & Resorts, Inc.		42,620		914,199
Kimco Realty Corp.		54,650		1,252,578
Kite Realty Group Trust		133,990		830,738
Lexington Realty Trust		70,970		763,637
Mack-Cali Realty Corp.		44,420		904,835
Mid-America Apartment Communities, Inc.		15,860		1,104,649
Pebblebrook Hotel Trust		26,300		905,772
Physicians Realty Trust		23,530		322,832
Plum Creek Timber Co., Inc.		11,250		490,500
Potlatch Corp.		1,970		75,313
Public Storage		4,740		831,917
Rayonier, Inc.		1,730		78,023
Retail Properties of America, Inc. - Class A		29,050		415,996
Simon Property Group, Inc.		15,370		2,662,084
Sovran Self Storage, Inc.		11,120		844,008
Spirit Realty Capital, Inc.		34,980		376,735
UDR, Inc.		37,620		972,853
Ventas, Inc.		12,260		810,141
Westfield Group (Australia)1		152,170		1,552,778
Weyerhaeuser Co.		253,750		7,574,438
				52,868,488
Real Estate Management & Development - 0.3%
BR Malls Participacoes S.A. (Brazil)		15,400		133,159
Forest City Enterprises, Inc. - Class A*		20,780		392,950
General Shopping Brasil S.A. (Brazil)*		113,130		350,590
Realogy Holdings Corp.*		85,940		3,613,777
				4,490,476
Total Financials				82,140,442
Health Care - 3.8%
Biotechnology - 0.0%##
Green Cross Corp. (South Korea)1		4,640		573,463
Health Care Equipment & Supplies - 0.3%
Becton, Dickinson and Co.		40,490		4,576,585
Neogen Corp.*		3,720		155,403
Shandong Weigao Group Medical
Polymer Co. Ltd. - Class H (China)1		571,800		579,342
				5,311,330
Health Care Providers & Services - 0.3%
Brookdale Senior Living, Inc.*		2,770		88,197
Express Scripts Holding Co.*		56,300		3,748,454
KPJ Healthcare Berhad (Malaysia)1		4,500		4,466
Life Healthcare Group Holdings Ltd. (South Africa)1		91,730		364,769
Qualicorp S.A. (Brazil)*		36,020		353,779
				4,559,665
Health Care Technology - 0.6%
Cerner Corp.*		166,180		8,525,034
Pharmaceuticals - 2.6%
AbbVie, Inc.		22,570		1,175,446
AstraZeneca plc - ADR (United Kingdom)		19,330		1,528,037
Eli Lilly & Co.		18,120		1,070,892
GlaxoSmithKline plc - ADR (United Kingdom)		46,360		2,566,953
Johnson & Johnson		165,990		16,813,127
Merck & Co., Inc.		46,240		2,707,814
Novartis AG - ADR (Switzerland)		36,950		3,212,433
Pfizer, Inc.		117,980		3,690,414
Sanofi (France)1		16,350		1,764,487
Sanofi - ADR (France)		122,680		6,600,184
				41,129,787
Total Health Care				60,099,279

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

5

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials - 2.2%
Aerospace & Defense - 0.1%
The Boeing Co.		7,880	$	1,016,678
Air Freight & Logistics - 0.4%
C.H. Robinson Worldwide, Inc.		99,410		5,855,249
Airlines - 0.1%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)*		85,250		554,125
Latam Airlines Group S.A. - ADR (Chile)		24,755		379,494
				933,619
Commercial Services & Supplies - 0.1%
MiX Telematics Ltd. - ADR (South Africa)*		8,430		88,515
Waste Management, Inc.		30,620		1,361,059
				1,449,574
Electrical Equipment - 0.0%##
Polypore International, Inc.*		2,240		77,683
Industrial Conglomerates - 0.7%
3M Co.		11,810		1,642,653
General Electric Co.		280,820		7,551,250
Siemens AG - ADR (Germany)		13,050		1,720,381
				10,914,284
Machinery - 0.4%
AGCO Corp.		2,520		140,364
Caterpillar, Inc.		6,730		709,342
Deere & Co.		950		88,673
Donaldson Co., Inc.		15,730		662,076
FANUC Corp. (Japan)1		960		173,218
Joy Global, Inc.		60,380		3,645,745
Kennametal, Inc.		1,300		60,749
KUKA AG (Germany)1		3,450		176,877
Luxfer Holdings plc - ADR (United Kingdom)		2,280		45,030
Pall Corp.		2,710		228,047
Pentair Ltd. - ADR		3,540		262,987
Sany Heavy Equipment International Holdings Co. Ltd. (China)1		359,080		83,443
Westport Innovations, Inc. - ADR (Canada)*		5,320		69,798
Xylem, Inc.		5,970		224,412
				6,570,761
Marine - 0.0%##
Sinotrans Shipping Ltd. (China)1		1,084,740		313,826
Professional Services - 0.3%
Equifax, Inc.		62,070		4,395,177
SGS S.A. (Switzerland)1		30		74,943
				4,470,120
Road & Rail - 0.1%
Union Pacific Corp.		12,030		2,290,873
Trading Companies & Distributors - 0.0%##
Brenntag AG (Germany)1		950		172,093
Fastenal Co		3,040		152,243
				324,336
Total Industrials				34,217,003
Information Technology - 5.6%
Communications Equipment - 1.3%
Cisco Systems, Inc.		113,830		2,630,611
Juniper Networks, Inc.*		358,930		8,861,982
Palo Alto Networks, Inc.*		580		36,876
Qualcomm, Inc.		115,440		9,086,282
				20,615,751
Internet Software & Services - 0.8%
eBay, Inc.*		115,500		5,986,365
Google, Inc. - Class A*		6,090		3,257,419
Google, Inc. - Class C*		6,090		3,207,360
Mail.ru Group Ltd. - GDR (Russia)*1		3,900		106,223
Qihoo 360 Technology Co. Ltd. - ADR (China)*		3,340		281,829
Tencent Holdings Ltd. (China)1		3,400		214,064
Yandex N.V. - Class A - ADR (Russia)*		4,900		129,850
Youku Tudou, Inc. - ADR (China)*		8,130		181,218
				13,364,328
IT Services - 0.8%
InterXion Holding N.V. - ADR (Netherlands)*		8,470		218,949
MasterCard, Inc. - Class A		46,580		3,425,959
VeriFone Systems, Inc.*		129,950		4,345,528
Visa, Inc. - Class A		16,530		3,349,143
Xerox Corp.		113,440		1,371,490
				12,711,069
Semiconductors & Semiconductor Equipment - 0.2%
Intel Corp.		88,610		2,365,001
Samsung Electronics Co. Ltd. (South Korea)1		190		247,753
				2,612,754
Software - 0.7%
Aspen Technology, Inc.*		1,100		47,289
Aveva Group plc (United Kingdom)1		2,750		98,051

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

6

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software (continued)
Check Point Software Technologies Ltd. (Israel)*		590	$	37,795
Electronic Arts, Inc.*		215,540		6,099,782
Fortinet, Inc.*		1,720		37,806
Imperva, Inc.*		1,540		35,235
Microsoft Corp.		105,880		4,277,552
Totvs S.A. (Brazil)		11,000		180,509
				10,814,019
Technology Hardware, Storage & Peripherals - 1.8%
Apple, Inc.		21,800		12,863,962
EMC Corp.		603,690		15,575,202
Stratasys Ltd.*		640		61,997
				28,501,161
Total Information Technology				88,619,082
Materials - 2.0%
Chemicals - 1.1%
The Dow Chemical Co.		14,690		733,031
Monsanto Co.		59,020		6,533,514
The Mosaic Co.		148,020		7,406,921
Novozymes A/S - Class B (Denmark)1		1,700		81,507
Potash Corp. of Saskatchewan, Inc. (Canada)		16,570		599,171
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		28,640		913,616
Syngenta AG (Switzerland)1		380		150,477
Umicore S.A. (Belgium)1		4,020		197,055
Yingde Gases Group Co. Ltd. (China)1		229,000		231,228
				16,846,520
Containers & Packaging - 0.0%##
MeadWestvaco Corp.		17,820		696,227
Metals & Mining - 0.8%
Alcoa, Inc.		886,070		11,935,363
Alumina Ltd. (Australia)*1		82,440		103,556
Impala Platinum Holdings Ltd. (South Africa)1		26,570		299,531
Norsk Hydro ASA (Norway)1		16,770		89,941
Stillwater Mining Co.*		12,860		202,931
				12,631,322
Paper & Forest Products - 0.1%
International Paper Co.		27,990		1,305,733
Total Materials				31,479,802
Telecommunication Services - 0.1%
Diversified Telecommunication Services - 0.1%
Verizon Communications, Inc.		32,950		1,539,753
Wireless Telecommunication Services - 0.0%##
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		19,910		399,793
MTN Group Ltd. (South Africa)1		13,870		278,257
				678,050
Total Telecommunication Services				2,217,803
Utilities - 0.2%
Electric Utilities - 0.2%
Exelon Corp.		17,640		617,929
Northeast Utilities		22,540		1,065,240
Pinnacle West Capital Corp.		18,390		1,028,921
				2,712,090
Multi-Utilities - 0.0%##
CMS Energy Corp.		36,030		1,092,069
Total Utilities				3,804,159
TOTAL COMMON STOCKS
(Identified Cost $487,871,144)				568,730,182
PREFERRED STOCKS - 0.1%
Financials - 0.1%
Banks - 0.1%
U.S. Bancorp., Series F (non-cumulative), 6.50%2		45,425		1,310,511
Insurance - 0.0%##
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%2		3,200		329,920
Real Estate Investment Trusts (REITS) - 0.0%##
Public Storage, Series Q, 6.50%		18,560		484,602
TOTAL PREFERRED STOCKS
(Identified Cost $1,930,846)				2,125,033

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

7

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS - 31.8%
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	$	501,737
Non-Convertible Corporate Bonds - 31.8%
Consumer Discretionary - 3.9%
Auto Components - 0.3%
Delphi Corp., 5.00%, 2/15/2023		1,570,000		1,664,200
Gestamp Funding Luxembourg S.A. (Spain)4, 5.625%, 5/31/2020		640,000		660,000
Icahn Enterprises LP - Icahn Enterprises Finance Corp.4, 3.50%, 3/15/2017		575,000		579,313
Icahn Enterprises LP - Icahn Enterprises Finance Corp.4, 6.00%, 8/1/2020		830,000		875,650
Icahn Enterprises LP - Icahn Enterprises Finance Corp.4, 5.875%, 2/1/2022		635,000		644,525
				4,423,688
					��
Automobiles - 0.4%
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017		500,000		578,280
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		3,030,000		3,363,854
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,825,000		2,320,931
				6,263,065
Diversified Consumer Services - 0.3%
Block Financial LLC, 5.50%, 11/1/2022 .		4,990,000		5,378,037
Hotels, Restaurants & Leisure - 0.5%
International Game Technology, 7.50%, 6/15/2019		6,375,000		7,522,443
NAI Entertainment Holdings - NAI Entertainment Holdings Finance Corp.4, 5.00%, 8/1/2018		550,000		573,375
Royal Caribbean Cruises Ltd., 11.875%, 7/15/2015		500,000		561,250
				8,657,068
Household Durables - 0.5%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)4, 6.125%, 7/1/2022		895,000		915,137
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		1,400,000		1,495,456
NVR, Inc., 3.95%, 9/15/2022		1,070,000		1,068,621
Tupperware Brands Corp., 4.75%, 6/1/2021		4,105,000		4,340,598
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		625,000		625,000
				8,444,812
Media - 1.6%
British Sky Broadcasting Group plc (United Kingdom)4, 9.50%, 11/15/2018		2,065,000		2,687,300
CCO Holdings LLC - CCO Holdings Capital Corp., 5.25%, 3/15/2021		875,000		891,406
Cogeco Cable, Inc. (Canada)4, 4.875%, 5/1/2020		590,000		592,950
Columbus International, Inc. (Barbados)4, 7.375%, 3/30/2021		570,000		595,650
Comcast Corp., 5.15%, 3/1/2020		500,000		569,018
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		3,140,000		3,467,662
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 4.45%, 4/1/2024		1,100,000		1,115,995
Discovery Communications LLC, 5.05%, 6/1/2020		2,880,000		3,218,910
Numericable Group S.A. (France)4, 6.00%, 5/15/2022		720,000		737,100
Sirius XM Holdings, Inc.4, 4.25%, 5/15/2020		1,275,000		1,224,000
Time Warner, Inc., 4.875%, 3/15/2020		5,060,000		5,635,140
Time Warner, Inc., 4.75%, 3/29/2021		3,370,000		3,717,845
The Walt Disney Co., 2.75%, 8/16/2021		400,000		401,892
				24,854,868
Multiline Retail - 0.2%
Dollar General Corp., 1.875%, 4/15/2018		1,550,000		1,537,981
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,575,000		1,492,204
Target Corp., 3.875%, 7/15/2020		535,000		574,710
				3,604,895
Textiles, Apparel & Luxury Goods - 0.1%
SIWF Merger Sub, Inc. - Springs
Industries, Inc.4, 6.25%, 6/1/2021		555,000		577,200
VF Corp., 5.95%, 11/1/2017		485,000		556,783
				1,133,983
Total Consumer Discretionary				62,760,416
Consumer Staples - 0.6%
Beverages - 0.1%
Crestview DS Merger Sub II, Inc.4,
10.00%, 9/1/2021		600,000		666,000
PepsiCo, Inc., 5.00%, 6/1/2018		110,000		123,942
Pernod-Ricard S.A. (France)4, 5.75%, 4/7/2021		1,365,000		1,557,924
				2,347,866

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

8

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES		PRINCIPAL   AMOUNT3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food & Staples Retailing - 0.1%
KeHE Distributors LLC - KeHE Finance Corp.4, 7.625%, 8/15/2021			560,000	$	606,200
Shearer’s Foods LLC - Chip Finance Corp.4, 9.00%, 11/1/2019			680,000		742,900
					1,349,100
Food Products - 0.1%
General Mills, Inc., 5.65%, 2/15/2019			375,000		433,713
Land O’ Lakes, Inc.4, 6.00%, 11/15/2022.			465,000		494,063
Pinnacle Operating Corp.4, 9.00%, 11/15/2020			555,000		596,625
Tyson Foods, Inc., 4.50%, 6/15/2022			455,000		481,617
					2,006,018
Household Products - 0.2%
Energizer Holdings, Inc., 4.70%, 5/19/2021			1,300,000		1,367,733
Harbinger Group, Inc., 7.875%, 7/15/2019			815,000		892,425
Harbinger Group, Inc., 7.75%, 1/15/2022			560,000		564,200
					2,824,358
Tobacco - 0.1%
Vector Group Ltd., 7.75%, 2/15/2021			775,000		829,250
Vector Group Ltd.4, 7.75%, 2/15/2021			60,000		64,200
					893,450
Total Consumer Staples					9,420,792
Energy - 2.3%
Energy Equipment & Services - 0.9%
Baker Hughes, Inc., 7.50%, 11/15/2018			1,235,000		1,515,566
Calfrac Holdings LP (Canada)4, 7.50%, 12/1/2020			970,000		1,025,775
Nabors Industries, Inc.4, 2.35%, 9/15/2016			805,000		823,105
Parker Drilling Co.4, 6.75%, 7/15/2022			855,000		884,925
PHI, Inc.4, 5.25%, 3/15/2019			880,000		893,200
Schlumberger Oilfield plc4, 4.20%, 1/15/2021			450,000		487,693
Shelf Drilling Holdings Ltd. (United Arab Emirates)4, 8.625%, 11/1/2018			485,000		522,587
Weatherford International Ltd., 9.625%, 3/1/2019			6,350,000		8,331,854
					14,484,705
Oil, Gas & Consumable Fuels - 1.4%
Buckeye Partners LP, 4.15%, 7/1/2023 .			1,145,000		1,158,805
Chesapeake Energy Corp.5, 3.479%, 4/15/2019			885,000		893,850
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc., 6.625%, 11/15/2019			1,150,000		1,198,875
Crestwood Midstream Partners LP - Crestwood Midstream Finance Corp.4, 6.125%, 3/1/2022			915,000		956,175
Denbury Resources, Inc., 5.50%, 5/1/2022			915,000		925,294
Energy XXI Gulf Coast, Inc.4, 7.50%, 12/15/2021			860,000		909,450
FTS International, Inc.4, 6.25%, 5/1/2022			610,000		617,625
Gazprom OAO Via Gaz Capital S.A. (Russia)4, 9.25%, 4/23/2019			1,880,000		2,157,300
Jones Energy Holdings LLC - Jones Energy Finance Corp.4, 6.75%, 4/1/2022			870,000		902,625
Lukoil International Finance B.V. (Russia)4, 3.416%, 4/24/2018			1,500,000		1,410,375
Northern Tier Energy LLC - Northern Tier Finance Corp., 7.125%, 11/15/2020			885,000		949,163
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020			1,170,000		1,278,225
Petrobras Global Finance B.V. (Brazil)5, 1.849%, 5/20/2016			4,115,000		4,089,281
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019			2,400,000		2,931,000
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021			1,125,000		1,161,563
					21,539,606
Total Energy					36,024,311
Financials - 18.1%
Banks - 4.6%
Bank of Montreal (Canada)4, 2.625%, 1/25/2016			2,965,000		3,072,363
Bank of Montreal (Canada)4, 1.95%, 1/30/2017			5,000,000		5,127,000
Barclays Bank plc (United Kingdom)4, 10.179%, 6/12/2021			1,100,000		1,493,558
Barclays Bank plc (United Kingdom), 4.25%, 1/12/2022	GBP		380,000		694,308
BBVA Bancomer S.A. (Mexico)4, 6.75%, 9/30/2022			1,460,000		1,627,900
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015			10,165,000		10,672,549
Canadian Imperial Bank of Commerce (Canada)4, 2.75%, 1/27/2016			1,450,000		1,505,535
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD		300,000		295,119
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Netherlands)5, 8.40%, 11/29/2049			1,100,000		1,249,050

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

9

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES		PRINCIPAL   AMOUNT3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
HSBC Bank plc (United Kingdom)4, 1.50%, 5/15/2018			2,115,000	$	2,086,340
HSBC USA Capital Trust I (United Kingdom)4, 7.808%, 12/15/2026			400,000		405,000
Intesa Sanpaolo S.p.A. (Italy), 3.125%, 1/15/2016			4,532,000		4,663,306
Intesa Sanpaolo S.p.A. (Italy), 2.375%, 1/13/2017			1,625,000		1,641,555
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019			1,975,000		2,053,540
Lloyds Bank plc (United Kingdom)4, 6.50%, 9/14/2020			3,200,000		3,687,555
Lloyds Bank plc (United Kingdom)5, 9.875%, 12/16/2021			1,247,000		1,479,191
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017			315,000		366,474
National City Corp., 6.875%, 5/15/2019			6,630,000		7,892,021
Royal Bank of Canada (Canada), 3.27%, 11/10/2014	CAD		225,000		207,366
Royal Bank of Canada (Canada), 3.18%, 3/16/2015	CAD		355,000		328,972
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD		340,000		330,632
Royal Bank of Scotland Group plc (United Kingdom), 5.00%, 10/1/2014			1,225,000		1,240,925
Royal Bank of Scotland Group plc (United Kingdom), 6.125%, 12/15/2022			610,000		649,262
The Royal Bank of Scotland plc (United Kingdom)5, 1.173%, 3/31/2017			3,075,000		3,081,162
The Royal Bank of Scotland plc (United Kingdom)5, 9.50%, 3/16/2022			555,000		649,350
Santander Holdings USA, Inc., 4.625%, 4/19/2016			220,000		235,324
Santander Holdings USA, Inc., 3.45%, 8/27/2018			1,600,000		1,671,010
The Toronto-Dominion Bank (Canada)4, 1.625%, 9/14/2016			5,555,000		5,663,156
Wachovia Corp., 5.25%, 8/1/2014			4,450,000		4,501,166
Wells Fargo & Co., 1.50%, 1/16/2018			4,650,000		4,617,436
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD		300,000		295,255
					73,483,380
Capital Markets - 3.5%
Credit Suisse AG (Switzerland)4, 2.60%, 5/27/2016			6,145,000		6,376,003
Goldman Sachs Capital I, 6.345%, 2/15/2034			380,000		401,801
Goldman Sachs Capital II5, 4.00%, 6/1/2043			1,500,000		1,155,000
The Goldman Sachs Group, Inc., 3.625%, 2/7/2016			5,400,000		5,646,175
The Goldman Sachs Group, Inc., 5.95%, 1/18/2018			950,000		1,079,586
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			2,110,000		2,417,621
The Goldman Sachs Group, Inc.5, 1.324%, 11/15/2018			6,155,000		6,217,473
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			6,125,000		6,873,083
The Goldman Sachs Group, Inc.5, 1.833%, 11/29/2023			1,415,000		1,446,372
The Goldman Sachs Group, Inc., Series D, 6.00%, 6/15/2020			1,150,000		1,329,431
Morgan Stanley, 3.80%, 4/29/2016			5,405,000		5,687,433
Morgan Stanley, 2.125%, 4/25/2018			6,815,000		6,831,629
Morgan Stanley, 5.50%, 1/26/2020			2,650,000		3,001,854
Morgan Stanley, 5.75%, 1/25/2021			5,955,000		6,832,576
Scottrade Financial Services, Inc.4, 6.125%, 7/11/2021			350,000		356,617
					55,652,654
Consumer Finance - 0.5%
Ally Financial, Inc., 6.75%, 12/1/2014			545,000		562,712
American Express Co.5, 6.80%, 9/1/2066			1,890,000		2,086,182
Capital One Bank USA National Association, 2.15%, 11/21/2018			650,000		650,259
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			770,000		932,432
CNG Holdings, Inc.4, 9.375%, 5/15/2020			820,000		746,200
Discover Bank, 4.20%, 8/8/2023			1,120,000		1,163,711
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017			900,000		973,125
TMX Finance LLC - TitleMax Finance Corp.4, 8.50%, 9/15/2018			525,000		559,125
					7,673,746
Diversified Financial Services - 4.4%
Bank of America Corp., 6.50%, 8/1/2016			2,000,000		2,231,144
Bank of America Corp., 5.75%, 8/15/2016			1,425,000		1,560,479
Bank of America Corp., 6.875%, 4/25/2018			7,420,000		8,741,539
Bank of America Corp., 7.625%, 6/1/2019			2,315,000		2,856,870
The Bear Stearns Companies LLC, 7.25%, 2/1/2018			1,775,000		2,111,098
Citigroup, Inc., 5.85%, 8/2/2016			2,200,000		2,422,545
Citigroup, Inc., 8.50%, 5/22/2019			3,709,000		4,725,522
CME Group, Inc., 3.00%, 9/15/2022			1,040,000		1,030,270

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

10

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL   AMOUNT3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
General Electric Capital Corp., 5.625%, 5/1/2018		5,725,000	$	6,561,686
General Electric Capital Corp., 5.30%, 2/11/2021		1,450,000		1,640,682
General Electric Capital Corp.5, 0.603%, 5/5/2026		2,385,000		2,174,641
General Electric Capital Corp.5, 7.125%, 12/29/2049		2,605,000		2,995,750
ING Bank N.V. (Netherlands)4, 5.80%, 9/25/2023		2,200,000		2,412,036
Jefferies Finance LLC - JFIN Co-Issuer Corp.4, 7.375%, 4/1/2020		790,000		827,525
Jefferies Finance LLC - JFIN Co-Issuer Corp.4, 6.875%, 4/15/2022		590,000		590,000
Jefferies Group LLC, 5.125%, 4/13/2018		820,000		895,080
Jefferies Group LLC, 8.50%, 7/15/2019		3,980,000		4,904,156
Jefferies Group LLC, 6.875%, 4/15/2021		4,500,000		5,228,190
JPMorgan Chase & Co., 3.15%, 7/5/2016		4,300,000		4,495,904
JPMorgan Chase & Co., 1.625%, 5/15/2018		4,700,000		4,649,987
JPMorgan Chase & Co., 6.30%, 4/23/2019		500,000		591,281
JPMorgan Chase & Co., 4.95%, 3/25/2020		1,255,000		1,404,084
Voya Financial, Inc., 2.90%, 2/15/2018		3,065,000		3,162,504
Voya Financial, Inc., 5.50%, 7/15/2022		1,015,000		1,150,151
				69,363,124
Insurance - 2.7%
American International Group, Inc., 6.40%, 12/15/2020		800,000		965,680
American International Group, Inc., 4.875%, 6/1/2022		9,095,000		10,117,833
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,725,000		1,953,531
First American Financial Corp., 4.30%, 2/1/2023		1,145,000		1,128,722
Genworth Holdings, Inc., 7.70%, 6/15/2020		942,000		1,157,890
Genworth Holdings, Inc., 7.625%, 9/24/2021		10,245,000		12,801,660
Genworth Holdings, Inc.5, 6.15%, 11/15/2066		3,500,000		3,272,500
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		9,035,000		10,146,856
Prudential Financial, Inc.5, 5.875%, 9/15/2042		1,680,000		1,768,200
				43,312,872
Real Estate Investment Trusts (REITS) - 2.3%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		860,000		830,270
American Tower Corp., 3.40%, 2/15/2019		5,090,000		5,248,416
American Tower Trust I4, 1.551%, 3/15/2018		985,000		965,266
BioMed Realty LP, 3.85%, 4/15/2016		115,000		120,957
Boston Properties LP, 5.875%, 10/15/2019		3,270,000		3,810,233
Camden Property Trust, 5.70%, 5/15/2017		2,270,000		2,551,634
Corrections Corp. of America, 4.125%, 4/1/2020		940,000		934,125
Digital Realty Trust LP, 5.875%, 2/1/2020		1,300,000		1,432,153
Digital Realty Trust LP, 5.25%, 3/15/2021		880,000		930,898
DuPont Fabros Technology LP, 5.875%, 9/15/2021		865,000		901,763
HCP, Inc., 6.70%, 1/30/2018		3,455,000		4,032,472
Health Care REIT, Inc., 6.20%, 6/1/2016		520,000		575,108
Health Care REIT, Inc., 4.95%, 1/15/2021		4,100,000		4,503,768
Mack-Cali Realty LP, 7.75%, 8/15/2019		370,000		441,205
Rialto Holdings LLC - Rialto Corp.4, 7.00%, 12/1/2018		600,000		625,500
Simon Property Group LP, 10.35%, 4/1/2019		5,660,000		7,678,588
UDR, Inc., 4.625%, 1/10/2022		730,000		780,968
				36,363,324
Thrifts & Mortgage Finance - 0.1%
Prospect Holding Co. LLC - Prospect Holding Finance Co.4, 10.25%, 10/1/2018		610,000		593,225
Provident Funding Associates LP - PFG Finance Corp.4, 6.75%, 6/15/2021		555,000		567,487
				1,160,712
Total Financials				287,009,812
Health Care - 0.7%
Biotechnology - 0.4%
Amgen, Inc., 3.45%, 10/1/2020		5,750,000		5,960,611
Health Care Providers & Services - 0.3%
Express Scripts Holding Co., 4.75%, 11/15/2021.		1,250,000		1,370,131
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

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

11

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL   AMOUNT3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Fresenius US Finance II, Inc. (Germany)4, 9.00%, 7/15/2015		800,000	$	872,000
HCA, Inc., 6.375%, 1/15/2015		545,000		562,712
Tenet Healthcare Corp., 8.125%, 4/1/2022		550,000		610,500
UnitedHealth Group, Inc., 2.75%, 2/15/2023		630,000		603,868
				5,339,836
Pharmaceuticals - 0.0%##
Novartis Securities Investment Ltd. (Switzerland), 5.125%, 2/10/2019		595,000		678,761
Total Health Care.				11,979,208
Industrials - 1.9%
Aerospace & Defense - 0.4%
Bombardier, Inc. (Canada)4, 6.125%, 1/15/2023		930,000		950,925
DigitalGlobe, Inc., 5.25%, 2/1/2021		490,000		477,750
Erickson Air-Crane, Inc.4, 8.25%, 5/1/2020		720,000		748,800
Honeywell International, Inc., 5.30%, 3/1/2018		405,000		460,325
Textron, Inc., 5.60%, 12/1/2017		3,150,000		3,545,580
Textron, Inc., 7.25%, 10/1/2019		350,000		425,055
				6,608,435
Air Freight & Logistics - 0.4%
FedEx Corp., 8.00%, 1/15/2019		4,690,000		5,865,628
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.4,6, 10.00%, 2/15/2018		500,000		513,125
				6,378,753
Airlines - 0.3%
American Airlines Pass-Through Trust, Series 2013-2, Class A4, 4.95%, 1/15/2023		2,731,677		2,929,724
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B4, 6.375%, 1/2/2016		330,000		353,925
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		135,000		144,787
Southwest Airlines Co., 5.75%, 12/15/2016.		1,070,000		1,184,596
United Continental Holdings, Inc., 6.375%, 6/1/2018		565,000		608,787
				5,221,819
Commercial Services & Supplies - 0.1%
Modular Space Corp.4, 10.25%, 1/31/2019		760,000		792,300
Construction & Engineering - 0.1%
Abengoa Finance S.A.U. (Spain)4, 7.75%, 2/1/2020		750,000		823,125
Industrial Conglomerates - 0.0%##
General Electric Co., 5.25%, 12/6/2017		180,000		203,590
Machinery - 0.2%
CNH Capital LLC, 6.25%, 11/1/2016		835,000		914,325
Joy Global, Inc., 5.125%, 10/15/2021		480,000		512,939
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.4, 8.875%, 8/1/2020		905,000		1,006,813
Waterjet Holdings, Inc.4, 7.625%, 2/1/2020		545,000		580,425
				3,014,502
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		108,032
Union Pacific Corp., 5.65%, 5/1/2017		175,000		196,677
				304,709
Trading Companies & Distributors - 0.4%
Air Lease Corp., 4.50%, 1/15/2016		740,000		778,850
Air Lease Corp., 3.375%, 1/15/2019		1,910,000		1,948,200
Aircastle Ltd., 4.625%, 12/15/2018		600,000		614,250
Aviation Capital Group Corp.4, 6.75%, 4/6/2021		750,000		838,750
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020.		605,000		632,981
International Lease Finance Corp., 8.625%, 9/15/2015		500,000		548,750
Rexel S.A. (France)4, 5.25%, 6/15/2020		790,000		813,700
				6,175,481
Total Industrials				30,012,314
Information Technology - 1.3%
Communications Equipment - 0.1%
Windstream Corp., 7.50%, 6/1/2022		915,000		976,763
Electronic Equipment, Instruments & Components - 0.2%
Corning, Inc., 6.625%, 5/15/2019		3,200,000		3,848,384
Internet Software & Services - 0.1%
Tencent Holdings, Ltd. (China)4, 3.375%, 5/2/2019		1,465,000		1,472,650

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

12

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
IT Services - 0.2%
The Western Union Co., 5.253%, 4/1/2020		995,000	$	1,085,600
Xerox Corp., 2.75%, 3/15/2019		2,845,000		2,887,681
				3,973,281
Semiconductors & Semiconductor Equipment - 0.2%
Magnachip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		755,000		749,337
Xilinx, Inc., 3.00%, 3/15/2021		2,195,000		2,204,744
				2,954,081
Technology Hardware, Storage & Peripherals - 0.5%
Apple, Inc., 2.40%, 5/3/2023		920,000		859,589
EMC Corp., 2.65%, 6/1/2020		2,515,000		2,534,599
Hewlett-Packard Co., 5.40%, 3/1/2017		850,000		945,659
Hewlett-Packard Co., 5.50%, 3/1/2018		330,000		373,581
Hewlett-Packard Co.5, 1.167%, 1/14/2019		2,840,000		2,846,560
				7,559,988
Total Information Technology				20,785,147
Materials - 1.7%
Chemicals - 0.2%
The Mosaic Co., 4.25%, 11/15/2023		695,000		719,363
Nufarm Australia Ltd. (Australia)4, 6.375%, 10/15/2019		590,000		609,175
Potash Corp. of Saskatchewan, Inc. (Canada), 6.50%, 5/15/2019		590,000		700,827
				2,029,365
Metals & Mining - 1.0%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		660,000		833,250
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		1,535,000		1,851,359
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		1,215,000		1,274,236
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		600,000		592,474
Freeport-McMoRan Copper & Gold, Inc., 3.10%, 3/15/2020		80,000		79,233
MMC Finance Ltd. (Russia), 4.375%, 4/30/2018		400,000		392,000
Plains Exploration & Production Co., 6.125%, 6/15/2019		2,425,000		2,673,563
Plains Exploration & Production Co., 6.50%, 11/15/2020		4,130,000		4,558,488
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		1,490,000		1,547,617
Rio Tinto Finance USA plc (United Kingdom), 1.375%, 6/17/2016		1,400,000		1,415,140
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,020,000		1,027,922
				16,245,282
Paper & Forest Products - 0.5%
International Paper Co., 9.375%, 5/15/2019		5,700,000		7,511,927
International Paper Co., 7.50%, 8/15/2021		620,000		781,816
				8,293,743
Total Materials				26,568,390
Telecommunication Services - 0.9%
Diversified Telecommunication Services - 0.2%
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,550,000		2,898,756
Wireless Telecommunication Services - 0.7%
Altice Financing S.A. (Luxembourg)4, 6.50%, 1/15/2022		875,000		916,563
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		2,250,000		2,500,637
CPI International, Inc., 8.75%, 2/15/2018		505,000		528,987
Crown Castle Towers LLC4, 6.113%, 1/15/2020		390,000		451,393
Crown Castle Towers LLC4, 4.883%, 8/15/2020		224,000		248,370
Digicel Ltd. (Jamaica)4, 6.00%, 4/15/2021		870,000		880,875
SBA Tower Trust4, 5.101%, 4/17/2017		200,000		214,090
SBA Tower Trust4, 2.933%, 12/15/2017		1,785,000		1,811,804
SBA Tower Trust4, 3.598%, 4/15/2018		2,505,000		2,528,838
UPCB Finance VI Ltd. (Netherlands)4, 6.875%, 1/15/2022		840,000		915,600
				10,997,157
Total Telecommunication Services				13,895,913
Utilities - 0.4%
Independent Power and Renewable Electricity Producers - 0.4%
Exelon Generation Co. LLC, 5.20%, 10/1/2019		5,000,000		5,603,115
NRG Energy, Inc.4, 6.25%, 7/15/2022		875,000		904,531
Total Utilities				6,507,646
Total Non-Convertible Corporate Bonds
(Identified Cost $486,114,919)				504,963,949
TOTAL CORPORATE BONDS
(Identified Cost $486,591,544)				505,465,686

