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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices)(Zip Code)

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

(Name and address of agent for service)

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

Date of fiscal year end: October 31

Date of reporting period: November 1, 2013 through October 31, 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

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

The global economy remained on a slow growth path during the past year. Developed economies continued to support economic growth through accommodative monetary policy, and as the year progressed, central banks in areas such as Europe and Japan loosened policy further to combat persistent growth headwinds. Meanwhile, the U.S. economy slowed as it meandered through a very harsh winter, but recovered quickly during the spring and summer months of 2014. The Federal Reserve completed its third quantitative easing program, and market expectations for subsequent adjustment to domestic monetary policy during 2015 helped fuel a meaningful increase in the value of the dollar relative to other global currencies during the period. With the U.S. economy making positive strides, its equity markets generally performed strongly as well. Global markets were broadly weaker, although pockets of strength existed in certain emerging market countries where encouraging political developments and reform momentum helped lift investor sentiment. Looking ahead, we expect the slow global growth environment to remain in place for the foreseeable future.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

1

Equity Series

Fund Commentary

(unaudited)

Investment Objective

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

Performance Commentary

U.S. equity markets generally delivered positive absolute returns for the twelve-month period ended October 31, 2014. The S&P 500 Total Return Index gained 17.25% while the Russell 3000^® index earned 16.07%. The Equity Series provided positive absolute returns as well; however, the Series’ returns of 13.23% trailed the broad market on a relative basis. Despite the near-term relative underperformance, the Equity Series continues to provide competitive absolute and relative returns over the current U.S. stock market cycle. The cycle includes a prolonged bear market from April 2000 to February 2009, a recovery, and the current bull market. Since the cycle began, the Equity Series has returned 7.58% annualized, outpacing the Russell 3000^® Index’s annualized return of 4.47% and the S&P 500 Total Return Index’s 4.04% annualized return.

The Series’ underperformance relative to the Russell 3000^® Index during the year was driven by stock selection. Sector allocation also detracted from relative returns. Regarding major detractors from relative performance, stock selection in Health Care, Energy, and Industrials challenged relative returns. Relative to the benchmark, the Series’ overweight allocations to Energy and Consumer Discretionary detracted from relative returns as well.

Offsetting a portion of the relative performance weakness were positive contributions to relative returns from stock selection in Information Technology, Materials, and Consumer Staples. The Series’ overweight to Information Technology relative to the benchmark also aided relative returns, as did an underweight to Consumer Staples, and a lack of exposure to Telecommunication Services.

In regards to current portfolio positioning, we are focused on finding companies with growth drivers that are not tied to the broad economy. We believe the key to generating attractive returns in the prevailing environment is the ability to identify individual businesses that can innovate and disrupt the competitive environment in which they operate. This involves finding businesses that are generating growth by creating new markets, expanding existing markets, or simply by taking share from their rivals.

Moving forward, we continue to believe that slow growth remains the most likely path for the U.S. economy. While uncertainty among investors regarding the pace of economic expansion and domestic monetary policy heightens the potential for new bouts of volatility, we would view short-term periods of weakness as a buying opportunity given the lack of excess in the market and economy we see today. That being said, a selective approach to investment selection is critical. While equity valuations do not appear to be overly expensive at present, they have moved broadly higher and are now at levels consistent with more moderate future market returns as compared to recent years. To be sure, opportunities at the individual company level still exist, but flexibility and discipline on price are essential in our effort to manage risk and capture return in the current market environment.

Please see the next page for additional performance information as of October 31, 2014.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

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

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

2

Equity Series

Performance Update as of October 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Equity Series3,4		13.23	%		13.59	%		8.68	%		8.08	%
Russell 3000® Index5		16.07	%		17.01	%		8.55	%		5.96	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Equity Series for the ten years ended October 31, 2014 to the Russell 3000^® Index.

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

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

³ The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 1.05%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.07% for the year ended October 31, 2014.

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

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

3

Equity Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2014 to October 31, 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                   5/1/14	ENDING  ACCOUNT VALUE                   10/31/14	EXPENSES PAID  DURING  PERIOD*              5/1/14-10/31/14
Actual	$1,000.00	$1,035.80	$5.39
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.91	$5.35

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

4

Equity Series

Portfolio Composition as of October 31, 2014

(unaudited)

5

Equity Series

Investment Portfolio - October 31, 2014

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 95.2%
Consumer Discretionary - 23.6%
Diversified Consumer Services - 1.1%
Apollo Education Group, Inc.*		482,200	$	13,819,852
Hotels, Restaurants & Leisure - 1.8%
Yum! Brands, Inc.		324,800		23,330,384
Household Durables - 1.5%
DR Horton, Inc.		312,640		7,125,066
Lennar Corp. - Class A		160,090		6,896,677
Toll Brothers, Inc.*		172,610		5,514,889
				19,536,632
Internet & Catalog Retail - 5.8%
Amazon.com, Inc.*		55,690		17,011,067
HomeAway, Inc.*		286,560		10,000,944
The Priceline Group, Inc.*		20,020		24,148,324
Shutterfly, Inc.*		348,210		14,565,624
TripAdvisor, Inc.*		106,730		9,462,682
				75,188,641
Media - 13.4%
AMC Networks, Inc. - Class A*		451,490		27,382,869
Gannett Co., Inc.		614,260		19,349,190
Nexstar Broadcasting Group, Inc. - Class A		157,880		7,123,546
Sinclair Broadcast Group, Inc. - Class A		509,130		14,790,227
Starz - Class A*		479,070		14,803,263
Time Warner, Inc.		147,380		11,712,289
Tribune Media Co. - Class A*		132,920		8,905,640
Twenty-First Century Fox, Inc. - Class A		741,140		25,554,507
Viacom, Inc. - Class B		389,370		28,299,412
World Wrestling Entertainment, Inc. - Class A		1,142,690		14,112,221
				172,033,164
Total Consumer Discretionary				303,908,673
Consumer Staples - 4.1%
Beverages - 1.3%
The Coca-Cola Co.		409,170		17,136,040
Food Products - 1.4%
Ingredion, Inc.		242,330		18,719,993
Household Products - 1.4%
Energizer Holdings, Inc.		142,700		17,502,155
Total Consumer Staples				53,358,188
Energy - 11.9%
Energy Equipment & Services - 5.6%
Baker Hughes, Inc.		576,400		30,526,144

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

6

Equity Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Cameron International Corp.*		484,500	$	28,851,975
Weatherford International plc - ADR*		766,870		12,592,005
				71,970,124
Oil, Gas & Consumable Fuels - 6.3%
Apache Corp.		164,350		12,687,820
EOG Resources, Inc.		197,990		18,818,949
Hess Corp.		277,550		23,539,016
Peabody Energy Corp.		1,434,870		14,965,694
Range Resources Corp.		178,340		12,198,456
				82,209,935
Total Energy				154,180,059
Financials - 5.5%
Banks - 1.1%
Popular, Inc.*		444,730		14,177,992
Consumer Finance - 0.7%
SLM Corp.		901,340		8,607,797
Real Estate Investment Trusts (REITS) - 2.0%
BioMed Realty Trust, Inc.		121,190		2,632,247
Corporate Office Properties Trust		95,300		2,605,502
Plum Creek Timber Co., Inc.		158,230		6,489,012
Weyerhaeuser Co.		430,910		14,590,613
				26,317,374
Real Estate Management & Development - 1.7%
Realogy Holdings Corp.*		521,900		21,403,119
Total Financials				70,506,282
Health Care - 14.3%
Health Care Equipment & Supplies - 4.1%
Alere, Inc.*		484,395		19,361,268
HeartWare International, Inc.*		38,810		2,993,027
Intuitive Surgical, Inc.*		26,880		13,327,104
Thoratec Corp.*		118,410		3,218,384
Volcano Corp.*		1,354,150		13,703,998
				52,603,781
Health Care Providers & Services - 5.5%
Catamaran Corp.*		449,730		21,438,629
DaVita HealthCare Partners, Inc.*		370,000		28,885,900
Express Scripts Holding Co.*		275,000		21,125,500
				71,450,029

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

7

Equity Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Technology - 3.6%
Cerner Corp.*		737,790	$	46,731,619
Pharmaceuticals - 1.1%
Johnson & Johnson		128,250		13,822,785
Total Health Care				184,608,214
Industrials - 6.9%
Building Products - 0.6%
Owens Corning		241,720		7,749,543
Industrial Conglomerates - 2.1%
General Electric Co.		1,072,250		27,674,773
Machinery - 2.1%
Joy Global, Inc.		347,780		18,303,661
Xylem, Inc.		243,200		8,842,752
				27,146,413
Trading Companies & Distributors - 2.1%
Fastenal Co.		616,290		27,141,412
Total Industrials				89,712,141
Information Technology - 21.8%
Communications Equipment - 3.7%
F5 Networks, Inc.*		122,690		15,088,416
Juniper Networks, Inc.		1,541,020		32,469,291
				47,557,707
Electronic Equipment, Instruments & Components - 1.6%
FLIR Systems, Inc.		615,510		20,638,050
Internet Software & Services - 5.2%
eBay, Inc.*		570,310		29,941,275
Facebook, Inc. - Class A*		77,840		5,837,222
Google, Inc. - Class A*		27,580		15,661,855
Google, Inc. - Class C*		27,580		15,419,426
				66,859,778
IT Services - 5.6%
EVERTEC, Inc.		862,950		19,588,965
MasterCard, Inc. - Class A		230,310		19,288,463
VeriFone Systems, Inc.*		388,890		14,490,041
Visa, Inc. - Class A		81,390		19,649,988
				73,017,457
Software - 2.9%
ANSYS, Inc.*		178,800		14,046,528

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

8

Equity Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software (continued)
Electronic Arts, Inc.*		558,860	$	22,896,494
				36,943,022
Technology Hardware, Storage & Peripherals - 2.8%
EMC Corp.		1,252,260		35,977,430
Total Information Technology				280,993,444
Materials - 7.1%
Chemicals - 5.4%
Monsanto Co.		357,150		41,086,536
The Mosaic Co.		582,000		25,788,420
Tronox Ltd. - Class A		137,100		3,315,078
				70,190,034
Metals & Mining - 1.7%
Alcoa, Inc.		1,265,990		21,217,992
Total Materials				91,408,026
TOTAL COMMON STOCKS
(Identified Cost $1,103,949,275)				1,228,675,027
SHORT-TERM INVESTMENT - 3.5%
Dreyfus Cash Management, Inc. - Institutional Shares1, 0.03%
(Identified Cost $44,870,064)		44,870,064		44,870,064
TOTAL INVESTMENTS - 98.7%
(Identified Cost $1,148,819,339)				1,273,545,091
OTHER ASSETS, LESS LIABILITIES - 1.3%				16,789,956
NET ASSETS - 100%			$	1,290,335,047

ADR - American Depositary Receipt

*Non-income producing security.

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

9

Equity Series

Statement of Assets and Liabilities

October 31, 2014

ASSETS:
Investments, at value (identified cost $ 1,148,819,339) (Note 2)	$	1,273,545,091
Receivable for securities sold		25,333,181
Receivable for fund shares sold		1,779,648
Dividends receivable		626,132
TOTAL ASSETS		1,301,284,052
LIABILITIES:
Accrued management fees (Note 3)		1,053,285
Accrued transfer agent fees (Note 3)		88,306
Accrued fund accounting and administration fees (Note 3)		46,834
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		8,245,158
Payable for fund shares repurchased		1,348,125
Other payables and accrued expenses		166,890
TOTAL LIABILITIES		10,949,005
TOTAL NET ASSETS	$	1,290,335,047
NET ASSETS CONSIST OF:
Capital stock	$	610,064
Additional paid-in-capital		964,814,944
Accumulated net realized gain on investments		200,184,287
Net unrealized appreciation on investments		124,725,752
TOTAL NET ASSETS	$	1,290,335,047
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A
($1,290,335,047/61,006,444 shares)	$	21.15

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

10

Equity Series

Statement of Operations

For the Year Ended October 31, 2014

INVESTMENT INCOME:
Dividends	$	13,425,810
EXPENSES:
Management fees (Note 3)		12,875,540
Transfer agent fees (Note 3)		293,692
Fund accounting and administration fees (Note 3)		164,316
Directors’ fees (Note 3)		46,291
Chief Compliance Officer service fees (Note 3)		3,161
Custodian fees		50,462
Miscellaneous		349,800
Total Expenses		13,783,262
Less reduction of expenses (Note 3)		(263,945	)
Net Expenses		13,519,317
NET INVESTMENT LOSS		(93,507	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments		235,731,957
Net change in unrealized appreciation (depreciation) on investments		(80,831,677	)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		154,900,280
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	154,806,773

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

11

Equity Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(93,507	)	$	703,157
Net realized gain on investments		235,731,957			163,586,066
Net change in unrealized appreciation (depreciation) on investments		(80,831,677	)		162,201,337
Net increase from operations		154,806,773			326,490,560
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(486,768	)		(2,246,652	)
From net realized gain on investments		(164,860,135	)		(163,857,384	)
Total distributions to shareholders		(165,346,903	)		(166,104,036	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		63,355,672			(341,335,394	)
Net increase (decrease) in net assets		52,815,542			(180,948,870	)
NET ASSETS:
Beginning of year		1,237,519,505			1,418,468,375
End of year (including undistributed net investment income of $0 and $29,561, respectively)	$	1,290,335,047		$	1,237,519,505

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

12

Equity Series

Financial Highlights

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	21.60		$	19.03		$	18.45		$	17.91		$	15.55
Income (loss) from investment operations:
Net investment income (loss)1		(0.00	)2		0.01			0.01			0.04			0.03
Net realized and unrealized gain on investments		2.51			5.14			1.26			0.55			2.35
Total from investment operations		2.51			5.15			1.27			0.59			2.38
Less distributions to shareholders:
From net investment income		(0.01	)		(0.03	)		(0.04	)		(0.05	)		(0.02	)
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	)
Net asset value - End of year	$	21.15		$	21.60		$	19.03		$	18.45		$	17.91
Net assets - End of year (000’s omitted)	$	1,290,335		$	1,237,520		$	1,418,468		$	1,925,038		$	1,579,323
Total return3		13.23	%		30.61	%		7.37	%		3.30	%		15.29	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%
Net investment income		(0.01	%)		0.06	%		0.06	%		0.24	%		0.17	%
Portfolio turnover		61	%		52	%		63	%		54	%		56	%
*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:
		0.02	%		0.06	%		0.05	%		0.02	%		0.02	%

¹Calculated based on average shares outstanding during the years.

²Less than $(0.01).

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

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

13

Equity Series

Notes to Financial Statements

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 200 million have been designated as Equity Series Class A common stock.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Series. The Series is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 - Investment Companies, which is part of accounting principles generally accepted in the United States of America (“GAAP”).

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.

14

Equity Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 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	$	303,908,673	$	303,908,673	$	—	$	—
Consumer Staples		53,358,188		53,358,188		—		—
Energy		154,180,059		154,180,059		—		—
Financials		70,506,282		70,506,282		—		—
Health Care		184,608,214		184,608,214		—		—
Industrials		89,712,141		89,712,141		—		—
Information Technology		280,993,444		280,993,444		—		—
Materials		91,408,026		91,408,026		—		—
Mutual Fund		44,870,064		44,870,064		—		—
Total assets	$	1,273,545,091	$	1,273,545,091	$	—	$	—

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

15

Equity Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Federal Taxes (continued)

years ended October 31, 2011 through October 31, 2014. 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 GAAP 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. The Fund also has an Audit Committee Chair, who receives an additional annual stipend for this role.

The Advisor has contractually agreed, until at least February 29, 2016, 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 $263,945 for the year ended October 31, 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.

16

Equity Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series and Strategic Income Series); plus a base fee of $25,500 per series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees, by 10%, excluding out-of-pocket expenses, until at least October 1, 2015.

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

4. Purchases and Sales of Securities

For the year ended October 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $754,770,128 and $894,215,763, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Equity Series were:

	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		15,707,742		$	325,559,753			11,213,678		$	219,442,960
Reinvested		6,888,560			130,193,777			6,080,929			104,105,491
Repurchased		(18,889,945	)		(392,397,858	)		(34,538,433	)		(664,883,845	)
Total		3,706,357		$	63,355,672			(17,243,826	)	$	(341,335,394	)

At October 31, 2014, the retirement plan of the Advisor and its affiliates owned 286,079 shares of the Series (0.5% of shares outstanding) valued at $6,050,574.

6. Financial Instruments

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

17

Equity Series

Notes to Financial Statements (continued)

7. Foreign Securities (continued)

governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the U.S. Government.

8. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the fiscal year ended October 31, 2014, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $23,652,734, increase Undistributed Net Investment Income by $550,714 and reduce Accumulated Net Realized Gain on Investments by $24,203,448. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 10/31/14		FOR THE YEAR ENDED 10/31/13
Ordinary income	$	42,144,643	$	30,554,514
Long-term capital gains		123,202,260		135,549,522

At October 31, 2014, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	1,151,100,026
Unrealized appreciation		162,557,340
Unrealized depreciation		(40,112,275	)
Net unrealized appreciation	$	122,445,065
Undistributed ordinary income		48,873,813
Undistributed long-term capital gains		153,591,161

18

Equity Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Equity Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 19, 2014

19

Equity Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $12,273,039 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 27.06%.

The Series designates $180,179,144 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2014.

20

Equity Series

Directors’ and Officers’ Information

(unaudited)

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

Interested Director/Officer
Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002;
	President since 2004; Vice President 1984-2003.
Principal Occupation(s) During Past 5 Years:	Executive Vice President since 1993; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2002-2010 - Manning & Napier Advisors, LLC; President, Director - Manning & Napier Investor Services, Inc.
	Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Independent Directors
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008)
	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	68
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments);
	Managing Member, PMSV Holdings LLC (investments) since 1991;
	Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-2009)
	GMP Companies (2000-present)
	HoustonPharma (2000-2009)
	Cytos Biotechnology Ltd. (2012-present)

21

Equity Series

Directors’ and Officers’ Information
(unaudited)
Independent Directors (continued)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010)
	New York Collegium (non-profit) (2004-2011)
	Boston Early Music Festival (non-profit)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994;
	Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Officers
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC
	Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	27
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

22

Equity Series

Directors’ and Officers’ Information
(unaudited)
Officers (continued)
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004;
	Anti-Money Laundering Compliance Officer
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000;
	Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

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

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

23

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24

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25

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 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.

MNEQY-10/14-AR

Tax Managed Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

The global economy remained on a slow growth path during the past year. Developed economies continued to support economic growth through accommodative monetary policy, and as the year progressed, central banks in areas such as Europe and Japan loosened policy further to combat persistent growth headwinds. Meanwhile, the U.S. economy slowed as it meandered through a very harsh winter, but recovered quickly during the spring and summer months of 2014. The Federal Reserve completed its third quantitative easing program, and market expectations for subsequent adjustment to domestic monetary policy during 2015 helped fuel a meaningful increase in the value of the dollar relative to other global currencies during the period. With the U.S. economy making positive strides, its equity markets generally performed strongly as well. Global markets were broadly weaker, although pockets of strength existed in certain emerging market countries where encouraging political developments and reform momentum helped lift investor sentiment. Looking ahead, we expect the slow global growth environment to remain in place for the foreseeable future.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

1

Tax Managed Series

Fund Commentary

(unaudited)

Investment Objective

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

Performance Commentary

U.S. equity markets delivered positive absolute returns for the twelve-month period ended October 31, 2014. The S&P 500 Total Return Index gained 17.25% while the Russell 3000^® Index earned 16.07%. Global equity markets were generally much weaker during the one-year period as the MSCI ACWI ex USA Index (ACWIxUS) returned 0.06%. The Tax Managed Series returned 12.82%, trailing the Russell 3000^® Index on a relative basis. Despite the near-term relative underperformance, the Tax Managed Series continues to provide competitive absolute and relative returns over the current U.S. stock market cycle. The cycle includes a prolonged bear market from April 2000 to February 2009, a recovery, and the current bull market. Since the cycle began, the Tax Managed Series has returned 6.87% annualized, outpacing the Russell 3000^® Index’s annualized return of 4.47%.

The Series’ underperformance relative to the Russell 3000^® Index during the year was driven by sector allocation. Stock selection also detracted from relative returns. Regarding major detractors from relative performance, stock selection in Health Care, Consumer Staples, Consumer Discretionary, Energy, and Industrials challenged relative returns. The Series’ overweight to Energy relative to the benchmark detracted from relative returns as well.

Offsetting a portion of the relative performance weakness were positive contributions to relative returns from stock selection in Information Technology and Materials. The Series’ overweight to Information Technology relative to the benchmark also aided relative returns.

In regards to current portfolio positioning, we are focused on finding companies with growth drivers that are not tied to the broad economy. We believe the key to generating attractive returns in the prevailing environment is the ability to identify individual businesses that can innovate and disrupt the competitive environment in which they operate. This involves finding businesses that are generating growth by creating new markets, expanding existing markets, or simply by taking share from their rivals.

Moving forward, we continue to believe that slow growth remains the most likely path for the U.S. and broader global economies. While uncertainty among investors regarding the pace of economic expansion and central bank monetary policies heightens the potential for new bouts of volatility, we would view short-term periods of weakness as a buying opportunity given the lack of excess in markets and economies we see today. That being said, a selective approach to investment selection is critical. While equity valuations do not appear to be overly expensive at present, they have moved broadly higher and are now at levels consistent with more moderate future market returns as compared to recent years. To be sure, opportunities at the individual company level still exist, but flexibility and discipline on price are essential in our effort to managing risk and capturing return in the current market environment.

Please see the next page for additional performance information as of October 31, 2014.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

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

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

2

Tax Managed Series

Performance Update as of October 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Tax Managed Series
Returns Before Taxes3,5		12.82	%		13.65	%		8.78	%		9.69	%
Returns After Taxes on Distributions4,5		9.14	%		12.72	%		7.87	%		9.10	%
Returns After Taxes on Distributions and Sale of Series
Shares4,5		9.73	%		10.88	%		7.15	%		8.32	%
Russell 3000® Index6		16.07	%		17.01	%		8.55	%		8.91	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Tax Managed Series (returns before taxes) for the ten years ended October 31, 2014 to the Russell 3000^® Index.

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

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

³Returns before taxes do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 1.20%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.33% for the year ended October 31, 2014.