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

13

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
U.S. TREASURY SECURITIES - 1.3%
U.S. Treasury Notes - 1.3%
U.S. Treasury Note, 0.25%, 10/31/2015 (Identified Cost $19,982,416)		20,000,000	$	20,007,820
ASSET-BACKED SECURITIES - 0.3%
Americredit Automobile Receivables Trust, Series 2012-5, Class A3, 0.62%, 6/8/2017		1,225,000		1,225,877
Credit Acceptance Auto Loan Trust, Series 2012-1A, Class A4, 2.20%, 9/16/2019		2,560,000		2,576,737
FDIC Trust, Series 2011-R1, Class A4, 2.672%, 7/25/2026		977,166		1,006,760
Hertz Vehicle Financing LLC, Series 2009-2A, Class A24, 5.29%, 3/25/2016		170,000		175,415
Hertz Vehicle Financing LLC, Series 2010-1A, Class A24, 3.74%, 2/25/2017		300,000		314,268
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $5,231,229)				5,299,057
COMMERCIAL MORTGAGE-BACKED SECURITIES - 3.8%
Americold LLC Trust, Series 2010-ARTA, Class A14, 3.847%, 1/14/2029		363,742		383,862
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A45, 5.73%, 5/10/2045		100,000		107,915
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		1,300,420		1,406,537
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		790,000		823,152
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A45, 5.711%, 9/11/2038		595,000		645,567
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		830,000		898,450
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM5, 5.568%, 10/12/2041		1,920,000		2,097,145
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A24, 3.759%, 4/15/2044		660,000		689,177
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A45, 5.228%, 7/15/2044		408,155		426,772
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A14, 3.156%, 7/10/2046		225,515		230,923
Commercial Mortgage Trust, Series 2006-GG7, Class A45, 5.82%, 7/10/2038		429,676		465,511
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A14,5, 2.50%, 5/25/2043		2,380,557		2,178,121
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A14,5, 2.13%, 2/25/2043		2,102,574		1,903,137
DBUBS Mortgage Trust, Series 2011-LC1A, Class A14, 3.742%, 11/10/2046.		806,531		843,073
Extended Stay America Trust, Series 2013-ESH7, Class A274, 2.958%, 12/5/2031		2,015,000		2,013,555
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,521,989		1,522,944
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)5, 1.484%, 8/25/2020		25,937,173		1,831,216
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)5, 1.253%, 4/25/2021		2,992,011		215,179
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)5, 1.571%, 10/25/2021		7,203,777		678,293
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)5, 1.441%, 12/25/2021		9,205,132		791,632
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)5, 1.51%, 6/25/2022		16,380,011		1,587,829
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)5, 0.228%, 4/25/2023		81,585,825		1,399,115
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)5, 0.125%, 5/25/2023		51,098,911		507,821
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)5, 1.589%, 10/25/2018		11,194,216		698,866
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,770,000		1,766,120
FREMF Mortgage Trust, Series 2011-K701, Class B4,5, 4.286%, 7/25/2048		875,000		925,136
FREMF Mortgage Trust, Series 2011-K702, Class B4,5, 4.77%, 4/25/2044		1,250,000		1,345,668
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)4, 0.10%, 6/25/2046		218,698,897		1,520,641
FREMF Mortgage Trust, Series 2013-K502, Class B4,5, 2.728%, 3/25/2045		1,725,000		1,716,441

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

14

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES		PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
GS Mortgage Securities Corp. II, Series 2010-C2, Class A14, 3.849%, 12/10/2043			1,044,909	$	1,099,484
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A45, 5.244%, 1/12/2043			1,210,000		1,277,185
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM5, 5.285%, 1/12/2043			535,000		567,298
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A45, 5.237%, 12/15/2044			325,000		342,221
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A45, 5.863%, 4/15/2045			1,075,000		1,167,674
JP Morgan Mortgage Trust, Series 2013-1, Class 1A24,5, 3.00%, 3/25/2043			1,825,851		1,717,299
JP Morgan Mortgage Trust, Series 2013-2, Class A24,5, 3.50%, 5/25/2043			2,211,273		2,194,739
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A4, 3.913%, 6/25/2043			126,133		127,016
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A5, 5.23%, 9/15/2042			569,771		592,850
Morgan Stanley Capital I Trust, Series 2011-C1, Class A24, 3.884%, 9/15/2047			700,000		729,862
Motel 6 Trust, Series 2012-MTL6, Class A24, 1.948%, 10/5/2025			1,275,000		1,270,529
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)4,5, 1.451%, 12/15/2028			1,350,000		1,350,000
SCG Trust, Series 2013-SRP1, Class AJ4,5, 2.101%, 11/15/2026			4,050,000		4,051,774
Sequoia Mortgage Trust, Series 2013-2, Class A15, 1.874%, 2/25/2043			1,640,471		1,415,726
Sequoia Mortgage Trust, Series 2013-7, Class A25, 3.00%, 6/25/2043			1,522,915		1,432,087
Sequoia Mortgage Trust, Series 2013-8, Class A15, 3.00%, 6/25/2043			2,059,177		1,942,035
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX4, 4.004%, 9/13/2028			155,000		164,811
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A45, 5.239%, 10/15/2044			84,156		88,332
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM5, 5.33%, 12/15/2044			1,250,000		1,325,361
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A35, 6.011%, 6/15/2045			955,000		1,039,578
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A24, 4.393%, 11/15/2043			265,000		287,758
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A24, 3.791%, 2/15/2044			1,470,000		1,535,131
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A44,5, 4.869%, 2/15/2044			1,225,000		1,361,199
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045			1,815,000		1,828,903
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $61,386,874)					60,528,650
FOREIGN GOVERNMENT BONDS - 2.6%
Bonos de la Tesoreria de la Republicaen pesos (Chile), 6.00%, 1/1/2018	CLP		330,000,000		627,397
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2019	BRL		1,250,000		534,129
Brazilian Government Bond (Brazil), 8.875%, 10/14/2019			600,000		781,500
Canada Housing Trust No. 1 (Canada)4, 4.10%, 12/15/2018	CAD		295,000		295,606
Canadian Government Bond (Canada), 1.50%, 9/1/2017	CAD		500,000		458,788
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR		230,000		379,730
Ireland Government Bond (Ireland), 5.40%, 3/13/2025	EUR		230,000		389,108
Italy Buoni Poliennali Del Tesoro (Italy), 2.25%, 5/15/2016	EUR		130,000		185,443
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR		480,000		799,312
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR		565,000		940,292
Italy Buoni Poliennali Del Tesoro (Italy), 4.50%, 5/1/2023	EUR		480,000		748,209
Italy Buoni Poliennali Del Tesoro (Italy)4, 5.00%, 3/1/2025	EUR		375,000		602,983
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY		77,000,000		756,985
Korea Treasury Bond (South Korea), 4.50%, 3/10/2015	KRW		720,000,000		707,432
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW		370,000,000		357,572
Malaysia Government Bond (Malaysia), 3.434%, 8/15/2014	MYR		1,170,000		358,771
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR		1,775,000		555,132
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN		12,329,000		1,001,932
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN		4,560,000		373,961
Mexican Government Bond (Mexico), 5.00%, 6/15/2017	MXN		7,000,000		544,745

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

15

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES		PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
FOREIGN GOVERNMENT BONDS (continued)
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		2,000,000	$	172,194
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		3,000,000		239,203
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		5,500,000		433,696
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		2,000,000		164,656
Portugal Obrigacoes do Tesouro OT (Portugal)4, 4.20%, 10/15/2016	EUR		190,000		281,434
Portugal Obrigacoes do Tesouro OT (Portugal)4, 4.80%, 6/15/2020	EUR		135,000		207,738
Portugal Obrigacoes do Tesouro OT (Portugal)4, 4.95%, 10/25/2023	EUR		140,000		215,570
Province of Manitoba Canada, Series FH (Canada), 4.90%, 12/6/2016			1,620,000		1,788,512
Province of New Brunswick Canada (Canada), 5.20%, 2/21/2017			3,500,000		3,905,475
Province of Nova Scotia Canada (Canada), 5.125%, 1/26/2017			1,250,000		1,389,100
Province of Ontario Canada (Canada), 2.30%, 5/10/2016			7,315,000		7,565,027
Province of Quebec Canada (Canada), 5.125%, 11/14/2016			6,600,000		7,305,738
Russian Foreign Bond - Eurobond (Russia)4, 5.00%, 4/29/2020			1,000,000		1,010,000
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		650,000		544,818
Spain Government Bond (Spain), 3.30%, 7/30/2016	EUR		140,000		204,758
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR		250,000		386,574
Spain Government Bond (Spain), 4.00%, 4/30/2020	EUR		390,000		602,996
Spain Government Bond (Spain)4, 5.40%, 1/31/2023	EUR		575,000		956,241
Spain Government Bond (Spain), 4.80%, 1/31/2024	EUR		490,000		783,763
Spain Government Bond (Spain), 4.65%, 7/30/2025	EUR		110,000		173,358
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP		290,000		483,870
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP		365,000		697,012
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $39,358,755)					40,910,760
MUNICIPAL BONDS - 0.1%
Puerto Rico Sales Tax Financing Corp., Series A, Revenue Bond, 5.50%, 8/1/2022			500,000		460,885
Puerto Rico Sales Tax Financing Corp., Series A, Revenue Bond, 5.50%, 8/1/2023			2,215,000		2,005,239
TOTAL MUNICIPAL BONDS
(Identified Cost $2,467,835)					2,466,124
U.S. GOVERNMENT AGENCIES - 20.4%
Mortgage-Backed Securities - 7.7%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			1,127,260		1,229,912
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			101,894		111,097
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			132,411		144,801
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			745,756		813,590
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			168,155		182,849
Fannie Mae, Pool #888815, 4.50%, 11/1/2022			122,225		130,020
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			1,258,989		1,373,210
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024			96,179		103,038
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024			276,656		296,487
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			100,111		109,239
Fannie Mae, Pool #AO6562, 3.00%, 6/1/2027			275,462		284,561
Fannie Mae, Pool #AP0000, 3.50%, 7/1/2027			629,592		663,381
Fannie Mae, Pool #AP7539, 3.00%, 9/1/2027			1,594,537		1,647,205
Fannie Mae, Pool #AB6580, 3.00%, 10/1/2027			428,186		442,317
Fannie Mae, Pool #AQ4426, 3.00%, 11/1/2027			521,374		538,605
Fannie Mae, Pool #AQ5073, 3.00%, 12/1/2027			153,545		158,749
Fannie Mae, Pool #AQ5190, 3.00%, 12/1/2027			168,069		173,580
Fannie Mae, Pool #AR4926, 3.00%, 1/1/2028			549,370		567,901
Fannie Mae, Pool #AR5885, 3.00%, 1/1/2028			156,075		161,327
Fannie Mae, Pool #AB7722, 3.50%, 1/1/2028			435,603		459,047

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

16

Investment Portfolio - April 30, 2014

(unaudited)

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		349,652	$	361,451
Fannie Mae, Pool #AR5986, 3.00%, 2/1/2028		159,912		165,333
Fannie Mae, Pool #AB8457, 3.50%, 2/1/2028		760,727		801,631
Fannie Mae, Pool #AB8601, 3.00%, 3/1/2028		544,245		562,602
Fannie Mae, Pool #AR6001, 3.00%, 3/1/2028		159,833		165,252
Fannie Mae, Pool #AR6002, 3.00%, 3/1/2028		265,920		274,894
Fannie Mae, Pool #AR8950, 3.00%, 3/1/2028		392,770		406,025
Fannie Mae, Pool #AT3152, 3.00%, 4/1/2028		621,877		642,855
Fannie Mae, Pool #MA1405, 3.00%, 4/1/2028		200,193		206,945
Fannie Mae, Pool #MA1423, 3.50%, 4/1/2028		175,288		184,723
Fannie Mae, Pool #AB9483, 2.50%, 5/1/2028		3,212,714		3,235,729
Fannie Mae, Pool #AT8568, 2.50%, 5/1/2028		2,861,161		2,881,658
Fannie Mae, Pool #AT2899, 3.00%, 5/1/2028		307,136		317,495
Fannie Mae, Pool #AT8059, 2.50%, 7/1/2028		2,033,934		2,048,505
Fannie Mae, Pool #AU1270, 2.50%, 7/1/2028		1,237,728		1,246,594
Fannie Mae, Pool #AU1783, 2.50%, 8/1/2028		1,326,254		1,335,755
Fannie Mae, Pool #AS0945, 2.50%, 11/1/2028		1,644,392		1,656,409
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		1,669,868		1,806,472
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034		1,753,535		1,896,974
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		85,970		92,364
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		1,532,292		1,700,730
Fannie Mae, Pool #886904, 6.50%, 9/1/2036		218,158		250,624
Fannie Mae, Pool #888021, 6.00%, 12/1/2036		504,695		565,609
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		545,740		602,944
Fannie Mae, Pool #918516, 5.50%, 6/1/2037		249,574		275,362
Fannie Mae, Pool #995050, 6.00%, 9/1/2037		655,941		735,083
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		2,166,349		2,430,873
Fannie Mae, Pool #933521, 5.00%, 1/1/2038		63,252		69,206
Fannie Mae, Pool #972107, 5.00%, 2/1/2038		120,740		132,106
Fannie Mae, Pool #889260, 5.00%, 4/1/2038		71,691		78,539
Fannie Mae, Pool #933731, 5.50%, 4/1/2038		1,409,602		1,558,393
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		1,355,270		1,514,892
Fannie Mae, Pool #912948, 5.00%, 5/1/2038		148,402		162,372
Fannie Mae, Pool #975840, 5.00%, 5/1/2038		146,227		161,621
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		1,543,812		1,703,847
Fannie Mae, Pool #889579, 6.00%, 5/1/2038		1,381,877		1,545,191
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		2,234,251		2,505,058
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038		1,052,302		1,172,576
Fannie Mae, Pool #986458, 6.00%, 8/1/2038		31,872		35,515
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		120,137		133,868
Fannie Mae, Pool #990897, 6.00%, 9/1/2038		243,674		271,525
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		255,003		285,606
Fannie Mae, Pool #993920, 6.00%, 11/1/2038		129,509		144,413
Fannie Mae, Pool #257497, 6.00%, 12/1/2038		82,926		92,445
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038		63,745		71,042
Fannie Mae, Pool #971022, 5.00%, 1/1/2039		138,495		151,632
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		167,099		182,829
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		1,590,818		1,756,276
Fannie Mae, Pool #988811, 6.00%, 1/1/2039		121,380		135,254
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		208,272		229,077

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

17

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		2,056,674	$	2,209,374
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		573,371		633,354
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039		1,969,493		2,212,461
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039		351,705		394,643
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039		202,246		221,932
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		363,706		399,185
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		2,928,971		3,147,410
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039		161,619		177,202
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040		284,570		312,067
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		2,613,340		2,913,768
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		793,478		884,404
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		3,296,584		3,677,413
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		1,910,391		2,140,512
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		4,636,303		5,184,236
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,811,046		1,946,117
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		764,471		821,763
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		551,904		593,166
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,840,484		1,983,702
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		468,429		503,080
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		1,997,113		1,956,005
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		464,132		454,575
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		1,071,983		1,049,285
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		975,739		951,813
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		431,128		461,787
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		163,052		179,158
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		120,329		132,232
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		162,707		178,667
Freddie Mac, Pool #E09019, 3.00%, 12/1/2027		382,287		394,121
Freddie Mac, Pool #E09022, 3.00%, 1/1/2028		195,771		201,852
Freddie Mac, Pool #J22551, 3.00%, 1/1/2028		387,988		399,999
Freddie Mac, Pool #J22427, 3.00%, 2/1/2028		303,475		312,962
Freddie Mac, Pool #G14708, 3.50%, 2/1/2028		467,706		491,352
Freddie Mac, Pool #J23444, 3.00%, 4/1/2028		190,112		196,110
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		313,201		340,032
Freddie Mac, Pool #C91754, 4.50%, 2/1/2034		2,159,373		2,344,833
Freddie Mac, Pool #C91754, 4.50%, 4/1/2034		2,799,443		3,039,969
Freddie Mac, Pool #G08216, 5.50%, 8/1/2037		941,058		1,035,057
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		106,320		118,260
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		414,501		455,904
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		1,536,809		1,710,949
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		1,777,021		1,954,974
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		963,147		1,059,377
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		440,320		484,475
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		405,176		445,668
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		1,078,558		1,186,292
Freddie Mac, Pool #G04471, 5.50%, 7/1/2038		155,732		171,328
Freddie Mac, Pool #G04776, 5.50%, 7/1/2038		1,131,790		1,244,841
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		1,471,528		1,618,528
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		736,428		810,026
Freddie Mac, Pool #G05196, 5.50%, 10/1/2038		1,488,707		1,637,913

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

18

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3/ SHARES		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		1,310,923	$	1,442,096
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		2,826,168		3,038,188
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		928,626		1,021,774
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		768,578		845,705
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		328,100		364,706
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		190,747		212,397
Freddie Mac, Pool #G07104, 5.50%, 5/1/2040		772,612		855,362
Freddie Mac, Pool #G06789, 6.00%, 5/1/2040		928,861		1,034,376
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		2,022,457		1,886,622
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		2,508,199		2,339,640
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		1,049,277		1,026,732
Ginnie Mae, Pool #671161, 5.50%, 11/15/2037		104,926		116,595
Total Mortgage-Backed Securities
(Identified Cost $120,339,918)				122,093,416
Other Agencies - 12.7%
Fannie Mae, 2.375%, 7/28/2015		11,500,000		11,813,202
Fannie Mae, 0.50%, 9/28/2015		23,000,000		23,078,752
Fannie Mae, 0.375%, 12/21/2015		14,000,000		14,018,312
Fannie Mae, 1.375%, 11/15/2016		20,000,000		20,334,540
Fannie Mae, 0.875%, 8/28/2017		31,000,000		30,778,970
Federal Home Loan Banks, Series 1, 0.875%, 5/24/2017		15,000,000		14,977,740
Freddie Mac, 0.50%, 5/13/2016		7,000,000		7,007,420
Freddie Mac, 2.00%, 8/25/2016		21,500,000		22,206,447
Freddie Mac, 0.875%, 2/22/2017		15,000,000		15,009,060
Freddie Mac, 1.25%, 5/12/2017		18,000,000		18,179,046
Freddie Mac, 2.375%, 1/13/2022		24,584,000		24,212,118
Total Other Agencies
(Identified Cost $201,670,635)				201,615,607
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $322,010,553)				323,709,023
SHORT-TERM INVESTMENT - 2.3%
Dreyfus Cash Management, Inc. - Institutional Shares7, 0.03%,
(Identified Cost $36,764,709)		36,764,709		36,764,709
TOTAL INVESTMENTS - 98.5%
(Identified Cost $1,463,595,905)				1,566,007,044
OTHER ASSETS, LESS LIABILITIES - 1.5%				23,362,930
NET ASSETS - 100%			$	1,589,369,974

ADR - American Depositary Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CLP - Chilean Peso

EUR - Euro

GBP - British Pound

GDR - Global Depository Receipt

IO - Interest only

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

SGD - Singapore Dollar

##Less than 0.1%.

*Non-income producing security.

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

² The rate shown is a fixed rate as of April 30, 2014; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2015 to 2022.

³ Amount is stated in USD unless otherwise noted.

⁴ Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $127,296,039 or 8.0%, of the Series’ net assets as of April 30, 2014 (see Note 2 to the financial statements).

⁵ The coupon rate is floating and is the effective rate as of April 30, 2014.

⁶ Represents a Payment-In-Kind bond.

⁷ Rate shown is the current yield as of April 30, 2014.

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.

19

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

April 30, 2014 (unaudited)

ASSETS:
Investments, at value (identified cost $1,463,595,905) (Note 2)	$	1,566,007,044
Cash		4,820,358
Receivable for securities sold		11,633,740
Interest receivable		8,149,616
Receivable for fund shares sold		6,805,929
Dividends receivable		391,371
Foreign tax reclaims receivable		195,630
Prepaid and other expenses		15,356
TOTAL ASSETS		1,598,019,044
LIABILITIES:
Accrued foreign capital gains tax (Note 2)		213
Accrued management fees (Note 3)		770,335
Accrued shareholder services fees (Class S) (Note 3)		174,026
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		119,826
Accrued fund accounting and administration fees (Note 3)		72,769
Accrued transfer agent fees (Note 3)		54,980
Payable for securities purchased		5,595,279
Payable for fund shares repurchased		1,732,616
Other payables and accrued expenses		129,026
TOTAL LIABILITIES		8,649,070
TOTAL NET ASSETS	$	1,589,369,974
NET ASSETS CONSIST OF:
Capital stock	$	1,234,292
Additional paid-in-capital		1,442,769,308
Undistributed net investment income		7,947,924
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		35,000,320
Net unrealized appreciation on investments (net of foreign capital gains tax of $213), foreign currency and translation of other assets and liabilities		102,418,130
TOTAL NET ASSETS	$	1,589,369,974

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

20

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

April 30, 2014 (unaudited)

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($1,077,860,500/ 76,794,520 shares)	$	14.04
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($334,442,155/ 30,097,551 shares)	$	11.11
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($119,691,644/ 11,178,049 shares)	$	10.71
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($57,375,675/ 5,359,039 shares)	$	10.71

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

21

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

For the Six Months Ended April 30, 2014 (unaudited)

INVESTMENT INCOME:
Interest	$	13,608,498
Dividends (net of foreign taxes withheld, $148,732)		5,364,458
Total Investment Income		18,972,956
EXPENSES:
Management fees (Note 3)		4,525,091
Shareholder services fees (Class S) (Note 3)		1,031,885
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		546,784
Fund accounting and administration fees (Note 3)		141,170
Transfer agent fees (Note 3)		129,402
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		121,528
Directors’ fees (Note 3)		17,254
Chief Compliance Officer service fees (Note 3)		1,211
Custodian fees		59,275
Miscellaneous		185,005
Total Expenses		6,758,605
NET INVESTMENT INCOME		12,214,351
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on-
Investments		38,010,303
Foreign currency and translation of other assets and liabilities		9,614
		38,019,917
Net change in unrealized appreciation (depreciation) on-
Investments (net of decrease in accrued foreign capital gains tax of $12)		11,550,111
Foreign currency and translation of other assets and liabilities		(4,955	)
		11,545,156
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		49,565,073
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	61,779,424

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

22

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

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	12,214,351		$	22,896,535
Net realized gain on investments and foreign currency		38,019,917			67,072,988
Net change in unrealized appreciation (depreciation) on investments and foreign currency		11,545,156			19,753,308
Net increase from operations		61,779,424			109,722,831
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(8,490,101	)		(14,804,570	)
From net investment income (Class I)		(3,741,914	)		(5,357,086	)
From net investment income (Class C)		(716,025	)		(974,500	)
From net investment income (Class R)		(439,099	)		(608,022	)
From net realized gain on investments (Class S)		(42,349,434	)		(21,212,380	)
From net realized gain on investments (Class I)		(16,336,990	)		(6,649,603	)
From net realized gain on investments (Class C)		(5,588,625	)		(2,048,612	)
From net realized gain on investments (Class R)		(2,497,054	)		(927,955	)
Total distributions to shareholders		(80,159,242	)		(52,582,728	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		111,292,804			110,559,153
Net increase in net assets		92,912,986			167,699,256
NET ASSETS:
Beginning of period		1,496,456,988			1,328,757,732
End of period (including undistributed net investment income of $7,947,924 and $9,120,712, respectively)	$	1,589,369,974		$	1,496,456,988

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

23

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	14.18		$	13.62		$	13.16		$	13.37		$	12.21		$	11.13
Income from investment operations:
Net investment income1		0.11			0.22			0.22			0.25			0.29			0.23
Net realized and unrealized gain on investments		0.45			0.83			0.69			0.12			1.07			1.07
Total from investment operations		0.56			1.05			0.91			0.37			1.36			1.30
Less distributions to shareholders:
From net investment income		(0.12	)		(0.20	)		(0.24	)		(0.24	)		(0.20	)		(0.22	)
From net realized gain on investments		(0.58	)		(0.29	)		(0.21	)		(0.34	)		—			—
Total distributions to shareholders		(0.70	)		(0.49	)		(0.45	)		(0.58	)		(0.20	)		(0.22	)
Net asset value - End of period	$	14.04		$	14.18		$	13.62		$	13.16		$	13.37		$	12.21
Net assets - End of period (000’s omitted)	$	1,077,860		$	1,027,160		$	973,964		$	870,693		$	683,681		$	328,201
Total return2		4.18	%		7.93	%		7.15	%		2.87	%		11.26	%		11.83	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.87	%3		0.87	%		0.88	%		0.89	%		0.90	%		0.90	%
Net investment income		1.64	%3		1.58	%		1.65	%		1.87	%		2.28	%		1.97	%
Series portfolio turnover		21	%		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			N/A			0.00	%4		0.03	%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.

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

24

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	11.38		$	11.03		$	10.75		$	11.03		$	10.11		$	9.27
Income from investment operations:
Net investment income1		0.10			0.20			0.20			0.22			0.26			0.21
Net realized and unrealized gain on investments		0.34			0.66			0.55			0.10			0.88			0.87
Total from investment operations		0.44			0.86			0.75			0.32			1.14			1.08
Less distributions to shareholders:
From net investment income		(0.13	)		(0.22	)		(0.26	)		(0.26	)		(0.22	)		(0.24	)
From net realized gain on investments		(0.58	)		(0.29	)		(0.21	)		(0.34	)		—			—
Total distributions to shareholders		(0.71	)		(0.51	)		(0.47	)		(0.60	)		(0.22	)		(0.24	)
Net asset value - End of period	$	11.11		$	11.38		$	11.03		$	10.75		$	11.03		$	10.11
Net assets - End of period (000’s omitted)	$	334,442		$	318,106		$	249,566		$	181,345		$	139,399		$	95,879
Total return2		4.23	%		8.15	%		7.34	%		3.07	%		11.49	%		11.94	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.67	%3		0.67	%		0.68	%		0.69	%		0.70	%		0.70	%
Net investment income		1.84	%3		1.77	%		1.84	%		2.07	%		2.48	%		2.17	%
Series portfolio turnover		21	%		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			N/A			0.00	%4		0.03	%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.

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

25

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED									FOR THE PERIOD 1/4/101 TO 10/31/10
	(UNAUDITED)			10/31/13			10/31/12			10/31/11
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.99		$	10.68		$	10.42		$	10.73		$	10.00
Income from investment operations:
Net investment income2		0.04			0.08			0.09			0.11			0.12
Net realized and unrealized gain on investments		0.33			0.65			0.55			0.10			0.68
Total from investment operations		0.37			0.73			0.64			0.21			0.80
Less distributions to shareholders:
From net investment income		(0.07	)		(0.13	)		(0.17	)		(0.18	)		(0.07	)
From net realized gain on investments		(0.58	)		(0.29	)		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.65	)		(0.42	)		(0.38	)		(0.52	)		(0.07	)
Net asset value - End of period	$	10.71		$	10.99		$	10.68		$	10.42		$	10.73
Net assets - End of period (000’s omitted)	$	119,692		$	102,919		$	72,239		$	42,898		$	17,514
Total return3		3.70	%		7.06	%		6.42	%		2.06	%		8.03	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.67	%4		1.67	%		1.69	%		1.69	%		1.70	%4
Net investment income		0.85	%4		0.78	%		0.84	%		1.03	%		1.43	%4
Series portfolio turnover		21	%		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			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.

26

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED									FOR THE PERIOD 6/30/101 TO 10/31/10
	(UNAUDITED)			10/31/13			10/31/12			10/31/11
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.99		$	10.67		$	10.44		$	10.76		$	10.00
Income from investment operations:
Net investment income2		0.07			0.14			0.14			0.13			0.05
Net realized and unrealized gain on investments		0.33			0.64			0.54			0.13			0.71
Total from investment operations		0.40			0.78			0.68			0.26			0.76
Less distributions to shareholders:
From net investment income		(0.10	)		(0.17	)		(0.24	)		(0.24	)		—
From net realized gain on investments		(0.58	)		(0.29	)		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.68	)		(0.46	)		(0.45	)		(0.58	)		—
Net asset value - End of period	$	10.71		$	10.99		$	10.67		$	10.44		$	10.76
Net assets - End of period (000’s omitted)	$	57,376		$	48,272		$	32,988		$	2,828		$	1
Total return3		3.98	%		7.64	%		6.85	%		2.61	%		7.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.17	%4		1.17	%		1.19	%		1.19	%		1.20	%4
Net investment income		1.35	%4		1.28	%		1.32	%		1.31	%		1.51	%4
Series portfolio turnover		21	%		54	%		54	%		25	%		42	%

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.

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

27

Shareholder Expense Example - Pro-Blend^® Moderate Term Series

(unaudited)

As a shareholder of the Series, you may incur two types of costs: (1) transaction costs 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 in each class at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

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                   11/1/13	ENDING  ACCOUNT VALUE                   4/30/14	EXPENSES PAID  DURING PERIOD   11/1/13-4/30/13*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,047.60	$5.38	1.06%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.54	$5.31	1.06%
Class I
Actual	$1,000.00	$1,048.60	$4.11	0.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.78	$4.06	0.81%
Class C
Actual	$1,000.00	$1,043.40	$9.17	1.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.82	$9.05	1.81%
Class R
Actual	$1,000.00	$1,046.20	$6.65	1.31%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.30	$6.56	1.31%

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

28

Portfolio Composition - Pro-Blend^® Moderate Term Series

As of April 30, 2014 (unaudited)

Sector Allocation3
Financials	18.3%
Consumer Discretionary	13.8%
Information Technology	9.7%
Energy	9.2%
Consumer Staples	7.0%
Health Care	5.5%
Industrials	4.9%
Materials	4.5%
Telecommunication Services	1.0%
Utilities	0.2%
3Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings4
Hess Corp.	2.2%
EMC Corp.	1.5%
DIRECTV	1.3%
Alcoa, Inc.	1.3%
Nestle S.A. (Switzerland)	1.1%
Johnson & Johnson	1.0%
Cerner Corp.	1.0%
Time Warner, Inc.	1.0%
Juniper Networks, Inc.	1.0%
Viacom, Inc. - Class B	0.9%
4As a percentage of total investments.