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

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

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

3

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 (May 1, 2014 to October 31, 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                    5/1/14	ENDING  ACCOUNT VALUE                    10/31/14	EXPENSES PAID  DURING PERIOD*                   5/1/14-10/31/14
Actual	$1,000.00	$1,034.40	$6.15
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.16	$6.11

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

4

Tax Managed Series

Portfolio Composition as of October 31, 2014

(unaudited)

5

Tax Managed Series

Investment Portfolio - October 31, 2014

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 95.0%
Consumer Discretionary - 18.6%
Hotels, Restaurants & Leisure - 1.5%
Yum! Brands, Inc		7,240	$	520,049
Household Durables - 1.3%
DR Horton, Inc		7,410		168,874
Lennar Corp. - Class A		3,790		163,273
Toll Brothers, Inc.*		3,300		105,435
				437,582
Internet & Catalog Retail - 3.6%
Amazon.com, Inc.*		1,150		351,279
HomeAway, Inc.*		4,200		146,580
The Priceline Group, Inc.*		280		337,739
Shutterfly, Inc.*		4,730		197,856
TripAdvisor, Inc.*		2,260		200,372
				1,233,826
Media - 11.7%
AMC Networks, Inc. - Class A*		9,150		554,947
Gannett Co., Inc		9,140		287,910
Liberty Global plc - Class A - ADR (United Kingdom)*		4,450		202,341
Liberty Global plc - Class C - ADR (United Kingdom)*		4,450		197,891
Nexstar Broadcasting Group, Inc. - Class A		3,290		148,445
Sinclair Broadcast Group, Inc. - Class A		12,150		352,957
Starz - Class A*		9,730		300,657
Time Warner, Inc.		3,540		281,324
Tribune Media Co. - Class A*		3,060		205,020
Twenty-First Century Fox, Inc. - Class A		26,810		924,409
Viacom, Inc. - Class B		7,340		533,471
				3,989,372
Textiles, Apparel & Luxury Goods - 0.5%
lululemon athletica, Inc.*		4,000		166,600
Total Consumer Discretionary				6,347,429
Consumer Staples - 16.2%
Beverages - 7.1%
AMBEV S.A. - ADR (Brazil)*		67,810		452,971
Anheuser-Busch InBev N.V. (Belgium)1		5,550		615,463
The Coca-Cola Co		14,990		627,781
Diageo plc (United Kingdom)1		8,230		242,721
SABMiller plc (United Kingdom)1		9,000		509,064
				2,448,000
Food Products - 5.8%
Danone S.A. (France)1		3,930		268,546

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

6

Tax Managed Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
Ingredion, Inc.		5,120	$	395,520
Mead Johnson Nutrition Co.		3,000		297,930
Nestle S.A. (Switzerland)1		4,880		357,871
Unilever plc - ADR (United Kingdom)		16,550		665,807
				1,985,674
Household Products - 1.1%
Energizer Holdings, Inc		2,970		364,271
Personal Products - 1.0%
Beiersdorf AG (Germany)1		4,100		332,423
Tobacco - 1.2%
Imperial Tobacco Group plc (United Kingdom)1		9,440		410,089
Total Consumer Staples				5,540,457
Energy - 10.2%
Energy Equipment & Services - 5.9%
Baker Hughes, Inc.		8,730		462,341
Cameron International Corp.*		11,350		675,893
Schlumberger Ltd.		6,090		600,839
Weatherford International plc - ADR*		17,650		289,813
				2,028,886
Oil, Gas & Consumable Fuels - 4.3%
Apache Corp.		3,630		280,236
Encana Corp. (Canada)		7,200		134,136
EOG Resources, Inc.		2,790		265,189
Hess Corp		6,940		588,581
Range Resources Corp.		2,880		196,992
				1,465,134
Total Energy				3,494,020
Financials - 2.4%
Banks - 0.7%
Popular, Inc.*		7,160		228,261
Real Estate Investment Trusts (REITS) - 1.0%
Digital Realty Trust, Inc		330		22,767
Weyerhaeuser Co		9,700		328,442
				351,209
Real Estate Management & Development - 0.7%
Realogy Holdings Corp.*		6,190		253,852
Total Financials				833,322

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

7

Tax Managed Series

Investment Portfolio - October 31, 2014

				VALUE
	SHARES			(NOTE 2)
COMMON STOCKS (continued)
Health Care - 11.4%
Health Care Equipment & Supplies - 1.5%
Intuitive Surgical, Inc.*		550		$	272,690
Teleflex, Inc.		2,190	��		249,923
					522,613
Health Care Providers & Services - 3.8%
DaVita HealthCare Partners, Inc.*		7,290			569,130
Express Scripts Holding Co.*		4,160			319,571
Fresenius Medical Care AG & Co. KGaA (Germany)1		2,830			207,715
HCA Holdings, Inc.*		2,590			181,429
					1,277,845
Health Care Technology - 3.0%
Cerner Corp.*		15,890			1,006,473
Life Sciences Tools & Services - 1.0%
QIAGEN N.V. - ADR*		15,000			351,900
Pharmaceuticals - 2.1%
Johnson & Johnson		2,750			296,395
Sanofi - ADR (France)		9,270			428,645
					725,040
Total Health Care					3,883,871
Industrials - 7.5%
Air Freight & Logistics - 0.2%
C.H. Robinson Worldwide, Inc.		1,120			77,515
Building Products - 0.8%
Owens Corning		8,710			279,242
Industrial Conglomerates - 2.2%
General Electric Co		28,410			733,262
Machinery - 1.7%
Joy Global, Inc		7,570			398,409
Xylem, Inc		4,900			178,164
					576,573
Professional Services - 0.9%
Equifax, Inc.		4,170			315,836
Trading Companies & Distributors - 1.7%
Fastenal Co		13,110			577,364
Total Industrials					2,559,792
Information Technology - 19.2%
Communications Equipment - 2.5%
F5 Networks, Inc.*		2,610			320,978
Juniper Networks, Inc		13,430			282,970

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

8

Tax Managed Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Communications Equipment (continued)
Palo Alto Networks, Inc.*		2,300	$	243,110
				847,058
Electronic Equipment, Instruments & Components - 0.9%
FLIR Systems, Inc.		8,850		296,741
Internet Software & Services - 4.2%
eBay, Inc.*		11,740		616,350
Facebook, Inc. - Class A*		1,730		129,733
Google, Inc. - Class A*		340		193,076
Google, Inc. - Class C*		340		190,087
LinkedIn Corp. - Class A*		1,410		322,834
				1,452,080
IT Services - 3.9%
Amdocs Ltd. - ADR		1,920		91,277
MasterCard, Inc. - Class A		4,900		410,375
VeriFone Systems, Inc.*		10,820		403,153
Visa, Inc. - Class A		1,730		417,674
				1,322,479
Software - 1.8%
ANSYS, Inc.*		3,830		300,885
Electronic Arts, Inc.*		7,970		326,531
				627,416
Technology Hardware, Storage & Peripherals - 5.9%
Apple, Inc.		8,680		937,440
EMC Corp		38,230		1,098,348
				2,035,788
Total Information Technology				6,581,562
Materials - 9.5%
Chemicals - 5.7%
Monsanto Co		7,590		873,154
The Mosaic Co.		12,550		556,091
Potash Corp. of Saskatchewan, Inc. (Canada)		8,480		289,762
Tronox Ltd. - Class A		8,720		210,850
				1,929,857
Metals & Mining - 3.8%
Alcoa, Inc.		78,020		1,307,615
Total Materials				3,237,472
TOTAL COMMON STOCKS
(Identified Cost $25,732,224)				32,477,925

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

9

Tax Managed Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
SHORT-TERM INVESTMENT - 5.1%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.03%
(Identified Cost $ 1,733,349)		1,733,349	$	1,733,349
TOTAL INVESTMENTS - 100.1%
(Identified Cost $ 27,465,573)				34,211,274
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(29,242	)
NET ASSETS - 100%			$	34,182,032

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 October 31, 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.

10

Tax Managed Series

Statement of Assets and Liabilities

October 31, 2014

ASSETS:
Investments, at value (identified cost $ 27,465,573) (Note 2)	$	34,211,274
Dividends receivable		22,821
Foreign tax reclaims receivable		13,441
Receivable for fund shares sold		574
TOTAL ASSETS		34,248,110
LIABILITIES:
Accrued management fees (Note 3)		20,719
Accrued fund accounting and administration fees (Note 3)		7,394
Accrued transfer agent fees (Note 3)		2,275
Accrued Chief Compliance Officer service fees (Note 3)		407
Audit fees payable		18,449
Printing fees payable		9,119
Payable for fund shares repurchased		2,947
Other payables and accrued expenses		4,768
TOTAL LIABILITIES		66,078
TOTAL NET ASSETS	$	34,182,032
NET ASSETS CONSIST OF:
Capital stock	$	10,344
Additional paid-in-capital		21,764,411
Undistributed net investment income		32,376
Accumulated net realized gain on investments		5,630,064
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		6,744,837
TOTAL NET ASSETS	$	34,182,032
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A
($ 34,182,032/1,034,394 shares)	$	33.05

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

11

Tax Managed Series

Statement of Operations

For the Year Ended October 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $15,835)	$	450,764
EXPENSES:
Management fees (Note 3)		342,849
Fund accounting and administration fees (Note 3)		31,464
Transfer agent fees (Note 3)		8,598
Chief Compliance Officer service fees (Note 3)		3,161
Directors’ fees (Note 3)		1,178
Audit fees		23,035
Custodian fees		2,705
Miscellaneous		43,254
Total Expenses		456,244
Less reduction of expenses (Note 3)		(44,826	)
Net Expenses		411,418
NET INVESTMENT INCOME		39,346
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on investments		5,677,095
Net change in unrealized appreciation (depreciation) on- Investments		(1,670,096	)
Foreign currency and translation of other assets and liabilities		(1,262	)
		(1,671,358	)
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		4,005,737
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,045,083

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

12

Tax Managed Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	39,346		$	38,938
Net realized gain on investments and foreign currency		5,677,095			4,662,757
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(1,671,358	)		2,768,711
Net increase from operations		4,045,083			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)		1,123,252			(2,347,220	)
Net increase in net assets		513,417			3,892,975
NET ASSETS:
Beginning of year		33,668,615			29,775,640
End of year (including undistributed net investment income of $32,376 and $5,529, respectively).	$	34,182,032		$	33,668,615

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

13

Tax Managed Series

Financial Highlights

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	33.95		$	27.69		$	24.96		$	25.01		$	21.32
Income (loss) from investment operations:
Net investment income1		0.04			0.04			0.03			0.08			0.06
Net realized and unrealized gain (loss) on investments		3.73			7.52			2.77			(0.06	)		3.67
Total from investment operations		3.77			7.56			2.80			0.02			3.73
Less distributions to shareholders:
From net investment income		(0.01	)		(0.06	)		(0.07	)		(0.07	)		(0.04	)
From net realized gain on investments		(4.66	)		(1.24	)		—			—			—
Total distributions to shareholders		(4.67	)		(1.30	)		(0.07	)		(0.07	)		(0.04	)
Net asset value - End of year	$	33.05		$	33.95		$	27.69		$	24.96		$	25.01
Net assets - End of year (000’s omitted)	$	34,182		$	33,669		$	29,776		$	47,663		$	45,276
Total return2		12.82	%		28.41	%		11.28	%		0.08	%		17.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.20	%		1.20	%		1.20	%		1.20	%		1.20	%
Net investment income		0.11	%		0.13	%		0.12	%		0.29	%		0.28	%
Portfolio turnover		47	%		56	%		47	%		57	%		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 Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.13	%		0.15	%		0.10	%		0.04	%		0.14	%

¹Calculated based on average shares outstanding during the years.

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

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

14

Tax Managed Series

Notes to Financial Statements

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 87.5 million have been designated as Tax Managed Series Class A common stock.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Series. The Series is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 - Investment Companies, which is part of accounting principles generally accepted in the United States of America (“GAAP”).

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.

15

Tax Managed Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of October 31, 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	$	6,347,429	$	6,347,429	$	—	$	—
Consumer Staples		5,540,457		2,804,280		2,736,177		—
Energy		3,494,020		3,494,020		—		—
Financials		833,322		833,322		—		—
Health Care		3,883,871		3,676,156		207,715		—
Industrials		2,559,792		2,559,792		—		—
Information Technology		6,581,562		6,581,562		—		—
Materials		3,237,472		3,237,472		—		—
Mutual Fund		1,733,349		1,733,349		—		—
Total assets	$	34,211,274	$	31,267,382	$	2,943,892	$	—

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 October 31, 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 year ended October 31, 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

16

Tax Managed Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 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, 2011 through October 31, 2014. 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 GAAP 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.

17

Tax Managed Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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

The Advisor has contractually agreed, until at least February 29, 2016, 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 $44,826 for the year ended October 31, 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, until at least October 1, 2015.

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

4. Purchases and Sales of Securities

For the year ended October 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $15,688,842 and $20,087,332, 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 YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		134,805		$	4,412,182			162,031		$	4,917,681
Reinvested		152,482			4,482,969			42,834			1,174,066
Repurchased		(244,469	)		(7,771,899	)		(288,508	)		(8,438,967	)
Total		42,818		$	1,123,252			(83,643	)	$	(2,347,220	)

18

Tax Managed Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

At October 31, 2014, two shareholder accounts owned 405,133 shares of the Series (39.2% of shares outstanding) valued at $13,389,659. Investment activities of these shareholders may have a material effect on the Series.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 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 GAAP. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales and foreign currency gains and losses. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the fiscal year ended October 31, 2014, amounts were reclassified within the capital accounts to reduce Undistributed Net Investment Income by $348 and increase Accumulated Net Realized Gain on Investments by $348. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED  10/31/14		FOR THE YEAR ENDED 10/31/13
Ordinary income	$	11,339	$	53,257
Long-term capital gains		4,643,579		1,176,954

At October 31, 2014, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	27,512,931
Unrealized appreciation		7,067,830
Unrealized depreciation		(369,487	)
Net unrealized appreciation	$	6,698,343
Undistributed ordinary income		32,376
Undistributed long-term capital gains		5,677,422

19

Tax Managed Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Tax Managed Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 19, 2014

20

Tax Managed Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $454,076 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

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

The Series designates $5,961,293 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2014.

21

Tax Managed Series

Directors’ and Officers’ Information

(unaudited)

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

Interested Director/Officer
Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002;
	President since 2004; Vice President 1984-2003.
Principal Occupation(s) During Past 5 Years:	Executive Vice President since 1993; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2002-2010 - Manning & Napier Advisors, LLC; President, Director - Manning & Napier Investor Services, Inc.
	Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Independent Directors
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008)
	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)

Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	68
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments);
	Managing Member, PMSV Holdings LLC (investments) since 1991;
	Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-2009)
	GMP Companies (2000-present)
	HoustonPharma (2000-2009)
	Cytos Biotechnology Ltd. (2012-present)

22

Tax Managed Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010)
	New York Collegium (non-profit) (2004-2011)
	Boston Early Music Festival (non-profit)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994;
	Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Officers
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC
	Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	27
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

23

Tax Managed Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011)—Manning & Napier Advisors, LLC; Assistant Treasurer since 2008—Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004;
	Anti-Money Laundering Compliance Officer
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000;
	Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

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

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

24

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25

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 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.

MNTAX-10/14-AR

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

The global economy remained on a slow growth path during the past year. Developed economies continued to support economic growth through accommodative monetary policy, and as the year progressed, central banks in areas such as Europe and Japan loosened policy further to combat persistent growth headwinds. Meanwhile, the U.S. economy slowed as it meandered through a very harsh winter, but recovered quickly during the spring and summer months of 2014. The Federal Reserve completed its third quantitative easing program, and market expectations for subsequent adjustment to domestic monetary policy during 2015 helped fuel a meaningful increase in the value of the dollar relative to other global currencies during the period. With the U.S. economy making positive strides, its equity markets generally performed strongly as well. Global markets were broadly weaker, although pockets of strength existed in certain emerging market countries where encouraging political developments and reform momentum helped lift investor sentiment. Looking ahead, we expect the slow global growth environment to remain in place for the foreseeable future.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

1

Fund Commentary

(unaudited)

Investment Objective

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

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

Performance Commentary

U.S. equity markets generally delivered positive absolute returns for the twelve-month period ended October 31, 2014. The S&P 500 Total Return Index gained 17.25%. In contrast, global equity market performance was weaker. The broad MSCI ACWI ex USA Index (ACWIxUS) was largely flat, returning 0.06%. Meanwhile, bond markets as represented by the Barclays U.S. Aggregate Bond Index were positive, returning 4.14%. Each share class of the Target Series provided positive absolute returns, but underperformed its respective blended benchmark on a relative basis during the one year period. The only exception to this was the Target Income Series Class I, which modestly outperformed its blended benchmark.

Among key drivers of each Series’ underperformance relative to their blended benchmarks during the one year period were overall fixed income selection and equity sector positioning. Additionally, stock selection in Health Care and Consumer Staples challenged relative returns, as did the Series’ overweight allocations to Energy and Consumer Discretionary sectors relative to the benchmark.

Overall asset allocation positively contributed to relative returns, as each of the Series were more heavily allocated to stocks than their benchmarks during a year in which stocks generally outperformed bonds. This offset a portion of the Series’ relative underperformance. Stock selection in the Information Technology and Materials sectors also aided relative returns. Relative to their benchmarks, each Series’ overweight to Information Technology was a notable positive contributor to relative performance as well.

Regarding current portfolio positioning, in the equity portion of each Series we are focused on finding companies with growth drivers that are not tied to the broad economy. We believe the key to generating attractive returns in the prevailing environment is the ability to identify individual businesses that can innovate and disrupt the competitive environment in which they operate. This involves finding businesses that are generating growth by creating new markets, expanding existing markets, or simply by taking share from their rivals.

In fixed income markets, we continue to believe that a more defensive fixed income posture is warranted, which is how we would characterize our current fixed income positioning. Specifically, given current yield levels and the potential for rising interest rates, we are finding a better risk/reward trade-off in shorter-term bonds. Businesses should benefit as economic conditions continue to improve, enhancing the attractiveness of the corporate sector. This sector has been a primary focus area in the Series over the past few years, and we believe it will remain an attractive area going forward.

As conditions in some of the world’s most important economic regions appear to be at different stages in the economic cycle, we believe investors should expect the monetary policies of major central banks — which have remained highly accommodative across the board in the developed world for a period of years — to diverge at some point in the future. This could lead to new bouts of volatility in financial markets. Given the lack of extremes in the market today, we would view the resurgence of volatility as a buying opportunity, but being selective is critical. Broadly speaking, valuations in the developed world are neutral at best, whereas valuations in select emerging markets are relatively more attractive. Shareholders should expect us to pursue areas of global markets where we see a compelling combination of attractive business fundamentals and long-term appreciation potential. As has been the case for more than 40 years, Manning & Napier remains committed to helping investors achieve their financial goals through an active, flexible approach to investment management.

2

Fund Commentary

(unaudited)

Performance Commentary (continued)

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

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

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

3

Performance Update - Target Income Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target Income Series - Class K3		5.35	%		6.80	%		5.73	%
Manning & Napier Fund, Inc. - Target Income Series - Class R3		5.00	%		6.51	%		5.45	%
Manning & Napier Fund, Inc. - Target Income Series - Class I3		5.59	%		7.05	%		6.00	%
Barclays U.S. Intermediate Aggregate Bond Index4		2.90	%		3.62	%		4.11	%
Standard & Poor’s (S&P) Target Date Retirement Income Index5		5.48	%		7.09	%		4.82	%
Income Composite Benchmark6		5.52	%		6.60	%		5.59	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target Income Series - Class K from its inception2 (3/28/08) to present (10/31/14) to the Barclays U.S. Intermediate Aggregate Bond Index, S&P Target Date Retirement Income Index and the Income Composite Benchmark.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.42% for Class K, 0.67% for Class R and 0.17% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an

4

Performance Update - Target Income Series

(unaudited)

unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Barclays U.S. Intermediate Aggregate Bond Index to the S&P Target Date Retirement Income Index. Series management believes the S&P Target Date Retirement Income Index more accurately reflects the investment strategies of the Series.

5

Performance Update - Target 2010 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2010 - Class K3		5.56	%		7.74	%		5.51	%
Manning & Napier Fund, Inc. - Target 2010 - Class R3		5.31	%		7.48	%		5.26	%
Manning & Napier Fund, Inc. - Target 2010 - Class I3		5.70	%		7.98	%		5.76	%
Barclays U.S. Aggregate Bond Index4		4.14	%		4.22	%		4.61	%
S&P Target Date 2010 Index5		6.25	%		8.28	%		5.37	%
2010 Composite Benchmark6		6.02	%		7.78	%		5.63	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2010 Series - Class K from its inception² (3/28/08) to present (10/31/14) to the Barclays U.S. Aggregate Bond Index, S&P Target Date 2010 Index and the 2010 Composite Benchmark.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.50% for Class K, 0.75% for Class R and 0.25% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an

6

Performance Update - Target 2010 Series

(unaudited)

unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Barclays U.S. Aggregate Bond Index to the S&P Target Date 2010 Index. Series management believes the S&P Target Date 2010 Index more accurately reflects the investment strategies of the Series.

7

Performance Update - Target 2015 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2015 - Class K3		5.45	%		10.58	%
Manning & Napier Fund, Inc. - Target 2015 - Class R3		5.22	%		10.45	%
Manning & Napier Fund, Inc. - Target 2015 - Class I3		5.67	%		10.88	%
Barclays U.S. Aggregate Bond Index4		4.14	%		2.05	%
S&P Target Date 2015 Index5		7.08	%		10.01	%
2015 Composite Benchmark6		7.41	%		8.88	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2015 Series - Class K from its inception² (6/25/12) to present (10/31/14) to the Barclays U.S. Aggregate Bond Index, S&P Target Date 2015 Index and the 2015 Composite Benchmark.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.71% for Class K, 2.02% for Class R and 1.51% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

8

Performance Update - Target 2015 Series

(unaudited)

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Barclays U.S. Aggregate Bond Index to the S&P Target Date 2015 Index. Series management believes the S&P Target Date 2015 Index more accurately reflects the investment strategies of the Series.

9

Performance Update - Target 2020 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2020 Series - Class K3		6.04	%		9.43	%		6.10	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class R3		5.75	%		9.15	%		5.80	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class I3		6.37	%		9.71	%		6.37	%
Barclays U.S. Aggregate Bond Index4		4.14	%		4.22	%		4.61	%
S&P Target Date 2020 Index5		7.71	%		10.32	%		6.17	%
2020 Composite Benchmark6		7.72	%		9.25	%		6.03	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2020 Series - Class K from its inception² (3/28/08) to present (10/31/14) to the Barclays U.S. Aggregate Bond Index, S&P Target Date 2020 Index and the 2020 Composite Benchmark.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.33% for Class K, 0.58% for Class R and 0.08% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000),

10

Performance Update - Target 2020 Series

(unaudited)

MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Barclays U.S. Aggregate Bond Index to the S&P Target Date 2020 Index. Series management believes the S&P Target Date 2020 Index more accurately reflects the investment strategies of the Series.

11

Performance Update - Target 2025 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			SINCE INCEPTION1,2
Manning & Napier Fund, Inc. - Target 2025 Series - Class K3		7.28	%		14.23	%
Manning & Napier Fund, Inc. - Target 2025 Series - Class R3		6.93	%		14.10	%
Manning & Napier Fund, Inc. - Target 2025 Series - Class I3		7.51	%		14.31	%
Russell 3000® Index4		16.07	%		21.09	%
Barclays U.S. Aggregate Bond Index5		4.14	%		2.05	%
S&P Target Date 2025 Index6		8.12	%		12.69	%
2025 Composite Benchmark7		8.29	%		10.88	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2025 Series - Class K from its inception² (6/25/12) to present (10/31/14) to the Barclays U.S. Aggregate Bond Index, the 2025 Composite Benchmark, S&P Target Date 2025 Index and the Russell 3000^® Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.89% for Class K, 1.17% for Class R and 0.69% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their

12

Performance Update - Target 2025 Series

(unaudited)

affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁷The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Barclays U.S. Aggregate Bond Index to the S&P Target Date 2025 Index. Series management believes the S&P Target Date 2025 Index more accurately reflects the investment strategies of the Series.

13

Performance Update - Target 2030 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2030 Series - Class K3		7.58	%		11.19	%		6.77	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class R3		7.37	%		10.92	%		6.54	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class I3		7.86	%		11.48	%		7.07	%
Russell 3000® Index4		16.07	%		17.01	%		9.29	%
Barclays U.S. Aggregate Bond Index5		4.14	%		4.22	%		4.61	%
S&P Target Date 2030 Index6		8.56	%		11.71	%		6.52	%
2030 Composite Benchmark7		9.08	%		10.93	%		6.31	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2030 Series - Class K from its inception2 (3/28/08) to present (10/31/14) to the Russell 3000^® Index, the 2030 Composite Benchmark, S&P Target Date 2030 Index and the Barclays U.S. Aggregate Bond Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.33% for Class K, 0.58% for Class R and 0.08% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier.

Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

14

Performance Update - Target 2030 Series

(unaudited)

⁶The Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁷The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Barclays U.S. Aggregate Bond Index to the S&P Target Date 2030 Index. Series management believes the S&P Target Date 2030 Index more accurately reflects the investment strategies of the Series.

15

Performance Update - Target 2035 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS  OF OCTOBER 31, 2014
	ONE YEAR1			SINCE INCEPTION1,2
Manning & Napier Fund, Inc. - Target 2035 Series - Class K3		8.17	%		16.99	%
Manning & Napier Fund, Inc. - Target 2035 Series - Class R3		7.82	%		16.81	%
Manning & Napier Fund, Inc. - Target 2035 Series - Class I3		8.43	%		17.26	%
Russell 3000® Index4		16.07	%		21.09	%
Barclays U.S. Aggregate Bond Index5		4.14	%		2.05	%
S&P Target Date 2035 Index6		8.96	%		14.77	%
2035 Composite Benchmark7		9.77	%		14.13	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2035 Series - Class K from its inception2 (6/25/12) to present (10/31/14) to the Russell 3000^® Index, the 2035 Composite Benchmark, S&P Target Date 2035 Index and the Barclays U.S. Aggregate Bond Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.13% for Class K, 1.43% for Class R and 0.96% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier.

Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their

16

Performance Update - Target 2035 Series

(unaudited)

affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁷The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Barclays U.S. Aggregate Bond Index to the S&P Target Date 2035 Index. Series management believes the S&P Target Date 2035 Index more accurately reflects the investment strategies of the Series.

17

Performance Update - Target 2040 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2040 - Class K3		8.52	%		11.72	%		7.02	%
Manning & Napier Fund, Inc. - Target 2040 - Class R3		8.30	%		11.47	%		6.79	%
Manning & Napier Fund, Inc. - Target 2040 - Class I3		8.73	%		12.01	%		7.31	%
Russell 3000® Index4		16.07	%		17.01	%		9.29	%
S&P Target Date 2040 Index5		9.21	%		12.59	%		6.71	%
2040 Composite Benchmark6		10.20	%		12.46	%		6.85	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2040 Series - Class K from its inception2 (3/28/08) to present (10/31/14) to the Russell 3000^® Index, S&P Target Date 2040 Index and the 2040 Composite Benchmark.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.36% for Class K, 0.61% for Class R and 0.11% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier.

Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

18

Performance Update - Target 2040 Series

(unaudited)

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Russell 3000 to the S&P Target Date 2040 Index. Series management believes the S&P Target Date 2040 Index more accurately reflects the investment strategies of the Series.

19

Performance Update - Target 2045 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			SINCE INCEPTION1,2
Manning & Napier Fund, Inc. - Target 2045 - Class K3		8.90	%		18.88	%
Manning & Napier Fund, Inc. - Target 2045 - Class R3		8.71	%		18.55	%
Manning & Napier Fund, Inc. - Target 2045 - Class I3		9.15	%		19.13	%
Russell 3000® Index4		16.07	%		21.09	%
S&P Target Date 2045 Index5		9.39	%		16.00	%
2045 Composite Benchmark6		10.55	%		15.79	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2045 Series - Class K from its inception2 (6/25/12) to present (10/31/14) to the Russell 3000^® Index, S&P Target Date 2045 Index and the 2045 Composite Benchmark.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 2.25% for Class K 2.61% for Class R and 2.19% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier.

Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

20

Performance Update - Target 2045 Series

(unaudited)

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Russell 3000 to the S&P Target Date 2045 Index. Series management believes the S&P Target Date 2045 Index more accurately reflects the investment strategies of the Series.

21

Performance Update - Target 2050 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2050 - Class K3		8.72	%		12.02	%		7.53	%
Manning & Napier Fund, Inc. - Target 2050 - Class R3		8.51	%		11.75	%		7.28	%
Manning & Napier Fund, Inc. - Target 2050 - Class I3		9.07	%		12.29	%		7.82	%
Russell 3000® Index4		16.07	%		17.01	%		9.29	%
S&P Target Date 2050 Index5		9.62	%		13.02	%		6.81	%
2050 Composite Benchmark6		10.55	%		12.77	%		7.07	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2050 Series - Class K from its inception2 (3/28/08) to present (10/31/14) to the Russell 3000^® Index, S&P Target Date 2050 Index and the 2050 Composite Benchmark.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.48% for Class K, 0.73% for Class R and 0.23% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to February 26, 2010, the indices were rebalanced annually. Historical returns for the S&P Target Date 2050 Index prior to May 31, 2011 (the index launch date) are identical to the returns of the S&P Target Date 2045 Index, the closest dated target date index as of the launch date. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to

22

Performance Update - Target 2050 Series

(unaudited)

accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Russell 3000 to the S&P Target Date 2050 Index. Series management believes the S&P Target Date 2050 Index more accurately reflects the investment strategies of the Series.

23

Performance Update - Target 2055 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			SINCE INCEPTION1,2
Manning & Napier Fund, Inc. - Target 2055 - Class K3		8.50	%		19.05	%
Manning & Napier Fund, Inc. - Target 2055 - Class R3		8.21	%		18.56	%
Manning & Napier Fund, Inc. - Target 2055 - Class I3		8.75	%		19.57	%
Russell 3000® Index4		16.07	%		21.09	%
S&P Target Date 2055 Index5		9.76	%		16.92	%
2055 Composite Benchmark6		10.55	%		15.79	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2055 Series - Class K from its inception² (6/25/12) to present (10/31/14) to the Russell 3000^® Index, S&P Target Date 2055 Index and the 2055 Composite Benchmark.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.30% for Class K, 0.55% for Class R and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 5.09% for Class K, 5.94% for Class R and 7.85% for Class I for the year ended October 31, 2014.

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

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. The asset class exposure for each index is represented by exchange traded funds (ETFs). Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. The Index returns shown are the Gross Return series, which provide benchmarks free of underlying ETF expenses by adjusting the Total Return series (which assume the reinvestment of dividends) by an assumed weighted average ETF expense ratio. Index returns provided by Bloomberg. Mid-month performance is not available for the benchmark. Performance shown is from the first of the month following the corresponding Series’ inception date. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier.

Copyright ^© 2014 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their

24

Performance Update - Target 2055 Series

(unaudited)

affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Aggregate Bond Index (BAB) and/or Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Effective March 1, 2014, the Series changed the benchmark against which it measures its performance from the Russell 3000 to the S&P Target Date 2010 Index. Series management believes the S&P Target Date 2010 Index more accurately reflects the investment strategies of the Series.

25

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 (May 1, 2014 to October 31, 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                               5/1/14	ENDING  ACCOUNT VALUE                               10/31/14	EXPENSES PAID  DURING PERIOD                                5/1/14-10/31/141	ANNUALIZED  EXPENSE                               RATIO2
Target Income
Actual (Class K)	$1,000.00	$1,011.90	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,010.90	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,012.90	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING  ACCOUNT VALUE                              5/1/14	ENDING  ACCOUNT VALUE                              10/31/14	EXPENSES PAID  DURING PERIOD                              5/1/14-10/31/141	ANNUALIZED  EXPENSE                               RATIO2
Target 2010
Actual (Class K)	$1,000.00	$1,012.10	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,010.80	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,012.20	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

26

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                           5/1/14	ENDING  ACCOUNT VALUE                           10/31/14	EXPENSES PAID  DURING PERIOD                           5/1/14-10/31/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2015
Actual (Class K)	$1,000.00	$1,006.90	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,006.10	$2.78	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,008.60	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING  ACCOUNT VALUE                          5/1/14	ENDING  ACCOUNT VALUE                          10/31/14	EXPENSES PAID  DURING PERIOD                          5/1/14-10/31/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2020
Actual (Class K)	$1,000.00	$1,008.00	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,006.70	$2.78	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,010.00	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING  ACCOUNT VALUE                          5/1/14	ENDING  ACCOUNT VALUE                          10/31/14	EXPENSES PAID  DURING PERIOD                          5/1/14-10/31/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2025
Actual (Class K)	$1,000.00	$1,012.10	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,010.50	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,013.00	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

27

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                           5/1/14	ENDING  ACCOUNT VALUE                           10/31/14	EXPENSES PAID  DURING PERIOD                           5/1/14-10/31/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2030
Actual (Class K)	$1,000.00	$1,011.60	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,010.40	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,012.60	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING  ACCOUNT VALUE                          5/1/14	ENDING  ACCOUNT VALUE                          10/31/14	EXPENSES PAID  DURING PERIOD                          5/1/14-10/31/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2035
Actual (Class K)	$1,000.00	$1,013.60	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,012.40	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,015.30	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING  ACCOUNT VALUE                          5/1/14	ENDING  ACCOUNT VALUE                          10/31/14	EXPENSES PAID  DURING PERIOD                          5/1/14-10/31/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2040
Actual (Class K)	$1,000.00	$1,013.90	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,013.60	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,014.90	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

28

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                               5/1/14	ENDING  ACCOUNT VALUE                               10/31/14	EXPENSES PAID  DURING PERIOD                                5/1/14-10/31/141	ANNUALIZED  EXPENSE                               RATIO2
Target 2045
Actual (Class K)	$1,000.00	$1,015.50	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,015.10	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,017.10	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING  ACCOUNT VALUE                          5/1/14	ENDING  ACCOUNT VALUE                          10/31/14	EXPENSES PAID  DURING PERIOD                          5/1/14-10/31/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2050
Actual (Class K)	$1,000.00	$1,014.60	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,013.50	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,016.30	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%
	BEGINNING  ACCOUNT VALUE                          5/1/14	ENDING  ACCOUNT VALUE                          10/31/14	EXPENSES PAID  DURING PERIOD                          5/1/14-10/31/141	ANNUALIZED  EXPENSE                           RATIO2
Target 2055
Actual (Class K)	$1,000.00	$1,015.60	$1.52	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,014.20	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,016.80	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

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

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

³Assumes 5% annual return before expenses.

29

Portfolio Composition as of October 31, 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.

30

Portfolio Composition as of October 31, 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.

31

Investment Portfolios - October 31, 2014

TARGET INCOME SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Conservative Term Series - Class I		6,937,476	$	77,491,610
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $74,284,987)				77,491,610
LIABILITIES, LESS OTHER ASSETS - 0.0%				(34,147	)
NET ASSETS - 100%			$	77,457,463
TARGET 2010 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.1%
Manning & Napier Pro-Blend® Conservative Term Series - Class I		3,520,973	$	39,329,266
Manning & Napier Pro-Blend® Moderate Term Series - Class I		853,998		9,735,573
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $47,180,505)				49,064,839
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(31,005	)
NET ASSETS - 100%			$	49,033,834
TARGET 2015 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.2%
Manning & Napier Pro-Blend® Extended Term Series - Class I		42,654	$	481,989
Manning & Napier Pro-Blend® Moderate Term Series - Class I		799,189		9,110,760
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $9,423,930)				9,592,749
LIABILITIES, LESS OTHER ASSETS - (0.2%)				(20,920	)
NET ASSETS - 100%			$	9,571,829

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

32

Investment Portfolios - October 31, 2014

TARGET 2020 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Extended Term Series - Class I		6,387,024	$	72,173,371
Manning & Napier Pro-Blend® Moderate Term Series - Class I		9,429,234		107,493,265
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $170,360,064)				179,666,636
LIABILITIES, LESS OTHER ASSETS - 0.0%				(65,663	)
NET ASSETS - 100%			$	179,600,973
TARGET 2025 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.1%
Manning & Napier Pro-Blend® Extended Term Series - Class I		2,048,952	$	23,153,153
Manning & Napier Pro-Blend® Maximum Term Series - Class I		97,580		1,220,730
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $23,853,678)				24,373,883
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(27,813	)
NET ASSETS - 100%			$	24,346,070
TARGET 2030 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Extended Term Series - Class I		12,244,865	$	138,366,980
Manning & Napier Pro-Blend® Maximum Term Series - Class I		4,752,389		59,452,391
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $182,549,987)				197,819,371
LIABILITIES, LESS OTHER ASSETS - 0.0%				(62,121	)
NET ASSETS - 100%			$	197,757,250

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

33

Investment Portfolios - October 31, 2014

TARGET 2035 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.2%
Manning & Napier Pro-Blend® Extended Term Series - Class I		707,334	$	7,992,876
Manning & Napier Pro-Blend® Maximum Term Series - Class I		784,295		9,811,536
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $17,410,389)				17,804,412
LIABILITIES, LESS OTHER ASSETS - (0.2%)				(27,463	)
NET ASSETS - 100%			$	17,776,949
TARGET 2040 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 105.0%
Manning & Napier Pro-Blend® Extended Term Series - Class I		2,357,227	$	26,636,668
Manning & Napier Pro-Blend® Maximum Term Series - Class I		8,536,631		106,793,252
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $122,195,233)				133,429,920
LIABILITIES, LESS OTHER ASSETS - (5.0%)				(6,354,046	)
NET ASSETS - 100%			$	127,075,874
TARGET 2045 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.4%
Manning & Napier Pro-Blend® Maximum Term Series - Class I		622,639	$	7,789,209
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $7,637,766)				7,789,209
LIABILITIES, LESS OTHER ASSETS - (0.4%)				(29,117	)
NET ASSETS - 100%			$	7,760,092

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

34

Investment Portfolios - October 31, 2014

TARGET 2050 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Maximum Term Series - Class I		5,178,017	$	64,776,991
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $58,462,447)				64,776,991
LIABILITIES, LESS OTHER ASSETS - 0.0%				(29,217	)
NET ASSETS - 100%			$	64,747,774
TARGET 2055 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.6%
Manning & Napier Pro-Blend® Maximum Term Series - Class I		254,460	$	3,183,296
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $3,162,408)				3,183,296
LIABILITIES, LESS OTHER ASSETS - (0.6%)				(18,940	)
NET ASSETS - 100%			$	3,164,356

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

35

Statements of Assets and Liabilities

October 31, 2014

	TARGET INCOME		TARGET 2010		TARGET 2015		TARGET 2020		TARGET 2025		TARGET 2030
ASSETS:
Total investments in Underlying Series:
At value*	$	77,491,610	$	49,064,839	$	9,592,749	$	179,666,636	$	24,373,883	$	197,819,371
Receivable from Advisor (Note 3)		10,776		11,093		7,591		5,613		7,848		9,267
Receivable for shares of Underlying Series sold		120,362		1,365,348		—		9,313,830		—		9,495,026
Receivable for fund shares sold		9,191		16,850		1,740		76,666		14,920		190,033
Prepaid expenses		3,232		—		—		—		—		—
TOTAL ASSETS		77,635,171		50,458,130		9,602,080		189,062,745		24,396,651		207,513,697
LIABILITIES:
Accrued distribution and service (Rule 12b-1) fees (Note 3)		16,661		8,429		1,341		33,005		3,117		37,112
Accrued fund accounting and administration fees (Note 3)		13,032		12,869		8,062		13,764		13,228		13,855
Accrued transfer agent fees (Note 3)		1,851		1,625		350		1,842		385		3,221
Accrued Chief Compliance Officer service fees (Note 3)		407		407		815		407		815		407
Payable for fund shares repurchased		129,553		1,382,145		4		9,389,368		470		9,679,572
Audit fees payable		14,251		14,196		16,416		14,533		16,416		14,542
Payable for shares of Underlying Series purchased		—		—		1,736		—		14,450		—
Other payables and accrued expenses		1,953		4,625		1,527		8,853		1,700		7,738
TOTAL LIABILITIES		177,708		1,424,296		30,251		9,461,772		50,581		9,756,447
TOTAL NET ASSETS	$	77,457,463	$	49,033,834	$	9,571,829	$	179,600,973	$	24,346,070	$	197,757,250
NET ASSETS CONSIST OF:
Capital stock		71,545		47,357		7,913		166,919		18,739		171,538
Additional paid-in-capital		69,062,725		43,883,905		9,077,335		155,761,771		22,850,398		163,077,219
Undistributed net investment income		84,716		56,017		7,074		154,054		18,134		138,372
Accumulated net realized gain on Underlying Series		5,031,854		3,162,221		310,688		14,211,657		938,594		19,100,737
Net unrealized appreciation on Underlying Series		3,206,623		1,884,334		168,819		9,306,572		520,205		15,269,384
TOTAL NET ASSETS	$	77,457,463	$	49,033,834	$	9,571,829	$	179,600,973	$	24,346,070	$	197,757,250
Class K
Net Assets	$	52,442,177	$	31,262,015	$	3,199,537	$	95,364,420	$	7,501,368	$	118,787,900
Shares Outstanding		4,836,510		3,021,465		265,000		8,858,315		576,769		10,314,669
Net Asset Value, Offering Price, and Redemption Price per share	$	10.84	$	10.35	$	12.07	$	10.77	$	13.01	$	11.52
Class R
Net Assets	$	13,405,592	$	3,093,714	$	1,586,990	$	22,563,970	$	3,798,517	$	20,893,878
Shares Outstanding		1,251,183		302,329		131,296		2,128,468		291,725		1,836,901
Net Asset Value, Offering Price, and Redemption Price per share	$	10.71	$	10.23	$	12.09	$	10.60	$	13.02	$	11.37
Class I
Net Assets	$	11,609,694	$	14,678,105	$	4,785,302	$	61,672,583	$	13,046,185	$	58,075,472
Shares Outstanding		1,066,800		1,411,950		395,038		5,705,161		1,005,451		5,002,222
Net Asset Value, Offering Price, and Redemption Price per share	$	10.88	$	10.40	$	12.11	$	10.81	$	12.98	$	11.61
*At identified cost	$	74,284,987	$	47,180,505	$	9,423,930	$	170,360,064	$	23,853,678	$	182,549,987

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

36

Statements of Assets and Liabilities

October 31, 2014

	TARGET 2035		TARGET 2040		TARGET 2045		TARGET 2050		TARGET 2055
ASSETS:
Total investments in Underlying Series:
At value*	$	17,804,412	$	133,429,920	$	7,789,209	$	64,776,991	$	3,183,296
Receivable from Advisor (Note 3)		7,500		10,744		6,776		13,726		8,624
Receivable for shares of Underlying Series sold		—		—		—		954,072		—
Receivable for fund shares sold		17,934		102,281		19,699		34,457		12,391
TOTAL ASSETS		17,829,846		133,542,945		7,815,684		65,779,246		3,204,311
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		13,293		13,377		13,395		12,916		13,428
Accrued distribution and service (Rule 12b-1) fees (Note 3)		2,260		24,010		1,356		12,189		607
Accrued transfer agent fees (Note 3)		372		2,131		349		2,556		627
Accrued Chief Compliance Officer service fees (Note 3)		815		407		815		407		815
Payable for fund shares repurchased		—		6,316,341		2,555		985,091		—
Payable for shares of Underlying Series purchased		17,934		89,627		19,662		—		6,859
Audit fees payable		16,416		14,374		16,416		14,205		16,416
Other payables and accrued expenses		1,807		6,804		1,044		4,108		1,203
TOTAL LIABILITIES		52,897		6,467,071		55,592		1,031,472		39,955
TOTAL NET ASSETS	$	17,776,949	$	127,075,874	$	7,760,092	$	64,747,774	$	3,164,356
NET ASSETS CONSIST OF:
Capital stock		12,946		101,635		5,422		47,144		2,268
Additional paid-in-capital		16,618,820		99,216,457		7,296,090		51,421,421		3,081,349
Undistributed net investment income		9,906		58,428		1,632		18,130		1,384
Accumulated net realized gain on Underlying Series		741,254		16,464,667		305,505		6,946,535		58,467
Net unrealized appreciation on Underlying Series		394,023		11,234,687		151,443		6,314,544		20,888
TOTAL NET ASSETS	$	17,776,949	$	127,075,874	$	7,760,092	$	64,747,774	$	3,164,356
Class K
Net Assets	$	5,378,203	$	83,655,030	$	3,041,237	$	47,530,867	$	1,777,453
Shares Outstanding		392,337		6,694,495		212,369		3,462,926		127,471
Net Asset Value, Offering Price, and Redemption Price per share	$	13.71	$	12.50	$	14.32	$	13.73	$	13.94
Class R
Net Assets	$	2,911,435	$	10,468,658	$	1,825,263	$	5,140,143	$	515,208
Shares Outstanding		212,150		849,224		128,113		377,882		37,248
Net Asset Value, Offering Price, and Redemption Price per share	$	13.72	$	12.33	$	14.25	$	13.60	$	13.83
Class I
Net Assets	$	9,487,311	$	32,952,186	$	2,893,592	$	12,076,764	$	871,695
Shares Outstanding		690,129		2,619,731		201,679		873,640		62,035
Net Asset Value, Offering Price, and Redemption Price per share	$	13.75	$	12.58	$	14.35	$	13.82	$	14.05
*At identified cost	$	17,410,389	$	122,195,233	$	7,637,766	$	58,462,447	$	3,162,408