29

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 49.5%
Consumer Discretionary - 10.8%
Auto Components - 0.1%
F.C.C. Co. Ltd. (Japan)1		8,700	$	148,714
Hankook Tire Co. Ltd. (South Korea)1		10,712		621,488
Musashi Seimitsu Industry Co. Ltd.
(Japan)1		9,200		203,016
Nissin Kogyo Co. Ltd. (Japan)1		12,500		230,713
				1,203,931
Automobiles - 0.0%##
Hyundai Motor Co. (South Korea)1		1,200		267,560
Toyota Motor Corp. (Japan)1		4,900		264,738
				532,298
Diversified Consumer Services - 0.5%
Anhanguera Educacional Participacoes
S.A. (Brazil)		79,470		491,843
Apollo Education Group, Inc.*		245,770		7,092,922
				7,584,765
Hotels, Restaurants & Leisure - 0.6%
Arcos Dorados Holdings, Inc., - Class A (Argentina)		10,350		94,289
Hyatt Hotels Corp. - Class A*		10,810		608,387
InterContinental Hotels Group plc (United Kingdom)1		17,457		596,617
Orient-Express Hotels Ltd. - ADR - Class A*		25,290		331,299
Royal Caribbean Cruises Ltd		13,880		737,444
Whistler Blackcomb Holdings, Inc. (Canada)		8,460		126,585
Whitbread plc (United Kingdom)1		11,640		802,877
Yum! Brands, Inc.		82,850		6,378,621
				9,676,119
Household Durables - 0.8%
DR Horton, Inc.		214,400		4,776,832
Lennar Corp. - Class A		100,450		3,876,365
LG Electronics, Inc. (South Korea)1		5,610		373,659
LGI Homes, Inc.*		8,250		121,440
Nikon Corp. (Japan)1		11,700		183,438
PulteGroup, Inc		18,520		340,583
Toll Brothers, Inc.*		118,990		4,074,218
WCI Communities, Inc.*		7,200		138,024
				13,884,559
Internet & Catalog Retail - 0.7%
Amazon.com, Inc.*		28,390		8,634,251
Expedia, Inc.		9,550		677,955
Groupon, Inc.*		132,340		925,057
Ocado Group plc (United Kingdom)*1		10,690		60,851
TripAdvisor, Inc.*		15,890		1,282,959
				11,581,073
Media - 7.0%
AMC Networks, Inc. - Class A*		133,470		8,764,975
British Sky Broadcasting Group plc (United Kingdom)1		31,890		473,817
DIRECTV*		287,460		22,306,896
Liberty Global plc - ADR (United Kingdom)		124,650		4,963,563
Liberty Global plc - Class C - ADR (United Kingdom)		126,530		4,862,548
Mediaset Espana Comunicacion S.A. (Spain)*1		32,220		357,529
Morningstar, Inc		11,680		856,494
Nexstar Broadcasting Group, Inc. - Class A		97,100		3,869,435
ProSiebenSat.1 Media AG (Germany)1		1,910		83,597
Reed Elsevier plc - ADR (United Kingdom)		4,434		262,227
Sinclair Broadcast Group, Inc. - Class A		316,510		8,460,312
Societe Television Francaise 1 (France)1		14,640		249,290
Starz - Class A*		343,880		11,097,008
Time Warner, Inc		250,150		16,624,969
Tribune Co.*		60,720		4,720,980
Twenty-First Century Fox, Inc. - Class A		467,410		14,966,468
Viacom, Inc. - Class B		180,640		15,350,787
ZON OPTIMUS SGPS S.A. (Portugal)1		65,390		473,055
				118,743,950
Multiline Retail - 0.0%##
Marks & Spencer Group plc (United Kingdom)1		21,410		160,067
Specialty Retail - 0.3%
American Eagle Outfitters, Inc.		79,570		919,829
Belle International Holdings Ltd. (Hong Kong)1		346,900		360,715
China ZhengTong Auto Services
Holdings Ltd. (China)*1		181,000		98,899
Dick’s Sporting Goods, Inc.		28,650		1,508,709
Groupe Fnac S.A. (France)*1		203		9,722
Hennes & Mauritz AB - Class B (Sweden)1		6,690		273,841
Kingfisher plc (United Kingdom)1		209,060		1,479,382
Komeri Co. Ltd. (Japan)1		9,900		268,075
SA SA International Holdings Ltd. (Hong Kong)1		358,000		300,805
				5,219,977

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

30

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Textiles, Apparel & Luxury Goods - 0.8%
adidas AG (Germany)1		4,150	$	443,641
Daphne International Holdings Ltd. (China)1		288,000		115,627
Gildan Activewear, Inc. (Canada)		22,190		1,135,019
Hugo Boss AG (Germany)1		2,480		344,541
Kering (France)1		1,625		359,403
Lululemon Athletica, Inc.*		247,030		11,346,088
				13,744,319
Total Consumer Discretionary				182,331,058
Consumer Staples - 6.3%
Beverages - 2.1%
AMBEV S.A. - ADR (Brazil)*		853,080		6,184,830
Anheuser-Busch InBev N.V. (Belgium)1 .		116,320		12,678,378
Carlsberg A/S - Class B (Denmark)1		5,800		580,188
Cia Cervecerias Unidas S.A. - ADR (Chile)		9,075		213,898
Diageo plc (United Kingdom)1		22,700		695,520
Monster Beverage Corp.*		10,640		712,454
SABMiller plc (United Kingdom)1		246,600		13,427,546
Treasury Wine Estates Ltd. (Australia)1 .		256,220		912,482
Tsingtao Brewery Co. Ltd. - Class H (China)1		66,000		481,918
				35,887,214
Food & Staples Retailing - 0.6%
Carrefour S.A. (France)1		23,947		933,478
Casino Guichard-Perrachon S.A. (France)1		2,420		308,364
Dairy Farm International Holdings Ltd. (Hong Kong)1		38,700		395,127
Distribuidora Internacional de
Alimentacion S.A. (Spain)1		55,640		497,725
Tesco plc (United Kingdom)1		1,429,925		7,083,712
Wal-Mart de Mexico S.A.B. de C.V. - Class V (Mexico)		162,600		411,386
Whole Foods Market, Inc.		4,620		229,614
				9,859,406
Food Products - 2.8%
Annie’s, Inc.*		25,040		814,051
Barry Callebaut AG (Switzerland)1		370		502,848
Charoen Pokphand Foods PCL (Thailand)1		600,680		502,324
Danone (France)1		10,810		798,199
Dean Foods Co.		40,380		639,619
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		138,570		382,152
Keurig Green Mountain, Inc.		10,280		963,030
M Dias Branco S.A. (Brazil)		5,100		219,576
Mead Johnson Nutrition Co.		118,650		10,472,049
Nestle S.A. (Switzerland)1		242,760		18,761,534
Unilever plc - ADR (United Kingdom)		302,529		13,535,147
				47,590,529
Household Products - 0.1%
Reckitt Benckiser Group plc (United Kingdom)1		8,900		718,458
Personal Products - 0.0%##
Beiersdorf AG (Germany)1		1,320		132,508
Natura Cosmeticos S.A. (Brazil)		9,100		156,717
				289,225
Tobacco - 0.7%
Gudang Garam Tbk PT (Indonesia)1		38,000		186,172
Imperial Tobacco Group plc (United Kingdom)1		257,590		11,131,547
Swedish Match AB (Sweden)1		12,920		443,245
				11,760,964
Total Consumer Staples				106,105,796
Energy - 7.0%
Energy Equipment & Services - 3.5%
Anton Oilfield Services Group (China)1		78,000		51,799
Baker Hughes, Inc.		203,490		14,223,951
Cameron International Corp.*		220,080		14,296,397
CGG S.A. (France)*1		11,858		205,164
Eurasia Drilling Co. Ltd. - GDR (Russia)1		9,990		246,253
Fugro N.V. (Netherlands)1		1,890		125,240
Petroleum Geo-Services ASA (Norway)1		7,660		92,484
Saipem S.p.A. (Italy)1		17,540		470,473
Schlumberger Ltd.		148,715		15,102,008
SPT Energy Group, Inc. (China)1		114,000		62,041
Trican Well Service Ltd. (Canada)		20,240		289,921
Weatherford International Ltd. - ADR*		631,020		13,251,420
				58,417,151
Oil, Gas & Consumable Fuels - 3.5%
Apache Corp.		35,870		3,113,516
Cameco Corp. (Canada)		88,760		1,889,700
Cloud Peak Energy, Inc.*		58,980		1,161,316
Encana Corp. (Canada)		30,670		711,851
EOG Resources, Inc.		28,690		2,811,620
Hess Corp.		414,400		36,947,904
Koninklijke Vopak N.V. (Netherlands)1		3,920		195,455
Pacific Rubiales Energy Corp. (Colombia)		23,960		391,081

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

31

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Peabody Energy Corp.		350,370	$	6,660,534
Petroleo Brasileiro S.A. - ADR (Brazil)		42,900		634,920
Range Resources Corp.		32,410		2,931,485
Royal Dutch Shell plc - Class B (Netherlands)1		6,202		263,342
Royal Dutch Shell plc - Class B - ADR (Netherlands)		6,790		574,773
Statoil ASA (Norway)1		12,290		374,666
Talisman Energy, Inc. (Canada)		66,150		683,800
Whitehaven Coal Ltd. (Australia)*1		39,000		53,145
				59,399,108
Total Energy				117,816,259
Financials - 5.3%
Banks - 1.0%
Hong Leong Financial Group Berhad (Malaysia)1		117,900		553,106
HSBC Holdings plc (United Kingdom)1 .		1,198,320		12,243,916
ICICI Bank Ltd. - ADR (India)		7,650		326,425
KeyCorp.		57,250		780,890
Popular, Inc.*		39,350		1,215,915
Shinhan Financial Group Co. Ltd. (South Korea)1		9,100		397,201
Sumitomo Mitsui Trust Holdings, Inc. (Japan)1		106,000		436,794
Synovus Financial Corp.		214,220		687,646
				16,641,893
Capital Markets - 0.1%
CETIP S.A. - Mercados Organizados (Brazil)		8,840		112,078
Daiwa Securities Group, Inc. (Japan)1		46,000		344,928
Legg Mason, Inc.		25,450		1,193,351
				1,650,357
Diversified Financial Services - 0.6%
Berkshire Hathaway, Inc. - Class B*		1,000		128,850
JSE Ltd. (South Africa)1		40,370		370,297
McGraw Hill Financial, Inc.		100,780		7,450,665
MSCI, Inc.*		40,770		1,652,816
				9,602,628
Insurance - 0.2%
Admiral Group plc (United Kingdom)1		10,160		239,933
Allianz SE (Germany)1		7,010		1,219,948
AXA S.A. (France)1		11,080		289,143
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		31,700		141,884
Mapfre S.A. (Spain)1		204,600		862,900
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,525		814,834
Zurich Insurance Group AG (Switzerland)1		1,580		453,079
				4,021,721
Real Estate Investment Trusts (REITS) - 2.9%
Agree Realty Corp.		20,700		618,309
Alexandria Real Estate Equities, Inc.		41,790		3,084,938
Alstria Office REIT AG (Germany)1		38,200		527,052
American Campus Communities, Inc.		9,940		379,708
Apartment Investment & Management Co. - Class A		16,410		505,920
Associated Estates Realty Corp.		30,940		519,173
AvalonBay Communities, Inc.		3,230		441,057
BioMed Realty Trust, Inc.		161,140		3,367,826
Boston Properties, Inc.		8,650		1,013,261
Camden Property Trust		6,420		439,706
CBL & Associates Properties, Inc.		87,030		1,581,335
Chesapeake Lodging Trust		21,900		591,081
CoreSite Realty Corp.		19,760		601,099
Corporate Office Properties Trust		118,450		3,168,537
Crown Castle International Corp.		4,030		293,102
CubeSmart		30,510		567,486
Digital Realty Trust, Inc.		48,190		2,573,346
DuPont Fabros Technology, Inc.		141,380		3,425,637
Education Realty Trust, Inc.		42,460		433,092
Equity Lifestyle Properties, Inc.		10,400		435,448
Equity Residential		7,740		460,066
Essex Property Trust, Inc.		2,740		474,732
General Growth Properties, Inc.		33,430		767,887
Glimcher Realty Trust		33,380		340,142
HCP, Inc.		21,610		904,595
Health Care REIT, Inc.		17,790		1,122,371
Healthcare Trust of America, Inc.*		43,230		505,359
Home Properties, Inc.		10,250		631,400
Host Hotels & Resorts, Inc.		53,994		1,158,171
Kimco Realty Corp.		37,820		866,834
Kite Realty Group Trust		44,860		278,132
Lexington Realty Trust		49,970		537,677
Mack-Cali Realty Corp.		22,970		467,899
Mid-America Apartment Communities, Inc.		7,110		495,211
Pebblebrook Hotel Trust		24,230		834,481
Plum Creek Timber Co., Inc.		9,130		398,068
Potlatch Corp.		2,550		97,487
Public Storage		3,580		628,326
Rayonier, Inc.		2,740		123,574
Retail Properties of America, Inc. - Class A		21,570		308,882

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

32

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Simon Property Group, Inc.		10,730	$	1,858,436
Sovran Self Storage, Inc.		12,950		982,905
Spirit Realty Capital, Inc.		26,330		283,574
UDR, Inc.		29,900		773,214
Ventas, Inc.		14,500		958,160
Westfield Group (Australia)1		57,000		581,641
Weyerhaeuser Co.		261,690		7,811,447
				49,217,784
Real Estate Management & Development - 0.5%
Forest City Enterprises, Inc. - Class A*		15,580		294,618
General Shopping Brasil S.A. (Brazil)*		58,130		180,145
Realogy Holdings Corp.*		197,930		8,322,957
				8,797,720
Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)*1		8,370		380,455
Total Financials				90,312,558
Health Care - 4.8%
Biotechnology - 0.1%
BioMarin Pharmaceutical, Inc.*		12,940		753,496
Green Cross Corp. (South Korea)1		5,859		724,121
Seattle Genetics, Inc.*		20,200		777,296
				2,254,913
Health Care Equipment & Supplies - 1.1%
Becton, Dickinson and Co.		91,980		10,396,500
BioMerieux (France)1		10,240		1,118,189
Carl Zeiss Meditec AG (Germany)1		12,060		367,184
The Cooper Companies, Inc.		7,250		956,348
HeartWare International, Inc.*		16,420		1,395,043
Neogen Corp.*		11,415		476,862
Shandong Weigao Group Medical
Polymer Co. Ltd. - Class H (China)1		1,394,700		1,413,095
Sonova Holding AG (Switzerland)1		810		117,016
Straumann Holding AG (Switzerland)1		5,370		1,191,662
Thoratec Corp.*		39,740		1,302,677
				18,734,576
Health Care Providers & Services - 0.8%
Bio-Reference Laboratories, Inc.*		34,510		876,554
Brookdale Senior Living, Inc.*		4,430		141,051
Catamaran Corp.*		28,060		1,059,265
Express Scripts Holding Co.*		107,920		7,185,314
Fresenius Medical Care AG & Co. KGaA (Germany)1		7,220		497,440
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		11,070		380,255
Life Healthcare Group Holdings Ltd. (South Africa)1		144,599		575,005
Odontoprev S.A. (Brazil)		74,730		301,635
Qualicorp S.A. (Brazil)*		9,770		95,958
Quest Diagnostics, Inc.		13,780		770,715
Sonic Healthcare Ltd. (Australia)1		8,870		146,312
Tenet Healthcare Corp.*		16,110		726,239
Universal Health Services, Inc. - Class B		9,040		739,382
				13,495,125
Health Care Technology - 1.0%
Cerner Corp.*		332,886		17,077,052
Life Sciences Tools & Services - 0.0%##
Gerresheimer AG (Germany)1		3,210		217,916
QIAGEN N.V.*1		12,340		270,908
				488,824
Pharmaceuticals - 1.8%
AstraZeneca plc (United Kingdom)1		1,890		149,186
AstraZeneca plc - ADR (United Kingdom)		11,950		944,647
Bayer AG (Germany)1		9,575		1,331,323
GlaxoSmithKline plc (United Kingdom)1		11,020		304,487
Johnson & Johnson		169,820		17,201,068
Novo Nordisk A/S - Class B (Denmark)1		4,050		183,813
Sanofi (France)1		2,290		247,136
Sanofi - ADR (France)		153,330		8,249,154
Shire plc (Ireland)1		16,965		970,257
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		7,240		353,746
				29,934,817
Total Health Care				81,985,307
Industrials - 3.5%
Air Freight & Logistics - 0.7%
C.H. Robinson Worldwide, Inc.		185,900		10,949,510
Airlines - 0.3%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)*		498,180		3,238,170
Latam Airlines Group S.A. - ADR (Chile)		91,795		1,407,217
Ryanair Holdings plc - ADR (Ireland)*		11,310		604,859
				5,250,246
Building Products - 0.0%##
Allegion plc - ADR		14,580		719,523

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

33

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)1		17,020	$	454,250
MiX Telematics Ltd. - ADR (South Africa)*		9,780		102,690
Tomra Systems ASA (Norway)1		49,750		462,407
				1,019,347
Electrical Equipment - 0.1%
Alstom S.A. (France)1		15,620		645,480
Nexans S.A. (France)1		3,755		211,412
Polypore International, Inc.*		3,760		130,397
Schneider Electric S.A. (France)1		6,060		568,857
				1,556,146
Industrial Conglomerates - 0.8%
General Electric Co.		446,110		11,995,898
Siemens AG (Germany)1		16,600		2,189,874
				14,185,772
Machinery - 0.8%
AGCO Corp.		4,370		243,409
Andritz AG (Austria)1		6,720		417,440
Briggs & Stratton Corp.		51,740		1,105,684
FANUC Corp. (Japan)1		2,100		378,915
Joy Global, Inc.		125,620		7,584,936
Kennametal, Inc.		2,070		96,731
KUKA AG (Germany)1		2,930		150,217
Pentair Ltd. - ADR		6,900		512,601
SKF AB - Class B (Sweden)1		5,420		140,747
Terex Corp.		26,100		1,129,869
Westport Innovations, Inc. - ADR (Canada)*		69,600		913,152
Xylem, Inc.		12,580		472,882
				13,146,583
Marine - 0.0%##
Pacific Basin Shipping Ltd. (Hong Kong)1		41,000		23,926
Sinotrans Shipping Ltd. (China)1		657,000		190,077
				214,003
Professional Services - 0.5%
Equifax, Inc.		111,270		7,879,029
Experian plc (United Kingdom)1		20,290		390,114
SGS S.A. (Switzerland)1		110		274,791
				8,543,934
Road & Rail - 0.1%
Heartland Express, Inc.		35,510		772,698
Hertz Global Holdings, Inc.*		55,580		1,582,363
				2,355,061
Trading Companies & Distributors - 0.1%
Brenntag AG (Germany)1		3,580		648,518
Fastenal Co.		20,430		1,023,135
				1,671,653
Total Industrials				59,611,778
Information Technology - 8.5%
Communications Equipment - 1.9%
Alcatel-Lucent - ADR (France)		213,770		833,703
ARRIS Group, Inc.*		25,000		652,250
Juniper Networks, Inc.*		660,510		16,307,992
Palo Alto Networks, Inc.*		460		29,247
Polycom, Inc.*		115,250		1,417,575
Qualcomm, Inc.		153,490		12,081,198
Riverbed Technology, Inc.*		35,990		700,005
				32,021,970
Electronic Equipment, Instruments & Components - 0.2%
FLIR Systems, Inc.		26,410		898,996
Hitachi Ltd. (Japan)1		169,000		1,204,791
Keyence Corp. (Japan)1		1,123		433,210
				2,536,997
Internet Software & Services - 1.8%
Angie’s List, Inc.*		54,440		615,717
eBay, Inc.*		212,640		11,021,131
Google, Inc. - Class A*		14,336		7,668,040
Google, Inc. - Class C*		14,336		7,550,198
MercadoLibre, Inc. (Argentina)		7,000		652,890
NetEase, Inc. - ADR (China)		4,750		323,427
Qihoo 360 Technology Co. Ltd. - ADR (China)*		1,540		129,945
Tencent Holdings Ltd. (China)1		7,300		459,608
Trulia, Inc.*		18,160		617,440
Zillow, Inc. - Class A*		10,570		1,148,959
				30,187,355
IT Services - 1.4%
Amdocs Ltd. - ADR		32,860		1,528,976
EVERTEC, Inc.		55,000		1,294,700
InterXion Holding N.V. - ADR (Netherlands)*		6,640		171,644
MasterCard, Inc. - Class A		78,780		5,794,269
VeriFone Systems, Inc.*		273,990		9,162,226
Visa, Inc. - Class A		27,970		5,667,002
				23,618,817
Semiconductors & Semiconductor Equipment - 0.1%
Samsung Electronics Co. Ltd. (South Korea)1		790		1,030,129

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

34

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Semiconductors & Semiconductor Equipment (continued)
Tokyo Electron Ltd. (Japan)1		12,160	$	691,610
				1,721,739
Software - 0.9%
Aspen Technology, Inc.*		1,840		79,102
Aveva Group plc (United Kingdom)1		9,531		339,827
Check Point Software Technologies Ltd. (Israel)*		470		30,108
Electronic Arts, Inc.*		394,220		11,156,426
Fortinet, Inc.*		42,030		923,819
Imperva, Inc.*		1,170		26,770
Nuance Communications, Inc.*		40,380		649,714
SAP AG (Germany)1		12,350		998,213
Temenos Group AG (Switzerland)1		16,430		589,098
Totvs S.A. (Brazil)		27,150		445,529
				15,238,606
Technology Hardware, Storage & Peripherals - 2.2%
Apple, Inc.		21,899		12,922,381
Canon, Inc. (Japan)1		5,100		159,808
EMC Corp.		939,650		24,242,970
Stratasys Ltd.*		1,410		136,587
				37,461,746
Total Information Technology				142,787,230
Materials - 3.2%
Chemicals - 1.7%
Akzo Nobel N.V. (Netherlands)1		1,190		91,704
BASF SE (Germany)1		4,890		567,267
Linde AG (Germany)1		4,880		1,013,501
Monsanto Co.		107,510		11,901,357
The Mosaic Co.		244,150		12,217,266
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		53,770		1,715,263
Umicore S.A. (Belgium)1		8,530		418,129
Yingde Gases Group Co. Ltd. (China)1		184,000		185,790
				28,110,277
Construction Materials - 0.0%##
CRH plc (Ireland)1		4,880		142,265
Holcim Ltd. (Switzerland)1		2,120		194,439
				336,704
Metals & Mining - 1.5%
Alcoa, Inc.		1,615,450		21,760,112
Alumina Ltd. (Australia)*1		276,240		346,997
Impala Platinum Holdings Ltd. (South Africa)1		21,490		242,263
Norsk Hydro ASA (Norway)1		74,650		400,363
Stillwater Mining Co.*		143,920		2,271,058
ThyssenKrupp AG (Germany)*1		7,550		215,493
				25,236,286
Total Materials				53,683,267
Telecommunication Services - 0.1%
Diversified Telecommunication Services - 0.1%
Telefonica S.A. - ADR (Spain)		37,580		629,465
Telenor ASA - ADR (Norway)2		9,580		678,264
				1,307,729
Wireless Telecommunication Services - 0.0%##
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		19,090		383,327
MTN Group Ltd. (South Africa)1		10,810		216,868
				600,195
Total Telecommunication Services				1,907,924
TOTAL COMMON STOCKS
(Identified Cost $688,230,239)				836,541,177
PREFERRED STOCKS - 0.2%
Financials - 0.2%
Banks - 0.1%
U.S. Bancorp., Series F (non-cumulative), 6.50%3		29,800		859,730
Insurance - 0.0%##
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%3		7,100		732,010
Real Estate Investment Trusts (REITS) - 0.1%
Public Storage, Series Q, 6.50%		37,110		968,942
TOTAL PREFERRED STOCKS
(Identified Cost $2,377,425)				2,560,682

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

35

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS - 23.3%
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 $959,063)		825,000	$	1,009,594
Non-Convertible Corporate Bonds - 23.2%
Consumer Discretionary - 2.8%
Auto Components - 0.3%
Delphi Corp., 5.00%, 2/15/2023		1,714,000		1,816,840
Gestamp Funding Luxembourg S.A. (Spain)5, 5.625%, 5/31/2020		690,000		711,563
Icahn Enterprises LP - Icahn Enterprises Finance Corp.5, 3.50%, 3/15/2017		680,000		685,100
Icahn Enterprises LP - Icahn Enterprises Finance Corp.5, 6.00%, 8/1/2020		950,000		1,002,250
Icahn Enterprises LP - Icahn Enterprises Finance Corp.5, 5.875%, 2/1/2022		725,000		735,875
				4,951,628
Automobiles - 0.2%
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017		2,000,000		2,313,120
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		775,000		860,392
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,070,000		1,360,765
				4,534,277
Diversified Consumer Services - 0.2%
Block Financial LLC, 5.50%, 11/1/2022		2,795,000		3,012,348
Hotels, Restaurants & Leisure - 0.4%
International Game Technology, 7.50%, 6/15/2019		4,255,000		5,020,862
NAI Entertainment Holdings - NAI Entertainment Holdings Finance Corp.5, 5.00%, 8/1/2018		595,000		620,287
Royal Caribbean Cruises Ltd., 11.875%, 7/15/2015		555,000		622,987
				6,264,136
Household Durables - 0.5%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)5, 6.125%, 7/1/2022		1,015,000		1,037,837
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		1,855,000		1,981,479
NVR, Inc., 3.95%, 9/15/2022		528,000		527,319
Tupperware Brands Corp., 4.75%, 6/1/2021		3,995,000		4,224,285
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		680,000		680,000
				8,450,920
Media - 1.0%
British Sky Broadcasting Group plc (United Kingdom)5, 9.50%, 11/15/2018		2,100,000		2,732,847
CCO Holdings LLC - CCO Holdings Capital Corp., 5.25%, 3/15/2021		1,040,000		1,059,500
Cogeco Cable, Inc. (Canada)5, 4.875%, 5/1/2020		695,000		698,475
Columbus International, Inc. (Barbados)5, 7.375%, 3/30/2021		675,000		705,375
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		2,115,000		2,335,702
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 4.45%, 4/1/2024		1,070,000		1,085,559
Discovery Communications LLC, 5.05%, 6/1/2020		2,015,000		2,252,119
Numericable Group S.A. (France)5, 6.00%, 5/15/2022		1,040,000		1,064,700
Sirius XM Holdings, Inc.5, 4.25%, 5/15/2020		1,405,000		1,348,800
Time Warner, Inc., 4.875%, 3/15/2020		1,200,000		1,336,397
Time Warner, Inc., 4.75%, 3/29/2021		1,610,000		1,776,181
				16,395,655
Multiline Retail - 0.1%
Dollar General Corp., 1.875%, 4/15/2018		1,270,000		1,260,152
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,320,000		1,250,609
				2,510,761
Textiles, Apparel & Luxury Goods - 0.1%
SIWF Merger Sub, Inc. - Springs Industries, Inc.5, 6.25%, 6/1/2021		585,000		608,400
VF Corp., 5.95%, 11/1/2017		640,000		734,724
				1,343,124
Total Consumer Discretionary				47,462,849
Consumer Staples - 0.6%
Beverages - 0.1%
Crestview DS Merger Sub II, Inc.5, 10.00%, 9/1/2021		650,000		721,500
Pernod-Ricard S.A. (France)5, 5.75%, 4/7/2021		1,350,000		1,540,803
				2,262,303
Food & Staples Retailing - 0.1%
KeHE Distributors LLC - KeHE Finance Corp.5, 7.625%, 8/15/2021		605,000		654,913
Shearer’s Foods LLC - Chip Finance Corp.5, 9.00%, 11/1/2019		710,000		775,675
				1,430,588

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

36

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products - 0.1%
Land O’ Lakes, Inc.5, 6.00%, 11/15/2022			515,000	$	547,187
Pinnacle Operating Corp.5, 9.00%, 11/15/2020			610,000		655,750
Tyson Foods, Inc., 4.50%, 6/15/2022			1,095,000		1,159,056
					2,361,993
Household Products - 0.2%
Energizer Holdings, Inc., 4.70%, 5/19/2021			1,300,000		1,367,733
Harbinger Group, Inc., 7.875%, 7/15/2019			885,000		969,075
Harbinger Group, Inc., 7.75%, 1/15/2022			640,000		644,800
					2,981,608
Tobacco - 0.1%
Vector Group Ltd., 7.75%, 2/15/2021			870,000		930,900
Vector Group Ltd.5, 7.75%, 2/15/2021			120,000		128,400
					1,059,300
Total Consumer Staples					10,095,792
Energy - 2.0%
Energy Equipment & Services - 0.7%
Baker Hughes, Inc., 7.50%, 11/15/2018			1,215,000		1,491,022
Calfrac Holdings LP (Canada)5, 7.50%, 12/1/2020			1,105,000		1,168,537
Nabors Industries, Inc.5, 2.35%, 9/15/2016			930,000		950,917
Parker Drilling Co.5, 6.75%, 7/15/2022			975,000		1,009,125
PHI, Inc.5, 5.25%, 3/15/2019			1,035,000		1,050,525
Schlumberger Oilfield plc5, 4.20%, 1/15/2021			905,000		980,805
Shelf Drilling Holdings Ltd. (United Arab Emirates)5, 8.625%, 11/1/2018			540,000		581,850
Weatherford International Ltd., 9.625%, 3/1/2019			4,175,000		5,478,030
					12,710,811
Oil, Gas & Consumable Fuels - 1.3%
Buckeye Partners LP, 4.15%, 7/1/2023			1,295,000		1,310,614
Chesapeake Energy Corp.6, 3.479%, 4/15/2019			1,050,000		1,060,500
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc., 6.625%, 11/15/2019			1,370,000		1,428,225
Crestwood Midstream Partners LP - Crestwood Midstream Finance Corp.5, 6.125%, 3/1/2022			980,000		1,024,100
Denbury Resources, Inc., 5.50%, 5/1/2022			1,090,000		1,102,263
Energy XXI Gulf Coast, Inc.5, 7.50%, 12/15/2021			955,000		1,009,913
FTS International, Inc.5, 6.25%, 5/1/2022			725,000		734,063
Gazprom OAO Via Gaz Capital S.A. (Russia)5, 9.25%, 4/23/2019			1,905,000		2,185,987
Jones Energy Holdings LLC - Jones Energy Finance Corp.5, 6.75%, 4/1/2022			1,030,000		1,068,625
Lukoil International Finance B.V. (Russia)5, 3.416%, 4/24/2018			1,535,000		1,443,284
Northern Tier Energy LLC - Northern Tier Finance Corp., 7.125%, 11/15/2020			925,000		992,063
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020			1,270,000		1,387,475
Petrobras Global Finance B.V. (Brazil)6, 1.849%, 5/20/2016			3,280,000		3,259,500
Petroleos Mexicanos (Mexico), 3.50%, 7/18/2018			450,000		466,313
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019			1,600,000		1,954,000
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021			1,365,000		1,409,363
					21,836,288
Total Energy					34,547,099
Financials - 12.5%
Banks - 3.2%
Bank of Montreal (Canada)5, 1.95%, 1/30/2017			6,730,000		6,900,942
Barclays Bank plc (United Kingdom)5, 10.179%, 6/12/2021			1,200,000		1,629,336
Barclays Bank plc (United Kingdom), 4.25%, 1/12/2022	GBP		495,000		904,427
BBVA Bancomer S.A. (Mexico)5, 6.75%, 9/30/2022			1,655,000		1,845,325
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015			4,406,000		4,625,996
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD		390,000		383,655
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Netherlands)6, 8.40%, 11/29/2049			670,000		760,785
HSBC Bank plc (United Kingdom)5, 1.50%, 5/15/2018			1,605,000		1,583,251
HSBC USA Capital Trust I (United Kingdom)5, 7.808%, 12/15/2026			600,000		607,500
Intesa Sanpaolo S.p.A. (Italy), 3.125%, 1/15/2016			4,675,000		4,810,449
Intesa Sanpaolo S.p.A. (Italy), 2.375%, 1/13/2017			1,450,000		1,464,773
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019			3,000,000		3,119,301

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

37

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Lloyds Bank plc (United Kingdom)5, 6.50%, 9/14/2020			2,225,000	$	2,564,003
Lloyds Bank plc (United Kingdom)6, 9.875%, 12/16/2021			1,300,000		1,542,060
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017			2,050,000		2,384,988
National City Corp., 6.875%, 5/15/2019			2,485,000		2,958,020
Royal Bank of Canada (Canada), 3.27%, 11/10/2014	CAD		295,000		271,880
Royal Bank of Canada (Canada), 3.18%, 3/16/2015	CAD		470,000		435,541
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD		450,000		437,601
Royal Bank of Scotland Group plc (United Kingdom), 5.00%, 10/1/2014			1,430,000		1,448,590
Royal Bank of Scotland Group plc (United Kingdom), 6.125%, 12/15/2022			725,000		771,664
The Royal Bank of Scotland plc (United Kingdom)6, 1.173%, 3/31/2017			3,000,000		3,006,012
The Royal Bank of Scotland plc (United Kingdom)6, 9.50%, 3/16/2022			590,000		690,300
Santander Holdings USA, Inc., 4.625%, 4/19/2016			365,000		390,424
The Toronto-Dominion Bank (Canada)5, 1.625%, 9/14/2016			2,300,000		2,344,781
Wachovia Corp., 5.25%, 8/1/2014			1,300,000		1,314,947
Wells Fargo & Co., 1.50%, 1/16/2018			4,315,000		4,284,782
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD		400,000		393,674
					53,875,007
Capital Markets - 2.4%
Goldman Sachs Capital I, 6.345%, 2/15/2034			795,000		840,609
Goldman Sachs Capital II6, 4.00%, 6/1/2043			1,215,000		935,550
The Goldman Sachs Group, Inc., 3.625%, 2/7/2016			4,400,000		4,600,587
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			2,510,000		2,875,938
The Goldman Sachs Group, Inc.6, 1.324%, 11/15/2018			6,235,000		6,298,285
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			4,285,000		4,808,353
The Goldman Sachs Group, Inc.6, 1.833%, 11/29/2023			1,120,000		1,144,832
Morgan Stanley, 3.80%, 4/29/2016			5,020,000		5,282,315
Morgan Stanley, 2.125%, 4/25/2018			5,495,000		5,508,408
Morgan Stanley, 5.50%, 1/26/2020			4,255,000		4,819,958
Morgan Stanley, 5.75%, 1/25/2021			2,965,000		3,401,946
Scottrade Financial Services, Inc.5, 6.125%, 7/11/2021			375,000		382,090
					40,898,871
Consumer Finance - 0.5%
Ally Financial, Inc., 6.75%, 12/1/2014			610,000		629,825
American Express Co.6, 6.80%, 9/1/2066			950,000		1,048,610
Capital One Bank USA National Association, 2.15%, 11/21/2018			900,000		900,359
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			1,500,000		1,816,427
Caterpillar Financial Services Corp., 7.15%, 2/15/2019			295,000		363,119
CNG Holdings, Inc.5, 9.375%, 5/15/2020			910,000		828,100
Discover Bank, 4.20%, 8/8/2023			1,310,000		1,361,127
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017			930,000		1,005,562
TMX Finance LLC - TitleMax Finance Corp.5, 8.50%, 9/15/2018			620,000		660,300
					8,613,429
Diversified Financial Services - 2.9%
Bank of America Corp., 6.50%, 8/1/2016			1,900,000		2,119,587
Bank of America Corp., 5.75%, 8/15/2016			1,135,000		1,242,908
Bank of America Corp., 6.875%, 4/25/2018			1,030,000		1,213,448
Bank of America Corp., 7.625%, 6/1/2019			2,270,000		2,801,337
The Bear Stearns Companies LLC, 7.25%, 2/1/2018			85,000		101,095
Citigroup, Inc., 5.85%, 8/2/2016			2,000,000		2,202,314
Citigroup, Inc., 8.50%, 5/22/2019			2,674,000		3,406,860
CME Group, Inc., 3.00%, 9/15/2022			1,240,000		1,228,399
General Electric Capital Corp., 5.625%, 5/1/2018			4,100,000		4,699,199
General Electric Capital Corp.6, 0.603%, 5/5/2026			2,310,000		2,106,256
General Electric Capital Corp.6, 7.125%, 12/29/2049			1,950,000		2,242,500
ING Bank N.V. (Netherlands)5, 5.80%, 9/25/2023			1,850,000		2,028,303
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 7.375%, 4/1/2020			870,000		911,325
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 6.875%, 4/15/2022			700,000		700,000
Jefferies Group LLC, 8.50%, 7/15/2019			3,825,000		4,713,165
Jefferies Group LLC, 5.125%, 1/20/2023			2,100,000		2,217,149

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

38

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 4			VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
JPMorgan Chase & Co., 3.15%, 7/5/2016		4,025,000		$	4,208,375
JPMorgan Chase & Co., 1.625%, 5/15/2018		4,370,000			4,323,499
JPMorgan Chase & Co., 4.95%, 3/25/2020		4,040,000			4,519,920
Voya Financial, Inc., 2.90%, 2/15/2018		85,000			87,704
Voya Financial, Inc., 5.50%, 7/15/2022		1,165,000			1,320,124
					48,393,467
Insurance - 1.6%
American International Group, Inc., 4.875%, 6/1/2022		3,705,000			4,121,668
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,985,000			2,247,977
First American Financial Corp., 4.30%, 2/1/2023		1,650,000			1,626,542
Genworth Holdings, Inc., 7.70%, 6/15/2020		500,000			614,591
Genworth Holdings, Inc., 7.625%, 9/24/2021		6,620,000			8,272,034
Genworth Holdings, Inc.6, 6.15%, 11/15/2066		4,395,000			4,109,325
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		3,120,000			3,503,950
Prudential Financial, Inc.6, 5.875%, 9/15/2042		1,950,000	��		2,052,375
					26,548,462
Real Estate Investment Trusts (REITS) - 1.8%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		665,000			642,011
American Tower Corp., 3.40%, 2/15/2019		4,010,000			4,134,803
BioMed Realty LP, 3.85%, 4/15/2016		235,000			247,173
Boston Properties LP, 5.875%, 10/15/2019		1,415,000			1,648,771
Boston Properties LP, 5.625%, 11/15/2020		410,000			472,431
Camden Property Trust, 5.70%, 5/15/2017		705,000			792,468
Corrections Corp. of America, 4.125%, 4/1/2020		1,105,000			1,098,094
Digital Realty Trust LP, 5.875%, 2/1/2020		4,950,000			5,453,197
DuPont Fabros Technology LP, 5.875%, 9/15/2021		950,000			990,375
HCP, Inc., 6.70%, 1/30/2018		3,675,000			4,289,243
Health Care REIT, Inc., 6.20%, 6/1/2016		3,640,000			4,025,752
Health Care REIT, Inc., 4.95%, 1/15/2021		330,000			362,498
Rialto Holdings LLC - Rialto Corp.5, 7.00%, 12/1/2018		680,000			708,900
Simon Property Group LP, 10.35%, 4/1/2019		2,210,000			2,998,177
Simon Property Group LP, 5.65%, 2/1/2020		1,795,000			2,090,258
UDR, Inc., 4.625%, 1/10/2022		980,000			1,048,423
					31,002,574
Thrifts & Mortgage Finance - 0.1%
Prospect Holding Co. LLC - Prospect Holding Finance Co.5, 10.25%, 10/1/2018		725,000			705,063
Provident Funding Associates LP - PFG Finance Corp.5, 6.75%, 6/15/2021		580,000			593,050
					1,298,113
Total Financials					210,629,923
Health Care - 0.6%
Biotechnology - 0.3%
Amgen, Inc., 3.45%, 10/1/2020		4,750,000			4,923,983
Health Care Providers & Services - 0.3%
Express Scripts Holding Co., 4.75%, 11/15/2021		1,250,000			1,370,131
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. (Germany)5, 9.00%, 7/15/2015		895,000			975,550
HCA, Inc., 6.375%, 1/15/2015		610,000			629,825
Tenet Healthcare Corp., 8.125%, 4/1/2022		610,000			677,100
					5,258,056
Total Health Care					10,182,039
Industrials - 1.3%
Aerospace & Defense - 0.2%
Bombardier, Inc. (Canada)5, 6.125%, 1/15/2023		940,000			961,150
DigitalGlobe, Inc., 5.25%, 2/1/2021		545,000			531,375
Erickson Air-Crane, Inc.5, 8.25%, 5/1/2020		790,000			821,600
Textron, Inc., 7.25%, 10/1/2019		1,000,000			1,214,443
					3,528,568
Air Freight & Logistics - 0.1%
FedEx Corp., 8.00%, 1/15/2019		570,000			712,880

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

39

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Air Freight & Logistics (continued)
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.5,7, 10.00%, 2/15/2018		615,000	$	631,144
				1,344,024
Airlines - 0.2%
American Airlines Pass-Through Trust, Series 2013-2, Class A5, 4.95%, 1/15/2023		2,139,733		2,294,863
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B5, 6.375%, 1/2/2016		515,000		552,337
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		290,000		311,025
United Continental Holdings, Inc., 6.375%, 6/1/2018		605,000		651,887
				3,810,112
Commercial Services & Supplies - 0.1%
Modular Space Corp.5, 10.25%, 1/31/2019		905,000		943,463
Construction & Engineering - 0.0%##
Abengoa Finance S.A.U. (Spain)5, 7.75%, 2/1/2020		850,000		932,875
Industrial Conglomerates - 0.0%##
General Electric Co., 5.25%, 12/6/2017		550,000		622,080
Machinery - 0.2%
CNH Capital LLC, 6.25%, 11/1/2016		895,000		980,025
Joy Global, Inc., 5.125%, 10/15/2021		110,000		117,548
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.5, 8.875%, 8/1/2020		985,000		1,095,813
Waterjet Holdings, Inc.5, 7.625%, 2/1/2020		625,000		665,625
				2,859,011
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		915,954
Union Pacific Corp., 7.875%, 1/15/2019		495,000		601,096
				1,517,050
Trading Companies & Distributors - 0.4%
Air Lease Corp., 4.50%, 1/15/2016		680,000		715,700
Air Lease Corp., 3.375%, 1/15/2019		1,850,000		1,887,000
Aircastle Ltd., 4.625%, 12/15/2018		675,000		691,031
Aviation Capital Group Corp.5, 6.75%, 4/6/2021		775,000		866,708
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		680,000		711,450
International Lease Finance Corp., 8.625%, 9/15/2015		555,000		609,113
Rexel S.A. (France)5, 5.25%, 6/15/2020		870,000		896,100
				6,377,102
Total Industrials				22,490,185
Information Technology - 1.2%
Communications Equipment - 0.1%
Windstream Corp., 7.50%, 6/1/2022		985,000		1,051,487
Electronic Equipment, Instruments & Components - 0.0%##
Corning, Inc., 6.625%, 5/15/2019		460,000		553,205
Internet Software & Services - 0.1%
Tencent Holdings, Ltd. (China)5, 3.375%, 5/2/2019		1,645,000		1,653,590
IT Services - 0.2%
The Western Union Co., 5.253%, 4/1/2020		1,350,000		1,472,924
Xerox Corp., 2.75%, 3/15/2019		2,740,000		2,781,105
				4,254,029
Semiconductors & Semiconductor Equipment - 0.2%
Magnachip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		835,000		828,737
Xilinx, Inc., 3.00%, 3/15/2021		2,170,000		2,179,633
				3,008,370
Technology Hardware, Storage & Peripherals - 0.6%
Apple, Inc., 2.40%, 5/3/2023		645,000		602,647
EMC Corp., 2.65%, 6/1/2020		2,845,000		2,867,171
Hewlett-Packard Co., 4.75%, 6/2/2014		2,310,000		2,317,396
Hewlett-Packard Co., 5.50%, 3/1/2018		815,000		922,631
Hewlett-Packard Co.6, 1.167%, 1/14/2019		2,765,000		2,771,387
				9,481,232
Total Information Technology				20,001,913
Materials - 1.2%
Chemicals - 0.1%
The Mosaic Co., 4.25%, 11/15/2023		680,000		703,837
Nufarm Australia Ltd. (Australia)5, 6.375%, 10/15/2019		655,000		676,287
Potash Corp. of Saskatchewan, Inc. (Canada), 6.50%, 5/15/2019		580,000		688,948
				2,069,072

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

40

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining - 0.9%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		780,000	$	984,750
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		1,275,000		1,537,774
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		3,780,000		3,964,290
Freeport-McMoRan Copper & Gold, Inc., 3.10%, 3/15/2020		110,000		108,946
MMC Finance Ltd. (Russia), 4.375%, 4/30/2018		200,000		196,000
Plains Exploration & Production Co., 6.125%, 6/15/2019		1,670,000		1,841,175
Plains Exploration & Production Co., 6.50%, 11/15/2020		2,725,000		3,007,719
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		1,585,000		1,646,290
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,260,000		1,269,786
				14,556,730
Paper & Forest Products - 0.2%
International Paper Co., 9.375%, 5/15/2019		1,777,000		2,341,876
International Paper Co., 7.50%, 8/15/2021		1,410,000		1,778,002
				4,119,878
Total Materials				20,745,680
Telecommunication Services - 0.8%
Diversified Telecommunication Services - 0.1%
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,300,000		2,614,564
Wireless Telecommunication Services - 0.7%
Altice Financing S.A. (Luxembourg)5, 6.50%, 1/15/2022		995,000		1,042,263
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		1,890,000		2,100,535
CPI International, Inc., 8.75%, 2/15/2018		575,000		602,312
Crown Castle Towers LLC5, 6.113%, 1/15/2020		1,040,000		1,203,714
Crown Castle Towers LLC5, 4.883%, 8/15/2020		333,000		369,228
Digicel Ltd. (Jamaica)5, 6.00%, 4/15/2021		905,000		916,313
SBA Tower Trust5, 5.101%, 4/17/2017		575,000		615,507
SBA Tower Trust5, 2.933%, 12/15/2017		1,680,000		1,705,227
SBA Tower Trust5, 3.598%, 4/15/2018		1,500,000		1,514,274
UPCB Finance VI Ltd. (Netherlands)5, 6.875%, 1/15/2022		950,000		1,035,500
				11,104,873
Total Telecommunication Services				13,719,437
Utilities - 0.2%
Independent Power and Renewable Electricity Producers - 0.2%
Exelon Generation Co. LLC, 5.20%, 10/1/2019		1,555,000		1,742,569
NRG Energy, Inc.5, 6.25%, 7/15/2022		1,000,000		1,033,750
				2,776,319
Total Utilities				2,776,319
Total Non-Convertible Corporate Bonds
(Identified Cost $377,198,981)				392,651,236
TOTAL CORPORATE BONDS
(Identified Cost $378,158,044)				393,660,830
ASSET-BACKED SECURITIES - 0.2%
Americredit Automobile Receivables Trust, Series 2012-5, Class A3, 0.62%, 6/8/2017		775,000		775,555
FDIC Trust, Series 2011-R1, Class A5, 2.672%, 7/25/2026		1,033,739		1,065,046
Ford Credit Auto Owner Trust, Series 2012-D, Class A3, 0.51%, 4/15/2017		525,000		525,692
Hertz Vehicle Financing LLC, Series 2009-2A, Class A25, 5.29%, 3/25/2016		335,000		345,669
Hertz Vehicle Financing LLC, Series 2010-1A, Class A25, 3.74%, 2/25/2017		690,000		722,817
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $3,357,904)				3,434,779
COMMERCIAL MORTGAGE-BACKED SECURITIES - 3.5%
Americold LLC Trust, Series 2010-ARTA, Class A15, 3.847%, 1/14/2029		301,906		318,606
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A46, 5.73%, 5/10/2045		1,005,000		1,084,544
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		1,109,038		1,199,537
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		1,090,000		1,135,742
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A46, 5.711%, 9/11/2038		765,000		830,015

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

41

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		1,155,000	$	1,250,253
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM6, 5.568%, 10/12/2041		1,600,000		1,747,621
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A25, 3.759%, 4/15/2044		540,000		563,872
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A46, 5.228%, 7/15/2044		1,055,231		1,103,362
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A15, 3.156%, 7/10/2046		371,436		380,343
Commercial Mortgage Trust, Series 2006-GG7, Class A46, 5.82%, 7/10/2038		585,921		634,788
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A15,6, 2.50%, 5/25/2043		2,034,205		1,861,223
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A15,6, 2.13%, 2/25/2043		1,871,912		1,694,354
DBUBS Mortgage Trust, Series 2011-LC1A, Class A15, 3.742%, 11/10/2046		505,791		528,707
Extended Stay America Trust, Series 2013-ESH7, Class A275, 2.958%, 12/5/2031		1,875,000		1,873,656
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,469,671		1,470,592
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)6, 1.484%, 8/25/2020		19,692,321		1,390,317
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)6, 1.253%, 4/25/2021		9,000,683		647,311
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)6, 1.571%, 10/25/2021		5,942,693		559,552
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)6, 1.441%, 12/25/2021		9,171,333		788,725
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)6, 1.51%, 6/25/2022		12,870,303		1,247,609
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)6, 0.228%, 4/25/2023		66,128,158		1,134,032
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)6, 0.125%, 5/25/2023		42,153,600		418,922
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)6, 1.589%, 10/25/2018		9,071,723		566,357
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,705,000		1,701,263
FREMF Mortgage Trust, Series 2011-K701, Class B5,6, 4.286%, 7/25/2048		750,000		792,973
FREMF Mortgage Trust, Series 2011-K702, Class B5,6, 4.77%, 4/25/2044		885,000		952,733
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)5, 0.10%, 6/25/2046		166,043,115		1,154,519
FREMF Mortgage Trust, Series 2013-K502, Class B5,6, 2.728%, 3/25/2045		2,135,000		2,124,406
GS Mortgage Securities Corp. II, Series 2010-C2, Class A15, 3.849%, 12/10/2043		981,028		1,032,266
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A46, 5.244%, 1/12/2043		1,750,000		1,847,169
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM6, 5.285%, 1/12/2043		495,000		524,884
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A46, 5.237%, 12/15/2044		475,000		500,169
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A46, 5.863%, 4/15/2045		1,670,000		1,813,967
JP Morgan Mortgage Trust, Series 2013-1, Class 1A25,6, 3.00%, 3/25/2043		1,625,547		1,528,903
JP Morgan Mortgage Trust, Series 2013-2, Class A25,6, 3.50%, 5/25/2043		1,886,566		1,872,460
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A5, 3.913%, 6/25/2043		74,418		74,940
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A6, 5.23%, 9/15/2042		369,698		384,674
Morgan Stanley Capital I Trust, Series 2011-C1, Class A25, 3.884%, 9/15/2047		800,000		834,128
Motel 6 Trust, Series 2012-MTL6, Class A25, 1.948%, 10/5/2025		1,170,000		1,165,897
OBP Depositor LLC Trust, Series 2010-OBP, Class A5, 4.646%, 7/15/2045		115,000		127,002
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)5,6, 1.451%, 12/15/2028		1,179,000		1,179,000

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

42

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
SCG Trust, Series 2013-SRP1, Class AJ5,6, 2.101%, 11/15/2026			3,550,000	$	3,551,555
Sequoia Mortgage Trust, Series 2013-2, Class A16, 1.874%, 2/25/2043			1,517,982		1,310,019
Sequoia Mortgage Trust, Series 2013-7, Class A26, 3.00%, 6/25/2043			1,301,225		1,223,618
Sequoia Mortgage Trust, Series 2013-8, Class A16, 3.00%, 6/25/2043			1,750,679		1,651,086
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX5, 4.004%, 9/13/2028			350,000		372,154
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A46, 5.239%, 10/15/2044			525,976		552,074
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM6, 5.33%, 12/15/2044			1,150,000		1,219,332
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A36, 6.011%, 6/15/2045			850,000		925,278
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A25, 4.393%, 11/15/2043			545,000		591,803
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A25, 3.791%, 2/15/2044			940,000		981,649
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045			1,950,000		1,964,937
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $59,221,688)					58,384,898
FOREIGN GOVERNMENT BONDS - 2.4%
Bonos de la Tesoreria de la Republicaen pesos (Chile), 6.00%, 1/1/2018	CLP		790,000,000		1,501,951
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2019	BRL		1,250,000		534,129
Brazilian Government Bond (Brazil), 8.875%, 10/14/2019			800,000		1,042,000
Canada Housing Trust No. 1 (Canada)5, 4.10%, 12/15/2018	CAD		390,000		390,801
Canadian Government Bond (Canada), 1.50%, 9/1/2017	CAD		700,000		642,304
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR		300,000		495,299
Ireland Government Bond (Ireland), 5.40%, 3/13/2025	EUR		300,000		507,532
Italy Buoni Poliennali Del Tesoro (Italy), 2.25%, 5/15/2016	EUR		165,000		235,370
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR		630,000		1,049,097
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR		760,000		1,264,818
Italy Buoni Poliennali Del Tesoro (Italy), 4.50%, 5/1/2023	EUR		630,000		982,024
Italy Buoni Poliennali Del Tesoro (Italy)5, 5.00%, 3/1/2025	EUR		495,000		795,938
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY		101,000,000		992,929
Korea Treasury Bond (South Korea), 4.50%, 3/10/2015	KRW		950,000,000		933,417
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW		470,000,000		454,212
Malaysia Government Bond (Malaysia), 3.434%, 8/15/2014	MYR		1,535,000		470,696
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR		3,205,000		1,002,365
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN		26,195,000		2,128,771
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN		6,000,000		492,054
Mexican Government Bond (Mexico), 5.00%, 6/15/2017	MXN		8,000,000		622,566
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		2,400,000		206,633
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		4,000,000		318,938
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		6,500,000		512,550
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		2,500,000		205,820
Portugal Obrigacoes do Tesouro OT (Portugal)5, 4.20%, 10/15/2016	EUR		190,000		281,434
Portugal Obrigacoes do Tesouro OT (Portugal)5, 4.80%, 6/15/2020	EUR		175,000		269,290
Portugal Obrigacoes do Tesouro OT (Portugal)5, 4.95%, 10/25/2023	EUR		185,000		284,860
Province of New Brunswick Canada (Canada), 5.20%, 2/21/2017			3,800,000		4,240,230
Province of Nova Scotia Canada (Canada), 5.125%, 1/26/2017			2,000,000		2,222,560
Province of Quebec Canada (Canada), 5.125%, 11/14/2016			6,900,000		7,637,817
Russian Foreign Bond - Eurobond (Russia)5, 5.00%, 4/29/2020			900,000		909,000
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		855,000		716,646
Spain Government Bond (Spain), 3.30%, 7/30/2016	EUR		170,000		248,635
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR		325,000		502,546
Spain Government Bond (Spain), 4.00%, 4/30/2020	EUR		515,000		796,263
Spain Government Bond (Spain)5, 5.40%, 1/31/2023	EUR		760,000		1,263,900
Spain Government Bond (Spain), 4.80%, 1/31/2024	EUR		600,000		959,710
Spain Government Bond (Spain), 4.65%, 7/30/2025	EUR		210,000		330,957
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP		380,000		634,037

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

43

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
FOREIGN GOVERNMENT BONDS (continued)
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP		475,000	$	907,070
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $38,368,096)					39,987,169
MUNICIPAL BONDS - 0.1%
Puerto Rico Sales Tax Financing Corp., Series A, Revenue Bond, 5.50%, 8/1/2022			600,000		553,062
Puerto Rico Sales Tax Financing Corp., Series A, Revenue Bond, 5.50%, 8/1/2023			2,000,000		1,810,600
TOTAL MUNICIPAL BONDS
(Identified Cost $2,365,661)					2,363,662
U.S. GOVERNMENT AGENCIES - 16.9%
Mortgage-Backed Securities - 6.3%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			1,326,984		1,447,823
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			95,813		104,467
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			123,476		135,030
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			882,711		963,003
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			156,533		170,211
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			1,490,843		1,626,098
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			93,465		101,987
Fannie Mae, Pool #AO6562, 3.00%, 6/1/2027			246,524		254,667
Fannie Mae, Pool #AP0000, 3.50%, 7/1/2027			563,453		593,692
Fannie Mae, Pool #AP7539, 3.00%, 9/1/2027			1,427,030		1,474,165
Fannie Mae, Pool #AB6580, 3.00%, 10/1/2027			383,204		395,851
Fannie Mae, Pool #AQ4426, 3.00%, 11/1/2027			466,602		482,024
Fannie Mae, Pool #AQ5073, 3.00%, 12/1/2027			137,415		142,071
Fannie Mae, Pool #AQ5190, 3.00%, 12/1/2027			150,413		155,345
Fannie Mae, Pool #AR4926, 3.00%, 1/1/2028			491,658		508,242
Fannie Mae, Pool #AR5885, 3.00%, 1/1/2028			139,679		144,379
Fannie Mae, Pool #AB7722, 3.50%, 1/1/2028			389,842		410,823
Fannie Mae, Pool #AR1092, 3.00%, 2/1/2028			312,921		323,480
Fannie Mae, Pool #AR5986, 3.00%, 2/1/2028			143,114		147,965
Fannie Mae, Pool #AB8457, 3.50%, 2/1/2028			680,811		717,419
Fannie Mae, Pool #AB8601, 3.00%, 3/1/2028			487,071		503,499
Fannie Mae, Pool #AR6001, 3.00%, 3/1/2028			143,042		147,892
Fannie Mae, Pool #AR6002, 3.00%, 3/1/2028			237,985		246,016
Fannie Mae, Pool #AR8950, 3.00%, 3/1/2028			351,509		363,372
Fannie Mae, Pool #AT3152, 3.00%, 4/1/2028			556,548		575,322
Fannie Mae, Pool #MA1405, 3.00%, 4/1/2028			179,163		185,205
Fannie Mae, Pool #MA1423, 3.50%, 4/1/2028			156,873		165,318
Fannie Mae, Pool #AB9483, 2.50%, 5/1/2028			2,126,132		2,141,363
Fannie Mae, Pool #AT8568, 2.50%, 5/1/2028			1,988,583		2,002,828
Fannie Mae, Pool #AT2899, 3.00%, 5/1/2028			274,870		284,141
Fannie Mae, Pool #AT8059, 2.50%, 7/1/2028			1,372,369		1,382,200
Fannie Mae, Pool #AU1270, 2.50%, 7/1/2028			809,390		815,188
Fannie Mae, Pool #AU1783, 2.50%, 8/1/2028			870,525		876,761
Fannie Mae, Pool #AS0945, 2.50%, 11/1/2028			1,095,287		1,103,291
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			1,559,388		1,686,954
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034			1,317,917		1,425,722
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			1,960,127		2,175,594
Fannie Mae, Pool #888021, 6.00%, 12/1/2036			317,894		356,261
Fannie Mae, Pool #909786, 5.50%, 3/1/2037			529,095		584,554
Fannie Mae, Pool #995050, 6.00%, 9/1/2037			656,535		735,749
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037			2,168,313		2,433,076
Fannie Mae, Pool #933731, 5.50%, 4/1/2038			1,316,336		1,455,281
Fannie Mae, Pool #889576, 6.00%, 4/1/2038			1,356,499		1,516,265
Fannie Mae, Pool #889624, 5.50%, 5/1/2038			1,441,665		1,591,111
Fannie Mae, Pool #889579, 6.00%, 5/1/2038			1,383,129		1,546,592
Fannie Mae, Pool #889575, 6.00%, 6/1/2038			851,570		950,294
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			3,928,366		4,404,510

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

44

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038		1,053,256		1,173,639
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		524,879		587,072
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		168,466		188,684
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		1,485,561		1,640,071
Fannie Mae, Pool #AD0258, 5.50%, 3/1/2039		823,148		908,199
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		1,953,462		2,098,499
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		451,680		498,932
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		2,781,037		2,988,444
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		2,615,709		2,916,409
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		1,821,623		2,030,365
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		3,299,572		3,680,746
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		1,912,123		2,142,452
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		4,640,505		5,188,935
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,732,400		1,861,606
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		730,281		785,010
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		547,983		588,952
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,796,562		1,936,362
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		436,122		468,384
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		1,420,666		1,391,423
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		330,164		323,365
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		762,565		746,419
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		694,102		677,082
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		508,991		545,188
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		151,984		166,997
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		112,314		123,425
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		84,635		92,675
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		151,769		166,657
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		66,814		72,870
Freddie Mac, Pool #E09019, 3.00%, 12/1/2027		342,127		352,719
Freddie Mac, Pool #E09022, 3.00%, 1/1/2028		175,204		180,647
Freddie Mac, Pool #J22551, 3.00%, 1/1/2028		347,230		357,980
Freddie Mac, Pool #J22427, 3.00%, 2/1/2028		271,594		280,085
Freddie Mac, Pool #G14708, 3.50%, 2/1/2028		418,573		439,736
Freddie Mac, Pool #J23444, 3.00%, 4/1/2028		170,141		175,510
Freddie Mac, Pool #C91754, 4.50%, 2/1/2034		1,622,927		1,762,314
Freddie Mac, Pool #C91754, 4.50%, 4/1/2034		2,103,991		2,284,764
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		189,624		210,921
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		409,231		450,108
Freddie Mac, Pool #G03781, 6.00%, 1/1/2038		814,455		905,545
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		989,431		1,101,546
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		1,778,632		1,956,746
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		943,732		1,038,022
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		1,056,993		1,162,572
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		1,374,164		1,511,438
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		3,082,298		3,390,272
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		721,340		793,430
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		1,312,111		1,443,404
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		2,695,217		2,897,414
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		535,258		588,948
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		492,807		542,260
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		740,674		823,312
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		443,405		493,731
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		1,438,693		1,342,066
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		1,784,230		1,664,324
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		746,412		730,375

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

45

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 4/ SHARES		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Ginnie Mae, Pool #263096, 9.50%, 3/15/2020		1,237		1,253
Total Mortgage-Backed Securities
(Identified Cost $105,285,511)				106,823,405
Other Agencies - 10.6%
Fannie Mae, 5.25%, 9/15/2016		17,000,000		18,868,963
Fannie Mae, 1.375%, 11/15/2016		6,000,000		6,100,362
Fannie Mae, 0.875%, 8/28/2017		45,000,000		44,679,150
Fannie Mae, 1.625%, 11/27/2018		15,400,000		15,383,969
Federal Home Loan Banks, Series 1, 0.875%, 5/24/2017		15,000,000		14,977,740
Freddie Mac, 1.25%, 5/12/2017		19,000,000		19,188,993
Freddie Mac, 3.75%, 3/27/2019		22,000,000		24,082,960
Freddie Mac, 1.25%, 10/2/2019		15,000,000		14,462,985
Freddie Mac, 2.375%, 1/13/2022		21,288,000		20,965,976
Total Other Agencies
(Identified Cost $179,108,142)				178,711,098
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $284,393,653)				285,534,503
SHORT-TERM INVESTMENT - 2.5%
Dreyfus Cash Management, Inc. - Institutional Shares8, 0.03%,
(Identified Cost $ 42,700,444)		42,700,444		42,700,444
TOTAL INVESTMENTS - 98.6%
(Identified Cost $ 1,499,173,154)				1,665,168,144
OTHER ASSETS, LESS LIABILITIES - 1.4%				23,092,618
NET ASSETS - 100%			$	1,688,260,762

ADR - American Depositary Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CLP - Chilean Peso

EUR – Euro

GBP - British Pound

IO - Interest only

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.

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 April 30, 2014; 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 $112,192,515 or 6.6%, of the Series’ net assets as of April 30, 2014 (see Note 2 to the financial statements).

⁶The coupon rate is floating and is the effective rate as of April 30, 2014.

⁷Represents a Payment-In-Kind bond.

⁸Rate shown is the current yield as of April 30, 2014.

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.

46

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

April 30, 2014 (unaudited)

ASSETS:
Investments, at value (identified cost $1,499,173,154) (Note 2)	$	1,665,168,144
Foreign currency (identified cost $9,457)		9,495
Receivable for securities sold		19,278,058
Interest receivable		6,912,175
Receivable for fund shares sold		2,841,107
Dividends receivable		547,199
Foreign tax reclaims receivable		351,569
Prepaid and other expenses		17,877
TOTAL ASSETS		1,695,125,624
LIABILITIES:
Due to custodian		27,956
Accrued foreign capital gains tax (Note 2)		271
Accrued management fees (Note 3)		1,031,488
Accrued shareholder services fees (Class S) (Note 3)		164,327
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		132,420
Accrued fund accounting and administration fees (Note 3)		72,482
Accrued transfer agent fees (Note 3)		29,058
Accrued Directors’ fees (Note 3)		790
Payable for securities purchased		4,450,218
Payable for fund shares repurchased		833,349
Other payables and accrued expenses		122,503
TOTAL LIABILITIES		6,864,862
TOTAL NET ASSETS	$	1,688,260,762
NET ASSETS CONSIST OF:
Capital stock	$	1,328,800
Additional paid-in-capital		1,460,192,240
Undistributed net investment income		6,310,976
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		54,421,029
Net unrealized appreciation on investments, (net of foreign capital gains tax of $271), foreign currency and translation of other assets and liabilities		166,007,717
TOTAL NET ASSETS	$	1,688,260,762

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

47

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

April 30, 2014 (unaudited)

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($806,679,086/55,688,369 shares)	$	14.49
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($691,300,526/60,758,941 shares)	$	11.38
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($135,913,506/11,844,155 shares)	$	11.48
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($54,367,644/4,588,534 shares)	$	11.85

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

48

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

For the Six Months Ended April 30, 2014 (unaudited)

INVESTMENT INCOME:
Interest	$	11,824,015
Dividends (net of foreign taxes withheld, $226,860)		5,957,291
Total Investment Income		17,781,306
EXPENSES:
Management fees (Note 3)		6,016,638
Shareholder services fees (Class S) (Note 3)		990,913
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		614,517
Fund accounting and administration fees (Note 3)		142,008
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		125,061
Transfer agent fees (Note 3)		89,968
Directors’ fees (Note 3)		15,870
Chief Compliance Officer service fees (Note 3)		1,212
Custodian fees		66,924
Miscellaneous		146,317
Total Expenses		8,209,428
NET INVESTMENT INCOME		9,571,878
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on-
Investments		55,497,951
Foreign currency and translation of other assets and liabilities		14,319
		55,512,270
Net change in unrealized appreciation (depreciation) on-
Investments (net of decrease in accrued foreign capital gains tax of $15)		9,854,326
Foreign currency and translation of other assets and liabilities		(10,536	)
		9,843,790
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		65,356,060
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	74,927,938

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

49

Statements of Changes in Net Assets - Pro-Blend^® Moderate Term Series

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	9,571,878		$	15,473,006
Net realized gain (loss) on investments and foreign currency		55,512,270			75,898,714
Net change in unrealized appreciation on investments and foreign currency		9,843,790			85,698,702
Net increase from operations		74,927,938			177,070,422
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(3,570,941	)		(6,825,953	)
From net investment income (Class I)		(4,548,294	)		(7,658,402	)
From net investment income (Class C)		(241,862	)		(496,170	)
From net investment income (Class R)		(202,651	)		(402,573	)
From net realized gain on investments (Class S)		(34,077,764	)		(17,081,557	)
From net realized gain on investments (Class I)		(33,191,846	)		(14,914,359	)
From net realized gain on investments (Class C)		(6,223,349	)		(2,510,618	)
From net realized gain on investments (Class R)		(2,479,380	)		(1,165,220	)
Total distributions to shareholders		(84,536,087	)		(51,054,852	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		127,159,204			119,728,977
Net increase in net assets		117,551,055			245,744,547
NET ASSETS:
Beginning of period		1,570,709,707			1,324,965,160
End of period (including undistributed net investment income of $6,310,976 and $5,302,846, respectively)	$	1,688,260,762		$	1,570,709,707

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

50

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	14.52		$	13.28		$	12.92		$	12.94		$	11.61		$	10.41
Income from investment operations:
Net investment income1		0.08			0.14			0.17			0.22			0.19			0.16
Net realized and unrealized gain on investments		0.58			1.55			0.77			0.14			1.28			1.23
Total from investment operations		0.66			1.69			0.94			0.36			1.47			1.39
Less distributions to shareholders:
From net investment income		(0.07	)		(0.13	)		(0.20	)		(0.19	)		(0.14	)		(0.19	)
From net realized gain on investments		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—			—
Total distributions to shareholders		(0.69	)		(0.45	)		(0.58	)		(0.38	)		(0.14	)		(0.19	)
Net asset value - End of period	$	14.49		$	14.52		$	13.28		$	12.92		$	12.94		$	11.61
Net assets - End of period (000’s omitted)	$	806,679		$	793,812		$	707,222		$	682,409		$	633,304		$	396,927
Total return2		4.76	%		13.07	%		7.73	%		2.78	%		12.81	%		13.65	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.06	%3		1.06	%		1.07	%		1.07	%		1.09	%		1.10	%
Net investment income		1.16	%3		1.04	%		1.34	%		1.68	%		1.60	%		1.49	%
Series portfolio turnover		25	%		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			N/A			0.00	%4		0.02	%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.

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

51

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	11.56		$	10.67		$	10.50		$	10.60		$	9.54		$	8.59
Income from investment operations:
Net investment income1		0.08			0.14			0.16			0.20			0.18			0.15
Net realized and unrealized gain on investments		0.45			1.23			0.62			0.11			1.06			1.02
Total from investment operations		0.53			1.37			0.78			0.31			1.24			1.17
Less distributions to shareholders:
From net investment income		(0.09	)		(0.16	)		(0.23	)		(0.22	)		(0.18	)		(0.22	)
From net realized gain on investments		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—			—
Total distributions to shareholders		(0.71	)		(0.48	)		(0.61	)		(0.41	)		(0.18	)		(0.22	)
Net asset value - End of period	$	11.38		$	11.56		$	10.67		$	10.50		$	10.60		$	9.54
Net assets - End of period (000’s omitted)	$	691,301		$	614,016		$	496,286		$	352,611		$	294,000		$	44,134
Total return2		4.86	%		13.34	%		8.06	%		2.93	%		13.13	%		14.11	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.81	%3		0.81	%		0.82	%		0.82	%		0.84	%		0.85	%
Net investment income		1.41	%3		1.28	%		1.57	%		1.93	%		1.85	%		1.67	%
Series portfolio turnover		25	%		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			N/A			0.00	%4		0.02	%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.

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

52

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED									FOR THE PERIOD 1/4/101 TO 10/31/10
	(UNAUDITED)			10/31/13			10/31/12			10/31/11
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.65		$	10.75		$	10.58		$	10.69		$	10.00
Income from investment operations:
Net investment income2		0.02			0.03			0.06			0.10			0.07
Net realized and unrealized gain on investments		0.45			1.25			0.62			0.11			0.67
Total from investment operations		0.47			1.28			0.68			0.21			0.74
Less distributions to shareholders:
From net investment income		(0.02	)		(0.06	)		(0.13	)		(0.13	)		(0.05	)
From net realized gain on investments		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—
Total distributions to shareholders		(0.64	)		(0.38	)		(0.51	)		(0.32	)		(0.05	)
Net asset value - End of period	$	11.48		$	11.65		$	10.75		$	10.58		$	10.69
Net assets - End of period (000’s omitted)	$	135,914		$	112,601		$	81,457		$	58,316		$	32,019
Total return3		4.34	%		12.27	%		6.94	%		1.97	%		7.41	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.81	%4		1.81	%		1.82	%		1.82	%		1.84	%4
Net investment income		0.41	%4		0.29	%		0.57	%		0.92	%		0.85	%4
Series portfolio turnover		25	%		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			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.

53

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED									FOR THE PERIOD 6/30/101 TO 10/31/10
	(UNAUDITED)			10/31/13			10/31/12			10/31/11
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.00		$	11.06		$	10.88		$	10.99		$	10.00
Income from investment operations:
Net investment income2		0.05			0.09			0.11			0.11			0.02
Net realized and unrealized gain on investments		0.47			1.28			0.65			0.16			0.97
Total from investment operations		0.52			1.37			0.76			0.27			0.99
Less distributions to shareholders:
From net investment income		(0.05	)		(0.11	)		(0.20	)		(0.19	)		—
From net realized gain on investments		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—
Total distributions to shareholders		(0.67	)		(0.43	)		(0.58	)		(0.38	)		—
Net asset value - End of period	$	11.85		$	12.00		$	11.06		$	10.88		$	10.99
Net assets - End of period (000’s omitted)	$	54,368		$	50,280		$	39,999		$	18,554		$	237
Total return3		4.62	%		12.77	%		7.48	%		2.50	%		9.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.31	%4		1.31	%		1.33	%		1.32	%		1.34	%4
Net investment income		0.91	%4		0.80	%		1.04	%		1.05	%		0.65	%4
Series portfolio turnover		25	%		52	%		47	%		52	%		56	%

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.

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

54

Shareholder Expense Example - Pro-Blend^® Extended Term Series

(unaudited)

As a shareholder of the Series, you may incur two types of costs: (1) transaction costs 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 in each class at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

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                   11/1/13	ENDING  ACCOUNT VALUE                   4/30/14	EXPENSES PAID  DURING PERIOD                   11/1/13-4/30/13*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,058.70	$5.41	1.06%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.54	$5.31	1.06%
Class I
Actual	$1,000.00	$1,060.30	$4.14	0.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.78	$4.06	0.81%
Class C
Actual	$1,000.00	$1,054.80	$9.22	1.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.82	$9.05	1.81%
Class R
Actual	$1,000.00	$1,057.00	$6.68	1.31%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.30	$6.56	1.31%

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

55

Portfolio Composition - Pro-Blend^® Extended Term Series

As of April 30, 2014 (unaudited)

Sector Allocation3
Consumer Discretionary	16.9	%
Financials	15.0	%
Information Technology	12.0	%
Energy	11.2	%
Consumer Staples	10.2	%
Health Care	6.4	%
Industrials	5.8	%
Materials	5.4	%
Telecommunication Services	1.0	%
Utilities	0.1	%
3Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings4
Hess Corp.	2.9	%
EMC Corp.	1.9	%
DIRECTV	1.8	%
Alcoa, Inc.	1.7	%
Nestle S.A. (Switzerland)	1.5	%
Johnson & Johnson	1.4	%
Cerner Corp.	1.4	%
Juniper Networks, Inc.	1.3	%
Time Warner, Inc.	1.3	%
Baker Hughes, Inc.	1.2	%
4As a percentage of total investments.