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

37

Statements of Operations

For the Year Ended October 31, 2014

	TARGET INCOME			TARGET 2010			TARGET 2015			TARGET 2020			TARGET 2025			TARGET 2030
INVESTMENT INCOME:
Income distributions from Underlying Series	$	1,474,478		$	889,259		$	88,457		$	2,612,113		$	214,652		$	2,330,924
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		127,038			76,671			6,525			227,876			13,316			272,645
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)		67,557			24,186			7,116			156,737			14,672			151,113
Fund accounting and administration fees (Note 3)		43,622			43,075			39,566			46,149			42,348			46,364
Transfer agent fees (Note 3)		7,837			6,866			6,520			9,130			7,038			13,204
Chief Compliance Officer service fees (Note 3)		3,161			3,161			3,364			3,161			3,364			3,161
Directors’ fees (Note 3)		632			452			118			1,033			243			1,741
Registration and filing fees		45,553			43,321			41,801			45,534			42,634			47,617
Audit fees		16,951			16,838			18,503			17,572			18,519			17,601
Custodian fees		1,841			3,668			2,890			3,673			2,910			3,670
Miscellaneous		10,623			8,353			2,698			20,265			3,249			21,741
Total Expenses		327,967			229,470			129,101			542,136			149,795			587,837
Less reduction of expenses (Note 3)		(92,364	)		(100,691	)		(111,599	)		(55,016	)		(111,347	)		(58,298	)
Net Expenses		235,603			128,779			17,502			487,120			38,448			529,539
NET INVESTMENT INCOME		1,238,875			760,480			70,955			2,124,993			176,204			1,801,385
REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES:
Net realized gain on Underlying Series		2,011,041			1,039,033			98,110			4,495,349			174,777			5,147,906
Distributions of realized gains from Underlying Series		3,773,118			2,669,735			267,474			12,138,459			943,182			18,450,326
Net change in unrealized depreciation on Underlying Series		(3,131,769	)		(1,773,778	)		(56,491	)		(7,997,262	)		(138,919	)		(11,533,034	)
NET REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES		2,652,390			1,934,990			309,093			8,636,546			979,040			12,065,198
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,891,265		$	2,695,470		$	380,048		$	10,761,539		$	1,155,244		$	13,866,583

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

38

Statements of Operations

For the Year Ended October 31, 2014

	TARGET 2035			TARGET 2040			TARGET 2045			TARGET 2050			TARGET 2055
INVESTMENT INCOME:
Income distributions from Underlying Series	$	114,215		$	1,041,905		$	33,281		$	407,217		$	14,654
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		9,235			197,772			5,385			107,332			3,173
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)		10,406			83,329			7,127			28,708			1,388
Fund accounting and administration fees (Note 3)		42,228			44,762			42,026			43,154			41,947
Transfer agent fees (Note 3)		6,835			9,439			6,972			10,338			7,132
Chief Compliance Officer service fees (Note 3)		3,364			3,161			3,364			3,161			3,365
Directors’ fees (Note 3)		186			1,000			143			1,011			145
Registration and filing fees		41,735			45,624			40,913			45,182			42,379
Audit fees		18,509			17,235			18,497			16,869			18,492
Custodian fees		2,910			3,674			1,388			1,840			1,280
Miscellaneous		2,968			15,225			2,677			10,912			2,401
Total Expenses		138,520			425,316			129,884			272,774			121,705
Less reduction of expenses (Note 3)		(112,361	)		(77,349	)		(113,262	)		(103,243	)		(116,109	)
Net Expenses		26,159			347,967			16,622			169,531			5,596
NET INVESTMENT INCOME		88,056			693,938			16,659			237,686			9,058
REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES:
Net realized gain (loss) on Underlying Series		105,919			5,287,280			64,318			1,768,558			(7,625	)
Distributions of realized gains from Underlying Series		839,412			15,114,458			329,673			7,082,203			90,486
Net change in unrealized depreciation on Underlying Series		(187,795	)		(11,061,373	)		(49,287	)		(4,458,605	)		531
NET REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES		757,536			9,340,365			344,704			4,392,156			83,392
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	845,592		$	10,034,303		$	361,363		$	4,629,842		$	92,450

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

39

Statements of Changes in Net Assets

	TARGET INCOME FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13			TARGET 2010 FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13			TARGET 2015 FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,238,875		$	985,895		$	760,480		$	680,462		$	70,955		$	23,211
Net realized gain on Underlying Series		2,011,041			1,571,377			1,039,033			801,575			98,110			37,989
Distributions of realized gains from Underlying Series		3,773,118			1,506,602			2,669,735			1,309,091			267,474			84
Net change in unrealized appreciation/(depreciation) on Underlying Series		(3,131,769	)		605,343			(1,773,778	)		1,949,056			(56,491	)		225,276
Net increase from operations		3,891,265			4,669,217			2,695,470			4,740,184			380,048			286,560
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(1,286,422	)		(1,027,970	)		(753,747	)		(551,988	)		(30,155	)		(5,261	)
From net investment income (Class R)		(327,839	)		(70,541	)		(110,947	)		(80,517	)		(23,380	)		(1,446	)
From net investment income (Class C)		(21,877	)		(15,052	)		(17,249	)		(15,758	)		(2	)		—
From net investment income (Class I)		(323,245	)		(170,895	)		(414,192	)		(276,764	)		(68,175	)		(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)		(45,468	)		(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		(4,761,792	)		(3,502,912	)		(3,169,820	)		(2,410,812	)		(159,812	)		(20,248	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		4,698,848			15,365,341			(2,060,536	)		3,875,933			3,697,875			5,385,487
Net increase (decrease) in net assets		3,828,321			16,531,646			(2,534,886	)		6,205,305			3,918,111			5,651,799
NET ASSETS:
Beginning of year		73,629,142			57,097,496			51,568,720			45,363,415			5,653,718			1,919
End of year1	$	77,457,463		$	73,629,142		$	49,033,834		$	51,568,720		$	9,571,829		$	5,653,718
1 Including undistributed net investment income (distributions in excess of net investment income):	$	84,716		$	55,670		$	56,017		$	48,191		$	7,074		$	2,977

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

40

Statements of Changes in Net Assets

	TARGET 2020 FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13			TARGET 2025 FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13			TARGET 2030 FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	2,124,993		$	1,869,623		$	176,204		$	44,902		$	1,801,385		$	1,436,230
Net realized gain on Underlying Series		4,495,349			2,390,347			174,777			36,657			5,147,906			1,371,264
Distributions of realized gains from Underlying Series		12,138,459			5,325,570			943,182			2,173			18,450,326			5,135,966
Net change in unrealized appreciation/(depreciation) on Underlying Series		(7,997,262	)		12,707,860			(138,919	)		656,686			(11,533,034	)		20,531,082
Net increase from operations		10,761,539			22,293,400			1,155,244			740,418			13,866,583			28,474,542
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(2,003,878	)		(1,414,259	)		(44,898	)		(2,961	)		(2,972,409	)		(1,072,641	)
From net investment income (Class R)		(644,604	)		(350,392	)		(53,128	)		(1,291	)		(799,542	)		(245,172	)
From net investment income (Class C)		(58,853	)		(50,975	)		(11,088	)		(1,380	)		(73,376	)		(22,710	)
From net investment income (Class I)		(1,689,048	)		(1,011,041	)		(234,992	)		(32,739	)		(2,002,890	)		(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		(11,165,320	)		(7,519,033	)		(382,786	)		(38,371	)		(11,714,385	)		(6,542,388	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		(7,536,690	)		43,056,205			11,375,142			11,448,349			9,224,721			37,685,103
Net increase (decrease) in net assets		(7,940,471	)		57,830,572			12,147,600			12,150,396			11,376,919			59,617,257
NET ASSETS:
Beginning of year		187,541,444			129,710,872			12,198,470			48,074			186,380,331			126,763,074
End of year1	$	179,600,973		$	187,541,444		$	24,346,070		$	12,198,470		$	197,757,250		$	186,380,331
1 Including undistributed net investment income (distributions in excess of net investment income):	$	154,054		$	132,217		$	18,134		$	6,866		$	138,372		$	101,598

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

41

Statements of Changes in Net Assets

	TARGET 2035 FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13			TARGET 2040 FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13			TARGET 2045 FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	88,056		$	25,297		$	693,938		$	497,575		$	16,659		$	2,536
Net realized gain on Underlying Series		105,919			54,240			5,287,280			2,253,454			64,318			12,629
Distributions of realized gains from Underlying Series		839,412			2,191			15,114,458			2,590,479			329,673			486
Net change in unrealized appreciation (depreciation) on Underlying Series		(187,795	)		582,026			(11,061,373	)		16,567,825			(49,287	)		200,938
Net increase from operations		845,592			663,754			10,034,303			21,909,333			361,363			216,589
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(32,455	)		(1,620	)		(2,662,847	)		(336,191	)		(18,145	)		(224	)
From net investment income (Class R)		(46,705	)		(1,871	)		(580,648	)		(36,913	)		(24,268	)		(658	)
From net investment income (Class C)		(1,555	)		(137	)		(45,590	)		(1,132	)		(17,240	)		(236	)
From net investment income (Class I)		(205,599	)		(17,671	)		(1,310,168	)		(195,310	)		(43,848	)		(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		(342,653	)		(21,299	)		(9,376,116	)		(2,560,457	)		(116,535	)		(2,622	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)		9,246,251			7,367,238			7,945,058			14,796,016			4,228,653			3,057,612
Net increase in net assets		9,749,190			8,009,693			8,603,245			34,144,892			4,473,481			3,271,579
NET ASSETS:
Beginning of year		8,027,759			18,066			118,472,629			84,327,737			3,286,611			15,032
End of year1	$	17,776,949		$	8,027,759		$	127,075,874		$	118,472,629		$	7,760,092		$	3,286,611
1 Including undistributed net investment income (distributions in excess of net investment income):	$	9,906		$	4,176		$	58,428		$	27,546		$	1,632		$	—

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

42

Statements of Changes in Net Assets

	TARGET 2050 FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13			TARGET 2055 FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	237,686		$	147,114		$	9,058		$	(293	)
Net realized gain (loss) on Underlying Series		1,768,558			469,877			(7,625	)		22,963
Distributions of realized gains from Underlying Series		7,082,203			982,607			90,486			19
Net change in unrealized appreciation/(depreciation) on Underlying Series		(4,458,605	)		7,883,077			531			20,309
Net increase from operations		4,629,842			9,482,675			92,450			42,998
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(1,510,958	)		(112,230	)		(13,246	)		—
From net investment income (Class R)		(196,518	)		(6,865	)		(3,695	)		—
From net investment income (Class C)		(49,327	)		—			(33	)		—
From net investment income (Class I)		(368,776	)		(31,572	)		(14,949	)		—
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		(3,577,597	)		(260,092	)		(54,756	)		—
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)		11,631,104			9,544,226			2,501,007			582,008
Net increase in net assets		12,683,349			18,766,809			2,538,701			625,006
NET ASSETS:
Beginning of year		52,064,425			33,297,616			625,655			649
End of year1	$	64,747,774		$	52,064,425		$	3,164,356		$	625,655
1 Including undistributed net investment income (distributions in excess of net investment income):	$	18,130		$	3,455		$	1,384		$	—

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

43

Financial Highlights

TARGET INCOME SERIES CLASS K	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.00		$	10.86		$	10.86		$	11.02		$	10.13
Income from investment operations:
Net investment income1,2		0.18			0.18			0.22			0.23			0.19
Net realized and unrealized gain on Underlying Series		0.37			0.63			0.48			0.06			0.92
				��
Total from investment operations		0.55			0.81			0.70			0.29			1.11
Less distributions to shareholders:
From net investment income		(0.29	)		(0.24	)		(0.25	)		(0.33	)		(0.19	)
From net realized gain on investments		(0.42	)		(0.43	)		(0.45	)		(0.12	)		(0.03	)
Total distributions to shareholders		(0.71	)		(0.67	)		(0.70	)		(0.45	)		(0.22	)
Net asset value - End of year	$	10.84		$	11.00		$	10.86		$	10.86		$	11.02
Net assets - End of year (000’s omitted)	$	52,442		$	47,676		$	45,926		$	44,682		$	46,886
Total return3		5.35	%		7.83	%		6.98	%		2.77	%		11.22	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%4		0.30	%4		0.30	%5		0.30	%6		0.28	%7,8
Net investment income2		1.63	%		1.69	%		2.07	%		2.11	%		1.83	%
Series portfolio turnover9		15	%		14	%		16	%		14	%		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:
		0.12	%4		0.16	%4		0.20	%5		0.22	%6		0.25	%7
TARGET INCOME SERIES CLASS R	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.89		$	10.76		$	10.77		$	10.93		$	10.08
Income from investment operations:
Net investment income1,2		0.15			0.07			0.09			0.16			0.09
Net realized and unrealized gain on Underlying Series		0.36			0.70			0.58			0.10			0.99
Total from investment operations		0.51			0.77			0.67			0.26			1.08
Less distributions to shareholders:
From net investment income		(0.27	)		(0.21	)		(0.23	)		(0.30	)		(0.20	)
From net realized gain on investments		(0.42	)		(0.43	)		(0.45	)		(0.12	)		(0.03	)
Total distributions to shareholders		(0.69	)		(0.64	)		(0.68	)		(0.42	)		(0.23	)
Net asset value - End of year	$	10.71		$	10.89		$	10.76		$	10.77		$	10.93
Net assets - End of year (000’s omitted)	$	13,406		$	13,475		$	3,853		$	553		$	347
Total return3		5.00	%		7.52	%		6.77	%		2.50	%		10.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4		0.55	%4		0.55	%5		0.55	%6		0.54	%7,8
Net investment income2		1.40	%		0.66	%		0.84	%		1.47	%		0.81	%
Series portfolio turnover9		15	%		14	%		16	%		14	%		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:
		0.12	%4		0.14	%4		0.20	%5		0.22	%6		0.37	%7

¹Calculated based on average shares outstanding during the years.

² Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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.

44

Financial Highlights

TARGET INCOME SERIES CLASS I	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.04		$	10.90		$	10.89		$	11.05		$	10.17
Income from investment operations:
Net investment income1,2		0.21			0.19			0.24			0.07			0.19
Net realized and unrealized gain on Underlying Series		0.37			0.65			0.50			0.25			0.94
Total from investment operations		0.58			0.84			0.74			0.32			1.13
Less distributions to shareholders:
From net investment income		(0.32	)		(0.27	)		(0.28	)		(0.36	)		(0.22	)
From net realized gain on investments		(0.42	)		(0.43	)		(0.45	)		(0.12	)		(0.03	)
Total distributions to shareholders		(0.74	)		(0.70	)		(0.73	)		(0.48	)		(0.25	)
Net asset value - End of year	$	10.88		$	11.04		$	10.90		$	10.89		$	11.05
Net assets - End of year (000’s omitted)	$	11,610		$	11,271		$	6,300		$	4,068		$	298
Total return3		5.59	%		8.09	%		7.34	%		3.00	%		11.44	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%4		0.05	%5		0.05	%6		0.05	%7
Net investment income2		1.92	%		1.76	%		2.30	%		0.68	%		1.85	%
Series portfolio turnover8		15	%		14	%		16	%		14	%		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:
		0.12	%4		0.16	%4		0.20	%5		0.23	%6		0.33	%7

¹Calculated based on average shares outstanding during the years.

² Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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.

45

Financial Highlights

TARGET 2010 SERIES CLASS K	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.45		$	10.00		$	10.56		$	10.64		$	9.58
Income from investment operations:
Net investment income1,2		0.15			0.14			0.18			0.20			0.12
Net realized and unrealized gain on Underlying Series		0.40			0.84			0.48			0.10			1.10
Total from investment operations		0.55			0.98			0.66			0.30			1.22
Less distributions to shareholders:
From net investment income		(0.26	)		(0.20	)		(0.25	)		(0.18	)		(0.14	)
From net realized gain on investments		(0.39	)		(0.33	)		(0.97	)		(0.20	)		(0.02	)
Total distributions to shareholders		(0.65	)		(0.53	)		(1.22	)		(0.38	)		(0.16	)
Net asset value - End of year	$	10.35		$	10.45		$	10.00		$	10.56		$	10.64
Net assets - End of year (000’s omitted)	$	31,262		$	29,949		$	27,086		$	23,653		$	27,904
Total return3		5.56	%		10.20	%		7.39	%		2.97	%		12.85	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%4		0.30	%4		0.30	%5		0.30	%6		0.29	%7,8
Net investment income2		1.45	%		1.39	%		1.85	%		1.84	%		1.20	%
Series portfolio turnover9		39	%		32	%		30	%		48	%		11	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.20	%4		0.21	%4		0.27	%5		0.30	%6		0.42	%7
TARGET 2010 SERIES CLASS R	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.36		$	9.92		$	10.48		$	10.57		$	9.54
Income from investment operations:
Net investment income1,2		0.12			0.11			0.16			0.14			0.12
Net realized and unrealized gain on Underlying Series		0.37			0.83			0.48			0.13			1.07
Total from investment operations		0.49			0.94			0.64			0.27			1.19
Less distributions to shareholders:
From net investment income		(0.23	)		(0.17	)		(0.23	)		(0.16	)		(0.14	)
From net realized gain on investments		(0.39	)		(0.33	)		(0.97	)		(0.20	)		(0.02	)
Total distributions to shareholders		(0.62	)		(0.50	)		(1.20	)		(0.36	)		(0.16	)
Net asset value - End of year	$	10.23		$	10.36		$	9.92		$	10.48		$	10.57
Net assets - End of year (000’s omitted)	$	3,094		$	5,246		$	4,793		$	4,885		$	3,655
Total return3		5.00	%		9.84	%		7.21	%		2.67	%		12.64	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4		0.55	%4		0.55	%5		0.55	%6		0.52	%7,8
Net investment income2		1.18	%		1.11	%		1.65	%		1.32	%		1.16	%
Series portfolio turnover9		39	%		32	%		30	%		48	%		11	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.20	%4		0.21	%4		0.27	%5		0.31	%6		0.41	%7

¹Calculated based on average shares outstanding during the years.

² Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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.

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.

46

Financial Highlights

TARGET 2010 SERIES CLASS I	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.50		$	10.04		$	10.60		$	10.68		$	9.62
Income from investment operations:
Net investment income1,2		0.18			0.16			0.21			0.08			0.14
Net realized and unrealized gain on Underlying Series		0.40			0.85			0.48			0.25			1.10
Total from investment operations		0.58			1.01			0.69			0.33			1.24
Less distributions to shareholders:
From net investment income		(0.29	)		(0.22	)		(0.28	)		(0.21	)		(0.16	)
From net realized gain on investments		(0.39	)		(0.33	)		(0.97	)		(0.20	)		(0.02	)
Total distributions to shareholders		(0.68	)		(0.55	)		(1.25	)		(0.41	)		(0.18	)
Net asset value - End of year	$	10.40		$	10.50		$	10.04		$	10.60		$	10.68
Net assets - End of year (000’s omitted)	$	14,678		$	15,305		$	12,026		$	9,966		$	1,465
Total return3		5.80	%		10.53	%		7.67	%		3.20	%		13.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%4		0.05	%5		0.05	%6		0.05	%7
Net investment income2		1.76	%		1.57	%		2.16	%		0.81	%		1.44	%
Series portfolio turnover8		39	%		32	%		30	%		48	%		11	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.20	%4		0.21	%4		0.27	%5		0.32	%6		0.43	%7

¹Calculated based on average shares outstanding during the years.

² Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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%.

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.

47

Financial Highlights

TARGET 2015 SERIES CLASS K	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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)2,3		0.10			0.15			(0.01	)
Net realized and unrealized gain on Underlying Series		0.53			1.25			0.60
Total from investment operations		0.63			1.40			0.59
Less distributions to shareholders:
From net investment income		(0.26	)		(0.20	)		—
From net realized gain on investments		(0.09	)		—			—
Total distributions to shareholders		(0.35	)		(0.20	)		—
Net asset value - End of period	$	12.07		$	11.79		$	10.59
Net assets - End of period (000’s omitted)	$	3,200		$	1,019		$	1,498	4
Total return5		5.45	%		13.45	%		5.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%6		0.30	%6		0.30	%7,8
Net investment income (loss)3		0.80	%		1.34	%		(0.30	%)7
Series portfolio turnover9		46	%		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:
		1.41	%6		6.06	%6		9,646	%7,8,11
TARGET 2015 SERIES CLASS R	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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)2,3		0.07			0.01			(0.02	)
Net realized and unrealized gain on Underlying Series		0.53			1.39			0.61
Total from investment operations		0.60			1.40			0.59
Less distributions to shareholders:
From net investment income		(0.23	)		(0.18	)		—
From net realized gain on investments		(0.09	)		—			—
Total distributions to shareholders		(0.32	)		(0.18	)		—
Net asset value - End of period	$	12.09		$	11.81		$	10.59
Net assets - End of period (000’s omitted)	$	1,587		$	1,015		$	106	4
Total return5		5.22	%		13.36	%		5.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%6		0.55	%6		0.55	%7,8
Net investment income (loss)3		0.60	%		0.11	%		(0.55	%)7
Series portfolio turnover9		46	%		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:
		1.47	%6		3.45	%6		10,644	%7,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³ Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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

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

⁷Annualized.

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

48

Financial Highlights

TARGET 2015 SERIES CLASS I	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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 income2,3		0.14			0.11			—	4
Net realized and unrealized gain on Underlying Series		0.51			1.32			0.61
Total from investment operations		0.65			1.43			0.61
Less distributions to shareholders:
From net investment income		(0.28	)		(0.21	)		—
From net realized gain on investments		(0.09	)		—			—
Total distributions to shareholders		(0.37	)		(0.21	)		—
Net asset value - End of period	$	12.11		$	11.83		$	10.61
Net assets - End of period (000’s omitted)	$	4,785		$	3,619		$	209	5
Total return6		5.67	%		13.71	%		6.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%7		0.05	%7		0.05	%8,9
Net investment income (loss)3		1.12	%		1.01	%		(0.05	%)8
Series portfolio turnover10		46	%		50	%		—	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:
		1.46	%7		4.09	%7		9,682	%8,9,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

⁴Less than $0.01.

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

⁶Represents aggregate total return for the periods indicated. Total return would have been lower had certain expenses not been reimbursed. Periods less than one year are not annualized.

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.

⁸Annualized.

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

49

Financial Highlights

TARGET 2020 SERIES CLASS K	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.79		$	9.89		$	10.12		$	10.33		$	9.16
Income from investment operations:
Net investment income1,2		0.11			0.12			0.17			0.20			0.13
Net realized and unrealized gain on Underlying Series		0.51			1.33			0.54			0.12			1.23
Total from investment operations		0.62			1.45			0.71			0.32			1.36
Less distributions to shareholders:
From net investment income		(0.25	)		(0.20	)		(0.21	)		(0.19	)		(0.17	)
From net realized gain on investments		(0.39	)		(0.35	)		(0.73	)		(0.34	)		(0.02	)
Total distributions to shareholders		(0.64	)		(0.55	)		(0.94	)		(0.53	)		(0.19	)
Net asset value - End of year	$	10.77		$	10.79		$	9.89		$	10.12		$	10.33
Net assets - End of year (000’s omitted)	$	95,364		$	82,841		$	67,039		$	56,290		$	64,613
Total return3		6.14	%		15.43	%		8.08	%		3.14	%		14.89	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%4		0.30	%4		0.30	%5		0.30	%6		0.29	%7,8
Net investment income2		1.06	%		1.20	%		1.72	%		1.97	%		1.38	%
Series portfolio turnover9		37	%		19	%		24	%		49	%		20	%
*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	%4		0.05	%4		0.08	%5		0.10	%6		0.17	%7
TARGET 2020 SERIES CLASS R	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.66		$	9.78		$	10.02		$	10.24		$	9.10
Income from investment operations:
Net investment income1,2		0.09			0.09			0.14			0.15			0.12
Net realized and unrealized gain on Underlying Series		0.47			1.32			0.54			0.14			1.21
Total from investment operations		0.56			1.41			0.68			0.29			1.33
Less distributions to shareholders:
From net investment income		(0.23	)		(0.18	)		(0.19	)		(0.17	)		(0.17	)
From net realized gain on investments		(0.39	)		(0.35	)		(0.73	)		(0.34	)		(0.02	)
Total distributions to shareholders		(0.62	)		(0.53	)		(0.92	)		(0.51	)		(0.19	)
Net asset value - End of year	$	10.60		$	10.66		$	9.78		$	10.02		$	10.24
Net assets - End of year (000’s omitted)	$	22,564		$	30,393		$	19,150		$	16,105		$	12,229
Total return3		5.55	%		15.07	%		7.82	%		2.85	%		14.72	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4		0.55	%4		0.55	%5		0.55	%6		0.52	%7,8
Net investment income2		0.83	%		0.85	%		1.47	%		1.48	%		1.25	%
Series portfolio turnover9		37	%		19	%		24	%		49	%		20	%
*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	%4		0.05	%4		0.08	%5		0.10	%6		0.18	%7

¹Calculated based on average shares outstanding during the years.

²Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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.

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.

50

Financial Highlights

TARGET 2020 SERIES CLASS I	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.83		$	9.93		$	10.16		$	10.37		$	9.19
Income from investment operations:
Net investment income1,2		0.16			0.14			0.20			0.09			0.18
Net realized and unrealized gain on Underlying Series		0.49			1.34			0.54			0.25			1.21
Total from investment operations		0.65			1.48			0.74			0.34			1.39
Less distributions to shareholders:
From net investment income		(0.28	)		(0.23	)		(0.24	)		(0.21	)		(0.19	)
From net realized gain on investments		(0.39	)		(0.35	)		(0.73	)		(0.34	)		(0.02	)
Total distributions to shareholders		(0.67	)		(0.58	)		(0.97	)		(0.55	)		(0.21	)
Net asset value - End of year	$	10.81		$	10.83		$	9.93		$	10.16		$	10.37
Net assets - End of year (000’s omitted)	$	61,673		$	70,556		$	39,523		$	25,262		$	3,474
Total return3		6.37	%		15.65	%		8.36	%		3.37	%		15.24	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%4		0.05	%5		0.05	%6		0.05	%7
Net investment income2		1.48	%		1.34	%		2.10	%		0.85	%		1.89	%
Series portfolio turnover8		37	%		19	%		24	%		49	%		20	%
*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	%4		0.05	%4		0.08	%5		0.11	%6		0.19	%7

¹Calculated based on average shares outstanding during the years.

²Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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.

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.

51

Financial Highlights

TARGET 2025 SERIES CLASS K	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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)2,3		0.09			0.09			(0.01	)
Net realized and unrealized gain on Underlying Series		0.80			1.85			0.78
Total from investment operations		0.89			1.94			0.77
Less distributions to shareholders:
From net investment income		(0.34	)		(0.21	)		—
From net realized gain on investments		(0.04	)		—			—
Total distributions to shareholders		(0.38	)		(0.21	)		—
Net asset value - End of period	$	13.01		$	12.50		$	10.77
Net assets - End of period (000’s omitted)	$	7,501		$	710		$	47,648	4
Total return5		7.28	%		18.32	%		7.70	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%6		0.30	%6		0.30	%7,8
Net investment income (loss)3		0.66	%		0.80	%		(0.30	%)7
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:
		0.59	%6		10.70	%6		259	%7,8,11
TARGET 2025 SERIES CLASS R	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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)2,3		0.10			(0.01	)		(0.02	)
Net realized and unrealized gain on Underlying Series		0.75			1.98			0.77
Total from investment operations		0.85			1.97			0.75
Less distributions to shareholders:
From net investment income		(0.32	)		(0.19	)		—
From net realized gain on investments		(0.04	)		—			—
Total distributions to shareholders		(0.36	)		(0.19	)		—
Net asset value - End of period	$	13.02		$	12.53		$	10.75
Net assets - End of period (000’s omitted)	$	3,799		$	1,540		$	108	4
Total return5		6.93	%		18.61	%		7.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%6		0.55	%6		0.55	%7,8
Net investment income (loss)3		0.75	%		(0.10	%)		(0.55	%)7
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:
		0.62	%6		1.75	%6		3,129	%7,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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

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

⁷Annualized.

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

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

¹⁰Less than 1%.

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

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

52

Financial Highlights

TARGET 2025 SERIES CLASS I	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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 income2,3		0.16			0.12			—	4
Net realized and unrealized gain on Underlying Series		0.75			1.81			0.77
Total from investment operations		0.91			1.93			0.77
Less distributions to shareholders:
From net investment income		(0.36	)		(0.23	)		—
From net realized gain on investments		(0.04	)		—			—
Total distributions to shareholders		(0.40	)		(0.23	)		—
Net asset value - End of period	$	12.98		$	12.47		$	10.77
Net assets - End of period (000’s omitted)	$	13,046		$	9,373		$	211	5
Total return6		7.51	%		18.26	%		7.70	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%7		0.05	%7		0.05	%8,9
Net investment income (loss)3		1.22	%		1.03	%		(0.05	%)8
Series portfolio turnover10		30	%		22	%		—	11
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.64	%7		1.43	%7		1,967	%8,9,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

⁴Less than $0.01.

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

⁶Represents aggregate total return for the periods indicated. Total return would have been lower had certain expenses not been reimbursed. Periods less than one year are not annualized.

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.

⁸Annualized.

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.

53

Financial Highlights

TARGET 2030 SERIES CLASS K	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12				10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.40		$	9.94		$	10.02			$	10.15		$	8.85
Income from investment operations:
Net investment income1,2		0.10			0.10			0.14				0.16			0.08
Net realized and unrealized gain on Underlying Series		0.73			1.86			0.66				0.16			1.36
Total from investment operations		0.83			1.96			0.80				0.32			1.44
Less distributions to shareholders:
From net investment income		(0.35	)		(0.15	)		(0.17	)			(0.15	)		(0.11	)
From net realized gain on investments		(0.36	)		(0.35	)		(0.71	)			(0.30	)		(0.03	)
Total distributions to shareholders		(0.71	)		(0.50	)		(0.88	)			(0.45	)		(0.14	)
Net asset value - End of year	$	11.52		$	11.40		$	9.94			$	10.02		$	10.15
Net assets - End of year (000’s omitted)	$	118,788		$	91,676		$	67,510			$	63,436		$	66,235
Total return3		7.67	%		20.56	%		9.12	%			3.15	%		16.34	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%4		0.30	%4		0.30	%5			0.30	%6		0.29	%7,8
Net investment income2		0.87	%		0.90	%		1.50	%			1.58	%		0.87	%
Series portfolio turnover9		27	%		9	%		62	%			40	%		15	%
*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	%4		0.05	%4		0.09	%5			0.11	%6		0.20	%7
TARGET 2030 SERIES CLASS R	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12				10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.31		$	9.87		$	9.96			$	10.09		$	8.83
Income from investment operations:
Net investment income1,2		0.07			0.07			0.09				0.11			0.06
Net realized and unrealized gain on Underlying Series		0.67			1.85			0.68				0.19			1.35
Total from investment operations		0.74			1.92			0.77				0.30			1.41
Less distributions to shareholders:
From net investment income		(0.32	)		(0.13	)		(0.15	)			(0.13	)		(0.12	)
From net realized gain on investments		(0.36	)		(0.35	)		(0.71	)			(0.30	)		(0.03	)
Total distributions to shareholders		(0.68	)		(0.48	)		(0.86	)			(0.43	)		(0.15	)
Net asset value - End of year	$	11.37		$	11.31		$	9.87			$	9.96		$	10.09
Net assets - End of year (000’s omitted)	$	20,894		$	28,034		$	18,759			$	9,243		$	7,162
Total return3		6.90	%		20.19	%		8.84	%			2.94	%		16.01	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4		0.55	%4		0.55	%5			0.55	%6		0.54	%7,8
Net investment income2		0.62	%		0.63	%		0.94	%			1.11	%		0.68	%
Series portfolio turnover9		27	%		9	%		62	%	��		40	%		15	%
*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	%4		0.05	%4		0.09	%5			0.11	%6		0.18	%7

¹Calculated based on average shares outstanding during the years.

²Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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.

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.

54

Financial Highlights

TARGET 2030 SERIES CLASS I	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.48		$	10.01		$	10.09		$	10.21		$	8.90
Income from investment operations:
Net investment income1,2		0.14			0.12			0.17			0.07			0.13
Net realized and unrealized gain on Underlying Series		0.73			1.88			0.65			0.28			1.35
Total from investment operations		0.87			2.00			0.82			0.35			1.48
Less distributions to shareholders:
From net investment income		(0.38	)		(0.18	)		(0.19	)		(0.17	)		(0.14	)
From net realized gain on investments		(0.36	)		(0.35	)		(0.71	)		(0.30	)		(0.03	)
Total distributions to shareholders		(0.74	)		(0.53	)		(0.90	)		(0.47	)		(0.17	)
Net asset value - End of year	$	11.61		$	11.48		$	10.01		$	10.09		$	10.21
Net assets - End of year (000’s omitted)	$	58,075		$	63,662		$	37,832		$	20,249		$	2,932
Total return3		7.95	%		20.81	%		9.36	%		3.47	%		16.76	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%4		0.05	%5		0.05	%6		0.05	%7
Net investment income2		1.23	%		1.14	%		1.78	%		0.74	%		1.34	%
Series portfolio turnover8		27	%		9	%		62	%		40	%		15	%
*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	%4		0.05	%4		0.09	%5		0.12	%6		0.22	%7

¹Calculated based on average shares outstanding during the years.

²Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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.

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.

55

Financial Highlights

TARGET 2035 SERIES CLASS K	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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)2,3		0.06			0.08			(0.01	)
Net realized and unrealized gain on Underlying Series		0.99			2.35			0.93	4
Total from investment operations		1.05			2.43			0.92
Less distributions to shareholders:
From net investment income		(0.46	)		(0.13	)		—
From net realized gain on investments		(0.10	)		—			—
Total distributions to shareholders		(0.56	)		(0.13	)		—
Net asset value - End of period	$	13.71		$	13.22		$	10.92
Net assets - End of period (000’s omitted)	$	5,378		$	465		$	15,034	5
Total return6		8.17	%		22.42	%		9.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%7		0.30	%7		0.30	%8,9
Net investment income (loss)3		0.44	%		0.66	%		(0.30	%)8
Series portfolio turnover10		24	%		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:
		0.83	%7		9.70	%7		4,581	%8,9,12
TARGET 2035 SERIES CLASS R	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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)2,3		0.07			—	13		(0.02	)
Net realized and unrealized gain on Underlying Series		0.93			2.44			0.93	4
Total from investment operations		1.00			2.44			0.91
Less distributions to shareholders:
From net investment income		(0.43	)		(0.10	)		—
From net realized gain on investments		(0.10	)		—			—
Total distributions to shareholders		(0.53	)		(0.10	)		—
Net asset value - End of period	$	13.72		$	13.25		$	10.91
Net assets - End of period (000’s omitted)	$	2,911		$	1,172		$	109	5
Total return6		7.82	%		22.50	%		9.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%7		0.55	%7		0.55	%8,9
Net investment income (loss)3		0.49	%		0.17	%		(0.55	%)8
Series portfolio turnover10		24	%		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:
		0.88	%7		2.38	%7		9,077	%8,9,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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 periods indicated. Total return would have been lower had certain expenses not been reimbursed. Periods less than one year are not annualized.

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.

⁸Annualized.

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.

¹³Less than $0.01.

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

56

Financial Highlights

TARGET 2035 SERIES CLASS I	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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 income2,3		0.12			0.09			—	4
Net realized and unrealized gain on Underlying Series		0.96			2.38			0.92	5
Total from investment operations		1.08			2.47			0.92
Less distributions to shareholders:
From net investment income		(0.48	)		(0.14	)		—
From net realized gain on investments		(0.10	)		—			—
Total distributions to shareholders		(0.58	)		(0.14	)		—
Net asset value - End of period	$	13.75		$	13.25		$	10.92
Net assets - End of period (000’s omitted)	$	9,487		$	6,322		$	213	6
Total return7		8.43	%		22.81	%		9.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%8		0.05	%8		0.05	%9,10
Net investment income (loss)3		0.88	%		0.75	%		(0.05	%)9
Series portfolio turnover11		24	%		18	%		—	12
*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:
		0.91	%8		2.40	%8		7,930	%9,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

⁴Less than $0.01.

⁵Amount 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.

⁶Represents the whole number without rounding to the 000s.

⁷Represents aggregate total return for the periods indicated. Total return would have been lower had certain expenses not been reimbursed. Periods less than one year are not annualized.

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.

⁹Annualized.

¹⁰Expense 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.

¹¹Reflects activity of the Series and does not include the activity of the Underlying Series.

¹²Less than 1%.

¹³The 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.

57

Financial Highlights

TARGET 2040 SERIES CLASS K	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.47		$	10.29		$	10.10		$	10.20		$	8.79
Income from investment operations:
Net investment income1,2		0.07			0.06			0.07			0.09			0.04
Net realized and unrealized gain (loss) on Underlying Series		0.94			2.43			0.74			(0.02	)		1.46
Total from investment operations		1.01			2.49			0.81			0.07			1.50
Less distributions to shareholders:
From net investment income		(0.48	)		(0.07	)		(0.08	)		(0.08	)		(0.06	)
From net realized gain on investments		(0.50	)		(0.24	)		(0.54	)		(0.09	)		(0.03	)
Total distributions to shareholders		(0.98	)		(0.31	)		(0.62	)		(0.17	)		(0.09	)
Net asset value - End of year	$	12.50		$	12.47		$	10.29		$	10.10		$	10.20
Net assets - End of year (000’s omitted)	$	83,655		$	67,576		$	51,273		$	39,853		$	42,417
Total return4		8.61	%		24.81	%		8.97	%		0.70	%		17.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%5		0.30	%5		0.30	%6		0.30	%7		0.29	%8,9
Net investment income2		0.54	%		0.49	%		0.70	%		0.88	%		0.43	%
Series portfolio turnover10		22	%		13	%		24	%		19	%		4	%
*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:
		0.06	%5		0.09	%5		0.14	%6		0.17	%7		0.32	%8
TARGET 2040 SERIES CLASS R	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.39		$	10.22		$	10.04		$	10.14		$	8.76
Income from investment operations:
Net investment income1,2		0.03			0.02			0.05			0.05			0.04
Net realized and unrealized gain (loss) on Underlying Series		0.86			2.42			0.73			—	3		1.43
Total from investment operations		0.89			2.44			0.78			0.05			1.47
Less distributions to shareholders:
From net investment income		(0.45	)		(0.03	)		(0.06	)		(0.06	)		(0.06	)
From net realized gain on investments		(0.50	)		(0.24	)		(0.54	)		(0.09	)		(0.03	)
Total distributions to shareholders		(0.95	)		(0.27	)		(0.60	)		(0.15	)		(0.09	)
Net asset value - End of year	$	12.33		$	12.39		$	10.22		$	10.04		$	10.14
Net assets - End of year (000’s omitted)	$	10,469		$	15,993		$	11,827		$	11,475		$	8,168
Total return4		7.60	%		24.50	%		8.67	%		0.50	%		16.85	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%5		0.55	%5		0.55	%6		0.55	%7		0.52	%8,9
Net investment income2		0.23	%		0.20	%		0.54	%		0.52	%		0.40	%
Series portfolio turnover10		22	%		13	%		24	%		19	%		4	%
*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:
		0.06	%5		0.09	%5		0.14	%6		0.17	%7		0.31	%8

¹Calculated based on average shares outstanding during the years.

²Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

³Less than $0.01.

⁴Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed.

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.

58

Financial Highlights

TARGET 2040 SERIES CLASS I	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.55		$	10.35		$	10.16		$	10.26		$	8.83
Income from investment operations:
Net investment income1,2		0.10			0.08			0.10			0.04			0.08
Net realized and unrealized gain on Underlying Series		0.94			2.45			0.74			0.06			1.46
Total from investment operations		1.04			2.53			0.84			0.10			1.54
Less distributions to shareholders:
From net investment income		(0.51	)		(0.09	)		(0.11	)		(0.11	)		(0.08	)
From net realized gain on investments		(0.50	)		(0.24	)		(0.54	)		(0.09	)		(0.03	)
Total distributions to shareholders		(1.01	)		(0.33	)		(0.65	)		(0.20	)		(0.11	)
Net asset value - End of year	$	12.58		$	12.55		$	10.35		$	10.16		$	10.26
Net assets - End of year (000’s omitted)	$	32,952		$	33,545		$	20,194		$	11,298		$	1,066
Total return3		8.81	%		25.16	%		9.23	%		0.93	%		17.52	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%4		0.05	%5		0.05	%6		0.05	%7
Net investment income2		0.79	%		0.71	%		0.99	%		0.35	%		0.84	%
Series portfolio turnover8		22	%		13	%		24	%		19	%		4	%
*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:
		0.06	%4		0.09	%4		0.14	%5		0.18	%6		0.36	%7

¹Calculated based on average shares outstanding during the years.

²Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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.

59

Financial Highlights

TARGET 2045 SERIES CLASS K	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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	$	13.73		$	11.01		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.03			0.03			(0.01	)
Net realized and unrealized gain on Underlying Series		1.15			2.74			1.02	4
Total from investment operations		1.18			2.77			1.01
Less distributions to shareholders:
From net investment income		(0.52	)		(0.05	)		—
From net realized gain on investments		(0.07	)		—			—
Total distributions to shareholders		(0.59	)		(0.05	)		—
Net asset value - End of period	$	14.32		$	13.73		$	11.01
Net assets - End of period (000’s omitted)	$	3,041		$	234		$	3,320	5
Total return6		8.90	%		25.23	%		10.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%7		0.30	%7		0.30	%8,9
Net investment income (loss)3		0.23	%		0.26	%		(0.30	%)8
Series portfolio turnover10		48	%		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:
		1.95	%7		17.80	%7		3,204	%8,9,12
TARGET 2045 SERIES CLASS R	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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	$	13.66		$	10.99		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.02			0.01			(0.02	)
Net realized and unrealized gain on Underlying Series		1.13			2.71			1.01	4
Total from investment operations		1.15			2.72			0.99
Less distributions to shareholders:
From net investment income		(0.49	)		(0.05	)		—
From net realized gain on investments		(0.07	)		—			—
Total distributions to shareholders		(0.56	)		(0.05	)		—
Net asset value - End of period	$	14.25		$	13.66		$	10.99
Net assets - End of period (000’s omitted)	$	1,825		$	618		$	110	5
Total return6		8.71	%		24.87	%		9.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%7		0.55	%7		0.55	%8,9
Net investment income (loss)3		0.12	%		0.11	%		(0.55	%)8
Series portfolio turnover10		48	%		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:
		2.06	%7		9.07	%7		8,326	%8,9,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³ Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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 periods indicated. Total return would have been lower had certain expenses not been reimbursed. Periods less than one year are not annualized.

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%.

⁸Annualized.

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.

60

Financial Highlights

TARGET 2045 SERIES CLASS I	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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	$	13.75		$	11.01		$	10.00
Income from investment operations:
Net investment income2,3		0.08			0.06			—	4
Net realized and unrealized gain on Underlying Series		1.14			2.74			1.01	5
Total from investment operations		1.22			2.80			1.01
Less distributions to shareholders:
From net investment income		(0.55	)		(0.06	)		—
From net realized gain on investments		(0.07	)		—			—
Total distributions to shareholders		(0.62	)		(0.06	)		—
Net asset value - End of period	$	14.35		$	13.75		$	11.01
Net assets - End of period (000’s omitted)	$	2,894		$	1,983		$	214	6
Total return7		9.15	%		25.58	%		10.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%8		0.05	%8		0.05	%9,10
Net investment income (loss)3		0.57	%		0.46	%		(0.05	%)9
Series portfolio turnover11		48	%		20	%		—	12
*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:
		2.14	%8		6.82	%8		7,036	%9,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

⁴Less than $0.01.

⁵Amount 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.

⁶Represents the whole number without rounding to the 000s.

⁷Represents aggregate total return for the periods indicated. Total return would have been lower had certain expenses not been reimbursed. Periods less than one year are not annualized.

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%.

⁹Annualized.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.84%.

¹¹Reflects activity of the Series and does not include the activity of the Underlying Series.

¹²Less than 1%.

¹³The 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.