56

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 64.9%
Consumer Discretionary - 14.0%
Auto Components - 0.1%
F.C.C. Co. Ltd. (Japan)1		11,600	$	198,286
Hankook Tire Co. Ltd. (South Korea)1		14,537		843,406
Mando Corp. (South Korea)1		2,100		252,625
Musashi Seimitsu Industry Co. Ltd. (Japan)1		12,300		271,424
Nissin Kogyo Co. Ltd. (Japan)1		16,600		306,387
				1,872,128
Automobiles - 0.0%##
Hyundai Motor Co. (South Korea)1		1,500		334,450
Toyota Motor Corp. (Japan)1		6,500		351,183
				685,633
Diversified Consumer Services - 0.6%
Anhanguera Educacional Participacoes S.A. (Brazil)		105,870		655,233
Apollo Education Group, Inc.*		309,860		8,942,560
				9,597,793
Hotels, Restaurants & Leisure - 0.7%
Arcos Dorados Holdings, Inc., - Class A (Argentina)		14,150		128,907
Hyatt Hotels Corp. - Class A*		11,130		626,396
InterContinental Hotels Group plc (United Kingdom)1		15,398		526,247
Orient-Express Hotels Ltd. - ADR - Class A*		26,290		344,399
Royal Caribbean Cruises Ltd.		10,720		569,554
Whistler Blackcomb Holdings, Inc. (Canada)		11,010		164,741
Whitbread plc (United Kingdom)1		8,820		608,365
Yum! Brands, Inc.		107,730		8,294,133
				11,262,742
Household Durables - 0.7%
DR Horton, Inc.		37,800		842,184
Lennar Corp. - Class A		133,550		5,153,695
LG Electronics, Inc. (South Korea)1		6,950		462,911
LGI Homes, Inc.*		9,200		135,424
Nikon Corp. (Japan)1		8,700		136,403
PulteGroup, Inc.		14,170		260,586
Toll Brothers, Inc.*		149,580		5,121,619
WCI Communities, Inc.*		8,200		157,194
				12,270,016
Internet & Catalog Retail - 0.9%
Amazon.com, Inc.*		37,300		11,344,049
Expedia, Inc.		7,230		513,258
Groupon, Inc.*		203,990		1,425,890
Ocado Group plc (United Kingdom)*1		14,200		80,831
TripAdvisor, Inc.*		20,840		1,682,622
				15,046,650
Media - 9.6%
AMC Networks, Inc. - Class A*		178,670		11,733,259
British Sky Broadcasting Group plc (United Kingdom)1		42,700		634,430
DIRECTV*		377,270		29,276,152
Global Mediacom Tbk PT (Indonesia)1		1,767,230		335,461
Liberty Global plc - ADR (United Kingdom)		162,480		6,469,954
Liberty Global plc - Class C - ADR (United Kingdom)		165,250		6,350,557
Mediaset Espana Comunicacion S.A. (Spain)*1		42,490		471,490
Morningstar, Inc.		117,260		8,598,676
Nexstar Broadcasting Group, Inc. - Class A		129,150		5,146,627
ProSiebenSat.1 Media AG (Germany)1		2,470		108,106
Reed Elsevier plc - ADR (United Kingdom)		7,379		436,394
Sinclair Broadcast Group, Inc. - Class A		421,220		11,259,211
Societe Television Francaise 1 (France)1		13,520		230,218
Starz - Class A*		409,850		13,225,859
Time Warner, Inc.		322,640		21,442,654
Tribune Co.*		79,490		6,180,347
Twenty-First Century Fox, Inc. - Class A		631,820		20,230,876
Viacom, Inc. - Class B		237,330		20,168,303
ZON OPTIMUS SGPS S.A. (Portugal)1		81,000		585,984
				162,884,558
Multiline Retail - 0.0%##
Marks & Spencer Group plc (United Kingdom)1		28,170		210,607
Specialty Retail - 0.3%
American Eagle Outfitters, Inc.		61,490		710,825
Belle International Holdings Ltd. (Hong Kong)1		429,000		446,084
China ZhengTong Auto Services Holdings Ltd. (China)*1		237,000		129,497
Dick’s Sporting Goods, Inc.		31,770		1,673,008
Groupe Fnac S.A. (France)*1		279		13,342
Hennes & Mauritz AB - Class B (Sweden)1		8,390		343,427
Kingfisher plc (United Kingdom)1		170,640		1,207,508
Komeri Co. Ltd. (Japan)1		7,100		192,256

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

57

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Specialty Retail (continued)
SA SA International Holdings Ltd. (Hong Kong)1		476,000	$	399,953
				5,115,900
Textiles, Apparel & Luxury Goods - 1.1%
adidas AG (Germany)1		5,220		558,026
Daphne International Holdings Ltd. (China)1		384,000		154,170
Gildan Activewear, Inc. (Canada)		30,430		1,556,495
Hugo Boss AG (Germany)1		2,490		345,930
Kering (France)1		2,230		493,212
Lululemon Athletica, Inc.*		328,830		15,103,162
				18,210,995
Total Consumer Discretionary				237,157,022
Consumer Staples - 9.5%
Beverages - 2.9%
AMBEV S.A. - ADR (Brazil)*		1,206,250		8,745,313
Anheuser-Busch InBev N.V. (Belgium)1		151,070		16,465,979
Carlsberg A/S - Class B (Denmark)1		6,750		675,218
Cia Cervecerias Unidas S.A. - ADR (Chile)		12,175		286,965
Diageo plc (United Kingdom)1		31,790		974,035
Monster Beverage Corp.*		8,430		564,473
SABMiller plc (United Kingdom)1		321,630		17,512,983
Treasury Wine Estates Ltd. (Australia)1		708,920		2,524,692
Tsingtao Brewery Co. Ltd. - Class H (China)1		88,000		642,557
				48,392,215
Food & Staples Retailing - 0.8%
Carrefour S.A. (France)1		29,877		1,164,636
Casino Guichard-Perrachon S.A. (France)1		3,380		430,690
Dairy Farm International Holdings Ltd. (Hong Kong)1		50,400		514,584	��
Distribuidora Internacional de Alimentacion S.A. (Spain)1		73,750		659,728
Tesco plc (United Kingdom)1		1,864,580		9,236,952
Wal-Mart de Mexico S.A.B. de C.V. - Class V (Mexico)		215,000		543,961
Whole Foods Market, Inc.		6,160		306,152
				12,856,703
Food Products - 3.7%
Annie’s, Inc.*		21,740		706,767
Barry Callebaut AG (Switzerland)1		500		679,524
Charoen Pokphand Foods PCL (Thailand)1		587,970		491,695
Danone (France)1		12,860		949,569
Dean Foods Co.		52,540		832,234
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		188,350		519,437
Keurig Green Mountain, Inc.		18,200		1,704,976
M Dias Branco S.A. (Brazil)		6,800		292,768
Mead Johnson Nutrition Co.		155,170		13,695,304
Nestle S.A. (Switzerland)1		325,130		25,127,441
Unilever plc - ADR (United Kingdom)		400,575		17,921,725
				62,921,440
Household Products - 1.2%
Energizer Holdings, Inc.		173,630		19,392,735
Reckitt Benckiser Group plc (United Kingdom)1		10,300		831,473
				20,224,208
Personal Products - 0.0%##
Beiersdorf AG (Germany)1		1,770		177,681
Natura Cosmeticos S.A. (Brazil)		5,100		87,830
				265,511
Tobacco - 0.9%
Gudang Garam Tbk PT (Indonesia)1		51,000		249,862
Imperial Tobacco Group plc (United Kingdom)1		344,570		14,890,318
Swedish Match AB (Sweden)1		17,160		588,706
				15,728,886
Total Consumer Staples				160,388,963
Energy - 9.2%
Energy Equipment & Services - 4.6%
Anton Oilfield Services Group (China)1		100,000		66,409
Baker Hughes, Inc.		292,910		20,474,409
Cameron International Corp.*		290,800		18,890,368
CGG S.A. (France)*1		11,088		191,842
Eurasia Drilling Co. Ltd. - GDR (Russia)1		13,220		325,873
Fugro N.V. (Netherlands)1		2,450		162,348
Petroleum Geo-Services ASA (Norway)1		10,170		122,790
Saipem S.p.A. (Italy)1		23,070		618,804
Schlumberger Ltd.		187,380		19,028,439
SPT Energy Group, Inc. (China)1		148,000		80,544
Trican Well Service Ltd. (Canada)		27,350		391,766
Weatherford International Ltd. - ADR*		840,320		17,646,720
				78,000,312
Oil, Gas & Consumable Fuels - 4.6%
Apache Corp.		47,250		4,101,300
Cameco Corp. (Canada)		111,540		2,374,687
Cloud Peak Energy, Inc.*		45,830		902,393

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

58

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Encana Corp. (Canada)		40,060	$	929,793
EOG Resources, Inc.		38,220		3,745,560
Hess Corp.		547,521		48,816,972
Koninklijke Vopak N.V. (Netherlands)1		5,230		260,773
Pacific Rubiales Energy Corp. (Colombia)		31,330		511,376
Peabody Energy Corp.		459,700		8,738,897
Petroleo Brasileiro S.A. - ADR (Brazil)		51,600		763,680
Range Resources Corp.		43,170		3,904,727
Royal Dutch Shell plc - Class B (Netherlands)1		9,249		392,720
Royal Dutch Shell plc - Class B - ADR (Netherlands)		9,190		777,933
Statoil ASA (Norway)1		14,880		453,623
Talisman Energy, Inc. (Canada)		78,260		808,983
Whitehaven Coal Ltd. (Australia)*1		50,000		68,134
				77,551,551
Total Energy				155,551,863
Financials - 6.4%
Banks - 1.2%
Hong Leong Financial Group Berhad (Malaysia)1		153,070		718,100
HSBC Holdings plc (United Kingdom)1		1,611,740		16,468,063
ICICI Bank Ltd. - ADR (India)		9,550		407,499
KeyCorp.		43,110		588,020
Popular, Inc.*		30,580		944,922
Shinhan Financial Group Co. Ltd. (South Korea)1		11,830		516,361
Sumitomo Mitsui Trust Holdings, Inc. (Japan)1		141,000		581,019
Synovus Financial Corp.		161,850		519,539
				20,743,523
Capital Markets - 0.1%
CETIP S.A. - Mercados Organizados (Brazil)		11,720		148,593
Daiwa Securities Group, Inc. (Japan)1		60,000		449,906
Legg Mason, Inc.		18,870		884,814
				1,483,313
Diversified Financial Services - 0.7%
Berkshire Hathaway, Inc. - Class B*		1,330		171,371
JSE Ltd. (South Africa)1		53,080		486,880
McGraw Hill Financial, Inc.		137,290		10,149,850
MSCI, Inc.*		31,170		1,263,632
				12,071,733
Insurance - 0.3%
Admiral Group plc (United Kingdom)1		13,380		315,974
Allianz SE (Germany)1		9,660		1,681,126
AXA S.A. (France)1		14,050		366,648
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		37,500		167,844
Mapfre S.A. (Spain)1		282,140		1,189,925
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,955		914,233
Zurich Insurance Group AG (Switzerland)1		1,910		547,709
				5,183,459
Real Estate Investment Trusts (REITS) - 3.4%
Agree Realty Corp.		20,600		615,322
Alexandria Real Estate Equities, Inc.		52,250		3,857,095
Alstria Office REIT AG (Germany)1		53,410		736,907
American Campus Communities, Inc.		10,820		413,324
Apartment Investment & Management Co. - Class A		14,030		432,545
Associated Estates Realty Corp.		33,230		557,600
AvalonBay Communities, Inc.		2,220		303,141
BioMed Realty Trust, Inc.		200,480		4,190,032
Boston Properties, Inc.		9,460		1,108,144
Camden Property Trust.		6,960		476,690
CBL & Associates Properties, Inc.		142,040		2,580,867
Chesapeake Lodging Trust		24,960		673,670
CoreSite Realty Corp.		20,980		638,212
Corporate Office Properties Trust		139,880		3,741,790
Crown Castle International Corp.		4,500		327,285
CubeSmart		34,780		646,908
Digital Realty Trust, Inc.		59,320		3,167,688
DuPont Fabros Technology, Inc.		176,380		4,273,687
Education Realty Trust, Inc.		48,170		491,334
Equity Lifestyle Properties, Inc.		11,080		463,920
Equity Residential		4,840		287,690
Essex Property Trust, Inc.		3,120		540,571
General Growth Properties, Inc.		35,760		821,407
Glimcher Realty Trust		37,230		379,374
HCP, Inc.		18,280		765,201
Health Care REIT, Inc.		18,460		1,164,641
Healthcare Trust of America, Inc.*		46,150		539,493
Home Properties, Inc.		11,420		703,472
Host Hotels & Resorts, Inc.		56,824		1,218,875
Kimco Realty Corp.		39,340		901,673
Kite Realty Group Trust		50,040		310,248
Lexington Realty Trust		56,730		610,415
Mack-Cali Realty Corp.		25,420		517,805
Mid-America Apartment Communities, Inc.		8,183		569,946
Pebblebrook Hotel Trust		28,840		993,250

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

59

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Plum Creek Timber Co., Inc.		10,750	$	468,700
Potlatch Corp.		3,330		127,306
Public Storage		3,990		700,285
Rayonier, Inc.		3,640		164,164
Retail Properties of America, Inc. - Class A		24,060		344,539
Simon Property Group, Inc.		10,850		1,879,220
Sovran Self Storage, Inc.		14,860		1,127,874
Spirit Realty Capital, Inc.		29,360		316,207
UDR, Inc.		34,130		882,602
Ventas, Inc.		14,900		984,592
Westfield Group (Australia)1		65,000		663,275
Weyerhaeuser Co.		348,460		10,401,531
				58,080,517
Real Estate Management & Development - 0.7%
Forest City Enterprises, Inc. - Class A*		17,370		328,467
General Shopping Brasil S.A. (Brazil)*		76,660		237,569
Realogy Holdings Corp.*		243,300		10,230,765
				10,796,801
Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)*1		11,235		510,683
Total Financials				108,870,029
Health Care - 6.1%
Biotechnology - 0.1%
BioMarin Pharmaceutical, Inc.*		9,510		553,767
Green Cross Corp. (South Korea)1		6,376		788,018
Seattle Genetics, Inc.*		14,060		541,029
				1,882,814
Health Care Equipment & Supplies - 1.3%
Becton, Dickinson and Co.		112,920		12,763,348
BioMerieux (France)1		14,810		1,617,224
Carl Zeiss Meditec AG (Germany)1		13,920		423,815
The Cooper Companies, Inc.		5,730		755,844
HeartWare International, Inc.*		20,270		1,722,139
Neogen Corp.*		15,630		652,943
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		1,696,000		1,718,369
Sonova Holding AG (Switzerland)1		1,070		154,577
Straumann Holding AG (Switzerland)1		4,169		925,147
Thoratec Corp.*		52,600		1,724,228
				22,457,634
Health Care Providers & Services - 0.9%
Bio-Reference Laboratories, Inc.*		26,530		673,862
Brookdale Senior Living, Inc.*		5,820		185,309
Catamaran Corp.*		40,940		1,545,485
Express Scripts Holding Co.*		133,840		8,911,067
Fresenius Medical Care AG & Co. KGaA (Germany)1		9,370		645,570
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		14,780		507,693
Life Healthcare Group Holdings Ltd. (South Africa)1		195,420		777,097
Odontoprev S.A. (Brazil)		99,950		403,431
Qualicorp S.A. (Brazil)*		12,160		119,432
Quest Diagnostics, Inc.		10,610		593,417
Sonic Healthcare Ltd. (Australia)1		11,590		191,178
Tenet Healthcare Corp.*		11,980		540,058
Universal Health Services, Inc. - Class B		6,750		552,083
				15,645,682
Health Care Technology - 1.3%
Cerner Corp.*		438,300		22,484,790
Life Sciences Tools & Services - 0.1%
Gerresheimer AG (Germany)1		4,250		288,519
QIAGEN N.V.*1		10,190		223,708
				512,227
Pharmaceuticals - 2.4%
AstraZeneca plc (United Kingdom)1		2,540		200,493
AstraZeneca plc - ADR (United Kingdom)		16,540		1,307,487
Bayer AG (Germany)1		13,685		1,902,783
GlaxoSmithKline plc (United Kingdom)1		14,575		402,713
Johnson & Johnson		223,700		22,658,573
Novo Nordisk A/S - Class B (Denmark)1		5,380		244,177
Sanofi (France)1		3,040		328,076
Sanofi - ADR (France)		199,960		10,757,848
Shire plc (Ireland)1		21,165		1,210,462
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		9,790		478,339
				39,490,951
Total Health Care				102,474,098
Industrials - 4.4%
Air Freight & Logistics - 0.9%
C.H. Robinson Worldwide, Inc.		262,110		15,438,279
Airlines - 0.4%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)*		514,840		3,346,460
Latam Airlines Group S.A. - ADR (Chile)		169,177		2,593,483

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

60

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Airlines (continued)
Ryanair Holdings plc - ADR (Ireland)*		15,080	$	806,478
				6,746,421
Building Products - 0.0%##
Allegion plc - ADR		11,190		552,227
Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)1		21,470		573,017
MiX Telematics Ltd. - ADR (South Africa)*		12,730		133,665
Tomra Systems ASA (Norway)1		65,630		610,006
				1,316,688
Electrical Equipment - 0.1%
Alstom S.A. (France)1		21,220		876,894
Nexans S.A. (France)1		4,571		257,354
Polypore International, Inc.*		4,890		169,585
Schneider Electric S.A. (France)1		5,520		518,167
				1,822,000
Industrial Conglomerates - 1.1%
General Electric Co.		590,440		15,876,932
Siemens AG (Germany)1		20,100		2,651,595
				18,528,527
Machinery - 0.9%
AGCO Corp.		5,970		332,529
Andritz AG (Austria)1		9,010		559,693
Briggs & Stratton Corp.		37,530		802,016
Deere & Co.		2,800		261,352
FANUC Corp. (Japan)1		2,000		360,872
Joy Global, Inc.		167,590		10,119,084
Kennametal, Inc.		2,690		125,704
KUKA AG (Germany)1		3,910		200,460
Pentair Ltd. - ADR		8,300		616,607
SKF AB - Class B (Sweden)1		7,200		186,970
Terex Corp.		19,120		827,705
Westport Innovations, Inc. - ADR (Canada)*		63,910		838,499
Xylem, Inc.		10,100		379,659
				15,611,150
Marine - 0.0%##
Pacific Basin Shipping Ltd. (Hong Kong)1		54,000		31,512
Sinotrans Shipping Ltd. (China)1		877,500		253,870
				285,382
Professional Services - 0.7%
Equifax, Inc.		147,960		10,477,048
Experian plc (United Kingdom)1		27,980		537,968
SGS S.A. (Switzerland)1		150		374,715
				11,389,731
Road & Rail - 0.1%
Heartland Express, Inc.		27,680		602,317
Hertz Global Holdings, Inc.*		44,290		1,260,936
				1,863,253
Trading Companies & Distributors - 0.1%
Brenntag AG (Germany)1		4,400		797,061
Fastenal Co.		16,160		809,293
				1,606,354
Total Industrials				75,160,012
Information Technology - 10.9%
Communications Equipment - 2.5%
Alcatel-Lucent - ADR (France)		277,980		1,084,122
ARRIS Group, Inc.*		33,000		860,970
Juniper Networks, Inc.*		875,916		21,626,366
Palo Alto Networks, Inc.*		600		38,148
Polycom, Inc.*		177,040		2,177,592
Qualcomm, Inc.		204,840		16,122,956
Riverbed Technology, Inc.*		27,920		543,044
				42,453,198
Electronic Equipment, Instruments & Components - 0.2%
FLIR Systems, Inc.		34,950		1,189,698
Hitachi Ltd. (Japan)1		225,000		1,604,012
Keyence Corp. (Japan)1		1,609		620,691
				3,414,401
Internet Software & Services - 2.2%
Angie’s List, Inc.*		48,450		547,970
eBay, Inc.*		270,950		14,043,339
Google, Inc. - Class A*		18,320		9,799,002
Google, Inc. - Class C*		18,320		9,648,411
MercadoLibre, Inc. (Argentina)		9,500		886,065
NetEase, Inc. - ADR (China)		6,290		428,286
Qihoo 360 Technology Co. Ltd. - ADR (China)*		2,040		172,135
Tencent Holdings Ltd. (China)1		9,600		604,415
Trulia, Inc.*		15,850		538,900
Zillow, Inc. - Class A*		8,520		926,124
				37,594,647
IT Services - 1.8%
Amdocs Ltd. - ADR		43,120		2,006,374
EVERTEC, Inc.		72,000		1,694,880

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

61

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services (continued)
InterXion Holding N.V. - ADR (Netherlands)*		40	$	1,034
MasterCard, Inc. - Class A		105,740		7,777,177
VeriFone Systems, Inc.*		307,690		10,289,154
Visa, Inc. - Class A		37,540		7,605,979
				29,374,598
Semiconductors & Semiconductor Equipment - 0.1%
Samsung Electronics Co. Ltd. (South Korea)1		970		1,264,842
Tokyo Electron Ltd. (Japan)1		12,000		682,510
				1,947,352
Software - 1.2%
Aspen Technology, Inc.*		2,410		103,606
Aveva Group plc (United Kingdom)1		11,543		411,564
Check Point Software Technologies Ltd. (Israel)*		620		39,717
Electronic Arts, Inc.*		517,990		14,659,117
Fortinet, Inc.*		32,640		717,427
Imperva, Inc.*		1,550		35,464
Nuance Communications, Inc.*		52,540		845,369
SAP AG (Germany)1		16,750		1,353,851
Temenos Group AG (Switzerland)1		21,830		782,715
Totvs S.A. (Brazil)		35,590		584,029
				19,532,859
Technology Hardware, Storage & Peripherals - 2.9%
Apple, Inc.		29,149		17,200,534
Canon, Inc. (Japan)1		6,800		213,078
EMC Corp.		1,243,050		32,070,690
Stratasys Ltd.*		810		78,465
				49,562,767
Total Information Technology				183,879,822
Materials - 4.3%
Chemicals - 2.3%
Akzo Nobel N.V. (Netherlands)1		1,570		120,987
BASF SE (Germany)1		6,070		704,154
Linde AG (Germany)1		6,790		1,410,179
Monsanto Co.		148,880		16,481,016
The Mosaic Co.		324,110		16,218,464
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		83,800		2,673,220
Umicore S.A. (Belgium)1		8,190		401,463
Yingde Gases Group Co. Ltd. (China)1		252,000		254,452
				38,263,935
Construction Materials - 0.0%##
CRH plc (Ireland)1		6,510		189,784
Holcim Ltd. (Switzerland)1		2,820		258,640
				448,424
Metals & Mining - 2.0%
Alcoa, Inc.		2,118,230		28,532,558
Alumina Ltd. (Australia)*1		282,210		354,496
Impala Platinum Holdings Ltd. (South Africa)1		28,580		322,190
Norsk Hydro ASA (Norway)1		98,410		527,792
Stillwater Mining Co.*		198,400		3,130,752
ThyssenKrupp AG (Germany)*1		10,020		285,992
				33,153,780
Total Materials				71,866,139
Telecommunication Services - 0.1%
Diversified Telecommunication Services - 0.1%
Telefonica S.A. - ADR (Spain)		51,840		868,320
Telenor ASA - ADR (Norway)2		12,530		887,124
				1,755,444
Wireless Telecommunication Services - 0.0%##
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		23,330		468,466
MTN Group Ltd. (South Africa)1		13,620		273,242
				741,708
Total Telecommunication Services				2,497,152
TOTAL COMMON STOCKS (Identified Cost $904,543,607)				1,097,845,100
PREFERRED STOCKS - 0.2%
Financials - 0.2%
Banks - 0.1%
U.S. Bancorp., Series F (non-cumulative), 6.50%3		30,400		877,040
Insurance - 0.0%##
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%3		7,000		721,700
Real Estate Investment Trusts (REITS) - 0.1%
Public Storage, Series Q, 6.50%		39,780		1,038,656
TOTAL PREFERRED STOCKS (Identified Cost $2,449,250)				2,637,396

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

62

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS - 17.4%
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	$	1,040,187
Non-Convertible Corporate Bonds - 17.3%
Consumer Discretionary - 2.6%
Auto Components - 0.3%
Delphi Corp., 5.00%, 2/15/2023		1,800,000		1,908,000
Gestamp Funding Luxembourg S.A. (Spain)5, 5.625%, 5/31/2020		680,000		701,250
Icahn Enterprises LP - Icahn Enterprises Finance Corp.5, 3.50%, 3/15/2017		665,000		669,987
Icahn Enterprises LP - Icahn Enterprises Finance Corp.5, 6.00%, 8/1/2020		945,000		996,975
Icahn Enterprises LP - Icahn Enterprises Finance Corp.5, 5.875%, 2/1/2022		715,000		725,725
				5,001,937
Automobiles - 0.5%
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017		650,000		751,764
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		6,307,000		7,001,924
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,045,000		1,328,971
				9,082,659
Diversified Consumer Services - 0.2%
Block Financial LLC, 5.50%, 11/1/2022		2,760,000		2,974,626
Hotels, Restaurants & Leisure - 0.3%
International Game Technology, 7.50%, 6/15/2019		3,790,000		4,472,166
NAI Entertainment Holdings - NAI Entertainment Holdings Finance Corp.5, 5.00%, 8/1/2018		580,000		604,650
Royal Caribbean Cruises Ltd., 11.875%, 7/15/2015		550,000		617,375
				5,694,191
Household Durables - 0.1%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)5, 6.125%, 7/1/2022		1,010,000		1,032,725
NVR, Inc., 3.95%, 9/15/2022		500,000		499,355
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		670,000		670,000
				2,202,080
Media - 0.9%
British Sky Broadcasting Group plc (United Kingdom)5, 9.50%, 11/15/2018		2,060,000		2,680,793
CCO Holdings LLC - CCO Holdings Capital Corp., 5.25%, 3/15/2021		1,045,000		1,064,594
Cogeco Cable, Inc. (Canada)5, 4.875%, 5/1/2020		695,000		698,475
Columbus International, Inc. (Barbados)5, 7.375%, 3/30/2021		670,000		700,150
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		1,515,000		1,673,092
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 4.45%, 4/1/2024		1,065,000		1,080,486
Discovery Communications LLC, 5.05%, 6/1/2020		1,350,000		1,508,864
Numericable Group S.A. (France)5, 6.00%, 5/15/2022		1,045,000		1,069,819
Sirius XM Holdings, Inc.5, 4.25%, 5/15/2020		1,380,000		1,324,800
Time Warner, Inc., 4.875%, 3/15/2020		1,200,000		1,336,397
Time Warner, Inc., 4.75%, 3/29/2021		1,650,000		1,820,310
				14,957,780
Multiline Retail - 0.2%
Dollar General Corp., 1.875%, 4/15/2018		1,225,000		1,215,501
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,270,000		1,203,237
				2,418,738
Textiles, Apparel & Luxury Goods - 0.1%
SIWF Merger Sub, Inc. - Springs Industries, Inc.5, 6.25%, 6/1/2021		585,000		608,400
VF Corp., 5.95%, 11/1/2017		880,000		1,010,246
				1,618,646
Total Consumer Discretionary				43,950,657
Consumer Staples - 0.5%
Beverages - 0.1%
Crestview DS Merger Sub II, Inc.5, 10.00%, 9/1/2021		635,000		704,850
Pernod-Ricard S.A. (France)5, 5.75%, 4/7/2021		1,320,000		1,506,564
				2,211,414
Food & Staples Retailing - 0.1%
KeHE Distributors LLC - KeHE Finance Corp.5, 7.625%, 8/15/2021		590,000		638,675
Shearer’s Foods LLC - Chip Finance Corp.5, 9.00%, 11/1/2019		685,000		748,363
				1,387,038
Food Products - 0.1%
Land O’ Lakes, Inc.5, 6.00%, 11/15/2022		515,000		547,187

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

63

Investment Portfolio - April 30, 2014

(unaudited)

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)
Pinnacle Operating Corp.5, 9.00%, 11/15/2020		595,000	$	639,625
Tyson Foods, Inc., 4.50%, 6/15/2022		100,000		105,850
				1,292,662
Household Products - 0.2%
Energizer Holdings, Inc., 4.70%, 5/19/2021		1,300,000		1,367,733
Harbinger Group, Inc., 7.875%, 7/15/2019		865,000		947,175
Harbinger Group, Inc., 7.75%, 1/15/2022		635,000		639,763
				2,954,671
Tobacco - 0.0%##
Vector Group Ltd., 7.75%, 2/15/2021		870,000		930,900
Vector Group Ltd.5, 7.75%, 2/15/2021		95,000		101,650
				1,032,550
Total Consumer Staples				8,878,335
Energy - 1.8%
Energy Equipment & Services - 0.5%
Baker Hughes, Inc., 7.50%, 11/15/2018		935,000		1,147,412
Calfrac Holdings LP (Canada)5, 7.50%, 12/1/2020		1,140,000		1,205,550
Nabors Industries, Inc.5, 2.35%, 9/15/2016		910,000		930,467
Parker Drilling Co.5, 6.75%, 7/15/2022		975,000		1,009,125
PHI, Inc.5, 5.25%, 3/15/2019		1,025,000		1,040,375
Schlumberger Oilfield plc5, 4.20%, 1/15/2021		400,000		433,505
Shelf Drilling Holdings Ltd. (United Arab Emirates)5, 8.625%, 11/1/2018		545,000		587,237
Weatherford International Ltd., 9.625%, 3/1/2019		1,245,000		1,633,568
				7,987,239
Oil, Gas & Consumable Fuels - 1.3%
Buckeye Partners LP, 4.15%, 7/1/2023		1,275,000		1,290,373
Chesapeake Energy Corp.6, 3.479%, 4/15/2019		1,050,000		1,060,500
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc., 6.625%, 11/15/2019		1,340,000		1,396,950
CNOOC Nexen Finance 2014 ULC (China), 1.625%, 4/30/2017		1,345,000		1,343,495
Crestwood Midstream Partners LP - Crestwood Midstream Finance Corp.5, 6.125%, 3/1/2022		965,000		1,008,425
Denbury Resources, Inc., 5.50%, 5/1/2022		1,085,000		1,097,206
Energy XXI Gulf Coast, Inc.5, 7.50%, 12/15/2021		935,000		988,763
FTS International, Inc.5, 6.25%, 5/1/2022		705,000		713,813
Gazprom OAO Via Gaz Capital S.A. (Russia)5, 9.25%, 4/23/2019		1,905,000		2,185,987
Jones Energy Holdings LLC - Jones Energy Finance Corp.5, 6.75%, 4/1/2022		1,025,000		1,063,437
Lukoil International Finance B.V. (Russia)5, 3.416%, 4/24/2018		1,535,000		1,443,284
Northern Tier Energy LLC - Northern Tier Finance Corp., 7.125%, 11/15/2020		900,000		965,250
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		1,255,000		1,371,087
Petrobras Global Finance B.V. (Brazil)6, 1.849%, 5/20/2016		3,250,000		3,229,687
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019		1,600,000		1,954,000
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		1,360,000		1,404,200
				22,516,457
Total Energy				30,503,696
Financials - 8.1%
Banks - 2.4%
Barclays Bank plc (United Kingdom)5, 10.179%, 6/12/2021		1,250,000		1,697,225
Barclays Bank plc (United Kingdom), 4.25%, 1/12/2022		GBP        490,000		895,292
BBVA Bancomer S.A. (Mexico)5, 6.75%, 9/30/2022		1,670,000		1,862,050
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		4,325,000		4,540,952
BNP Paribas - BNP Paribas US Medium-Term Note Program LLC (France)5, 4.80%, 6/24/2015		2,220,000		2,306,587
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017		AUD        380,000		373,818
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Netherlands)6, 8.40%, 11/29/2049		850,000		965,175
HSBC Bank plc (United Kingdom)5, 1.50%, 5/15/2018		1,580,000		1,558,589
HSBC USA Capital Trust I (United Kingdom)5, 7.808%, 12/15/2026		600,000		607,500
Intesa Sanpaolo S.p.A. (Italy), 3.125%, 1/15/2016		4,635,000		4,769,290
Intesa Sanpaolo S.p.A. (Italy), 2.375%, 1/13/2017		1,500,000		1,515,282
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		1,650,000		1,715,616