61

Financial Highlights

TARGET 2050 SERIES CLASS K		FOR THE YEARS ENDED
		10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year		$	13.52		$	10.81		$	10.20		$	10.22		$	8.85
Income from investment operations:
Net investment income1,2			0.05			0.05			0.07			0.09			0.03
Net realized and unrealized gain (loss) on Underlying Series			1.07			2.74			0.81			(0.01	)		1.48
Total from investment operations			1.12			2.79			0.88			0.08			1.51
Less distributions to shareholders:
From net investment income			(0.54	)		(0.05	)		(0.08	)		(0.08	)		(0.06	)
From net realized gain on investments			(0.37	)		(0.03	)		(0.19	)		(0.02	)		(0.08	)
Total distributions to shareholders			(0.91	)		(0.08	)		(0.27	)		(0.10	)		(0.14	)
Net asset value - End of year		$	13.73		$	13.52		$	10.81		$	10.20		$	10.22
Net assets - End of year (000’s omitted)		$	47,531		$	36,591		$	24,759		$	18,293		$	15,242
Total return3			8.80	%		25.99	%		9.07	%		0.76	%		17.16	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.30	%4		0.30	%4		0.30	%5		0.30	%5		0.30	%6,7
Net investment income2	��		0.40	%		0.37	%		0.69	%		0.82	%		0.28	%
Series portfolio turnover8			13	%		5	%		5	%		10	%		3	%
*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:
			0.18	%4		0.26	%4		0.43	%5		0.54	%5		1.07	%6
TARGET 2050 SERIES CLASS R		FOR THE YEARS ENDED
		10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year		$	13.43		$	10.74		$	10.14		$	10.16		$	8.82
Income from investment operations:
Net investment income1,2			0.01			0.01			0.05			0.06			0.03
Net realized and unrealized gain (loss) on Underlying Series			1.04			2.73			0.80			—	9		1.44
Total from investment operations			1.05			2.74			0.85			0.06			1.47
Less distributions to shareholders:
From net investment income			(0.51	)		(0.02	)		(0.06	)		(0.06	)		(0.05	)
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	)
Net asset value - End of year		$	13.60		$	13.43		$	10.74		$	10.14		$	10.16
Net assets - End of year (000’s omitted)		$	5,140		$	5,022		$	3,448		$	2,686		$	2,154
Total return3			8.28	%		25.69	%		8.75	%		0.56	%		16.85	%
Ratios (to average net assets)/Supplemental Data:
Expenses*			0.55	%4		0.55	%4		0.55	%5		0.55	%5		0.53	%6,7
Net investment income2			0.10	%		0.11	%		0.45	%		0.55	%		0.27	%
Series portfolio turnover8			13	%		5	%		5	%		10	%		3	%
*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:
			0.18	%4		0.26	%4		0.43	%5		0.54	%5		1.44	%6

¹Calculated based on average shares outstanding during the years.

²Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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.

62

Financial Highlights

TARGET 2050 SERIES CLASS I	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.60		$	10.88		$	10.26		$	10.28		$	8.90
Income from investment operations:
Net investment income1,2		0.08			0.07			0.09			0.03			0.07
Net realized and unrealized gain on Underlying Series		1.08			2.76			0.83			0.08			1.47
Total from investment operations		1.16			2.83			0.92			0.11			1.54
Less distributions to shareholders:
From net investment income		(0.57	)		(0.08	)		(0.11	)		(0.11	)		(0.08	)
From net realized gain on investments		(0.37	)		(0.03	)		(0.19	)		(0.02	)		(0.08	)
Total distributions to shareholders		(0.94	)		(0.11	)		(0.30	)		(0.13	)		(0.16	)
Net asset value - End of year	$	13.82		$	13.60		$	10.88		$	10.26		$	10.28
Net assets - End of year (000’s omitted)	$	12,077		$	9,042		$	4,016		$	2,121		$	129
Total return3		9.07	%		26.21	%		9.39	%		0.98	%		17.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%4		0.05	%5		0.05	%5		0.05	%6
Net investment income2		0.62	%		0.57	%		0.89	%		0.25	%		0.76	%
Series portfolio turnover7		13	%		5	%		5	%		10	%		3	%
*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:
		0.18	%4		0.26	%4		0.43	%5		0.57	%5		1.90	%6

¹Calculated based on average shares outstanding during the years.

²Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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.

63

Financial Highlights

TARGET 2055 SERIES CLASS K	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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	$	13.85		$	11.04		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.06			(0.02	)		(0.01	)
Net realized and unrealized gain on Underlying Series		1.05			2.86			1.05
Total from investment operations		1.11			2.84			1.04
Less distributions to shareholders:
From net investment income		(0.55	)		(0.03	)		—
From net realized gain on investments		(0.47	)		—			—
Total distributions to shareholders		(1.02	)		(0.03	)		—
Net asset value - End of period	$	13.94		$	13.85		$	11.04
Net assets - End of period (000’s omitted)	$	1,777		$	208		$	214	4
Total return5		8.50	%		25.79	%		10.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%6		0.30	%6		0.30	%7,8
Net investment income (loss)3		0.43	%		(0.17	%)		(0.30	%)7
Series portfolio turnover9		63	%		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:
		4.79	%6		62.25	%6		19,197	%7,8,11
TARGET 2055 SERIES CLASS R	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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	$	13.77		$	11.03		$	10.00
Income (loss) from investment operations:
Net investment loss2,3		0.03			(0.01	)		(0.02	)
Net realized and unrealized gain on Underlying Series		1.04			2.77			1.05
Total from investment operations		1.07			2.76			1.03
Less distributions to shareholders:
From net investment income		(0.54	)		(0.02	)		—
From net realized gain on investments		(0.47	)		—			—
Total distributions to shareholders		(1.01	)		(0.02	)		—
Net asset value - End of period	$	13.83		$	13.77		$	11.03
Net assets - End of period (000’s omitted)	$	515		$	51		$	110	4
Total return5		8.21	%		25.01	%		10.30	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%6		0.55	%6		0.55	%7,8
Net investment loss3		0.24	%		(0.07	%)		(0.55	%)7
Series portfolio turnover9		63	%		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:
		5.39	%6		129.56	%6		19,015	%7,8,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

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

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

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

⁷Annualized.

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

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

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.

64

Financial Highlights

TARGET 2055 SERIES CLASS I	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/14			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	$	13.94		$	11.05		$	10.00
Income from investment operations:
Net investment income2,3		0.08			—	4		—	4
Net realized and unrealized gain (loss) on Underlying Series		1.07			2.94			1.05
Total from investment operations		1.15			2.94			1.05
Less distributions to shareholders:
From net investment income		(0.57	)		(0.05	)		—
From net realized gain on investments		(0.47	)		—			—
Total distributions to shareholders		(1.04	)		(0.05	)		—
Net asset value - End of period	$	14.05			13.94			11.05
Net assets - End of period (000’s omitted)	$	872		$	366		$	215	5
Total return6		8.75	%		26.67	%		10.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%7		0.05	%7		0.05	%8,9
Net investment income (loss)3		0.57	%		(0.03	%)		(0.05	%)8
Series portfolio turnover10		63	%		605	%		—	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 the expense ratios (to average net assets) would have been increased by the following amount:
		7.80	%7		8.21	%7		19,201	%8,9,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³ Net investment income is affected by the timing of distributions from the Underlying Series in which the Series invest. The ratios do not include net investment income of the Underlying Series in which the Series invests.

⁴Less than $0.01.

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

⁶ Represents aggregate total return for the periods indicated. Total return would have been lower had certain expenses not been reimbursed. Periods less than one year are not annualized.

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%. ⁸Annualized.

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.

¹¹The Series had no portfolio turnover for the period.

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.

65

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 three 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 October 31, 2014, 10.6 billion shares have been designated in total among 42 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

The following is a summary of significant accounting policies followed by the Series. Each Series is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 - Investment Companies, which is part of accounting principles generally accepted in the United States of America (“GAAP”).

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.

66

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). A financial instrument’s level within the fair value hierarchy is based on the lowest level on any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of October 31, 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	$	77,491,610	$	77,491,610	$	—	$	—
Total assets	$	77,491,610	$	77,491,610	$	—	$	—
	TARGET 2010 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	49,064,839	$	49,064,839	$	—	$	—
Total assets	$	49,064,839	$	49,064,839	$	—	$	—
	TARGET 2015 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	9,592,749	$	9,592,749	$	—	$	—
Total assets	$	9,592,749	$	9,592,749	$	—	$	—
	TARGET 2020 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	179,666,636	$	179,666,636	$	—	$	—
Total assets	$	179,666,636	$	179,666,636	$	—	$	—
	TARGET 2025 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	24,373,883	$	24,373,883	$	—	$	—
Total assets	$	24,373,883	$	24,373,883	$	—	$	—
	TARGET 2030 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	197,819,371	$	197,819,371	$	—	$	—
Total assets	$	197,819,371	$	197,819,371	$	—	$	—

67

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	TARGET 2035 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	17,804,412	$	17,804,412	$	—	$	—
Total assets	$	17,804,412	$	17,804,412	$	—	$	—
	TARGET 2040 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	133,429,920	$	133,429,920	$	—	$	—
Total assets	$	133,429,920	$	133,429,920	$	—	$	—
	TARGET 2045 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	7,789,209	$	7,789,209	$	—	$	—
Total assets	$	7,789,209	$	7,789,209	$	—	$	—
	TARGET 2050 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	64,776,991	$	64,776,991	$	—	$	—
Total assets	$	64,776,991	$	64,776,991	$	—	$	—
	TARGET 2055 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	3,183,296	$	3,183,296	$	—	$	—
Total assets	$	3,183,296	$	3,183,296	$	—	$	—

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

68

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 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, 2011 through October 31, 2014. 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, 2013 and October 31, 2014. 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 GAAP 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.

69

Notes to Financial Statements (continued)

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 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. The Fund also has an Audit Committee Chair, who receives an additional annual stipend for this role.

The Advisor has contractually agreed, until at least February 28, 2020 for Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series, Target 2050 Series and until at least February 28, 2023 for Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series, and Target 2055 Series, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of distribution and service fees, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the Underlying Series. For the year ended October 31, 2014, the Advisor reimbursed expenses of $92,364 for Target Income Series, $100,691 for Target 2010 Series, $111,599 for Target 2015 Series, $55,016 for Target 2020 Series, $111,347 for Target 2025 Series, $58,298 for Target 2030 Series, $112,361 for Target 2035 Series, $77,349 for Target 2040 Series, $113,262 for Target 2045 Series, $103,243 for Target 2050 Series, and $116,109 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, until at least October 1, 2015.

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

70

Notes to Financial Statements (continued)

4. Purchases and Sales of Securities

For the year ended October 31, 2014, purchases and sales of Underlying Series were as follows:

SERIES	PURCHASES		SALES
Target Income Series	$	16,199,354	$	11,244,211
Target 2010 Series	$	19,587,833	$	21,382,183
Target 2015 Series	$	7,437,640	$	3,539,275
Target 2020 Series	$	67,091,319	$	71,519,400
Target 2025 Series	$	17,556,403	$	5,417,844
Target 2030 Series	$	70,151,178	$	52,380,232
Target 2035 Series	$	12,894,857	$	3,035,996
Target 2040 Series	$	48,307,007	$	27,614,368
Target 2045 Series	$	7,057,256	$	2,568,075
Target 2050 Series	$	22,945,682	$	7,566,175
Target 2055 Series	$	3,821,016	$	1,253,846

5. Investments in Affiliated Issuers

A summary of the Series’ transactions in the shares of affiliated issuers during the year ended October 31, 2014 is set forth below:

TARGET INCOME  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/14		SHARES HELD  AT  10/31/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Conservative Term Series - Class I	$	73,657,195	$	16,199,354	$	11,244,211	$	77,491,610		6,937,476	$	1,474,478	$	5,784,159
	$	73,657,195	$	16,199,354	$	11,244,211	$	77,491,610			$	1,474,478	$	5,784,159
TARGET 2010  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/14		SHARES HELD  AT  10/31/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Moderate Term Series - Class I	$	21,200,889	$	2,509,289	$	13,319,189	$	9,735,573		853,998	$	217,567	$	1,783,078
Manning & Napier Pro-Blend® Conservative Term Series - Class I		30,393,045		17,078,544		8,062,994		39,329,266		3,520,973		671,692		1,925,690
	$	51,593,934	$	19,587,833	$	21,382,183	$	49,064,839			$	889,259	$	3,708,768

71

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

TARGET 2015  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/14		SHARES HELD  AT  10/31/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Extended Term Series - Class I	$	572,158	$	396,100	$	470,711	$	481,989		42,654	$	6,684	$	127,728
Manning & Napier Pro-Blend® Moderate Term Series - Class I		5,080,607		7,041,540		3,068,564		9,110,760		799,189		81,773		237,856
	$	5,652,765	$	7,437,640	$	3,539,275	$	9,592,749			$	88,457	$	365,584
TARGET 2020  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/14		SHARES HELD  AT  10/31/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Extended Term Series - Class I	$	95,344,109	$	20,894,360	$	40,959,727	$	72,173,371		6,387,024	$	1,247,248	$	9,452,783
Manning & Napier Pro-Blend® Moderate Term Series - Class I		92,252,520		46,196,959		30,559,673		107,493,265		9,429,234		1,364,865		7,181,025
	$	187,596,629	$	67,091,319	$	71,519,400	$	179,666,636			$	2,612,113	$	16,633,808
TARGET 2025  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/14		SHARES HELD  AT  10/31/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	1,256,012	$	950,647	$	909,052	$	1,220,730		97,580	$	7,601	$	160,852
Manning & Napier Pro-Blend® Extended Term Series - Class I		10,943,454		16,605,756		4,508,792		23,153,153		2,048,952		207,051		957,107
	$	12,199,466	$	17,556,403	$	5,417,844	$	24,373,883			$	214,652	$	1,117,959
TARGET 2030  SERIES	VALUE AT  10/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/14		SHARES HELD  AT  10/31/14		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	67,860,577	$	19,113,236	$	23,113,987	$	59,452,391		4,752,389	$	450,123	$	13,033,843
Manning & Napier Pro-Blend® Extended Term Series - Class I		118,572,976		51,037,942		29,266,245		138,366,980		12,244,865		1,880,801		10,564,389
	$	186,433,553	$	70,151,178	$	52,380,232	$	197,819,371			$	2,330,924	$	23,598,232

72

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

TARGET 2035  SERIES	VALUE AT 10/31/13		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/14		SHARES HELD AT 10/31/14		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	4,886,795	$	6,950,620	$	1,893,378	$	9,811,536		784,295	$	46,825	$	681,351
Manning & Napier Pro-Blend® Extended Term Series - Class I		3,140,632		5,944,237		1,142,618		7,992,876		707,334		67,390		263,980
	$	8,027,427	$	12,894,857	$	3,035,996	$	17,804,412			$	114,215	$	945,331
TARGET 2040  SERIES	VALUE AT 10/31/13		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/14		SHARES HELD AT 10/31/14		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	101,695,349	$	34,380,589	$	23,493,052	$	106,793,252		8,536,631	$	733,753	$	18,650,986
Manning & Napier Pro-Blend® Extended Term Series - Class I		16,816,025		13,926,418		4,121,316		26,636,668		2,357,227		308,152		1,750,752
	$	118,511,374	$	48,307,007	$	27,614,368	$	133,429,920			$	1,041,905	$	20,401,738
TARGET 2045  SERIES	VALUE AT 10/31/13		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/14		SHARES HELD AT 10/31/14		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	3,284,997	$	7,057,256	$	2,568,075	$	7,789,209		622,639	$	33,281	$	393,991
	$	3,284,997	$	7,057,256	$	2,568,075	$	7,789,209			$	33,281	$	393,991
TARGET 2050  SERIES	VALUE AT 10/31/13		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/14		SHARES HELD AT 10/31/14		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	52,087,531	$	22,945,682	$	7,566,175	$	64,776,991		5,178,017	$	407,217	$	8,850,761
	$	52,087,531	$	22,945,682	$	7,566,175	$	64,776,991			$	407,217	$	8,850,761
TARGET 2055  SERIES	VALUE AT 10/31/13		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/14		SHARES HELD AT 10/31/14		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	623,221	$	3,821,016	$	1,253,846	$	3,183,296		254,460	$	14,654	$	82,861
	$	623,221	$	3,821,016	$	1,253,846	$	3,183,296			$	14,654	$	82,861

73

Notes to Financial Statements (continued)

6. Capital Stock Transactions

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

TARGET  INCOME  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		594,916		$	6,346,724			275,973		$	2,962,645			197,021		$	2,073,981			1,305,419		$	13,899,918
Reinvested		298,064			3,099,837			271,776			2,818,029			80,398			826,443			20,695			212,438
Repurchased		(389,501	)		(4,186,913	)		(442,240	)		(4,728,456	)		(264,088	)		(2,799,033	)		(446,449	)		(4,732,077	)
Total		503,479		$	5,259,648			105,509		$	1,052,218			13,331		$	101,391			879,665		$	9,380,279
TARGET  INCOME  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		310		$	3,268			24,581		$	258,787			538,207		$	5,835,286			548,440		$	5,913,760
Reinvested		6,196			63,073			4,999			50,907			66,226			690,717			38,442			399,622
Repurchased		(118,399	)		(1,223,624	)		(13,353	)		(139,817	)		(558,452	)		(6,030,911	)		(144,102	)		(1,550,415	)
Total		(111,893	)	$	(1,157,283	)		16,227		$	169,877			45,981		$	495,092			442,780		$	4,762,967
TARGET  2010  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		318,771		$	3,275,052			400,637		$	4,037,953			69,137		$	704,913			172,991		$	1,736,410
Reinvested		185,196			1,836,931			149,101			1,444,030			30,052			295,220			24,438			234,880
Repurchased		(347,452	)		(3,572,782	)		(392,987	)		(3,976,373	)		(303,003	)		(3,109,350	)		(174,629	)		(1,738,951	)
Total		156,515		$	1,539,201			156,751		$	1,505,610			(203,814	)	$	(2,109,217	)		22,800		$	232,339
TARGET  2010  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		2,612		$	26,652			4,953		$	49,956			409,762		$	4,205,814			455,500		$	4,581,081
Reinvested		4,749			46,536			5,752			55,165			97,156			967,752			68,555			666,976
Repurchased		(110,710	)		(1,102,000	)		(54,877	)		(553,564	)		(552,748	)		(5,635,274	)		(263,774	)		(2,661,630	)
Total		(103,349	)	$	(1,028,812	)		(44,172	)	$	(448,443	)		(45,830	)	$	(461,708	)		260,281		$	2,586,427
TARGET  2015  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		272,455		$	3,220,613			114,017		$	1,286,604			79,960		$	959,149			131,921		$	1,498,704
Reinvested		3,246			38,136			480			5,262			2,807			32,583			132			1,446
Repurchased		(97,164	)		(1,148,035	)		(28,176	)		(327,397	)		(37,416	)		(454,556	)		(46,118	)		(526,200	)
Total		178,537		$	2,110,714			86,321		$	964,469			45,351		$	537,176			85,935		$	973,950

74

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2015  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		—			—			—		$	—			249,113		$	2,960,038			349,222		$	3,945,663
Reinvested		—	1		3			—	1		1			7,624			89,090			1,234			13,541
Repurchased		(10	)		(122	)		—			—			(167,732	)		(1,999,024	)		(44,443	)		(512,137	)
Total		(10	)	$	(119	)		—		$	1			89,005		$	1,050,104			306,013		$	3,447,067
TARGET  2020  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		1,798,069		$	19,200,184			1,405,724		$	14,370,325			866,122		$	9,205,721			1,202,140		$	12,226,053
Reinvested		490,851			5,042,352			398,096			3,830,833			174,536			1,768,517			109,586			1,042,954
Repurchased		(1,111,332	)		(11,902,836	)		(899,576	)		(9,246,294	)		(1,764,377	)		(18,770,783	)		(417,909	)		(4,227,501	)
Total		1,177,588		$	12,339,700			904,244		$	8,954,864			(723,719	)	$	(7,796,545	)		893,817		$	9,041,506
TARGET  2020  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		7,546		$	78,385			55,317		$	554,860			1,670,826		$	17,839,002			3,002,712		$	30,556,802
Reinvested		17,278			174,511			20,476			194,315			392,551			4,043,714			248,507			2,402,674
Repurchased		(377,845	)		(3,906,268	)		(132,868	)		(1,341,276	)		(2,875,004	)		(30,309,189	)		(715,315	)		(7,307,540	)
Total		(353,021	)	$	(3,653,372	)		(57,075	)	$	(592,101	)		(811,627	)	$	(8,426,473	)		2,535,904		$	25,651,936
TARGET  2025  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		622,495		$	7,855,821			86,095		$	1,001,080			199,173		$	2,563,183			132,975		$	1,594,879
Reinvested		3,736			47,738			262			2,961			4,793			59,676			113			1,291
Repurchased		(106,271	)		(1,352,858	)		(33,972	)		(396,436	)		(35,183	)		(458,590	)		(10,156	)		(121,088	)
Total		519,960		$	6,550,701			52,385		$	607,605			168,783		$	2,164,269			122,932		$	1,475,082
TARGET  2025  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		249		$	3,080			45,989		$	542,371			546,701		$	6,960,557			813,258		$	9,550,394
Reinvested		1,064			13,049			121			1,380			21,225			262,305			2,879			32,739
Repurchased		(47,430	)		(583,342	)		(3	)		(33	)		(314,359	)		(3,995,477	)		(64,273	)		(761,189	)
Total		(46,117	)	$	(567,213	)		46,107		$	543,718			253,567		$	3,227,385			751,864		$	8,821,944

75

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2030  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		2,709,470		$	30,826,158			1,759,864		$	18,712,838			703,724		$	7,936,872			736,656		$	7,838,165
Reinvested		541,087			5,886,045			352,032			3,447,739			155,634			1,677,028			93,139			904,490
Repurchased		(980,255	)		(11,210,450	)		(858,954	)		(9,123,330	)		(1,500,947	)		(17,167,486	)		(252,154	)		(2,617,357	)
Total		2,270,302		$	25,501,753			1,252,942		$	13,037,247			(641,589	)	$	(7,553,586	)		577,641		$	6,125,298
TARGET  2030  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		1,640		$	17,936			34,805		$	362,635			1,524,584		$	17,468,968			2,015,816		$	21,404,933
Reinvested		15,259			163,266			12,077			116,662			358,433			3,925,732			208,959			2,063,738
Repurchased		(284,534	)		(3,123,773	)		(50,469	)		(522,406	)		(2,425,197	)		(27,175,575	)		(459,084	)		(4,903,004	)
Total		(267,635	)	$	(2,942,571	)		(3,587	)	$	(43,109	)		(542,180	)	$	(5,780,875	)		1,765,691		$	18,565,667
TARGET  2035  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		427,866		$	5,666,101			53,291		$	653,380			143,162		$	1,964,601			94,539		$	1,177,996
Reinvested		2,814			37,215			137			1,620			4,353			56,641			156			1,871
Repurchased		(73,524	)		(978,828	)		(19,624	)		(249,247	)		(23,835	)		(324,572	)		(6,235	)		(79,378	)
Total		357,156		$	4,724,488			33,804		$	405,753			123,680		$	1,696,670			88,460		$	1,100,489
TARGET  2035  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		1,915		$	25,330			4,959		$	60,539			358,146		$	4,832,377			515,417		$	6,290,834
Reinvested		155			1,991			12			137			18,998			246,760			1,483			17,671
Repurchased		(7,289	)		(94,894	)		—	1		—			(164,131	)		(2,186,471	)		(39,803	)		(508,185	)
Total		(5,219	)	$	(67,573	)		4,971		$	60,676			213,013		$	2,892,666			477,097		$	5,800,320
TARGET  2040  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		1,663,928		$	20,388,860			872,659		$	9,913,864			341,962		$	4,218,529			355,107		$	4,050,027
Reinvested		461,132			5,408,209			149,568			1,552,151			105,481			1,227,456			29,038			298,983
Repurchased		(848,925	)		(10,505,295	)		(585,655	)		(6,630,381	)		(888,702	)		(11,026,033	)		(250,580	)		(2,722,816	)
Total		1,276,135		$	15,291,774			436,572		$	4,835,634			(441,259	)	$	(5,580,048	)		133,565		$	1,626,194

76

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2040  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		3,859		$	45,288			16,194		$	181,040			1,035,519		$	12,900,186			1,011,850		$	11,639,779
Reinvested		7,196			82,541			2,322			23,642			221,903			2,616,468			64,845			678,591
Repurchased		(122,322	)		(1,430,739	)		(9,575	)		(111,719	)		(1,311,468	)		(15,980,412	)		(353,794	)		(4,077,145	)
Total		(111,267	)	$	(1,302,910	)		8,941		$	92,963			(54,046	)	$	(463,758	)		722,901		$	8,241,225
TARGET  2045  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		251,163		$	3,461,043			17,022		$	213,340			135,581		$	1,917,245			52,367		$	664,963
Reinvested		1,483			20,141			18			224			2,053			27,487			54			659
Repurchased		(57,306	)		(800,928	)		(313	)		(4,052	)		(54,743	)		(783,372	)		(7,209	)		(93,880	)
Total		195,340		$	2,680,256			16,727		$	209,512			82,891		$	1,161,360			45,212		$	571,742
TARGET  2045  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		5,053		$	69,054			32,028		$	409,071			164,103		$	2,300,673			158,160		$	2,046,100
Reinvested		1,485			19,783			20			236			3,643			49,123			123			1,504
Repurchased		(39,612	)		(530,880	)		(8	)		(103	)		(110,339	)		(1,520,716	)		(14,030	)		(180,450	)
Total		(33,074	)	$	(442,043	)		32,040		$	409,204			57,407		$	829,080			144,253		$	1,867,154
TARGET  2050  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		787,621		$	10,725,330			574,428		$	7,085,087			194,818		$	2,642,156			116,873		$	1,417,312
Reinvested		197,269			2,536,504			17,275			193,602			26,639			339,988			1,598			17,657
Repurchased		(229,237	)		(3,114,414	)		(175,005	)		(2,163,413	)		(217,531	)		(2,973,315	)		(65,481	)		(770,223	)
Total		755,653		$	10,147,420			416,698		$	5,115,276			3,926		$	8,829			52,990		$	664,746
TARGET  2050  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		2,086		$	26,692			15,097		$	181,691			457,101		$	6,219,219			386,147		$	4,825,339
Reinvested		6,212			78,026			307			3,357			46,716			605,112			3,958			45,064
Repurchased		(114,967	)		(1,479,794	)		(10,090	)		(120,703	)		(294,896	)		(3,974,400	)		(94,611	)		(1,170,544	)
Total		(106,669	)	$	(1,375,076	)		5,314		$	64,345			208,921		$	2,849,931			295,494		$	3,699,859

77

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2055  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		193,900		$	2,669,309			15,016		$	196,533			44,218		$	617,792			3,977		$	50,368
Reinvested		1,621			21,518			—	1		1			477			6,272			—			—
Repurchased		(83,064	)		(1,155,364	)		(22	)		(275	)		(11,124	)		(150,506	)		(310	)		(3,983	)
Total		112,457		$	1,535,463			14,994		$	196,259			33,571		$	473,558			3,667		$	46,385
TARGET  2055  SERIES:	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13						FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		57		$	773			103		$	1,324			52,372		$	725,482			350,429		$	4,364,757
Reinvested		5			65			—			—			2,029			26,809			—	1		1
Repurchased		(110	)		(1,441	)		(65	)		(854	)		(18,639	)		(259,702	)		(324,175	)		(4,025,864	)
Total		(48	)	$	(603	)		38		$	470			35,762		$	492,589			26,254		$	338,894

¹Less than 1 share.

The following table represents instances at October 31, 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		4,905,955		68.6	%	$	53,043,749
Target 2010 Series		3		2,915,443		61.6	%	$	30,194,304
Target 2015 Series		2		252,028		31.8	%	$	3,048,650
Target 2020 Series		3		7,798,634		46.7	%	$	84,024,096
Target 2025 Series		3		978,863		52.2	%	$	12,713,897
Target 2030 Series		3		8,926,035		52.0	%	$	102,922,987
Target 2035 Series		2		653,945		50.5	%	$	8,982,073
Target 2040 Series		3		5,637,103		55.5	%	$	70,500,278
Target 2045 Series		2		248,809		45.9	%	$	3,566,088
Target 2050 Series		1		2,677,452		56.8	%	$	36,734,638
Target 2055 Series		3		79,353		35.0	%	$	1,106,246

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 directly held by the Series as of October 31, 2014.

78

Notes to Financial Statements (continued)

8. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. 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. For the fiscal year ended October 31, 2014, $749,554, $543,481, $54,854, $2,293,227, $179,170, $4,083,606, $203,988, $3,936,197,$88,474, and $24,249 was reclassified within the 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, and Target 2055 Series capital accounts, respectively, from Accumulated Net Realized Gain on Investments to Undistributed Net Investment Income. Amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $1, increase Undistributed Net Investment Income by $1,902,568, and reduce Accumulated Net Realized Gain on Investments by $1,902,569 for Target 2050 Series. The reclassifications relate primarily to distributions from investments in the Underlying Series. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions were as follows:

	TARGET INCOME SERIES		TARGET 2010 SERIES		TARGET 2015 SERIES		TARGET 2020 SERIES		TARGET 2025 SERIES		TARGET 2030 SERIES
Ordinary income (2014)	$	1,959,383	$	1,296,135	$	159,729	$	4,396,383	$	380,884	$	6,847,796
Ordinary income (2013)	$	1,284,458	$	927,301	$	20,248	$	2,826,667	$	38,371	$	2,079,791
Long-term capital gain (2014)	$	2,802,409	$	1,873,685	$	83	$	6,768,937	$	1,902	$	4,866,589
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 (2014)	$	340,596	$	4,664,257	$	116,039	$	2,125,579	$	54,737
Ordinary income (2013)	$	21,299	$	607,172	$	2,622	$	150,667	$	—
Long-term capital gain (2014)	$	2,057	$	4,711,859	$	496	$	1,452,018	$	19
Long-term capital gain (2013)	$	—	$	1,953,285	$	—	$	109,425	$	—

At October 31, 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	$	74,287,126		$	47,194,531		$	9,427,625		$	170,746,592		$	23,870,174		$	183,166,588
Unrealized appreciation	$	3,206,623		$	1,884,334		$	168,819		$	9,306,572		$	520,205		$	15,269,384
Unrealized depreciation		(2,139	)		(14,026	)		(3,695	)		(386,528	)		(16,496	)		(616,601	)
Net unrealized appreciation	$	3,204,484		$	1,870,308		$	165,124		$	8,920,044		$	503,709		$	14,652,783
Undistributed ordinary income		84,716			56,017			95,493			154,054			127,778			138,372
Undistributed long-term capital gains		5,033,993			3,176,247			225,964			14,598,185			845,446			19,717,338

79

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

	TARGET  2035  SERIES			TARGET  2040  SERIES		TARGET  2045  SERIES			TARGET  2050  SERIES			TARGET  2055  SERIES
Cost for federal income tax purposes	$	17,422,893		$	122,195,233	$	7,680,498		$	58,462,752		$	3,195,409
Unrealized appreciation	$	394,023		$	11,234,687	$	151,443		$	6,314,544		$	20,888
Unrealized depreciation		(12,504	)		—		(42,732	)		(305	)		(33,001	)
Net unrealized appreciation (depreciation)	$	381,519		$	11,234,687	$	108,711		$	6,314,239		$	(12,113	)
Undistributed ordinary income		97,158			58,428		108,680			18,130			25,527
Undistributed long-term capital gains		666,506			16,464,667		241,189			6,947,174			67,325

At October 31, 2014, Target 2050 Series had a capital loss carryover of $334, which is subject to limitations under Section 382-384 of the Internal Revenue Code, and is available to the extent allowed by tax law to offset future net capital gains, if any, which will expire on October 31, 2017.

Target 2050 Series utilized $675 in capital loss carryovers in the current year.

80

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of –Target Income Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series and Target 2055 Series:

In our opinion, the accompanying statements of assets and liabilities, including the investment portfolios, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the 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 (hereafter collectively referred to as the “Series”) at October 31, 2014, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 19, 2014

81

Supplemental Tax Information

(unaudited)

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

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

Series	QDI
Target Income Series	$	559,344
Target 2010 Series		374,489
Target 2015 Series		41,154
Target 2020 Series		1,508,588
Target 2025 Series		128,467
Target 2030 Series		2,010,971
Target 2035 Series		97,159
Target 2040 Series		1,476,057
Target 2045 Series		35,589
Target 2050 Series		675,150
Target 2055 Series		11,371

For corporate shareholders, the percentage of investment income (dividend income plus short-term gain, if any) that qualifies for the dividends received deduction (DRD) for the current fiscal year is as follows:

6.39 Series	DRD%
Target Income Series		18.41	%
Target 2010 Series		17.58	%
Target 2015 Series		9.55	%
Target 2020 Series		18.94	%
Target 2025 Series		15.64	%
Target 2030 Series		19.07	%
Target 2035 Series		13.15	%
Target 2040 Series		17.68	%
Target 2045 Series		8.87	%
Target 2050 Series		17.29	%
Target 2055 Series		6.39	%

The Series designate Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Code for the fiscal year ended October 31, 2013 as follows:

Series
Target Income Series	$	5,034,605
Target 2010 Series		3,176,285
Target 2015 Series		225,978
Target 2020 Series		14,599,077
Target 2025 Series		845,520
Target 2030 Series		19,717,434
Target 2035 Series		666,552
Target 2040 Series		16,465,269
Target 2045 Series		241,199
Target 2050 Series		6,947,518
Target 2055 Series		67,325

82

Directors’ and Officers’ Information

(unaudited)

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

Interested Director/Officer

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003.
Principal Occupation(s) During Past 5 Years:	Executive Vice President since 1993; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2002-2010 - Manning & Napier Advisors, LLC; President, Director - Manning & Napier Investor Services, Inc.
	Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Independent Directors
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008)
	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	68
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009) Cytos Biotechnology Ltd. (2012-present)

83

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010)
	New York Collegium (non-profit) (2004-2011)
	Boston Early Music Festival (non-profit)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994;
	Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Officers
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC
	Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	27
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

84

Directors’ and Officers’ Information

(unaudited)

Officers (continued)

Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004; Anti-Money Laundering Compliance Officer
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

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

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

85

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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-10/14-AR

Dividend Focus Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

The global economy remained on a slow growth path during the past year. Developed economies continued to support economic growth through accommodative monetary policy, and as the year progressed, central banks in areas such as Europe and Japan loosened policy further to combat persistent growth headwinds. Meanwhile, the U.S. economy slowed as it meandered through a very harsh winter, but recovered quickly during the spring and summer months of 2014. The Federal Reserve completed its third quantitative easing program, and market expectations for subsequent adjustment to domestic monetary policy during 2015 helped fuel a meaningful increase in the value of the dollar relative to other global currencies during the period. With the U.S. economy making positive strides, its equity markets generally performed strongly as well. Global markets were broadly weaker, although pockets of strength existed in certain emerging market countries where encouraging political developments and reform momentum helped lift investor sentiment. Looking ahead, we expect the slow global growth environment to remain in place for the foreseeable future.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

1

Dividend Focus Series

Fund Commentary

(unaudited)

Investment  Objective

Through a quantitative investment approach, the Series seeks to provide competitive returns consistent with the broad equity market while also providing a level of capital protection during market downturns. The Series is designed to offer a diversified portfolio of dividend-paying equity securities. Stocks are selected based on attractive free cash flow yield, dividend yield competitive to that of the broad equity market, low probability of experiencing financial distress, and likely ability to maintain their dividend.

Performance  Commentary

U.S. equity markets generally delivered positive absolute returns for the twelve-month period ended October 31, 2014. The Russell 3000^® Index returned 16.07%. Growth stocks slightly outperformed value stocks during the period as the Russell 1000^® Growth index returned 17.11% while the Russell 1000^® Value Index returned 16.46%. The Dividend Focus Series Class S provided positive absolute returns of 13.12%; however, the Series’ performance trailed the broad market and the Russell 1000^® Value Index on a relative basis.

The Series’ underperformance relative to the Russell 1000^® Value Index during the year was driven by stock selection. In contrast, sector allocation contributed positively to relative returns. Regarding major detractors from relative performance, stock selection in Health Care and Consumer Staples challenged relative returns. Relative to the benchmark, the Series’ underweight to Financials and overweight to Consumer Staples detracted from relative returns as well.

Offsetting a portion of the relative performance weakness were positive contributions to relative returns from the Series’ overweight allocations to Information Technology and Health Care relative to the benchmark. Stock selection in Information Technology and Telecommunication Services also aided relative returns.

Within the Series, we will continue to focus on identifying and investing in companies that meet our strict criteria, both from a fundamental point of view and regarding price. In doing so, we will pursue opportunities that we believe will help to generate stable income with the potential for capital appreciation. Our approach will continue to emphasize risk management as a critical component in managing the Series. Despite today’s challenging slow economic growth environment, we believe that this approach can help generate the absolute returns needed to achieve shareholders’ long-term investment goals.

Please see the next page for additional performance information as of October 31, 2014.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

All investments involve risks, including possible loss of principal. As with any stock fund, the value of your investment will fluctuate in response to stock market movements. Investing in the Series will also involve a number of other risks, including issuer-specific risk, foreign investment risk, and mid-cap risk. In addition, because the Advisor manages the Series with a quantitative approach, the Series is subject to the additional risk that the investment approach may not be successful. Further, the Advisor does not intend to make frequent changes to the Series’ portfolio in response to market movements.

2

Dividend Focus Series

Performance Update as of October 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1	FIVE YEAR	SINCE INCEPTION2
Manning & Napier Fund, Inc. - Dividend Focus Series - Class I3	13.44%	13.87%	14.24%
Manning & Napier Fund, Inc. - Dividend Focus Series - Class S3,4	13.12%	13.56%	13.95%
Russell 1000® Value Index5	16.46%	16.49%	15.25%
Standard & Poor’s (S&P) 500 Total Return Index6	17.25%	16.68%	16.30%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Dividend Focus Series - Class I from its inception² (November 7, 2008) to present (October 31, 2014) to the Russell 1000^® Value Index and the S&P 500 Total Return Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this annualized net expense ratio was 0.79% for Class S and 0.54% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.79% for Class S and 0.54% for Class I for the year ended October 31, 2014.

⁴For periods through March 1, 2012 (the inception date of the Class S shares), performance for the Class S shares is hypothetical and is based on the historical performance of the Class I shares adjusted for the Class S shares’ charges and expenses.

⁵The Russell 1000^® Value Index is an unmanaged, market capitalization-weighted index consisting of those Russell 1000^® companies with lower price-to-book ratios and lower forecasted growth values. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg.

⁶The S&P 500 Total Return Index is an unmanaged, capitalization-weighted measure of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange, and the Over-the-Counter market. The Index returns assume daily reinvestment of dividends and do not reflect any fees or expenses. Index returns provided by Bloomberg.

3

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 (May 1, 2014 to October 31, 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                  5/1/14	ENDING  ACCOUNT VALUE                   10/31/14	EXPENSES PAID  DURING PERIOD*                   5/1/14-10/31/14	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,042.80	$4.02	0.78%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.27	$3.97	0.78%
Class I
Actual	$1,000.00	$1,044.10	$2.73	0.53%
Hypothetical (5% return before expenses)	$1,000.00	$1,022.53	$2.70	0.53%

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

4

Dividend Focus Series

5

Dividend Focus Series

Investment Portfolio - October 31, 2014

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 97.8%
Consumer Discretionary - 7.7%
Automobiles - 1.5%
Toyota Motor Corp. - ADR (Japan)		25,744	$	3,124,034
Distributors - 0.3%
Genuine Parts Co.		6,667		647,232
Hotels, Restaurants & Leisure - 1.6%
McDonald’s Corp.		34,050		3,191,507
Leisure Products - 0.3%
Mattel, Inc.		16,303		506,534
Media - 0.9%
Thomson Reuters Corp.		29,872		1,111,836
WPP plc - ADR (United Kingdom)		7,758		757,103
				1,868,939
Multiline Retail - 0.4%
Kohl’s Corp.		7,523		407,897
Nordstrom, Inc.		6,896		500,718
				908,615
Specialty Retail - 2.7%
The Gap, Inc.		14,313		542,320
The Home Depot, Inc.		43,412		4,233,538
L Brands, Inc.		11,823		852,675
				5,628,533
Total Consumer Discretionary				15,875,394
Consumer Staples - 22.3%
Beverages - 6.8%
The Coca-Cola Co.		144,681		6,059,240
Coca-Cola Enterprises, Inc.		9,251		401,031
Coca-Cola FEMSA S.A.B. de C.V. - ADR (Mexico)		6,012		636,070
Diageo plc - ADR (United Kingdom)		15,365		1,812,609
Dr. Pepper Snapple Group, Inc.		7,486		518,405
PepsiCo, Inc.		47,329		4,551,630
				13,978,985
Food & Staples Retailing - 3.7%
Sysco Corp.		22,491		866,803
Wal-Mart Stores, Inc.		89,432		6,820,979
				7,687,782
Food Products - 3.8%
Archer-Daniels-Midland Co.		22,888		1,075,736
ConAgra Foods, Inc.		17,774		610,537
General Mills, Inc.		22,406		1,164,216

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

6

Dividend Focus Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
The J.M. Smucker Co.		4,975	$	517,400
Kellogg Co.		13,388		856,296
Kraft Foods Group, Inc.		15,522		874,665
Unilever plc - ADR (United Kingdom)		67,208		2,703,778
				7,802,628
Household Products - 5.0%
The Clorox Co.		4,752		472,824
Colgate-Palmolive Co.		27,068		1,810,308
Kimberly-Clark Corp.		12,413		1,418,433
The Procter & Gamble Co.		74,414		6,494,110
				10,195,675
Tobacco - 3.0%
Lorillard, Inc.		15,361		944,701
Philip Morris International, Inc.		46,071		4,100,780
Reynolds American, Inc.		17,011		1,070,162
				6,115,643
Total Consumer Staples				45,780,713
Energy - 11.5%
Energy Equipment & Services - 0.2%
Transocean Ltd.		11,846		353,366
Oil, Gas & Consumable Fuels - 11.3%
CNOOC Ltd. - ADR (China)		9,273		1,450,019
ConocoPhillips		44,132		3,184,124
Exxon Mobil Corp.		78,895		7,629,935
Marathon Oil Corp.		26,055		922,347
Occidental Petroleum Corp.		22,143		1,969,177
Royal Dutch Shell plc - Class A - ADR (Netherlands)		74,634		5,357,975
Statoil ASA - ADR (Norway)		94,224		2,162,441
Ultrapar Participacoes SA - ADR (Brazil)		22,347		484,930
				23,160,948
Total Energy				23,514,314
Financials - 0.5%
Insurance - 0.5%
Marsh & McLennan Companies, Inc.		20,069		1,091,151
Health Care - 19.3%
Health Care Equipment & Supplies - 0.6%
Baxter International, Inc.		17,915		1,256,558
Pharmaceuticals - 18.7%
AbbVie, Inc.		42,139		2,674,141

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

7

Dividend Focus Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Pharmaceuticals (continued)
Eli Lilly & Co.		33,770	$	2,239,964
GlaxoSmithKline plc - ADR (United Kingdom)		76,848		3,495,815
Johnson & Johnson		68,974		7,434,018
Merck & Co., Inc.		93,031		5,390,216
Novartis AG - ADR (Switzerland)		67,240		6,232,476
Pfizer, Inc.		204,182		6,115,251
Sanofi - ADR (France)		70,053		3,239,251
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		25,669		1,449,528
				38,270,660
Total Health Care				39,527,218
Industrials - 13.4%
Aerospace & Defense - 3.5%
The Boeing Co.		20,781		2,595,755
General Dynamics Corp.		11,632		1,625,688
Lockheed Martin Corp.		9,098		1,733,806
Raytheon Co.		11,624		1,207,501
				7,162,750
Air Freight & Logistics - 0.9%
United Parcel Service, Inc. - Class B		16,735		1,755,669
Commercial Services & Supplies - 0.4%
Waste Management, Inc.		18,080		883,931
Electrical Equipment - 1.9%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		74,718		1,639,313
Eaton Corp. plc		12,631		863,834
Emerson Electric Co.		23,203		1,486,384
				3,989,531
Industrial Conglomerates - 3.8%
3M Co.		21,680		3,333,734
Koninklijke Philips N.V. - NY Shares (Netherlands)		40,177		1,122,545
Siemens AG - ADR (Germany)		29,625		3,339,923
				7,796,202
Machinery - 2.3%
Caterpillar, Inc.		16,514		1,674,685
Deere & Co.		12,074		1,032,810
Illinois Tool Works, Inc.		14,784		1,346,083
Stanley Black & Decker, Inc.		6,893		645,460
				4,699,038

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

8

Dividend Focus Series

Investment Portfolio - October 31, 2014

				VALUE
	SHARES			(NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Road & Rail - 0.6%
CSX Corp.		32,811		$	1,169,056
Total Industrials					27,456,177
Information Technology - 17.8%
Communications Equipment - 2.1%
Cisco Systems, Inc.		121,412			2,970,952
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		123,393			1,460,973
					4,431,925
IT Services - 2.1%
Accenture plc - Class A		20,199			1,638,543
Automatic Data Processing, Inc.		18,570			1,518,655
Paychex, Inc.		11,752			551,639
Xerox Corp.		43,114			572,554
					4,281,391
Semiconductors & Semiconductor Equipment - 3.5%
Intel Corp.		148,861			5,062,763
KLA-Tencor Corp.		6,135			485,585
Texas Instruments, Inc.		32,482			1,613,056
					7,161,404
Software - 5.0%
CA, Inc.		15,293			444,414
CDK Global, Inc.*		5,580			187,488
Microsoft Corp.		191,578			8,994,587
Symantec Corp.		23,597			585,677
					10,212,166
Technology Hardware, Storage & Peripherals - 5.1%
Apple, Inc.		77,669			8,388,252
Canon, Inc. - ADR (Japan)		45,180			1,401,484
Seagate Technology plc		9,996			628,049
					10,417,785
Total Information Technology			��		36,504,671
Materials - 1.9%
Chemicals - 1.3%
The Dow Chemical Co.		27,279			1,347,583
LyondellBasell Industries N.V. - Class A - ADR		14,133			1,295,007
					2,642,590
Metals & Mining - 0.2%
Teck Resources Ltd. - Class B (Canada)		28,224			445,375

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

9

Dividend Focus Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Paper & Forest Products - 0.4%
International Paper Co.		16,193	$	819,690
Total Materials				3,907,655
Telecommunication Services - 3.4%
Diversified Telecommunication Services - 2.0%
Telekomunikasi Indonesia Persero Tbk PT - ADR (Indonesia)		18,932		858,566
Verizon Communications, Inc.		63,982		3,215,095
				4,073,661
Wireless Telecommunication Services - 1.4%
NTT DOCOMO, Inc. - ADR (Japan)		127,109		2,144,329
SK Telecom Co. Ltd. - ADR (South Korea)		25,385		705,449
				2,849,778
Total Telecommunication Services				6,923,439
TOTAL COMMON STOCKS
(Identified Cost $160,592,272)				200,580,732
SHORT-TERM INVESTMENT - 2.1%
Dreyfus Cash Management, Inc. - Institutional Shares1 , 0.03%
(Identified Cost $4,276,098)		4,276,098		4,276,098
TOTAL INVESTMENTS - 99.9%
(Identified Cost $164,868,370)				204,856,830
OTHER ASSETS, LESS LIABILITIES - 0.1%				195,623
NET ASSETS - 100%			$	205,052,453

ADR - American Depositary Receipt

*Non-income producing security.