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

64

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Lloyds Bank plc (United Kingdom)5, 6.50%, 9/14/2020		4,735,000	$	5,456,429
Lloyds Bank plc (United Kingdom)6, 9.875%, 12/16/2021		1,335,000		1,583,577
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		1,830,000		2,129,038
National City Corp., 6.875%, 5/15/2019		2,255,000		2,684,239
Royal Bank of Canada (Canada), 3.27%, 11/10/2014		CAD        295,000		271,880
Royal Bank of Canada (Canada), 3.18%, 3/16/2015		CAD        465,000		430,907
Royal Bank of Canada (Canada), 3.77%, 3/30/2018		CAD        445,000		432,739
Royal Bank of Scotland Group plc (United Kingdom), 5.00%, 10/1/2014		1,400,000		1,418,200
Royal Bank of Scotland Group plc (United Kingdom), 6.125%, 12/15/2022		720,000		766,342
The Royal Bank of Scotland plc (United Kingdom)6, 1.173%, 3/31/2017		805,000		806,613
The Royal Bank of Scotland plc (United Kingdom)6, 9.50%, 3/16/2022		585,000		684,450
Santander Holdings USA, Inc., 4.625%, 4/19/2016		370,000		395,772
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017		AUD        400,000		393,674
				40,261,236
Capital Markets - 0.9%
Goldman Sachs Capital II6, 4.00%, 6/1/2043		2,005,000		1,543,850
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		2,510,000		2,875,938
The Goldman Sachs Group, Inc.6, 1.324%, 11/15/2018		6,145,000		6,207,372
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		2,225,000		2,496,753
The Goldman Sachs Group, Inc.6, 1.833%, 11/29/2023		1,100,000		1,124,388
Scottrade Financial Services, Inc.5, 6.125%, 7/11/2021		400,000		407,562
				14,655,863
Consumer Finance - 0.4%
Ally Financial, Inc., 6.75%, 12/1/2014		610,000		629,825
American Express Co.6, 6.80%, 9/1/2066		930,000		1,026,534
Capital One Bank USA National Association, 2.15%, 11/21/2018		850,000		850,339
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		815,000		986,925
CNG Holdings, Inc.5, 9.375%, 5/15/2020		910,000		828,100
Discover Bank, 4.20%, 8/8/2023		1,280,000		1,329,956
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		890,000		962,312
TMX Finance LLC - TitleMax Finance Corp.5, 8.50%, 9/15/2018		620,000		660,300
				7,274,291
Diversified Financial Services - 1.6%
Bank of America Corp., 6.875%, 4/25/2018		1,025,000		1,207,557
Bank of America Corp., 7.625%, 6/1/2019		2,250,000		2,776,655
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		85,000		101,095
Citigroup, Inc., 8.50%, 5/22/2019		2,663,000		3,392,846
CME Group, Inc., 3.00%, 9/15/2022		1,270,000		1,258,118
General Electric Capital Corp., 5.625%, 5/1/2018		915,000		1,048,723
General Electric Capital Corp.6, 0.603%, 5/5/2026		2,295,000		2,092,579
General Electric Capital Corp.6, 7.125%, 12/29/2049		2,150,000		2,472,500
ING Bank N.V. (Netherlands)5, 5.80%, 9/25/2023		1,870,000		2,050,231
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 7.375%, 4/1/2020		875,000		916,563
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 6.875%, 4/15/2022		695,000		695,000
Jefferies Group LLC, 8.50%, 7/15/2019		3,795,000		4,676,199
JPMorgan Chase & Co., 4.95%, 3/25/2020		3,130,000		3,501,819
Voya Financial, Inc., 2.90%, 2/15/2018		85,000		87,704
Voya Financial, Inc., 5.50%, 7/15/2022		1,185,000		1,342,787
				27,620,376
Insurance - 1.5%
American International Group, Inc., 4.875%, 6/1/2022		3,645,000		4,054,920
Fidelity National Financial, Inc., 6.60%, 5/15/2017		2,025,000		2,293,276
First American Financial Corp., 4.30%, 2/1/2023		1,350,000		1,330,807
Genworth Holdings, Inc., 7.70%, 6/15/2020		600,000		737,510
Genworth Holdings, Inc., 7.625%, 9/24/2021		6,555,000		8,190,813
Genworth Holdings, Inc.6, 6.15%, 11/15/2066		4,300,000		4,020,500
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		2,535,000		2,846,960
Prudential Financial, Inc.6, 5.875%, 9/15/2042		1,975,000		2,078,687
				25,553,473

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

65

Investment Portfolio - April 30, 2014

(unaudited)

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) - 1.2%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		665,000	$	642,011
American Tower Corp., 3.40%, 2/15/2019		3,925,000		4,047,158
BioMed Realty LP, 3.85%, 4/15/2016		285,000		299,763
Boston Properties LP, 5.875%, 10/15/2019		1,385,000		1,613,814
Camden Property Trust, 5.70%, 5/15/2017		980,000		1,101,587
Corrections Corp. of America, 4.125%, 4/1/2020		1,080,000		1,073,250
Digital Realty Trust LP, 5.875%, 2/1/2020		200,000		220,331
Digital Realty Trust LP, 5.25%, 3/15/2021		1,870,000		1,978,159
DuPont Fabros Technology LP, 5.875%, 9/15/2021		930,000		969,525
HCP, Inc., 6.70%, 1/30/2018		1,270,000		1,482,269
Health Care REIT, Inc., 6.20%, 6/1/2016		1,240,000		1,371,410
Health Care REIT, Inc., 4.95%, 1/15/2021		275,000		302,082
Rialto Holdings LLC - Rialto Corp.5, 7.00%, 12/1/2018		670,000		698,475
Simon Property Group LP, 10.35%, 4/1/2019		2,160,000		2,930,345
UDR, Inc., 4.625%, 1/10/2022		980,000		1,048,423
				19,778,602
Thrifts & Mortgage Finance - 0.1%
Prospect Holding Co. LLC - Prospect Holding Finance Co.5, 10.25%, 10/1/2018		705,000		685,613
Provident Funding Associates LP - PFG Finance Corp.5, 6.75%, 6/15/2021		585,000		598,163
				1,283,776
Total Financials				136,427,617
Health Care - 0.2%
Health Care Providers & Services - 0.2%
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. (Germany)5, 9.00%, 7/15/2015		880,000		959,200
HCA, Inc., 6.375%, 1/15/2015		610,000		629,825
Tenet Healthcare Corp., 8.125%, 4/1/2022		600,000		666,000
Total Health Care				3,821,488
Industrials - 1.2%
Aerospace & Defense - 0.2%
Bombardier, Inc. (Canada)5, 6.125%, 1/15/2023		900,000		920,250
DigitalGlobe, Inc., 5.25%, 2/1/2021		545,000		531,375
Erickson Air-Crane, Inc.5, 8.25%, 5/1/2020		760,000		790,400
Textron, Inc., 7.25%, 10/1/2019		940,000		1,141,576
				3,383,601
Air Freight & Logistics - 0.1%
FedEx Corp., 8.00%, 1/15/2019		785,000		981,774
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.5,7, 10.00%, 2/15/2018		565,000		579,831
				1,561,605
Airlines - 0.2%
American Airlines Pass-Through Trust, Series 2013-2, Class A5, 4.95%, 1/15/2023		1,397,377		1,498,686
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B5, 6.375%, 1/2/2016		545,000		584,512
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		290,000		311,025
United Continental Holdings, Inc., 6.375%, 6/1/2018		600,000		646,500
				3,040,723
Commercial Services & Supplies - 0.1%
Modular Space Corp.5, 10.25%, 1/31/2019		910,000		948,675
Construction & Engineering - 0.0%##
Abengoa Finance S.A.U. (Spain)5, 7.75%, 2/1/2020		835,000		916,413
Machinery - 0.2%
CNH Capital LLC, 6.25%, 11/1/2016		885,000		969,075
Joy Global, Inc., 5.125%, 10/15/2021		120,000		128,235
SPL Logistics Escrow LLC - SPL
Logistics Finance Corp.5, 8.875%, 8/1/2020		1,005,000		1,118,063
Waterjet Holdings, Inc.5, 7.625%, 2/1/2020		610,000		649,650
				2,865,023
Professional Services - 0.0%##
FTI Consulting, Inc., 6.00%, 11/15/2022		540,000		550,800
Road & Rail - 0.0%##
Union Pacific Corp., 5.65%, 5/1/2017		810,000		910,335
Trading Companies & Distributors - 0.4%
Air Lease Corp., 4.50%, 1/15/2016		675,000		710,437

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

66

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Trading Companies & Distributors (continued)
Air Lease Corp., 3.375%, 1/15/2019		1,850,000	$	1,887,000
Aircastle Ltd., 4.625%, 12/15/2018		670,000		685,913
Aviation Capital Group Corp.5, 6.75%, 4/6/2021		765,000		855,525
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		675,000		706,219
International Lease Finance Corp., 8.625%, 9/15/2015		550,000		603,625
Rexel S.A. (France)5, 5.25%, 6/15/2020		875,000		901,250
				6,349,969
Total Industrials				20,527,144
Information Technology - 1.0%
Communications Equipment - 0.1%
Windstream Corp., 7.50%, 6/1/2022		975,000		1,040,813
Electronic Equipment, Instruments & Components - 0.1%
Corning, Inc., 6.625%, 5/15/2019		1,000,000		1,202,620
Internet Software & Services - 0.1%
Tencent Holdings, Ltd. (China)5, 3.375%, 5/2/2019		2,110,000		2,121,018
IT Services - 0.2%
The Western Union Co., 5.253%, 4/1/2020		1,350,000		1,472,924
Xerox Corp., 2.75%, 3/15/2019		2,725,000		2,765,880
				4,238,804
Semiconductors & Semiconductor Equipment - 0.2%
Magnachip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		820,000		813,850
Xilinx, Inc., 3.00%, 3/15/2021		2,160,000		2,169,588
				2,983,438
Technology Hardware, Storage & Peripherals - 0.3%
Apple, Inc., 2.40%, 5/3/2023		650,000		607,318
Hewlett-Packard Co., 4.75%, 6/2/2014		1,920,000		1,926,148
Hewlett-Packard Co.6, 1.167%, 1/14/2019		2,770,000		2,776,399
				5,309,865
Total Information Technology				16,896,558
Materials - 1.1%
Chemicals - 0.1%
The Mosaic Co., 4.25%, 11/15/2023		665,000		688,312
Nufarm Australia Ltd. (Australia)5, 6.375%, 10/15/2019		645,000		665,963
Potash Corp. of Saskatchewan, Inc. (Canada), 6.50%, 5/15/2019		565,000		671,131
				2,025,406
Metals & Mining - 0.9%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		765,000		965,813
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		960,000		1,157,853
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		1,315,000		1,379,111
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		580,000		572,725
Freeport-McMoRan Copper & Gold, Inc., 3.10%, 3/15/2020		105,000		103,993
MMC Finance Ltd. (Russia), 4.375%, 4/30/2018		200,000		196,000
Plains Exploration & Production Co., 6.125%, 6/15/2019		3,145,000		3,467,363
Plains Exploration & Production Co., 6.50%, 11/15/2020		2,933,000		3,237,299
Rio Tinto Finance USA plc (United Kingdom), 1.375%, 6/17/2016		2,000,000		2,021,628
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,290,000		1,300,019
				14,401,804
Paper & Forest Products - 0.1%
International Paper Co., 7.50%, 8/15/2021		1,425,000		1,796,916
Total Materials				18,224,126
Telecommunication Services - 0.7%
Diversified Telecommunication Services - 0.2%
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,400,000		2,728,241
Wireless Telecommunication Services - 0.5%
Altice Financing S.A. (Luxembourg)5, 6.50%, 1/15/2022		990,000		1,037,025
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		1,890,000		2,100,535
CPI International, Inc., 8.75%, 2/15/2018		595,000		623,262
Crown Castle Towers LLC5, 6.113%, 1/15/2020		1,045,000		1,209,501
Crown Castle Towers LLC5, 4.883%, 8/15/2020		353,000		391,404
Digicel Ltd. (Jamaica)5, 6.00%, 4/15/2021		885,000		896,063
SBA Tower Trust5, 5.101%, 4/17/2017		575,000		615,507
SBA Tower Trust5, 2.933%, 12/15/2017		1,285,000		1,304,295
UPCB Finance VI Ltd. (Netherlands)5, 6.875%, 1/15/2022		960,000		1,046,400
				9,223,992
Total Telecommunication Services				11,952,233

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

67

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Utilities - 0.1%
Independent Power and Renewable Electricity Producers - 0.1%
Exelon Generation Co. LLC, 5.20%, 10/1/2019		815,000	$	913,308
NRG Energy, Inc.5, 6.25%, 7/15/2022		1,000,000		1,033,750
Total Utilities				1,947,058
Total Non-Convertible Corporate Bonds
(Identified Cost $282,765,240)				293,128,912
TOTAL CORPORATE BONDS
(Identified Cost $283,753,365)				294,169,099
ASSET-BACKED SECURITIES - 0.2%
FDIC Trust, Series 2011-R1, Class A5, 2.672%, 7/25/2026		1,086,198		1,119,093
Ford Credit Auto Owner Trust, Series 2012-D, Class A3, 0.51%, 4/15/2017		990,000		991,305
Hertz Vehicle Financing LLC, Series 2009-2A, Class A25, 5.29%, 3/25/2016		470,000		484,969
Hertz Vehicle Financing LLC, Series 2010-1A, Class A25, 3.74%, 2/25/2017		700,000		733,293
TOTAL ASSET-BACKED SECURITIES (Identified Cost $3,245,359)				3,328,660
COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.8%
Americold LLC Trust, Series 2010-ARTA, Class A15, 3.847%, 1/14/2029		229,157		241,833
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A46, 5.73%, 5/10/2045		3,155,000		3,404,712
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		834,232		902,307
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		2,020,000		2,104,769
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A46, 5.711%, 9/11/2038		605,000		656,417
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		695,000		752,317
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM6, 5.568%, 10/12/2041		1,180,000		1,288,870
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A25, 3.759%, 4/15/2044		420,000		438,567
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A46, 5.228%, 7/15/2044		418,111		437,181
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A15, 3.156%, 7/10/2046		397,968		407,510
Commercial Mortgage Trust, Series 2006-GG7, Class A46, 5.82%, 7/10/2038		600,569		650,658
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A15,6, 2.50%, 5/25/2043		1,365,893		1,249,742
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A15,6, 2.13%, 2/25/2043		1,250,899		1,132,246
DBUBS Mortgage Trust, Series 2011-LC1A, Class A15, 3.742%, 11/10/2046		314,411		328,656
Extended Stay America Trust, Series 2013-ESH7, Class A275, 2.958%, 12/5/2031		1,410,000		1,408,989
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,131,979		1,132,689
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)6, 1.484%, 8/25/2020		10,098,626		712,983
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)6, 1.253%, 4/25/2021		10,315,092		741,841
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)6, 1.571%, 10/25/2021		4,346,167		409,226
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)6, 1.441%, 12/25/2021		7,671,633		659,753
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)6, 1.51%, 6/25/2022		11,944,694		1,157,883
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)6, 0.228%, 4/25/2023		47,566,267		815,714
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)6, 0.125%, 5/25/2023		30,828,894		306,378
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)6, 1.589%, 10/25/2018		6,176,615		385,612
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,325,000		1,322,096
FREMF Mortgage Trust, Series 2011-K701, Class B5,6, 4.286%, 7/25/2048		550,000		581,514
FREMF Mortgage Trust, Series 2011-K702, Class B5,6, 4.77%, 4/25/2044		675,000		726,660

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

68

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)5, 0.10%, 6/25/2046		85,150,316	$	592,061
GS Mortgage Securities Corp. II, Series 2010-C2, Class A15, 3.849%, 12/10/2043		684,438		720,186
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A46, 5.244%, 1/12/2043		1,605,000		1,694,118
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM6, 5.285%, 1/12/2043		385,000		408,243
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A46, 5.237%, 12/15/2044		325,000		342,221
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A46, 5.863%, 4/15/2045		1,460,000		1,585,864
JP Morgan Mortgage Trust, Series 2013-1, Class 1A25,6, 3.00%, 3/25/2043		1,086,266		1,021,684
JP Morgan Mortgage Trust, Series 2013-2, Class A25,6, 3.50%, 5/25/2043		1,269,804		1,260,309
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A5, 3.913%, 6/25/2043		44,987		45,302
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A6, 5.23%, 9/15/2042		300,108		312,265
Morgan Stanley Capital I Trust, Series 2011-C1, Class A25, 3.884%, 9/15/2047		765,000		797,635
Motel 6 Trust, Series 2012-MTL6, Class A25, 1.948%, 10/5/2025		895,000		891,861
OBP Depositor LLC Trust, Series 2010-OBP, Class A5, 4.646%, 7/15/2045		115,000		127,002
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)5,6, 1.451%, 12/15/2028		850,000		850,000
SCG Trust, Series 2013-SRP1, Class AJ5,6, 2.101%, 11/15/2026		2,600,000		2,601,139
Sequoia Mortgage Trust, Series 2013-2, Class A16, 1.874%, 2/25/2043		1,141,768		985,346
Sequoia Mortgage Trust, Series 2013-7, Class A26, 3.00%, 6/25/2043		872,302		820,277
Sequoia Mortgage Trust, Series 2013-8, Class A16, 3.00%, 6/25/2043		1,192,354		1,124,524
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX5, 4.004%, 9/13/2028		350,000		372,154
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A46, 5.239%, 10/15/2044		2,040,787		2,142,046
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM6, 5.33%, 12/15/2044		900,000		954,260
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A36, 6.011%, 6/15/2045		750,000		816,422
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A25, 4.393%, 11/15/2043		600,000		651,526
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A25, 3.791%, 2/15/2044		575,000		600,477
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045		1,465,000		1,476,222
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $48,175,969)				47,550,267
FOREIGN GOVERNMENT BONDS - 1.5%
Bonos de la Tesoreria de la Republicaen pesos (Chile), 6.00%, 1/1/2018	CLP	805,000,000		1,530,469
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2019	BRL	1,000,000		427,303
Brazilian Government Bond (Brazil), 8.875%, 10/14/2019		700,000		911,750
Canada Housing Trust No. 1 (Canada)5, 4.10%, 12/15/2018	CAD	385,000		385,790
Canadian Government Bond (Canada), 1.50%, 9/1/2017	CAD	700,000		642,304
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR	295,000		487,045
Ireland Government Bond (Ireland), 5.40%, 3/13/2025	EUR	300,000		507,532
Italy Buoni Poliennali Del Tesoro (Italy), 2.25%, 5/15/2016	EUR	160,000		228,237
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR	625,000		1,040,771
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR	760,000		1,264,818
Italy Buoni Poliennali Del Tesoro (Italy), 4.50%, 5/1/2023	EUR	630,000		982,024
Italy Buoni Poliennali Del Tesoro (Italy)5, 5.00%, 3/1/2025	EUR	490,000		787,898
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY	100,300,000		986,047
Korea Treasury Bond (South Korea), 4.50%, 3/10/2015	KRW	940,000,000		923,592
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW	460,000,000		444,548
Malaysia Government Bond (Malaysia), 3.434%, 8/15/2014	MYR	1,520,000		466,096
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR	3,275,000		1,024,257
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN	26,069,000		2,118,532
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN	5,945,000		487,543

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

69

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
FOREIGN GOVERNMENT BONDS (continued)
Mexican Government Bond (Mexico), 5.00%, 6/15/2017	MXN	8,000,000	$	622,566
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN	2,400,000		206,633
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN	4,000,000		318,938
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN	6,500,000		512,550
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN	2,500,000		205,820
Portugal Obrigacoes do Tesouro OT (Portugal)5, 4.20%, 10/15/2016	EUR	190,000		281,434
Portugal Obrigacoes do Tesouro OT (Portugal)5, 4.80%, 6/15/2020	EUR	175,000		269,290
Portugal Obrigacoes do Tesouro OT (Portugal)5, 4.95%, 10/25/2023	EUR	185,000		284,860
Russian Foreign Bond—Eurobond (Russia)5, 5.00%, 4/29/2020		900,000		909,000
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD	845,000		708,264
Spain Government Bond (Spain), 3.30%, 7/30/2016	EUR	170,000		248,635
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR	325,000		502,546
Spain Government Bond (Spain), 4.00%, 4/30/2020	EUR	510,000		788,533
Spain Government Bond (Spain)5, 5.40%, 1/31/2023	EUR	755,000		1,255,585
Spain Government Bond (Spain), 4.80%, 1/31/2024	EUR	590,000		943,715
Spain Government Bond (Spain), 4.65%, 7/30/2025	EUR	200,000		315,197
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP	375,000		625,694
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP	475,000		907,070
TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $24,211,697)				25,552,886
MUNICIPAL BONDS - 0.2%
Puerto Rico Sales Tax Financing Corp., Series A, Revenue Bond, 5.50%, 8/1/2022		750,000		691,327
Puerto Rico Sales Tax Financing Corp., Series A, Revenue Bond, 5.50%, 8/1/2023		2,280,000		2,064,084
TOTAL MUNICIPAL BONDS (Identified Cost $2,757,892)				2,755,411
U.S. GOVERNMENT AGENCIES- 9.4%
Mortgage-Backed Securities- 5.0%
Fannie Mae, Pool #621881, 5.50%, 1/1/2017		284		302
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		967,821		1,055,953
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		69,465		75,739
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		90,030		98,454
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		643,806		702,367
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		114,379		124,374
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		1,087,682		1,186,361
Fannie Mae, Pool #990895, 5.50%, 10/1/2023		89,960		98,140
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		68,126		74,337
Fannie Mae, Pool #AO6562, 3.00%, 6/1/2027		357,791		369,610
Fannie Mae, Pool #AP0000, 3.50%, 7/1/2027		817,764		861,651
Fannie Mae, Pool #AP7539, 3.00%, 9/1/2027		2,071,110		2,139,520
Fannie Mae, Pool #AB6580, 3.00%, 10/1/2027		556,161		574,516
Fannie Mae, Pool #AQ4426, 3.00%, 11/1/2027		677,201		699,583
Fannie Mae, Pool #AQ5073, 3.00%, 12/1/2027		199,437		206,195
Fannie Mae, Pool #AQ5190, 3.00%, 12/1/2027		218,301		225,459
Fannie Mae, Pool #AR4926, 3.00%, 1/1/2028		713,565		737,635
Fannie Mae, Pool #AR5885, 3.00%, 1/1/2028		202,723		209,544
Fannie Mae, Pool #AB7722, 3.50%, 1/1/2028		565,795		596,245
Fannie Mae, Pool #AR1092, 3.00%, 2/1/2028		454,156		469,481

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

70

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AR5986, 3.00%, 2/1/2028		207,708	$	214,748
Fannie Mae, Pool #AB8457, 3.50%, 2/1/2028		988,091		1,041,221
Fannie Mae, Pool #AB8601, 3.00%, 3/1/2028		706,908		730,750
Fannie Mae, Pool #AR6001, 3.00%, 3/1/2028		207,604		214,642
Fannie Mae, Pool #AR6002, 3.00%, 3/1/2028		345,398		357,054
Fannie Mae, Pool #AR8950, 3.00%, 3/1/2028		510,161		527,377
Fannie Mae, Pool #AT3152, 3.00%, 4/1/2028		807,743		834,991
Fannie Mae, Pool #MA1405, 3.00%, 4/1/2028		260,027		268,796
Fannie Mae, Pool #MA1423, 3.50%, 4/1/2028		42,256		44,530
Fannie Mae, Pool #AB9483, 2.50%, 5/1/2028		1,271,670		1,280,780
Fannie Mae, Pool #AT8568, 2.50%, 5/1/2028		1,215,214		1,223,919
Fannie Mae, Pool #AT2899, 3.00%, 5/1/2028		398,932		412,387
Fannie Mae, Pool #AT8059, 2.50%, 7/1/2028		785,356		790,982
Fannie Mae, Pool #AU1270, 2.50%, 7/1/2028		428,492		431,561
Fannie Mae, Pool #AU1783, 2.50%, 8/1/2028		465,367		468,701
Fannie Mae, Pool #AS0945, 2.50%, 11/1/2028		607,600		612,040
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		1,994,724		2,157,903
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034		937,624		1,014,321
Fannie Mae, Pool #888021, 6.00%, 12/1/2036		158,947		178,131
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		399,612		441,498
Fannie Mae, Pool #995050, 6.00%, 9/1/2037		437,565		490,360
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		1,445,130		1,621,588
Fannie Mae, Pool #933731, 5.50%, 4/1/2038		1,683,825		1,861,561
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		904,075		1,010,555
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		1,844,143		2,035,311
Fannie Mae, Pool #889579, 6.00%, 5/1/2038		921,823		1,030,767
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		50,259		56,351
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038		701,970		782,203
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		2,995,126		3,350,018
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		81,641		91,439
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		1,900,294		2,097,940
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		1,310,876		1,408,203
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		290,460		320,846
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		1,877,200		2,017,200
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		1,743,308		1,943,718
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		1,624,922		1,811,123
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		2,199,087		2,453,131
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		1,274,385		1,427,894
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		3,092,788		3,458,303
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,148,100		1,233,727
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		486,854		523,340
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		363,198		390,352
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,167,765		1,258,635
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		287,444		308,707
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		911,536		892,773
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		211,841		207,479
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		489,281		478,921
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		445,353		434,433
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		371,184		397,581
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		110,830		121,778

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

71

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4			VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		81,919		$	90,024
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		61,719			67,583
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		110,647			121,501
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		45,279			49,383
Freddie Mac, Pool #E09019, 3.00%, 12/1/2027		496,544			511,916
Freddie Mac, Pool #E09022, 3.00%, 1/1/2028		254,282			262,181
Freddie Mac, Pool #J22551, 3.00%, 1/1/2028		503,950			519,551
Freddie Mac, Pool #J22427, 3.00%, 2/1/2028		394,177			406,500
Freddie Mac, Pool #G14708, 3.50%, 2/1/2028		607,494			638,208
Freddie Mac, Pool #J23444, 3.00%, 4/1/2028		246,933			254,725
Freddie Mac, Pool #C91754, 4.50%, 2/1/2034		1,205,187			1,308,696
Freddie Mac, Pool #C91754, 4.50%, 4/1/2034		1,496,876			1,625,486
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		170,662			189,828
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		383,970			422,324
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		494,715			550,773
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		1,185,416			1,304,125
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		712,703			783,911
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		798,235			877,968
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038		2,534,228			2,791,173
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		1,757,798			1,933,396
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		2,557,277			2,812,793
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		677,565			745,280
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		874,491			961,995
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		1,779,367			1,912,856
Freddie Mac, Pool #A89760, 4.50%, 12/1/2039		299,849			322,375
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		406,664			447,456
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		246,403			271,130
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		668,007			742,537
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		409,297			455,752
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		923,102			861,103
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		1,144,808			1,067,873
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		478,917			468,626
Total Mortgage-Backed Securities (Identified Cost $84,110,330)					85,047,063
Other Agencies - 4.4%
Freddie Mac, 1.75%, 5/30/2019		30,000,000			29,945,280
Freddie Mac, 1.25%, 10/2/2019		15,000,000			14,462,985
Freddie Mac, 1.375%, 5/1/2020		31,300,000			30,071,851
Total Other Agencies (Identified Cost $74,770,651)					74,480,116
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $158,880,981)					159,527,179
SHORT-TERM INVESTMENT- 1.7%
Dreyfus Cash Management, Inc. - Institutional Shares8, 0.03%,
(Identified Cost $28,619,870)		28,619,870	��		28,619,870
TOTAL INVESTMENTS - 98.3%
(Identified Cost $1,456,637,990)					1,661,985,868
OTHER ASSETS, LESS LIABILITIES - 1.7%					28,235,610
NET ASSETS - 100%				$	1,690,221,478

ADR - American Depositary Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

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

72

Investment Portfolio - April 30, 2014

(unaudited)

CLP - Chilean Peso

EUR - Euro

GBP - British Pound

IO - Interest only

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.

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 April 30, 2014; 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 $96,615,064 or 5.7%, of the Series’ net assets as of April 30, 2014 (see Note 2 to the financial statements).

⁶The coupon rate is floating and is the effective rate as of April 30, 2014.

⁷Represents a Payment-In-Kind bond.

⁸Rate shown is the current yield as of April 30, 2014.

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.

73

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

April 30, 2014 (unaudited)

ASSETS:
Investments, at value (identified cost $1,456,637,990) (Note 2)	$	1,661,985,868
Foreign currency (identified cost $8,733)		8,769
Receivable for securities sold		24,535,748
Receivable for fund shares sold		6,013,455
Interest receivable		5,372,053
Dividends receivable		700,091
Foreign tax reclaims receivable		479,644
Prepaid and other expenses		17,750
TOTAL ASSETS		1,699,113,378
LIABILITIES:
Due to custodian		39,329
Accrued foreign capital gains tax (Note 2)		265
Accrued management fees (Note 3)		1,026,877
Accrued shareholder services fees (Class S) (Note 3)		173,569
Accrued distribution and services (Rule 12b-1) fees (Class C) (Class R) (Note 3)		148,235
Accrued fund accounting and administration fees (Note 3)		70,416
Accrued transfer agent fees (Note 3)		28,619
Payable for securities purchased		4,919,599
Payable for fund shares repurchased		2,358,595
Other payables and accrued expenses		126,396
TOTAL LIABILITIES		8,891,900
TOTAL NET ASSETS	$	1,690,221,478
NET ASSETS CONSIST OF:
Capital stock	$	1,201,951
Additional paid-in-capital		1,409,782,054
Undistributed net investment income		5,716,960
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		68,155,472
Net unrealized appreciation on investments, (net of foreign capital gains tax of $265), foreign currency and translation of other assets and liabilities		205,365,041
TOTAL NET ASSETS	$	1,690,221,478

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

74

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

April 30, 2014 (unaudited)

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($853,091,276/ 47,045,042 shares)	$	18.13
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($621,264,842/ 55,272,750 shares)	$	11.24
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($151,952,920/ 12,781,521 shares)	$	11.89
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($63,912,440/ 5,095,739 shares)	$	12.54

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

75

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

For the Six Months Ended April 30, 2014 (unaudited)

INVESTMENT INCOME:
Interest	$	9,342,437
Dividends (net of foreign taxes withheld, $296,739)		7,649,468
Total Investment Income		16,991,905
EXPENSES:
Management fees (Note 3)		5,955,649
Shareholder services fees (Class S) (Note 3)		1,036,873
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		677,526
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		149,927
Fund accounting and administration fees (Note 3)		139,290
Transfer agent fees (Note 3)		103,541
Directors’ fees (Note 3)		15,901
Chief Compliance Officer service fees (Note 3)		1,212
Custodian fees		67,326
Miscellaneous		141,336
Total Expenses		8,288,581
NET INVESTMENT INCOME		8,703,324
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		69,097,503
Foreign currency and translation of other assets and liabilities		(13,367	)
		69,084,136
Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $15)		14,421,133
Foreign currency and translation of other assets and liabilities		(811	)
		14,420,322
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		83,504,458
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	92,207,782

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

76

Statements of Changes in Net Assets - Pro-Blend^® Extended Term Series

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	8,703,324		$	14,935,581
Net realized gain (loss) on investments and foreign currency		69,084,136			98,095,333
Net change in unrealized appreciation (depreciation) on investments and foreign currency		14,420,322			117,871,661
Net increase from operations		92,207,782			230,902,575
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(3,136,895	)		(6,514,289	)
From net investment income (Class I)		(4,484,343	)		(7,101,607	)
From net investment income (Class C)		(325,236	)		(592,034	)
From net investment income (Class R)		(274,087	)		(435,307	)
From net realized gain on investments (Class S)		(40,979,535	)		(24,653,573	)
From net realized gain on investments (Class I)		(43,001,989	)		(18,872,811	)
From net realized gain on investments (Class C)		(9,490,929	)		(3,954,106	)
From net realized gain on investments (Class R)		(4,110,857	)		(1,729,274	)
Total distributions to shareholders		(105,803,871	)		(63,853,001	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		152,372,291			38,586,025
Net increase in net assets		138,776,202			205,635,599
NET ASSETS:
Beginning of period		1,551,445,276			1,345,809,677
End of period (including undistributed net investment income of $5,716,960 and $5,234,197, respectively)	$	1,690,221,478		$	1,551,445,276

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

77

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	18.10		$	16.01		$	15.46		$	15.16		$	13.32		$	11.75
Income from investment operations:
Net investment income1		0.10			0.17			0.19			0.23			0.22			0.17
Net realized and unrealized gain on investments		0.90			2.56			1.01			0.26			1.78			1.60
Total from investment operations		1.00			2.73			1.20			0.49			2.00			1.77
Less distributions to shareholders:
From net investment income		(0.07	)		(0.14	)		(0.19	)		(0.19	)		(0.16	)		(0.20	)
From net realized gain on investments		(0.90	)		(0.50	)		(0.46	)		—			—			—
Total distributions to shareholders		(0.97	)		(0.64	)		(0.65	)		(0.19	)		(0.16	)		(0.20	)
Net asset value - End of period	$	18.13		$	18.10		$	16.01		$	15.46		$	15.16		$	13.32
Net assets - End of period (000’s omitted)	$	853,091		$	820,370		$	792,804		$	716,536		$	676,524		$	511,700
Total return2		5.87	%		17.56	%		8.26	%		3.26	%		15.17	%		15.47	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.06	%3		1.06	%		1.07	%		1.08	%		1.07	%		1.10	%
Net investment income		1.08	%3		1.03	%		1.20	%		1.49	%		1.52	%		1.48	%
Series portfolio turnover		33	%		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			N/A			0.00	%4		0.01	%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.

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

78

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	11.60		$	10.50		$	10.38		$	10.26		$	9.08		$	8.10
Income from investment operations:
Net investment income1		0.07			0.14			0.15			0.18			0.17			0.13
Net realized and unrealized gain on investments		0.56			1.64			0.66			0.17			1.22			1.10
Total from investment operations		0.63			1.78			0.81			0.35			1.39			1.23
Less distributions to shareholders:
From net investment income		(0.09	)		(0.18	)		(0.23	)		(0.23	)		(0.21	)		(0.25	)
From net realized gain on investments		(0.90	)		(0.50	)		(0.46	)		—			—			—
Total distributions to shareholders		(0.99	)		(0.68	)		(0.69	)		(0.23	)		(0.21	)		(0.25	)
Net asset value - End of period	$	11.24		$	11.60		$	10.50		$	10.38		$	10.26		$	9.08
Net assets - End of period (000’s omitted)	$	621,265		$	547,522		$	429,157		$	321,632		$	278,210		$	98,015
Total return2		6.03	%		17.80	%		8.60	%		3.43	%		15.39	%		15.82	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.81	%3		0.81	%		0.82	%		0.83	%		0.83	%		0.85	%
Net investment income		1.33	%3		1.27	%		1.45	%		1.74	%		1.76	%		1.59	%
Series portfolio turnover		33	%		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			N/A			0.00	%4		0.00	%4

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.

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

79

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED									FOR THE  PERIOD 1/4/101TO
	(UNAUDITED)			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.21		$	11.02		$	10.86		$	10.74		$	10.00
Income from investment operations:
Net investment income2		0.02			0.03			0.05			0.08			0.06
Net realized and unrealized gain on investments		0.59			1.73			0.70			0.19			0.73
Total from investment operations		0.61			1.76			0.75			0.27			0.79
Less distributions to shareholders:
From net investment income		(0.03	)		(0.07	)		(0.13	)		(0.15	)		(0.05	)
From net realized gain on investments		(0.90	)		(0.50	)		(0.46	)		—			—
Total distributions to shareholders		(0.93	)		(0.57	)		(0.59	)		(0.15	)		(0.05	)
Net asset value - End of period	$	11.89		$	12.21		$	11.02		$	10.86		$	10.74
Net assets - End of period (000’s omitted)	$	151,953		$	124,854		$	85,588		$	68,436		$	29,468
Total return3		5.48	%		16.65	%		7.51	%		2.49	%		7.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.81	%4		1.81	%		1.82	%		1.83	%		1.83	%4
Net investment income		0.33	%4		0.27	%		0.44	%		0.71	%		0.75	%4
Series portfolio turnover		33	%		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			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.

80

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED									FOR THE  PERIOD 6/30/101 TO
	(UNAUDITED)			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.83		$	11.54		$	11.36		$	11.22		$	10.00
Income from investment operations:
Net investment income2		0.05			0.09			0.10			0.11			0.02
Net realized and unrealized gain on investments		0.62			1.82			0.74			0.23			1.20
Total from investment operations		0.67			1.91			0.84			0.34			1.22
Less distributions to shareholders:
From net investment income		(0.06	)		(0.12	)		(0.20	)		(0.20	)		—
From net realized gain on investments		(0.90	)		(0.50	)		(0.46	)		—			—
Total distributions to shareholders		(0.96	)		(0.62	)		(0.66	)		(0.20	)		—
Net asset value - End of period	$	12.54		$	12.83		$	11.54		$	11.36		$	11.22
Net assets - End of period (000’s omitted)	$	63,912		$	58,700		$	38,261		$	8,281		$	112
Total return3		5.70	%		17.28	%		8.03	%		3.04	%		12.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.31	%4		1.31	%		1.33	%		1.33	%		1.33	%4
Net investment income		0.83	%4		0.77	%		0.90	%		0.97	%		0.43	%4
Series portfolio turnover		33	%		64	%		58	%		65	%		62	%

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.

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

81

Shareholder Expense Example - Pro-Blend^® Maximum Term Series

(unaudited)

As a shareholder of the Series, you may incur two types of costs: (1) transaction costs 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 in each class at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).

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              11/1/13	ENDING ACCOUNT VALUE              4/30/14	EXPENSES PAID DURING PERIOD              11/1/13-4/30/13*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,071.30	$5.50	1.07%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.49	$5.36	1.07%
Class I
Actual	$1,000.00	$1,073.50	$4.22	0.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.73	$4.11	0.82%
Class C
Actual	$1,000.00	$1,067.80	$9.33	1.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.77	$9.10	1.82%
Class R
Actual	$1,000.00	$1,070.40	$6.78	1.32%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.25	$6.61	1.32%

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

82

Portfolio Composition - Pro-Blend^® Maximum Term Series

As of April 30, 2014 (unaudited)

Sector Allocation2
Consumer Discretionary	16.3%
Consumer Staples	15.0%
Information Technology	14.4%
Energy	12.9%
Health Care	11.9%
Financials	8.1%
Industrials	7.6%
Materials	5.9%
Telecommunication Services	0.5%
Utilities	0.0%3
2 Including common stocks and corporate bonds, as a percentage of total investments. 3 Less than 0.01%.

Top Ten Stock Holdings4
Hess Corp.	2.4%
EMC Corp.	2.2%
Alcoa, Inc.	1.8%
Cameron International Corp.	1.8%
Unilever plc - ADR (United Kingdom)	1.7%
Nestle S.A. (Switzerland)	1.7%
Schlumberger Ltd.	1.6%
Cerner Corp.	1.5%
Baker Hughes, Inc.	1.4%
eBay, Inc.	1.4%
4 As a percentage of total investments.

83

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 86.3%
Consumer Discretionary - 15.7%
Auto Components - 0.1%
F.C.C. Co. Ltd. (Japan)1		7,700	$	131,621
Hankook Tire Co. Ltd. (South Korea)1		12,429		721,104
Mando Corp. (South Korea)1		1,400		168,417
Musashi Seimitsu Industry Co. Ltd. (Japan)1		8,100		178,742
Nissin Kogyo Co. Ltd. (Japan)1		11,000		203,027
				1,402,911
Automobiles - 0.0%##
Hyundai Motor Co. (South Korea)1		1,000		222,967
Toyota Motor Corp. (Japan)1		4,300		232,321
				455,288
Diversified Consumer Services - 0.7%
Anhanguera Educacional Participacoes S.A. (Brazil)		72,360		447,839
Apollo Education Group, Inc.*		252,280		7,280,801
				7,728,640
Hotels, Restaurants & Leisure - 1.4%
Arcos Dorados Holdings, Inc., - Class A (Argentina)		9,440		85,998
Hyatt Hotels Corp. - Class A*		4,050		227,934
InterContinental Hotels Group plc
(United Kingdom)1		6,098		208,407
Orient-Express Hotels Ltd. - ADR - Class A*		12,020		157,462
Royal Caribbean Cruises Ltd.		13,400		711,942
Whistler Blackcomb Holdings, Inc. (Canada)		8,110		121,348
Whitbread plc (United Kingdom)1		9,940		685,618
Yum! Brands, Inc.		175,550		13,515,595
				15,714,304
Household Durables - 1.2%
DR Horton, Inc.		203,460		4,533,089
Lennar Corp. - Class A		96,200		3,712,358
LG Electronics, Inc. (South Korea)1		4,820		321,041
LGI Homes, Inc.*		3,620		53,286
Nikon Corp. (Japan)1		9,900		155,217
PulteGroup, Inc.		17,880		328,813
Toll Brothers, Inc.*		111,550		3,819,472
WCI Communities, Inc.*		3,200		61,344
				12,984,620
Internet & Catalog Retail - 2.1%
Amazon.com, Inc.*		30,620		9,312,461
Expedia, Inc.		9,090		645,299
Groupon, Inc.*		112,550		786,725
HomeAway, Inc.*		111,710		3,643,980
Ocado Group plc (United Kingdom)*1		10,310		58,688
Shutterfly, Inc.*		194,820		7,973,983
TripAdvisor, Inc.*		14,290		1,153,775
				23,574,911
Media - 8.6%
AMC Networks, Inc. - Class A*		126,780		8,325,643
British Sky Broadcasting Group plc (United Kingdom)1		27,060		402,053
DIRECTV*		200,890		15,589,064
Liberty Global plc - ADR (United Kingdom)		132,640		5,281,725
Liberty Global plc - Class C - ADR (United Kingdom)		136,120		5,231,092
Mediaset Espana Comunicacion S.A. (Spain)*1		28,270		313,698
Morningstar, Inc.		9,970		731,100
Nexstar Broadcasting Group, Inc. - Class A		54,170		2,158,675
ProSiebenSat.1 Media AG (Germany)1		1,590		69,591
Reed Elsevier plc - ADR (United Kingdom)		5,125		303,093
Sinclair Broadcast Group, Inc. - Class A		230,760		6,168,215
Societe Television Francaise 1 (France)1		11,160		190,032
Starz - Class A*		355,270		11,464,563
Time Warner, Inc.		195,630		13,001,570
Tribune Co.*		52,770		4,102,867
Twenty-First Century Fox, Inc. - Class A		442,480		14,168,210
Viacom, Inc. - Class B		113,030		9,605,289
ZON OPTIMUS SGPS S.A. (Portugal)1		60,650		438,764
				97,545,244
Multiline Retail - 0.0%##
Marks & Spencer Group plc (United Kingdom)1		18,610		139,134
Specialty Retail - 0.4%
American Eagle Outfitters, Inc.		76,160		880,410
Belle International Holdings Ltd. (Hong Kong)1		291,900		303,524
China ZhengTong Auto Services Holdings Ltd. (China)*1		157,000		85,785
Dick’s Sporting Goods, Inc.		21,980		1,157,467
Groupe Fnac S.A. (France)*1		246		11,756
Hennes & Mauritz AB - Class B (Sweden)1		6,720		275,069
Kingfisher plc (United Kingdom)1		200,860		1,421,356
Komeri Co. Ltd. (Japan)1		8,100		219,334

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

84

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Specialty Retail (continued)
SA SA International Holdings Ltd. (Hong Kong)1		316,000	$	265,515
				4,620,216
Textiles, Apparel & Luxury Goods - 1.2%
adidas AG (Germany)1		4,050		432,951
Daphne International Holdings Ltd. (China)1		252,000		101,174
Gildan Activewear, Inc. (Canada)		21,830		1,116,605
Hugo Boss AG (Germany)1		2,140		297,305
Kering (France)1		1,965		434,601
Lululemon Athletica, Inc.*		232,590		10,682,859
				13,065,495
Total Consumer Discretionary				177,230,763
Consumer Staples - 14.8%
Beverages - 5.4%
AMBEV S.A. - ADR (Brazil)*		2,013,080		14,594,830
Anheuser - Busch InBev N.V. (Belgium)1		140,800		15,346,593
Carlsberg A/S - Class B (Denmark)1		4,950		495,160
Cia Cervecerias Unidas S.A. - ADR (Chile)		8,575		202,113
The Coca-Cola Co.		377,270		15,388,843
Diageo plc (United Kingdom)1		24,560		752,510
Monster Beverage Corp.*		9,070		607,327
SABMiller plc (United Kingdom)1		235,700		12,834,033
Treasury Wine Estates Ltd. (Australia)1		244,710		871,491
Tsingtao Brewery Co. Ltd. - Class H (China)1		70,000		511,125
				61,604,025
Food & Staples Retailing - 1.0%
Carrefour S.A. (France)1		25,708		1,002,124
Casino Guichard-Perrachon S.A. (France)1		2,880		366,979
Dairy Farm International Holdings Ltd. (Hong Kong)1		35,100		358,371
Distribuidora Internacional de Alimentacion S.A. (Spain)1		62,700		560,880
Raia Drogasil S.A. (Brazil)		14,500		124,337
Tesco plc (United Kingdom)1		1,603,170		7,941,951
Wal-Mart de Mexico S.A.B. de C.V. - Class V (Mexico)		143,500		363,062
Whole Foods Market, Inc.		4,060		201,782
				10,919,486
Food Products - 6.1%
Annie’s, Inc.*		21,560		700,916
Barry Callebaut AG (Switzerland)1		390		530,029
Charoen Pokphand Foods PCL (Thailand)1		507,010		423,992
Danone (France)1		103,500		7,642,335
Dean Foods Co.		36,930		584,971
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		128,690		354,905
Ingredion, Inc.		134,330		9,463,549
Keurig Green Mountain, Inc.		8,910		834,689
M Dias Branco S.A. (Brazil)		4,800		206,660
Mead Johnson Nutrition Co.		112,340		9,915,128
Nestle S.A. (Switzerland)1		242,280		18,724,437
Unilever plc - ADR (United Kingdom)		431,720		19,315,153
				68,696,764
Household Products - 1.3%
Energizer Holdings, Inc.		127,950		14,290,735
Reckitt Benckiser Group plc (United Kingdom)1		7,200		581,224
				14,871,959
Personal Products - 0.0%##
Natura Cosmeticos S.A. (Brazil)		7,570		130,368
Tobacco - 1.0%
Gudang Garam Tbk PT (Indonesia)1		34,500		169,024
Imperial Tobacco Group plc (United Kingdom)1		250,610		10,829,912
Swedish Match AB (Sweden)1		11,100		380,806
				11,379,742
Total Consumer Staples				167,602,344
Energy - 12.1%
Energy Equipment & Services - 6.1%
Anton Oilfield Services Group (China)1		66,000		43,830
Baker Hughes, Inc.		231,390		16,174,161
Cameron International Corp.*		310,780		20,188,269
CGG S.A. (France)*1		9,572		165,613
Eurasia Drilling Co. Ltd. - GDR (Russia)1		9,740		240,091
Fugro N.V. (Netherlands)1		1,600		106,023
Petroleum Geo - Services ASA (Norway)1		7,380		89,104
Saipem S.p.A. (Italy)1		15,450		414,414
Schlumberger Ltd.		172,730		17,540,732
SPT Energy Group, Inc. (China)1		92,000		50,068
Trican Well Service Ltd. (Canada)		24,200		346,645
Weatherford International Ltd. - ADR*		656,920		13,795,320
				69,154,270
Oil, Gas & Consumable Fuels - 6.0%
Apache Corp.		163,690		14,208,292
Cameco Corp. (Canada)		84,310		1,794,960

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

85

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Cloud Peak Energy, Inc.*		56,480	$	1,112,091
Encana Corp. (Canada)		278,150		6,455,861
EOG Resources, Inc.		37,420		3,667,160
Hess Corp.		301,580		26,888,873
Koninklijke Vopak N.V. (Netherlands)1		3,260		162,547
Pacific Rubiales Energy Corp. (Colombia)		20,850		340,319
Peabody Energy Corp.		473,920		9,009,219
Range Resources Corp.		31,400		2,840,130
Royal Dutch Shell plc - Class B (Netherlands)1		7,474		317,352
Royal Dutch Shell plc - Class B - ADR (Netherlands)		7,420		628,103
Statoil ASA (Norway)1		11,920		363,386
Talisman Energy, Inc. (Canada)		40,030		413,795
Whitehaven Coal Ltd. (Australia)*1		32,000		43,606
				68,245,694
Total Energy				137,399,964
Financials - 5.0%
Banks - 0.4%
Hong Leong Financial Group Berhad (Malaysia)1		105,620		495,497
HSBC Holdings plc (United Kingdom)1		32,180		328,801
ICICI Bank Ltd. - ADR (India)		6,670		284,609
KeyCorp.		54,670		745,699
Popular, Inc.*		37,690		1,164,621
Shinhan Financial Group Co. Ltd. (South Korea)1		7,820		341,331
Sumitomo Mitsui Trust Holdings, Inc. (Japan)1		92,000		379,104
Synovus Financial Corp.		204,430		656,220
				4,395,882
Capital Markets - 0.1%
CETIP S.A. - Mercados Organizados (Brazil)		8,610		109,162
Daiwa Securities Group, Inc. (Japan)1		38,000		284,941
Legg Mason, Inc.		24,320		1,140,365
				1,534,468
Diversified Financial Services - 1.4%
Berkshire Hathaway, Inc. - Class B*		980		126,273
JSE Ltd. (South Africa)1		35,430		324,984
McGraw Hill Financial, Inc.		97,440		7,203,739
MSCI, Inc.*		209,560		8,495,562
				16,150,558
Insurance - 0.4%
Admiral Group plc (United Kingdom)1		8,330		196,717
Allianz SE (Germany)1		7,740		1,346,989
AXA S.A. (France)1		9,215		240,474
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		30,400		136,065
Mapfre S.A. (Spain)1		226,030		953,281
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,663		846,734
Zurich Insurance Group AG (Switzerland)1		1,410		404,330
				4,124,590
Real Estate Investment Trusts (REITS) - 1.9%
Agree Realty Corp.		7,700		229,999
Alexandria Real Estate Equities, Inc.		3,800		280,516
Alstria Office REIT AG (Germany)1		41,540		573,134
American Campus Communities, Inc.		7,200		275,040
Apartment Investment & Management Co. - Class A		14,700		453,201
Associated Estates Realty Corp.		15,610		261,936
AvalonBay Communities, Inc.		1,710		233,501
BioMed Realty Trust, Inc.		34,100		712,690
Boston Properties, Inc.		3,220		377,191
Camden Property Trust		3,500		239,715
CBL & Associates Properties, Inc.		83,100		1,509,927
Chesapeake Lodging Trust		9,890		266,931
CoreSite Realty Corp.		8,370		254,615
Corporate Office Properties Trust		20,750		555,063
Crown Castle International Corp.		1,770		128,732
CubeSmart		12,470		231,942
Education Realty Trust, Inc.		19,080		194,616
Equity Lifestyle Properties, Inc.		7,640		319,887
Equity Residential		3,720		221,117
Essex Property Trust, Inc.		1,240		214,843
General Growth Properties, Inc.		14,200		326,174
Glimcher Realty Trust		14,660		149,385
HCP, Inc.		7,450		311,857
Health Care REIT, Inc.		6,930		437,214
Healthcare Trust of America, Inc.*		19,330		225,968
Home Properties, Inc.		7,540		464,464
Host Hotels & Resorts, Inc.		19,393		415,980
Kimco Realty Corp.		14,610		334,861
Kite Realty Group Trust		19,700		122,140
Lexington Realty Trust		22,520		242,315
Mack-Cali Realty Corp.		11,140		226,922
Mid-America Apartment Communities, Inc.		3,100		215,915
Pebblebrook Hotel Trust		12,950		445,998
Plum Creek Timber Co., Inc.		5,090		221,924
Potlatch Corp.		2,220		84,871

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

86

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Public Storage		1,570	$	275,551
Rayonier, Inc.		2,730		123,123
Retail Properties of America, Inc. - Class A		9,470		135,610
Simon Property Group, Inc.		3,890		673,748
Sovran Self Storage, Inc.		6,630		503,217
Spirit Realty Capital, Inc.		11,560		124,501
UDR, Inc.		14,710		380,401
Westfield Group (Australia)1		26,000		265,310
Weyerhaeuser Co.		256,680		7,661,898
				21,903,943
Real Estate Management & Development - 0.7%
Forest City Enterprises, Inc. - Class A*		6,840		129,344
General Shopping Brasil S.A. (Brazil)*		51,120		158,421
Realogy Holdings Corp.*		175,190		7,366,739
				7,654,504
Thrifts & Mortgage Finance - 0.1%
Aareal Bank AG (Germany)*1		9,707		441,228
Total Financials				56,205,173
Health Care - 11.6%
Biotechnology - 0.2%
BioMarin Pharmaceutical, Inc.*		10,970		638,783
Green Cross Corp. (South Korea)1		4,349		537,498
Seattle Genetics, Inc.*		17,200		661,856
				1,838,137
Health Care Equipment & Supplies - 3.3%
Alere, Inc.*		399,540		13,344,636
Becton, Dickinson and Co.		96,615		10,920,394
BioMerieux (France)1		9,870		1,077,785
Carl Zeiss Meditec AG (Germany)1		10,360		315,425
The Cooper Companies, Inc.		6,180		815,204
HeartWare International, Inc.*		16,590		1,409,486
Neogen Corp.*		10,515		439,264
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		1,125,800		1,140,648
Sonova Holding AG (Switzerland)1		770		111,238
Straumann Holding AG (Switzerland)1		1,250		277,389
Thoratec Corp.*		36,940		1,210,893
Volcano Corp.*		366,190		6,430,296
				37,492,658
Health Care Providers & Services - 3.3%
Bio-Reference Laboratories, Inc.*		29,420		747,268
Brookdale Senior Living, Inc.*		3,910		124,495
Catamaran Corp.*		183,800		6,938,450
DaVita Healthcare Partners, Inc.*		154,980		10,740,114
Express Scripts Holding Co.*		104,750		6,974,255
Fresenius Medical Care AG & Co. KGaA (Germany)1		69,840		4,811,803
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		9,300		319,455
HCA Holdings, Inc.*		63,270		3,290,040
Life Healthcare Group Holdings Ltd. (South Africa)1		143,840		571,987
Odontoprev S.A. (Brazil)		64,770		261,433
Qualicorp S.A. (Brazil)*		8,180		80,342
Quest Diagnostics, Inc.		13,230		739,954
Sonic Healthcare Ltd. (Australia)1		7,560		124,703
Tenet Healthcare Corp.*		15,530		700,092
Universal Health Services, Inc. - Class B		8,700		711,573
				37,135,964
Health Care Technology - 1.4%
Cerner Corp.*		320,060		16,419,078
Life Sciences Tools & Services - 0.9%
Gerresheimer AG (Germany)1		2,810		190,762
QIAGEN N.V.*1		9,840		216,024
QIAGEN N.V. - ADR*		442,670		9,694,473
				10,101,259
Pharmaceuticals - 2.5%
AstraZeneca plc (United Kingdom)1		2,175		171,682
AstraZeneca plc - ADR (United Kingdom)		12,710		1,004,725
Bayer AG (Germany)1		11,706		1,627,620
GlaxoSmithKline plc (United Kingdom)1		10,705		295,784
Johnson & Johnson		156,460		15,847,833
Novo Nordisk A/S - Class B (Denmark)1		3,960		179,729
Sanofi (France)1		2,240		241,740
Sanofi - ADR (France)		148,460		7,987,148
Shire plc (Ireland)1		16,590		948,810
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		6,650		324,919
				28,629,990
Total Health Care				131,617,086
Industrials - 7.1%
Air Freight & Logistics - 0.9%
C.H. Robinson Worldwide, Inc.		184,030		10,839,367
Airlines - 0.3%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)*		370,410		2,407,665

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

87

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Airlines (continued)
Latam Airlines Group S.A. - ADR (Chile)		86,529	$	1,326,490
				3,734,155
Building Products - 0.1%
Allegion plc - ADR		13,850		683,497
Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)1		13,860		369,912
MiX Telematics Ltd. - ADR (South Africa)*		9,380		98,490
Tomra Systems ASA (Norway)1		47,870		444,933
				913,335
Electrical Equipment - 0.1%
Alstom S.A. (France)1		14,500		599,197
Nexans S.A. (France)1		2,926		164,738
Polypore International, Inc.*		3,570		123,808
Schneider Electric S.A. (France)1		5,000		469,354
				1,357,097
Industrial Conglomerates - 1.1%
General Electric Co.		398,700		10,721,043
Siemens AG (Germany)1		10,500		1,385,161
				12,106,204
Machinery - 2.4%
AGCO Corp.		4,010		223,357
Andritz AG (Austria)1		5,600		347,867
Briggs & Stratton Corp.		49,760		1,063,371
Caterpillar, Inc.		58,180		6,132,172
Deere & Co.		2,000		186,680
FANUC Corp. (Japan)1		1,600		288,697
Joy Global, Inc.		179,430		10,833,983
Kennametal, Inc.		2,050		95,797
KUKA AG (Germany)1		2,580		132,273
Pentair Ltd. - ADR		5,510		409,338
SKF AB - Class B (Sweden)1		5,280		137,112
Terex Corp.		25,180		1,090,042
Westport Innovations, Inc. - ADR (Canada)*		134,790		1,768,445
Xylem, Inc.		126,890		4,769,795
				27,478,929
Marine - 0.0%##
Pacific Basin Shipping Ltd. (Hong Kong)1		36,000		21,008
Sinotrans Shipping Ltd. (China)1		649,400		187,878
				208,886
Professional Services - 0.8%
Equifax, Inc.		114,960		8,140,318
Experian plc (United Kingdom)1		22,420		431,067
SGS S.A. (Switzerland)1		110		274,791
				8,846,176
Road & Rail - 0.2%
Heartland Express, Inc.		34,070		741,363
Hertz Global Holdings, Inc.*		53,460		1,522,006
				2,263,369
Trading Companies & Distributors - 1.1%
Brenntag AG (Germany)1		2,940		532,582
Fastenal Co.		228,700		11,453,296
				11,985,878
Total Industrials				80,416,893
Information Technology - 14.2%
Communications Equipment - 2.6%
Alcatel-Lucent - ADR (France)		201,650		786,435
ARRIS Group, Inc.*		24,000		626,160
Juniper Networks, Inc.*		400,560		9,889,826
Palo Alto Networks, Inc.*		70,550		4,485,569
Polycom, Inc.*		97,060		1,193,838
Qualcomm, Inc.		149,510		11,767,932
Riverbed Technology, Inc.*		34,380		668,691
				29,418,451
Electronic Equipment, Instruments & Components - 0.5%
FLIR Systems, Inc.		108,250		3,684,830
Hitachi Ltd. (Japan)1		164,000		1,169,146
Keyence Corp. (Japan)1		1,146		442,083
				5,296,059
Internet Software & Services - 3.0%
Angie’s List, Inc.*		45,870		518,790
eBay, Inc.*		305,940		15,856,870
Facebook, Inc. - Class A*		68,480		4,093,734
Google, Inc. - Class A*		9,630		5,150,894
Google, Inc. - Class C*		9,630		5,071,736
MercadoLibre, Inc. (Argentina)		7,000		652,890
NetEase, Inc. - ADR (China)		4,620		314,576
Qihoo 360 Technology Co. Ltd. - ADR (China)*		1,500		126,570
Tencent Holdings Ltd. (China)1		6,000		377,760
Trulia, Inc.*		15,540		528,360
Zillow, Inc. - Class A*		9,010		979,387
				33,671,567

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

88

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services - 2.3%
Amdocs Ltd. - ADR		108,270	$	5,037,803
EVERTEC, Inc.		53,542		1,260,379
InterXion Holding N.V. - ADR (Netherlands)*		3,420		88,407
MasterCard, Inc. - Class A		78,600		5,781,030
VeriFone Systems, Inc.*		253,470		8,476,037
Visa, Inc. - Class A		27,900		5,652,819
				26,296,475
Semiconductors & Semiconductor Equipment - 0.1%
Samsung Electronics Co. Ltd. (South
Korea)1		660		860,614
Tokyo Electron Ltd. (Japan)1		9,300		528,945
				1,389,559
Software - 2.3%
Aspen Technology, Inc.*		1,510		64,915
Aveva Group plc (United Kingdom)1		7,831		279,213
Check Point Software Technologies Ltd. (Israel)*		460		29,468
Electronic Arts, Inc.*		268,880		7,609,304
Fortinet, Inc.*		559,360		12,294,733
Imperva, Inc.*		1,160		26,541
Nuance Communications, Inc.*		233,690		3,760,072
SAP AG (Germany)1		13,420		1,084,698
Temenos Group AG (Switzerland)1		14,500		519,898
Totvs S.A. (Brazil)		23,710		389,079
				26,057,921
Technology Hardware, Storage & Peripherals - 3.4%
Apple, Inc.		22,648		13,364,358
Canon, Inc. (Japan)1		4,500		141,007
EMC Corp.		941,140		24,281,412
Stratasys Ltd.*		1,140		110,432
				37,897,209
Total Information Technology				160,027,241
Materials - 5.6%
Chemicals - 3.5%
Akzo Nobel N.V. (Netherlands)1		1,050		80,915
BASF SE (Germany)1		4,330		502,304
Linde AG (Germany)1		5,330		1,106,959
Monsanto Co.		126,100		13,959,270
The Mosaic Co.		267,650		13,393,206
Potash Corp. of Saskatchewan, Inc. (Canada)		231,650		8,376,464
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		52,490		1,674,431
Umicore S.A. (Belgium)1		7,050		345,582
Yingde Gases Group Co. Ltd. (China)1		169,000		170,644
				39,609,775
Construction Materials - 0.0%##
CRH plc (Ireland)1		4,820		140,516
Holcim Ltd. (Switzerland)1		2,090		191,687
				332,203
Metals & Mining - 2.1%
Alcoa, Inc.		1,519,720		20,470,629
Alumina Ltd. (Australia)*1		217,340		273,010
Impala Platinum Holdings Ltd. (South Africa)1		17,990		202,806
Norsk Hydro ASA (Norway)1		65,820		353,006
Stillwater Mining Co.*		137,320		2,166,910
ThyssenKrupp AG (Germany)*1		6,690		190,947
				23,657,308
Total Materials				63,599,286
Telecommunication Services - 0.2%
Diversified Telecommunication Services - 0.1%
Telefonica S.A. - ADR (Spain)		39,010		653,417
Telenor ASA - ADR (Norway)2		9,830		695,964
				1,349,381
Wireless Telecommunication Services - 0.1%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		15,850		318,268
MTN Group Ltd. (South Africa)1		7,410		148,658
				466,926
Total Telecommunication Services				1,816,307
TOTAL COMMON STOCKS
(Identified Cost $830,632,344)				975,915,057

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

89

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS - 5.5%
Non-Convertible Corporate Bonds - 5.5%
Consumer Discretionary - 0.5%
Auto Components - 0.1%
Icahn Enterprises LP - Icahn
Enterprises Finance Corp.4, 3.50%, 3/15/2017		175,000	$	176,312
Icahn Enterprises LP - Icahn Enterprises Finance Corp.4, 6.00%, 8/1/2020		250,000		263,750
Icahn Enterprises LP - Icahn Enterprises Finance Corp.4, 5.875%, 2/1/2022		190,000		192,850
				632,912
Automobiles - 0.0%##
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		300,000		381,523
Diversified Consumer Services - 0.2%
Block Financial LLC, 5.50%, 11/1/2022		1,500,000		1,616,645
Household Durables - 0.0%##
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		425,000		425,000
Media - 0.1%
CCO Holdings LLC - CCO Holdings Capital Corp., 5.25%, 3/15/2021		275,000		280,156
Cogeco Cable, Inc. (Canada)4, 4.875%, 5/1/2020		185,000		185,925
Columbus International, Inc. (Barbados)4, 7.375%, 3/30/2021		200,000		209,000
Numericable Group S.A. (France)4, 6.00%, 5/15/2022		280,000		286,650
				961,731
Multiline Retail - 0.1%
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		850,000		805,316
Textiles, Apparel & Luxury Goods - 0.0%##
SIWF Merger Sub, Inc. - Springs Industries, Inc.4, 6.25%, 6/1/2021		425,000		442,000
Total Consumer Discretionary				5,265,127
Consumer Staples - 0.1%
Food Products - 0.1%
Pinnacle Operating Corp.4, 9.00%, 11/15/2020		425,000		456,875
Household Products - 0.0%##
Harbinger Group, Inc., 7.75%, 1/15/2022		170,000		171,275
Tobacco - 0.0%##
Vector Group Ltd.4, 7.75%, 2/15/2021		265,000		283,550
Total Consumer Staples				911,700
Energy - 0.6%
Energy Equipment & Services - 0.1%
Calfrac Holdings LP (Canada)4, 7.50%, 12/1/2020		425,000		449,437
Parker Drilling Co.4, 6.75%, 7/15/2022		255,000		263,925
PHI, Inc.4, 5.25%, 3/15/2019		275,000		279,125
Shelf Drilling Holdings Ltd. (United Arab Emirates)4, 8.625%, 11/1/2018		425,000		457,937
				1,450,424
Oil, Gas & Consumable Fuels - 0.5%
Chesapeake Energy Corp.5, 3.479%, 4/15/2019		280,000		282,800
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc., 6.625%, 11/15/2019		365,000		380,513
Denbury Resources, Inc., 5.50%, 5/1/2022		290,000		293,263
Energy XXI Gulf Coast, Inc.4, 7.50%, 12/15/2021		425,000		449,437
FTS International, Inc.4, 6.25%, 5/1/2022		195,000		197,437
Jones Energy Holdings LLC - Jones Energy Finance Corp.4, 6.75%, 4/1/2022		275,000		285,313
Petrobras Global Finance B.V. (Brazil)5, 1.849%, 5/20/2016		1,300,000		1,291,875
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019		1,400,000		1,709,750
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		425,000		438,813
				5,329,201
Total Energy				6,779,625
Financials - 3.1%
Banks - 0.6%
BBVA Bancomer S.A. (Mexico)4, 6.75%, 9/30/2022		1,100,000		1,226,500
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		745,000		782,199
Intesa Sanpaolo S.p.A. (Italy), 2.375%, 1/13/2017		825,000		833,405

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

90

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		790,000	$	821,416
Lloyds Bank plc (United Kingdom)4, 6.50%, 9/14/2020		1,385,000		1,596,020
Royal Bank of Scotland Group plc (United Kingdom), 6.125%, 12/15/2022		190,000		202,229
The Royal Bank of Scotland plc (United Kingdom)5, 1.173%, 3/31/2017		1,750,000		1,753,507
				7,215,276
Capital Markets - 0.6%
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		870,000		996,839
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		1,310,000		1,469,998
The Goldman Sachs Group, Inc.5, 1.833%, 11/29/2023		780,000		797,293
Morgan Stanley, 2.125%, 4/25/2018		790,000		791,928
Morgan Stanley, 5.50%, 1/26/2020		1,450,000		1,642,524
Morgan Stanley, 5.75%, 1/25/2021		695,000		797,421
				6,496,003
Consumer Finance - 0.3%
Ally Financial, Inc., 6.75%, 12/1/2014		425,000		438,812
Capital One Bank USA National Association, 2.15%, 11/21/2018		790,000		790,315
CNG Holdings, Inc.4, 9.375%, 5/15/2020		425,000		386,750
Discover Bank, 4.20%, 8/8/2023		800,000		831,222
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		425,000		459,531
TMX Finance LLC - TitleMax Finance Corp.4, 8.50%, 9/15/2018		165,000		175,725
				3,082,355
Diversified Financial Services - 0.9%
Bank of America Corp., 5.75%, 8/15/2016		530,000		580,389
Citigroup, Inc., 8.50%, 5/22/2019		1,199,000		1,527,609
General Electric Capital Corp., 5.50%, 1/8/2020		375,000		432,648
ING Bank N.V. (Netherlands)4, 5.80%, 9/25/2023		1,000,000		1,096,380
Jefferies Finance LLC - JFIN Co - Issuer Corp.4, 7.375%, 4/1/2020		425,000		445,187
Jefferies Finance LLC - JFIN Co - Issuer Corp.4, 6.875%, 4/15/2022		200,000		200,000
Jefferies Group LLC, 5.125%, 4/13/2018		1,575,000		1,719,208
Jefferies Group LLC, 8.50%, 7/15/2019		3,000,000		3,696,600
JPMorgan Chase & Co., 4.95%, 3/25/2020		385,000		430,735
				10,128,756
Insurance - 0.5%
American International Group, Inc., 4.875%, 6/1/2022		1,465,000		1,629,755
Genworth Holdings, Inc., 7.625%, 9/24/2021		1,640,000		2,049,265
Genworth Holdings, Inc.5, 6.15%, 11/15/2066		900,000		841,500
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		725,000		814,219
				5,334,739
Real Estate Investment Trusts (REITS) - 0.2%
American Tower Corp., 3.40%, 2/15/2019		1,070,000		1,103,302
Corrections Corp. of America, 4.125%, 4/1/2020		285,000		283,219
DuPont Fabros Technology LP, 5.875%, 9/15/2021		425,000		443,063
				1,829,584
Thrifts & Mortgage Finance - 0.0%##
Prospect Holding Co. LLC - Prospect Holding Finance Co.4, 10.25%, 10/1/2018		195,000		189,637
Provident Funding Associates LP - PFG Finance Corp.4, 6.75%, 6/15/2021		425,000		434,563
				624,200
Total Financials				34,710,913
Health Care - 0.1%
Health Care Providers & Services - 0.1%
Fresenius Medical Care US Finance, Inc. (Germany), 6.875%, 7/15/2017		425,000		480,250
Fresenius US Finance II, Inc. (Germany)4, 9.00%, 7/15/2015		425,000		463,250
HCA, Inc., 6.375%, 1/15/2015		210,000		216,825

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

91

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Tenet Healthcare Corp., 8.125%, 4/1/2022		425,000	$	471,750
Total Health Care				1,632,075
Industrials - 0.4%
Aerospace & Defense - 0.0%##
Bombardier, Inc. (Canada)4, 6.125%, 1/15/2023		425,000		434,563
Airlines - 0.1%
Delta Air Lines Pass - Through Trust,
Series 2010 - 2, Class B, 6.75%, 11/23/2015		425,000		455,812
United Continental Holdings, Inc., 6.375%, 6/1/2018		425,000		457,937
				913,749
Commercial Services & Supplies - 0.0%##
Modular Space Corp.4, 10.25%, 1/31/2019		240,000		250,200
Machinery - 0.1%
CNH Capital LLC, 6.25%, 11/1/2016		425,000		465,375
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.4, 8.875%, 8/1/2020		425,000		472,813
Waterjet Holdings, Inc.4, 7.625%, 2/1/2020		165,000		175,725
				1,113,913
Trading Companies & Distributors - 0.2%
Air Lease Corp., 3.375%, 1/15/2019		1,280,000		1,305,600
Aircastle Ltd., 4.625%, 12/15/2018		425,000		435,094
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		210,000		219,713
Rexel S.A. (France)4, 5.25%, 6/15/2020		425,000		437,750
				2,398,157
Total Industrials				5,110,582
Information Technology - 0.2%
Communications Equipment - 0.1%
Windstream Corp., 7.50%, 6/1/2022		425,000		453,687
IT Services - 0.1%
Xerox Corp., 2.75%, 3/15/2019		1,280,000		1,299,202
Total Information Technology				1,752,889
Materials - 0.2%
Chemicals - 0.0%##
Nufarm Australia Ltd. (Australia)4, 6.375%, 10/15/2019		425,000		438,813
Metals & Mining - 0.1%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		200,000		252,500
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		745,000		781,322
				1,033,822
Paper & Forest Products - 0.1%
International Paper Co., 7.50%, 8/15/2021		635,000		800,731
Total Materials				2,273,366
Telecommunication Services - 0.3%
Diversified Telecommunication Services - 0.1%
Telefonica Emisiones S.A.U. (Spain), 5.877%, 7/15/2019		1,050,000		1,204,551
Wireless Telecommunication Services - 0.2%
Altice Financing S.A. (Luxembourg)4, 6.50%, 1/15/2022		425,000		445,187
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		1,075,000		1,194,749
Digicel Ltd. (Jamaica)4, 6.00%, 4/15/2021		425,000		430,313
UPCB Finance VI Ltd. (Netherlands)4, 6.875%, 1/15/2022		250,000		272,500
				2,342,749
Total Telecommunication Services				3,547,300
Utilities - 0.0%##
Independent Power and Renewable Electricity Producers - 0.0%##
NRG Energy, Inc.4, 6.25%, 7/15/2022		260,000		268,775
TOTAL CORPORATE BONDS
(Identified Cost $60,578,143)				62,252,352

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

92

Investment Portfolio - April 30, 2014

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 3/ SHARES		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.2%
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A45, 5.752%, 6/10/2046		705,429	$	763,676
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-CB16, Class A4, 5.552%, 5/12/2045		720,051		776,313
Wachovia Bank Commercial Mortgage Trust, Series 2006-C29, Class A4, 5.308%, 11/15/2048		1,089,121		1,187,219
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $2,749,352)				2,727,208
U.S. GOVERNMENT AGENCIES - 3.1%
Mortgage-Backed Securities - 1.4%
Fannie Mae, Pool #AH1300, 3.50%, 1/1/2026		1,757,700		1,851,768
Freddie Mac, Pool #J14734, 3.50%, 3/1/2026		3,166,794		3,329,733
Freddie Mac, Pool #J26118, 3.00%, 10/1/2028		3,226,822		3,326,718
Freddie Mac, Pool #G01931, 5.50%, 10/1/2035		3,175,424		3,545,002
Freddie Mac, Pool #G05888, 5.50%, 10/1/2039		3,312,277		3,652,691
Total Mortgage-Backed Securities
(Identified Cost $15,602,610)				15,705,912
Other Agencies - 1.7%
Fannie Mae, 0.875%, 8/28/2017		19,000,000		18,864,530
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $34,474,477)				34,570,442
SHORT-TERM INVESTMENT - 4.0%
Dreyfus Cash Management, Inc. - Institutional Shares6, 0.03%,
(Identified Cost $44,791,181)		44,791,181		44,791,181
TOTAL INVESTMENTS - 99.1%
(Identified Cost $973,225,497)				1,120,256,240
OTHER ASSETS, LESS LIABILITIES - 0.9%				10,074,554
NET ASSETS - 100%			$	1,130,330,794

ADR - American Depositary Receipt

##Less than 0.1%.

*Non - income producing security.

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

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

³ Amount is stated in USD unless otherwise noted.

⁴ Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $14,720,174 or 1.3%, of the Series’ net assets as of April 30, 2014 (see Note 2 to the financial statements).

⁵ The coupon rate is floating and is the effective rate as of April 30, 2014.

⁶ Rate shown is the current yield as of April 30, 2014.

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.

93

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

April 30, 2014 (unaudited)

ASSETS:
Investments, at value (identified cost $973,225,497) (Note 2)	$	1,120,256,240
Foreign currency (identified cost $7,209)		7,238
Receivable for securities sold		7,214,563
Receivable for fund shares sold		4,571,628
Dividends receivable		987,848
Interest receivable		929,452
Foreign tax reclaims receivable		373,948
Prepaid and other expenses		10,871
TOTAL ASSETS		1,134,351,788
LIABILITIES:
Due to custodian		26,246
Accrued management fees (Note 3)		685,328
Accrued shareholder services fees (Class S) (Note 3)		118,321
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		51,948
Accrued fund accounting and administration fees (Note 3)		36,344
Accrued transfer agent fees (Note 3)		32,841
Payable for fund shares repurchased		2,450,610
Payable for securities purchased		541,795
Audit fees payable		20,772
Other payables and accrued expenses		56,789
TOTAL LIABILITIES		4,020,994
TOTAL NET ASSETS	$	1,130,330,794
NET ASSETS CONSIST OF:
Capital stock	$	719,410
Additional paid-in-capital		912,313,768
Undistributed net investment income		2,028,590
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		68,224,309
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		147,044,717
TOTAL NET ASSETS	$	1,130,330,794

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

94

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

April 30, 2014 (unaudited)

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($586,106,040/ 28,488,376 shares)	$	20.57
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($461,258,255/ 37,333,119 shares)	$	12.36
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($46,845,653/ 3,636,865 shares)	$	12.88
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($36,120,846/ 2,482,644 shares)	$	14.55

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

95

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

For the Six Months Ended April 30, 2014 (unaudited)

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $293,398)	$	6,453,901
Interest		1,455,515
Total Investment Income		7,909,416
EXPENSES:
Management fees (Note 3)		3,935,510
Shareholder services fees (Class S) (Note 3)		686,423
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		201,753
Transfer agent fees (Note 3)		90,951
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		83,883
Fund accounting and administration fees (Note 3)		80,509
Directors’ fees (Note 3)		10,709
Chief Compliance Officer service fees (Note 3)		1,211
Custodian fees		42,879
Miscellaneous		119,133
Total Expenses		5,252,961
NET INVESTMENT INCOME		2,656,455
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		69,631,972
Foreign currency and translation of other assets and liabilities		(1,276	)
		69,630,696
Net change in unrealized appreciation (depreciation) on-
Investments		1,496,978
Foreign currency and translation of other assets and liabilities		3,813
		1,500,791
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		71,131,487
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	73,787,942

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

96

Statements of Changes in Net Assets - Pro-Blend^® Maximum Term Series

	FOR THE SIX MONTHS ENDED 4/30/14 (UNAUDITED)			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	2,656,455		$	4,384,779
Net realized gain on investments and foreign currency		69,630,696			111,763,457
Net change in unrealized appreciation (depreciation) on investments and foreign currency		1,500,791			91,798,212
Net increase from operations		73,787,942			207,946,448
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(311,391	)		(1,021,448	)
From net investment income (Class I)		(1,306,215	)		(2,376,519	)
From net investment income (Class R)		(209	)		(34,515	)
From net realized gain on investments (Class S)		(45,545,349	)		(8,525,711	)
From net realized gain on investments (Class I)		(57,177,883	)		(8,772,271	)
From net realized gain on investments (Class C)		(4,856,060	)		(657,225	)
From net realized gain on investments (Class R)		(3,762,433	)		(458,009	)
Total distributions to shareholders		(112,959,540	)		(21,845,698	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		150,055,853			4,537,730
Net increase in net assets		110,884,255			190,638,480
NET ASSETS:
Beginning of period		1,019,446,539			828,808,059
End of period (including undistributed net investment income of $2,028,590 and $989,950, respectively)	$	1,130,330,794		$	1,019,446,539

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

97

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	21.01		$	17.00		$	15.66		$	15.59		$	13.35		$	11.50
Income from investment operations:
Net investment income1		0.04			0.08			0.06			0.10			0.08			0.06
Net realized and unrealized gain on investments		1.33			4.29			1.35			0.05			2.21			1.90
Total from investment operations		1.37			4.37			1.41			0.15			2.29			1.96
Less distributions to shareholders:
From net investment income		(0.01	)		(0.04	)		(0.07	)		(0.08	)		(0.05	)		(0.11	)
From net realized gain on investments		(1.80	)		(0.32	)		—			—			—			—
Total distributions to shareholders		(1.81	)		(0.36	)		(0.07	)		(0.08	)		(0.05	)		(0.11	)
Net asset value - End of period	$	20.57		$	21.01		$	17.00		$	15.66		$	15.59		$	13.35
Net assets - End of period (000’s omitted)	$	586,106		$	530,510		$	467,244		$	512,215		$	539,781		$	443,770
Total return2		7.13	%		26.13	%		9.04	%		0.94	%		17.17	%		17.34	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.07	%3		1.07	%		1.09	%		1.09	%		1.10	%		1.10	%
Net investment income		0.44	%3		0.43	%		0.36	%		0.59	%		0.54	%		0.55	%
Series portfolio turnover		39	%		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			N/A			0.00	%4		0.03	%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.

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

98

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED
	(UNAUDITED)			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	$	13.35		$	10.95		$	10.12		$	10.12		$	8.70		$	7.57
Income from investment operations:
Net investment income1		0.04			0.08			0.06			0.09			0.08			0.05
Net realized and unrealized gain on investments		0.81			2.72			0.88			0.03			1.43			1.24
Total from investment operations		0.85			2.80			0.94			0.12			1.51			1.29
Less distributions to shareholders:
From net investment income		(0.04	)		(0.08	)		(0.11	)		(0.12	)		(0.09	)		(0.16	)
From net realized gain on investments		(1.80	)		(0.32	)		—			—			—			—
Total distributions to shareholders		(1.84	)		(0.40	)		(0.11	)		(0.12	)		(0.09	)		(0.16	)
Net asset value - End of period	$	12.36		$	13.35		$	10.95		$	10.12		$	10.12		$	8.70
Net assets - End of period (000’s omitted)	$	461,258		$	418,785		$	320,999		$	210,597		$	190,344		$	52,271
Total return2		7.35	%		26.35	%		9.42	%		1.14	%		17.47	%		17.58	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.82	%3		0.82	%		0.84	%		0.84	%		0.85	%		0.85	%
Net investment income		0.69	%3		0.66	%		0.57	%		0.83	%		0.81	%		0.68	%
Series portfolio turnover		39	%		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			N/A			0.00	%4		0.02	%

¹Calculated based on average shares outstanding during the period.

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

³Annualized.

⁴Less than 0.01%.

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

99

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED									FOR THE  PERIOD 1/4/101 TO
	(UNAUDITED)			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.86		$	11.38		$	10.52		$	10.54		$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.02	)		(0.04	)		(0.04	)		(0.02	)		(0.01	)
Net realized and unrealized gain on investments		0.84			2.84			0.91			0.04			0.58
Total from investment operations		0.82			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		(1.80	)		(0.32	)		—			—			—
Total distributions to shareholders		(1.80	)		(0.32	)		(0.01	)		(0.04	)		(0.03	)
Net asset value - End of period	$	12.88		$	13.86		$	11.38		$	10.52		$	10.54
Net assets - End of period (000’s omitted)	$	46,846		$	36,989		$	23,045		$	18,102		$	7,383
Total return3		6.78	%		25.17	%		8.27	%		0.15	%		5.68	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.82	%4		1.82	%		1.84	%		1.84	%		1.85	%4
Net investment loss		(0.30	%)4		(0.35	%)		(0.40	%)		(0.15	%)		(0.13	%)4
Series portfolio turnover		39	%		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			N/A			0.01	%4

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.

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

100

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

	FOR THE SIX MONTHS ENDED 4/30/14			FOR THE YEARS ENDED									FOR THE  PERIOD 6/30/101 TO
	(UNAUDITED)			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	15.39		$	12.56		$	11.63		$	11.64		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.01			0.02			0.00	3		0.00	3		(0.01	)
Net realized and unrealized gain on investments		0.95			3.15			1.00			0.09			1.65
Total from investment operations		0.96			3.17			1.00			0.09			1.64
Less distributions to shareholders:
From net investment income		(0.00	)3		(0.02	)		(0.07	)		(0.10	)		—
From net realized gain on investments		(1.80	)		(0.32	)		—			—			—
Total distributions to shareholders		(1.80	)		(0.34	)		(0.07	)		(0.10	)		—
Net asset value - End of period	$	14.55		$	15.39		$	12.56		$	11.63		$	11.64
Net assets - End of period (000’s omitted)	$	36,121		$	33,162		$	17,520		$	3,418		$	31
Total return4		7.04	%		25.81	%		8.72	%		0.71	%		16.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.32	%5		1.32	%		1.34	%		1.34	%		1.35	%5
Net investment income (loss)		0.19	%5		0.14	%		0.02	%		0.04	%		(0.38	%)5
Series portfolio turnover		39	%		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.

101

Notes to Financial Statements

(unaudited)

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 four classes of shares (Class C, R, I and S). 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 April 30, 2014, 11 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

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.

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.

102

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates fair value. Investments in open-end investment companies are valued at their net asset value per share on valuation date.

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

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

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). 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 April 30, 2014 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	$	102,057,825	$	99,451,937	$	2,605,888	$	—
Consumer Staples		85,467,266		49,884,774		35,582,492		—
Energy		78,627,521		76,502,350		2,125,171		—
Financials		82,140,442		69,403,887		12,736,555		—
Health Care		60,099,279		56,812,752		3,286,527		—
Industrials		34,217,003		33,222,603		994,400		—
Information Technology		88,619,082		87,952,991		666,091		—
Materials		31,479,802		30,326,507		1,153,295		—
Telecommunication Services		2,217,803		1,939,546		278,257		—
Utilities		3,804,159		3,804,159		—		—

103

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® CONSERVATIVE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Preferred securities:
Financials	$	2,125,033	$	2,125,033	$	—	$	—
Debt securities:
U.S. Treasury and other U.S. Government agencies		343,716,843		—		343,716,843		—
States and political subdivisions (municipals)		2,466,124		—		2,466,124		—
Corporate debt:
Consumer Discretionary		62,760,416		—		62,760,416		—
Consumer Staples		9,420,792		—		9,420,792		—
Energy		36,024,311		—		36,024,311		—
Financials		287,009,812		—		287,009,812		—
Health Care		11,979,208		—		11,979,208		—
Industrials		30,012,314		—		30,012,314		—
Information Technology		19,312,497		—		19,312,497		—
Materials		26,568,390		—		26,568,390		—
Telecommunication Services		15,368,563		—		15,368,563		—
Utilities		6,507,646		—		6,507,646		—
Convertible corporate debt:
Financials		501,737		—		501,737		—
Asset-backed securities		5,299,057		—		5,299,057		—
Commercial mortgage-backed securities		60,528,650		—		60,528,650		—
Foreign government bonds		40,910,760		—		40,910,760		—
Mutual fund		36,764,709		36,764,709		—		—
Total assets	$	1,566,007,044	$	548,191,248	$	1,017,815,796	$	—
	PRO-BLEND® MODERATE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	182,331,058	$	172,725,381	$	9,605,677	$	—
Consumer Staples		106,105,796		34,934,523		71,171,273		—
Energy		117,816,259		115,676,197		2,140,062		—
Financials		90,312,558		70,597,331		19,715,227		—
Health Care		81,985,307		72,160,257		9,825,050		—
Industrials		59,611,778		52,464,753		7,147,025		—
Information Technology		142,787,230		136,880,936		5,906,294		—
Materials		53,683,267		49,865,056		3,818,211		—
Telecommunication Services		1,907,924		1,012,792		895,132		—
Preferred securities:
Financials		2,560,682		2,560,682		—		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		285,534,503		—		285,534,503		—
States and political subdivisions (municipals)		2,363,662		—		2,363,662		—

104

Notes to Financial Statements (continued)

(unaudited)

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	$	47,462,849	$	—	$	47,462,849	$	—
Consumer Staples		10,095,792		—		10,095,792		—
Energy		34,547,099		—		34,547,099		—
Financials		210,629,923		—		210,629,923		—
Health Care		10,182,039		—		10,182,039		—
Industrials		22,490,185		—		22,490,185		—
Information Technology		18,348,323		—		18,348,323		—
Materials		20,745,680		—		20,745,680		—
Telecommunication Services		15,373,027		—		15,373,027		—
Utilities		2,776,319		—		2,776,319		—
Convertible corporate debt:
Financials		1,009,594		—		1,009,594		—
Asset-backed securities		3,434,779		—		3,434,779		—
Commercial mortgage-backed securities		58,384,898		—		58,384,898		—
Foreign government bonds		39,987,169		—		39,987,169		—
Mutual fund		42,700,444		42,700,444		—		—
Total assets	$	1,665,168,144	$	751,578,352	$	913,589,792	$	—
	PRO-BLEND® EXTENDED TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	237,157,022	$	225,924,803	$	11,232,219	$	—
Consumer Staples		160,388,963		65,600,640		94,788,323		—
Energy		155,551,863		152,808,003		2,743,860		—
Financials		108,870,029		82,723,220		26,146,809		—
Health Care		102,474,098		90,432,172		12,041,926		—
Industrials		75,160,012		66,369,858		8,790,154		—
Information Technology		183,879,822		176,342,144		7,537,678		—
Materials		71,866,139		67,036,010		4,830,129		—
Telecommunication Services		2,497,152		1,336,786		1,160,366		—
Preferred securities:
Financials		2,637,396		2,637,396		—		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		159,527,179		—		159,527,179		—
States and political subdivisions (municipals)		2,755,411		—		2,755,411		—
Corporate debt:
Consumer Discretionary		43,950,657		—		43,950,657		—
Consumer Staples		8,878,335		—		8,878,335		—
Energy		30,503,696		—		30,503,696		—
Financials		136,427,617		—		136,427,617		—
Health Care		3,821,488		—		3,821,488		—
Industrials		20,527,144		—		20,527,144		—
Information Technology		14,775,540		—		14,775,540		—
Materials		18,224,126		—		18,224,126		—
Telecommunication Services		14,073,251		—		14,073,251		—
Utilities		1,947,058		—		1,947,058		—

105

Notes to Financial Statements (continued)

(unaudited)

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	$	1,040,187	$	—	$	1,040,187	$	—
Asset-backed securities		3,328,660		—		3,328,660		—
Commercial mortgage-backed securities		47,550,267		—		47,550,267		—
Foreign government bonds		25,552,886		—		25,552,886		—
Mutual fund		28,619,870		28,619,870		—		—
Total assets	$	1,661,985,868	$	959,830,902	$	702,154,966	$	—
	PRO-BLEND® MAXIMUM TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	177,230,763	$	168,541,951	$	8,688,812	$	—
Consumer Staples		167,602,344		87,279,368		80,322,976		—
Energy		137,399,964		135,403,930		1,996,034		—
Financials		56,205,173		48,782,318		7,422,855		—
Health Care		131,617,086		118,776,459		12,840,627		—
Industrials		80,416,893		74,630,323		5,786,570		—
Information Technology		160,027,241		154,623,877		5,403,364		—
Materials		63,599,286		60,040,910		3,558,376		—
Telecommunication Services		1,816,307		971,685		844,622		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		34,570,442		—		34,570,442		—
Corporate debt:
Consumer Discretionary		5,265,127		—		5,265,127		—
Consumer Staples		911,700		—		911,700		—
Corporate Debt:
Energy		6,779,625		—		6,779,625		—
Financials		34,710,913		—		34,710,913		—
Health Care		1,632,075		—		1,632,075		—
Industrials		5,110,582		—		5,110,582		—
Information Technology		1,752,889		—		1,752,889		—
Materials		2,273,366		—		2,273,366		—
Telecommunication Services		3,547,300		—		3,547,300		—
Utilities		268,775		—		268,775		—
Commercial mortgage-backed securities		2,727,208		—		2,727,208		—
Mutual fund		44,791,181		44,791,181		—		—
Total assets	$	1,120,256,240	$	893,842,002	$	226,414,238	$	—

There were no Level 3 securities held by any of the Pro-Blend^® Series as of October 31, 2013 or April 30, 2014.

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.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2014.

106

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date, except that if the ex-dividend date has passed, certain dividends from foreign securities are recorded as soon as the Series is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Interest income, including amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

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

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

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

Foreign Currency Translation

The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and income and expenses are translated on the respective dates of such transactions. The Series do not isolate realized and unrealized gains and losses attributable to changes in the exchange rates from gains and losses that arise from changes in the 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.

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.

Securities Purchased on a When-Issued Basis or Forward Commitment

The Fund may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Fund to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Fund will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and take such fluctuations into account when determining their net asset value. The Fund may sell the when-issued securities before they are delivered, which may result in a capital gain or loss.

In connection with their ability to purchase or sell securities on a forward commitment basis, the Fund may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Fund to receive inferior securities at redelivery as

107

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Securities Purchased on a When-Issued Basis or Forward Commitment (continued)

compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Fund forgoes principal and interest paid on the securities. The Fund accounts for such dollar rolls as purchases and sales. No such investments were held by the Fund on April 30, 2014.

Interest Only Securities

The Series may invest in stripped mortgage-backed securities issued by the U.S. government, its agencies and instrumentalities. Stripped mortgage-backed securities are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. In certain cases, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The yield to maturity on IOs is sensitive to the rate of principal repayments (including prepayments) on the related underlying mortgage assets, and principal payments may have a material effect on yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Series may not fully recoup its initial investment in IOs.

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 April 30, 2014, 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.

Distributions of Income and Gains

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

Indemnifications

The Fund’s organizational documents provide former and current directors and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is

108

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Indemnifications (continued)

unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other

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

3. Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% for Pro-Blend^® Conservative Term Series and 0.75% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets.

Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series’ organization. The Advisor also provides the Fund with necessary office space and fund administration and support services. The salaries of all officers of the Fund (except a percentage of the Fund’s Chief Compliance Officer’s salary, which is paid by the Fund), and of all Directors who are “affiliated persons” of the Fund, or of the Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the 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.

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.

109

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates (continued)

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. Prior to November 20, 2013, the Advisor had 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 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. The contractual limits during that period may have been higher.

SERIES/CLASS	EXPENSE LIMIT
Pro-Blend® Conservative Term Series		0.70	%
Pro-Blend® Moderate Term Series		0.85	%
Pro-Blend® Extended Term Series		0.85	%
Pro-Blend® Maximum Term Series		0.85	%

The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

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

110

Notes to Financial Statements (continued)

(unaudited)

4. Purchases and Sales of Securities

For the six months ended April 30, 2014, purchases and sales of securities, other than short-term securities, were as follows:

SERIES	PURCHASES OTHER ISSUERS		GOVERNMENT		SALES OTHER ISSUERS		GOVERNMENT
Pro-Blend® Conservative Term Series	$	302,341,334	$	74,313,210	$	271,821,035	$	37,043,004
Pro-Blend® Moderate Term Series		336,690,762		121,940,372		322,577,183		61,612,289
Pro-Blend® Extended Term Series		426,788,464		169,447,655		383,704,018		134,931,166
Pro-Blend® Maximum Term Series		398,343,542		27,852,268		323,339,573		81,870,684

5. Capital Stock Transactions

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

PRO-BLEND® CONSERVATIVE	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		12,130,324		$	167,548,472			27,050,002		$	372,713,290
Reinvested		3,599,250			48,373,916			2,561,283			34,386,631
Repurchased		(11,355,143	)		(156,728,533	)		(28,677,650	)		(396,571,291	)
Total		4,374,431		$	59,193,855			933,635		$	10,528,630
PRO-BLEND® CONSERVATIVE	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,821,448		$	63,538,541			13,062,245		$	144,363,136
Reinvested		1,205,566			12,815,167			751,296			8,103,809
Repurchased		(4,878,682	)		(53,297,202	)		(8,483,810	)		(94,070,475	)
Total		2,148,332		$	23,056,506			5,329,731		$	58,396,470
PRO-BLEND® CONSERVATIVE	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,312,239		$	24,476,641			4,145,701		$	44,420,354
Reinvested		588,258			6,047,297			273,862			2,860,145
Repurchased		(1,090,524	)		(11,569,627	)		(1,818,299	)		(19,463,938	)
Total		1,809,973		$	18,954,311			2,601,264		$	27,816,561
PRO-BLEND® CONSERVATIVE	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,514,449		$	16,039,652			2,682,830		$	28,683,950
Reinvested		281,816			2,891,428			145,064			1,512,686
Repurchased		(831,027	)		(8,842,948	)		(1,525,429	)		(16,379,144	)
Total		965,238		$	10,088,132			1,302,465		$	13,817,492

111

Notes to Financial Statements (continued)

(unaudited)

5. Capital Stock Transactions (continued)

PRO-BLEND® MODERATE	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		7,175,114		$	102,007,289			14,267,236		$	197,220,579
Reinvested		2,685,067			37,000,224			1,772,636			23,446,175
Repurchased		(8,831,038	)		(125,367,066	)		(14,628,387	)		(201,711,224	)
Total		1,029,143		$	13,640,447			1,411,485		$	18,955,530
PRO-BLEND® MODERATE	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		12,145,681		$	135,768,414			17,822,910		$	195,401,918
Reinvested		2,797,855			30,272,797			1,783,097			18,795,420
Repurchased		(7,297,472	)		(81,443,755	)		(13,005,509	)		(142,840,843	)
Total		7,646,064		$	84,597,456			6,600,498		$	71,356,495
PRO-BLEND® MODERATE	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,343,155		$	26,530,371			3,678,186		$	40,811,017
Reinvested		578,467			6,334,211			275,738			2,930,108
Repurchased		(744,827	)		(8,426,396	)		(1,862,292	)		(20,683,853	)
Total		2,176,795		$	24,438,186			2,091,632		$	23,057,272
PRO-BLEND® MODERATE	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		693,054		$	8,116,414			1,550,770		$	17,625,342
Reinvested		236,629			2,669,169			142,562			1,560,402
Repurchased		(529,795	)		(6,302,468	)		(1,120,323	)		(12,826,064	)
Total		399,888		$	4,483,115			573,009		$	6,359,680
PRO-BLEND® EXTENDED	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,751,122		$	102,227,314			9,923,102		$	167,544,175
Reinvested		2,521,180			42,986,113			1,913,554			30,502,482
Repurchased		(6,547,278	)		(116,456,669	)		(16,031,300	)		(267,269,342	)
Total		1,725,024		$	28,756,758			(4,194,644	)	$	(69,222,685	)
PRO-BLEND® EXTENDED	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		13,918,116		$	152,710,853			21,092,223		$	224,950,730
Reinvested		2,515,230			26,560,822			1,477,410			15,144,117
Repurchased		(8,351,600	)		(91,291,416	)		(16,258,417	)		(175,313,005	)
Total		8,081,746		$	87,980,259			6,311,216		$	64,781,842

112

Notes to Financial Statements (continued)

(unaudited)

5. Capital Stock Transactions (continued)

PRO-BLEND® EXTENDED	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,417,900		$	28,329,703			3,422,909		$	39,443,179
Reinvested		859,936			9,639,883			414,031			4,467,195
Repurchased		(723,583	)		(8,514,849	)		(1,379,382	)		(15,841,552	)
Total		2,554,253		$	29,454,737			2,457,558		$	28,068,822
PRO-BLEND® EXTENDED	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		854,113		$	10,676,070			2,173,917		$	26,054,858
Reinvested		370,542			4,376,108			191,062			2,163,617
Repurchased		(705,397	)		(8,871,641	)		(1,104,699	)		(13,260,429	)
Total		519,258		$	6,180,537			1,260,280		$	14,958,046
PRO-BLEND® MAXIMUM	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,743,437		$	75,663,602			5,219,708		$	99,757,537
Reinvested		2,335,783			44,917,095			540,999			9,389,515
Repurchased		(2,845,064	)		(57,552,293	)		(7,994,377	)		(150,241,757	)
Total		3,234,156		$	63,028,404			(2,233,670	)	$	(41,094,705	)
PRO-BLEND® MAXIMUM	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		8,769,371		$	105,858,933			9,953,438		$	119,890,447
Reinvested		2,283,544			26,352,103			467,438			5,184,567
Repurchased		(5,083,301	)		(61,625,618	)		(8,383,672	)		(98,322,076	)
Total		5,969,614		$	70,585,418			2,037,204		$	26,752,938
PRO-BLEND® MAXIMUM	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		767,142		$	9,756,005			859,063		$	10,954,031
Reinvested		388,276			4,686,496			55,571			636,289
Repurchased		(186,705	)		(2,412,982	)		(271,074	)		(3,369,507	)
Total		968,713		$	12,029,519			643,560		$	8,220,813
PRO-BLEND® MAXIMUM	FOR THE SIX MONTHS ENDED  4/30/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		349,390		$	5,042,420			1,267,093		$	17,719,167
Reinvested		275,156			3,744,873			38,460			489,364
Repurchased		(296,551	)		(4,374,781	)		(545,475	)		(7,549,847	)
Total		327,995		$	4,412,512			760,078		$	10,658,684

113

Notes to Financial Statements (continued)

(unaudited)

5. Capital Stock Transactions (continued)

At April 30, 2014, 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		134,828		0.1	%	$	1,497,936
Pro-Blend® Moderate Term Series		249,639		0.2	%	$	2,829,507
Pro-Blend® Extended Term Series		2,140,653		1.8	%	$	24,060,939
Pro-Blend® Maximum Term Series		1,820,498		2.5	%	$	22,501,357

In addition, one shareholder owned 19,432,321 shares of Pro-Blend^® Moderate Term Series (14.6% of shares outstanding) valued at $221,139,812. The Target 2040 Series, another series of the Fund, owned 8,193,010 shares of Pro-Blend^® Maximum Term Series (11.4% of shares outstanding) valued at $101,265,602. The Target 2030 Series, another series of the Fund, owned 12,078,669 shares of Pro-Blend Extended^® Term Series (10.1% of shares outstanding) valued at $135,764,235. 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 April 30, 2014.

7. Foreign Securities

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

8. Federal Income Tax Information

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2013 were as follows:

	PRO-BLEND® CONSERVATIVE TERM SERIES		PRO-BLEND® MODERATE TERM SERIES		PRO-BLEND® EXTENDED TERM SERIES		PRO-BLEND® MAXIMUM TERM SERIES
Ordinary income	$	27,273,142	$	21,788,120	$	23,251,190	$	3,432,482
Long-term capital gains		25,309,586		29,266,732		40,601,811		18,413,216

114

Notes to Financial Statements (continued)

(unaudited)

8. Federal Income Tax Information (continued)

At April 30, 2014, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:

	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	$	1,465,672,410		$	1,499,819,952		$	1,456,715,107		$	974,195,334
Unrealized appreciation		110,760,652			185,046,414			228,016,151			167,876,861
Unrealized depreciation		(10,426,018	)		(19,698,222	)		(22,745,390	)		(21,815,955	)
Net unrealized appreciation	$	100,334,634		$	165,348,192		$	205,270,761		$	146,060,906

115

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 20, 2013, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2013 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 27 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

• The Board considered the performance of each Series since its inception, as well as performance over multiple time periods. Performance for one or more of the following time periods was considered as applicable to the Series’ inception date: inception, three year, five year, ten year, and current market cycle. A market cycle includes periods of both rising and falling markets. Returns for established benchmark indices for each Series were provided. In addition, the Board considered at the meeting (and considers on a quarterly basis) a peer group performance analysis consisting of Morningstar universes of mutual funds with similar investment objectives. The Board discussed the performance with representatives from the Advisor and concluded that the investment performance of each of the Fund’s Series was reasonable based on the Series’ actual performance and comparative performance, especially for those series with performance over the current market cycle.

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 18 of the 37 active Series of the Fund are currently experiencing expenses above the capped expense ratios. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

• The Board considered the fees and expenses of the various Series of the Fund. The Advisor presented the advisory fees and total expenses for each Series, including the advisory fee adjusted for any expense waivers or reimbursements (either contractual or voluntary) paid by the Advisor. The advisory fees and expense ratios of each Series were compared to an average (on both a mean and median basis) of similar funds as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the levels of its advisory fee for each Series of the Fund and as compared to the median and mean advisory fees for similar funds as listed on Morningstar. Expense ratios for every Series, except the Tax Managed Series, Pro-Blend Series Class C, and Target Series’ Class R and Class C, are lower than, or substantially similar to the Morningstar mean and median reported total expense ratio. The higher than mean and median total expense ratios for Classes C and R reflect higher distribution, marketing and shareholder service fees payable to broker-dealers through a 100bp 12b-1 fee for Class C and a 50bp 12b-1 fee for Class R. Based on their review of the information provided, the Board concluded that the fees and expenses of each Series of the Fund were reasonable on a comparative basis.

116

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

• In addition to the factors described above, the Board considered the Advisor’s personnel, investment strategies, policies and procedures relating to compliance with personal securities transactions, reputation, expertise and resources in domestic and foreign financial markets. The Board concluded that these factors support the conclusion that the Advisor performs its services in a reasonable manner.

• The Board then considered economies of scale and concluded that the current fee schedule to the advisory agreement remained reasonable given the multiple uses of the Fund (for the Advisor’s discretionary investment account clients in addition to direct investors), the current profitability of the Advisor’s services to the Fund under the Agreement, the number of newly established series of the Fund and the overall size of the Fund complex.

Based on the Board’s deliberations and their evaluation of the information described above, the Board, including a majority of Directors that are not “interested persons” as defined in the Investment Company Act of 1940, concluded that the compensation under the Agreement was fair and reasonable in light of the services and expenses and such other matters as the Directors considered to be relevant in the exercise of their reasonable judgment. Accordingly, the Board approved the renewal of the Agreement. In the course of their deliberations, the Directors did not identify any particular information that was all important or controlling.

117

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 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.

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.

MNPRO-04/14-SAR

ITEM 2: CODE OF ETHICS

Not applicable for Semi-Annual Reports.

ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for Semi-Annual Reports.

ITEM 4: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for Semi-Annual Reports.

ITEM 5: AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6: INVESTMENTS

(a) See Investment Portfolios under Item 1 on this Form N-CSR.

(b) Not applicable.

ITEM 7: DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 8: PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 9: PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 10: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedure by which shareholders may recommend nominees to the registrant’s board of directors.

ITEM 11: CONTROLS AND PROCEDURES

(a) Based on their evaluation of the Funds’ disclosure controls and procedures, as of a date within 90 days of the filing date, the Funds’ Principal Executive Officer and Principal Financial Officer have concluded that the Funds’ disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to the Funds’ officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.

(b) During the second fiscal quarter of the period covered by this report, there have been no changes in the Funds’ internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds’ internal control over financial reporting.

ITEM 12: EXHIBITS

(a)(1) Not applicable for Semi-Annual Reports.

(a)(2) Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX-99.CERT.

(a)(3) Not applicable.

(b) A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX- 99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Manning & Napier Fund, Inc.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

President & Principal Executive Officer of Manning & Napier Fund, Inc.

June 26, 2014

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.

June 26, 2014

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

June 26, 2014