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

10

Dividend Focus Series

Statement of Assets and Liabilities

October 31, 2014

ASSETS:
Investments, at value (identified cost $164,868,370) (Note 2)	$	204,856,830
Dividends receivable		235,420
Receivable for fund shares sold		121,701
Foreign tax reclaims receivable		68,290
TOTAL ASSETS		205,282,241
LIABILITIES:
Accrued management fees (Note 3)		74,254
Accrued fund accounting and administration fees (Note 3)		13,993
Accrued transfer agent fees (Note 3)		3,068
Accrued shareholder services fees (Class S) (Note 3)		2,817
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for fund shares repurchased		93,222
Audit fees payable		19,790
Printing fees payable		12,025
Other payables and accrued expenses		10,212
TOTAL LIABILITIES		229,788
TOTAL NET ASSETS	$	205,052,453
NET ASSETS CONSIST OF:
Capital stock	$	124,921
Additional paid-in-capital		154,052,692
Undistributed net investment income		593,666
Accumulated net realized gain on investments		10,292,714
Net unrealized appreciation on investments		39,988,460
TOTAL NET ASSETS	$	205,052,453
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($13,715,660/1,075,932 shares)	$	12.75
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($191,336,793/11,416,213 shares)	$	16.76

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

11

Dividend Focus Series

Statement of Operations

For the Year Ended October 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $188,099)	$	5,416,734
EXPENSES:
Management fees (Note 3)		835,335
Fund accounting and administration fees (Note 3)		54,775
Shareholder services fees (Class S)(Note 3)		30,649
Transfer agent fees (Note 3)		14,853
Chief Compliance Officer service fees (Note 3)		3,161
Directors’ fees (Note 3)		2,134
Custodian fees		8,805
Miscellaneous		84,938
Total Expenses		1,034,650
NET INVESTMENT INCOME		4,382,084
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments		10,359,076
Net change in unrealized appreciation (depreciation) on investments		8,904,835
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		19,263,911
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	23,645,995

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

12

Dividend Focus Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	4,382,084		$	3,944,055
Net realized gain on investments		10,359,076			3,273,507
Net change in unrealized appreciation (depreciation) on investments		8,904,835			22,787,788
Net increase from operations		23,645,995			30,005,350
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(333,384	)		(252,541	)
From net investment income (Class I)		(3,921,762	)		(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		(7,548,098	)		(4,631,112	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		19,298,739			10,391,604
Net increase in net assets		35,396,636			35,765,842
NET ASSETS:
Beginning of year		169,655,817			133,889,975
End of year (including undistributed net investment income of $593,666 and $466,728, respectively)	$	205,052,453		$	169,655,817

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

13

Dividend Focus Series

Financial Highlights - Class S

	FOR THE YEARS ENDED						FOR THE PERIOD 3/1/121 TO 10/31/12
	10/31/14			10/31/13
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		0.26			0.26			0.12
Net realized and unrealized gain on investments		1.25			1.89			0.23
Total from investment operations		1.51			2.15			0.35
Less distributions to shareholders:
From net investment income		(0.34	)		(0.35	)		(0.21	)
From net realized gain on investments		(0.30	)		(0.06	)		—
Total distributions to shareholders		(0.64	)		(0.41	)		(0.21	)
Net asset value - End of period	$	12.75		$	11.88		$	10.14
Net assets - End of period (000’s omitted)	$	13,716		$	10,667		$	5,130
Total return3		13.12	%		21.70	%		3.59	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.79	%		0.81	%		0.86	%4
Net investment income		2.11	%		2.31	%		1.76	%4
Portfolio turnover		23	%		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.

14

Dividend Focus Series

Financial Highlights - Class I*

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	15.41		$	13.03		$	11.96		$	12.41		$	11.38
Income from investment operations:
Net investment income1		0.38			0.37			0.34			0.27			0.36
Net realized and unrealized gain on investments		1.64			2.45			1.05			0.88			1.02
Total from investment operations		2.02			2.82			1.39			1.15			1.38
Less distributions to shareholders:
From net investment income		(0.37	)		(0.38	)		(0.30	)		(0.30	)		(0.35	)
From net realized gain on investments		(0.30	)		(0.06	)		(0.02	)		(1.30	)		—	2
Total distributions to shareholders		(0.67	)		(0.44	)		(0.32	)		(1.60	)		(0.35	)
Net asset value - End of year	$	16.76		$	15.41		$	13.03		$	11.96		$	12.41
Net assets - End of year (000’s omitted)	$	191,337		$	158,989		$	128,760		$	79,028		$	2,643
Total return3		13.44	%		22.02	%		11.77	%		10.17	%		12.32	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.54	%		0.56	%		0.59	%		0.60	%		0.60	%
Net investment income		2.38	%		2.63	%		2.69	%		2.41	%		2.99	%
Portfolio turnover		23	%		19	%		16	%		8	%		73	%
*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	%

¹Calculated based on average shares outstanding during the years.

²Less than $0.01 per share.

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

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

15

Dividend Focus Series

Notes to Financial Statements

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2014, 10.6 billion shares have been designated in total among 42 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

The following is a summary of significant accounting policies followed by the Series. The Series is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946—Investment Companies, which is part of accounting principles generally accepted in the United States of America (“GAAP”).

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

16

Dividend Focus Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

The following is a summary of the valuation levels used for major security types as of October 31, 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	$	15,875,394	$	15,875,394	$	—	$	—
Consumer Staples		45,780,713		45,780,713		—		—
Energy		23,514,314		23,514,314		—		—
Financials		1,091,151		1,091,151		—		—
Health Care		39,527,218		39,527,218		—		—
Industrials		27,456,177		27,456,177		—		—
Information Technology		36,504,671		36,504,671		—		—
Materials		3,907,655		3,907,655		—		—
Telecommunication Services		6,923,439		6,923,439		—		—
Mutual Fund		4,276,098		4,276,098		—		—
Total assets	$	204,856,830	$	204,856,830	$	—	$	—

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

17

Dividend Focus Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 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, 2011 through October 31, 2014. 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 GAAP 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.

18

Dividend Focus Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates

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

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. The Fund also has an Audit Committee Chair, who receives an additional annual stipend for this role.

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 29, 2016, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of shareholder service fees, at no more than 0.60% of average daily net assets each year. For the year ended October 31, 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, until at least October 1, 2015.

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

4. Purchases and Sales of Securities

For the year ended October 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $56,585,141 and $40,950,755, respectively. There were no purchases or sales of U.S. Government securities.

19

Dividend Focus Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions

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

CLASS S	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		320,096		$	3,902,262			877,363		$	9,728,990
Reinvested		50,658			602,636			25,748			279,952
Repurchased		(192,945	)		(2,342,673	)		(510,763	)		(5,721,259	)
Total		177,809		$	2,162,225			392,348		$	4,287,683
CLASS I	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,601,735		$	41,024,236			2,367,127		$	33,398,961
Reinvested		219,152			3,412,112			167,225			2,322,206
Repurchased		(1,720,300	)		(27,299,834	)		(2,097,414	)		(29,617,246	)
Total		1,100,587		$	17,136,514			436,938		$	6,103,921

At October 31, 2014, one shareholder account owned 4,527,832 shares of the Series (36.2% of shares outstanding) valued at $75,886,472. In addition, the retirement plan of the Advisor and its affiliates owned 171,791 shares of the Series (1.4% of shares outstanding) valued at $2,879,223. Investment activities of these shareholders may have a material effect on the Series.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 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 GAAP. These differences are primarily due to differing book and tax treatment on losses deferred due to wash sales. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

20

Dividend Focus Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED  10/31/14		FOR THE YEAR ENDED 10/31/13
Ordinary income	$	4,400,112	$	4,475,466
Long-term capital gains		3,147,986		155,646

At October 31, 2014, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	164,928,584
Unrealized appreciation		41,447,927
Unrealized depreciation		(1,519,681	)
Net unrealized appreciation	$	39,928,246
Undistributed ordinary income		839,526
Undistributed long-term capital gains		10,107,068

21

Dividend Focus Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Dividend Focus Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 19, 2014

22

Dividend Focus Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $5,587,695 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 83.13%.

The Series designates $10,107,986 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2014.

23

Dividend Focus Series

Directors’ and Officers’ Information

(unaudited)

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

Interested  Director/Officer

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002;
	President since 2004; Vice President 1984-2003.
Principal Occupation(s) During Past 5 Years:	Executive Vice President since 1993; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2002-2010 - Manning & Napier Advisors, LLC; President, Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Independent  Directors

Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008)
	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	68
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-2009)
	GMP Companies (2000-present)
	HoustonPharma (2000-2009)
	Cytos Biotechnology Ltd. (2012-present)

24

Dividend Focus Series

Directors’ and Officers’ Information

(unaudited)

Independent  Directors  (continued)

Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010)
	New York Collegium (non-profit) (2004-2011)
	Boston Early Music Festival (non-profit)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Officers

Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	27
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

25

Dividend Focus Series

Directors’ and Officers’ Information

(unaudited)

Officers  (continued)

Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004; Anti-Money Laundering Compliance Officer
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

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

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

26

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-10/14-AR

Overseas Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

The global economy remained on a slow growth path during the past year. Developed economies continued to support economic growth through accommodative monetary policy, and as the year progressed, central banks in areas such as Europe and Japan loosened policy further to combat persistent growth headwinds. Meanwhile, the U.S. economy slowed as it meandered through a very harsh winter, but recovered quickly during the spring and summer months of 2014. The Federal Reserve completed its third quantitative easing program and market expectations for subsequent adjustment to domestic monetary policy during 2015 helped fuel a meaningful increase in the value of the dollar relative to other global currencies during the period. With the U.S. economy making positive strides, its equity markets generally performed strongly as well. Global markets were broadly weaker, although pockets of strength existed in certain emerging market countries where encouraging political developments and reform momentum helped lift investor sentiment. Looking ahead, we expect the slow global growth environment to remain in place for the foreseeable future.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

1

Overseas Series

Fund Commentary

(unaudited)

Investment Objective

To maximize long-term growth by investing principally in the common stocks of companies located around the world. The Series invests primarily in foreign companies, including those in developed and emerging markets.

Performance Commentary

Global equity market performance was mixed during the twelve month period through October 31, 2014. The broad MSCI ACWI ex USA Index (ACWIxUS) was largely flat, returning 0.06%. Performance of the Overseas Series was weaker as the portfolio returned -6.12%, underperforming the benchmark on a relative basis.

The Series’ underperformance relative to the ACWIxUS during the year was driven by stock selection. Sector allocation also detracted from relative returns. Regarding major detractors from relative performance, stock selection in Energy, Consumer Staples, and Consumer Discretionary challenged relative returns. The Series’ overweight to Materials relative to the benchmark detracted from relative returns as well. From a country positioning and selection perspective, stock selection in Canada, the United Kingdom, and France challenged relative returns. The Series’ lack of exposure to India also challenged relative returns as India was one of the strongest global markets during the one year period.

Offsetting a portion of the relative performance weakness were positive contributions to relative returns from stock selection in Materials and Telecommunication Services. The Series’ overweight to Health Care relative to the benchmark also aided relative returns. At a country level, stock selection in Brazil and China contributed positively, as did the Series’ overweight to Denmark relative to the benchmark.

In regards to current portfolio positioning, we are focused on finding companies with growth drivers that are not tied to the broad global economy. We believe the key to generating attractive returns in the prevailing environment is the ability to identify individual businesses that can innovate and disrupt the competitive environment in which they operate. This involves finding businesses that are generating growth by creating new markets, expanding existing markets, or simply by taking share from their rivals.

As conditions in some of the world’s most important economic regions appear to be at different stages in the economic cycle, we believe investors should expect the monetary policies of major central banks — which have remained highly accommodative across the board in the developed world for a period of years — to diverge at some point in the future. This could lead to new bouts of volatility in financial markets. Given the lack of extremes in the market today, we would view the resurgence of volatility as a buying opportunity, but being selective is critical. Broadly speaking, valuations in the developed world are neutral at best, whereas valuations in select emerging markets are relatively more attractive. Shareholders should expect us to pursue areas of global markets where we see a compelling combination of attractive business fundamentals and long-term appreciation potential. As has been the case for more than 40 years, Manning & Napier remains committed to helping investors achieve their financial goals through an active, flexible approach to investment management.

Please see the next page for additional performance information as of October 31, 2014.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

The current international stock market cycle is 04/01/2003 through current.

All investments involve risks, including possible loss of principal. Funds whose investments are concentrated in foreign countries may be subject to fluctuating currency values, different accounting standards, and economic and political instability. The value of the Series may be affected by changes in exchange rates between foreign currencies and the U.S. dollar. Investments in emerging markets may be more volatile than investments in more developed markets.

2

Overseas Series

Performance Update as of October 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Overseas Series3,4		-6.12	%		5.29	%		6.86	%		8.46	%
MSCI ACWI ex USA Index5		0.06	%		6.09	%		6.59	%		6.19	%

The following graph compares the value of a $1,000,000 investment in the Manning & Napier Fund, Inc. - Overseas Series for the ten years ended October 31, 2014 to the MSCI ACWI ex USA Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.74%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.74% for the year ended October 31, 2014.

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

⁵The MSCI ACWI ex USA Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends, thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

3

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 (May 1, 2014 to October 31, 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                                   5/1/14	ENDING  ACCOUNT VALUE                           10/31/14	EXPENSES PAID  DURING PERIOD*                               5/1/14-10/31/14
Actual	$1,000.00	$896.10	$3.54
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.48	$3.77

*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 184/365 (to reflect the one-half year period).

4

Overseas Series

Portfolio Composition as of October 31, 2014

(unaudited)

5

Overseas Series

Investment Portfolio - October 31, 2014

	SHARES		VALUE
			(NOTE 2)
COMMON STOCKS - 98.4%
Consumer Discretionary - 18.0%
Automobiles - 0.8%
Toyota Motor Corp. (Japan)1		372,800	$	22,434,065
Diversified Consumer Services - 1.8%
Kroton Educacional S.A. (Brazil)		6,810,620		48,539,307
Hotels, Restaurants & Leisure - 2.0%
Accor S.A. (France)1		1,248,800		52,464,918
Internet & Catalog Retail - 0.5%
Ocado Group plc (United Kingdom)*1		3,123,638		12,442,691
Media - 7.4%
British Sky Broadcasting Group plc (United Kingdom)1		5,593,450		79,271,448
ITV plc (United Kingdom)1		4,488,630		14,582,082
Liberty Global plc - Class A - ADR (United Kingdom)*		716,330		32,571,525
Liberty Global plc - Class C - ADR (United Kingdom)*		556,600		24,752,002
Modern Times Group AB - Class B (Sweden)1		421,325		13,025,677
ProSiebenSat.1 Media AG (Germany)1		384,570		15,535,125
Societe Television Francaise 1 (France)1		1,035,186		15,433,089
				195,170,948
Multiline Retail - 1.0%
Marks & Spencer Group plc (United Kingdom)1		3,877,620		25,250,248
Specialty Retail - 1.6%
Kingfisher plc (United Kingdom)1		9,001,939		43,609,396
Textiles, Apparel & Luxury Goods - 2.9%
Adidas AG (Germany)1		596,160		43,439,764
lululemon athletica, Inc. (United States)*		813,550		33,884,357
				77,324,121
Total Consumer Discretionary				477,235,694
Consumer Staples - 21.2%
Beverages - 8.6%
AMBEV S.A. - ADR (Brazil)*		6,219,135		41,543,822
Anheuser-Busch InBev N.V. (Belgium)1		433,460		48,068,232
Carlsberg A/S - Class B (Denmark)1		307,300		27,103,448
Diageo plc (United Kingdom)1		1,513,730		44,643,321
Remy Cointreau S.A. (France)1		195,510		13,913,904
SABMiller plc (United Kingdom)1		953,360		53,924,646
				229,197,373
Food & Staples Retailing - 4.6%
Carrefour S.A. (France)1		1,853,145		54,316,217
Tesco plc (United Kingdom)1		23,944,470		66,469,314
				120,785,531

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

6

Overseas Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products - 5.2%
Charoen Pokphand Foods PCL (Thailand)1		20,890,019	$	20,051,348
Danone S.A. (France)1		891,690		60,931,378
Nestle S.A. (Switzerland)1		401,960		29,477,391
Unilever plc - ADR (United Kingdom)		679,120		27,320,998
				137,781,115
Personal Products - 1.1%
Beiersdorf AG (Germany)1		352,490		28,579,448
Tobacco - 1.7%
Imperial Tobacco Group plc (United Kingdom)1		722,110		31,369,656
Swedish Match AB (Sweden)1		453,740		14,754,284
				46,123,940
Total Consumer Staples				562,467,407
Energy - 12.8%
Energy Equipment & Services - 4.3%
CGG S.A. (France)*1		3,182,657		18,387,593
Petroleum Geo-Services ASA (Norway)1		2,473,040		12,283,120
Schlumberger Ltd. (United States)		653,200		64,444,712
Trican Well Service Ltd. (Canada)		2,060,940		18,469,007
Trican Well Service Ltd. - ADR (Canada)		83,360		736,736
				114,321,168
Oil, Gas & Consumable Fuels - 8.5%
Cameco Corp. (Canada)		3,040,760		52,848,409
Encana Corp. (Canada)		3,532,485		65,810,196
Koninklijke Vopak N.V. (Netherlands)1		276,080		13,845,216
Petroleo Brasileiro S.A. - ADR (Brazil)		1,738,127		21,257,293
Talisman Energy, Inc. (Canada)		8,266,940		52,738,830
Talisman Energy, Inc. - ADR (Canada)		202,460		1,291,695
Whitehaven Coal Ltd. (Australia)*1		12,332,606		16,539,593
				224,331,232
Total Energy				338,652,400
Financials - 5.1%
Banks - 1.7%
HSBC Holdings plc (United Kingdom)1		4,382,490		44,680,882
Capital Markets - 1.0%
CETIP S.A. - Mercados Organizados (Brazil)		2,028,190		25,701,266
Insurance - 2.4%
Admiral Group plc (United Kingdom)1		2,997,590		64,139,604
Total Financials				134,521,752

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

7

Overseas Series

Investment Portfolio - October 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Health Care - 12.4%
Health Care Equipment & Supplies - 2.1%
BioMerieux (France)1		136,630	$	14,413,105
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		40,428,000		40,882,229
				55,295,334
Health Care Providers & Services - 3.6%
Fresenius Medical Care AG & Co. KGaA (Germany)1		772,970		56,734,177
Life Healthcare Group Holdings Ltd. (South Africa)1		9,988,820		37,773,738
				94,507,915
Life Sciences Tools & Services - 1.1%
QIAGEN N.V. (United States)*1		1,303,166		30,626,248
QIAGEN N.V. - ADR (United States)*		3,340		78,356
				30,704,604
Pharmaceuticals - 5.6%
Novo Nordisk A/S - Class B (Denmark)1		940,515		42,513,839
Otsuka Holdings Co. Ltd. (Japan)1		605,420		21,236,958
Roche Holding AG (Switzerland)1		100,300		29,598,694
Sanofi (France)1		596,967		54,168,781
				147,518,272
Total Health Care				328,026,125
Industrials - 10.8%
Airlines - 2.3%
Latam Airlines Group S.A. - ADR (Chile)*		1,295,321		15,802,916
Ryanair Holdings plc - ADR (Ireland)*		819,237		45,500,423
				61,303,339
Commercial Services & Supplies - 0.7%
Aggreko plc (United Kingdom)1		814,943		19,882,846
Electrical Equipment - 1.5%
Nexans S.A. (France)*1		585,810		17,849,950
Schneider Electric SE (France)1		265,066		20,883,503
				38,733,453
Machinery - 3.0%
Komatsu Ltd. (Japan)1		1,194,900		28,210,824
SKF AB - Class B (Sweden)1		2,522,660		50,598,075
				78,808,899
Professional Services - 1.8%
SGS S.A. (Switzerland)1		21,410		47,070,381
Trading Companies & Distributors - 1.5%
Brenntag AG (Germany)1		832,730		40,405,344
Total Industrials				286,204,262

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

8

Overseas Series

Investment Portfolio - October 31, 2014

	SHARES		VALUE
			(NOTE 2)
COMMON STOCKS (continued)
Information Technology - 4.6%
Internet Software & Services - 3.2%
Qihoo 360 Technology Co. Ltd. - ADR (China)*		565,110	$	41,241,728
Tencent Holdings Ltd. (China)1		2,635,700		42,361,690
				83,603,418
IT Services - 1.4%
Amdocs Ltd. - ADR (United States)		787,720		37,448,209
Total Information Technology				121,051,627
Materials - 11.9%
Chemicals - 4.2%
Akzo Nobel N.V. (Netherlands)1		208,640		13,913,459
Potash Corp. of Saskatchewan, Inc. (Canada)		909,001		31,060,564
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		625,500		14,843,115
Syngenta AG (Switzerland)1		83,023		25,675,494
Umicore S.A. (Belgium)1		661,940		25,980,107
				111,472,739
Construction Materials - 2.6%
CRH plc (Ireland)1		1,805,953		40,128,501
Holcim Ltd. (Switzerland)1		398,310		28,269,880
				68,398,381
Metals & Mining - 5.1%
Alumina Ltd. (Australia)*1		17,139,005		24,770,962
Iluka Resources Ltd. (Australia)1		2,084,400		13,381,300
Norsk Hydro ASA (Norway)1		7,979,324		44,675,584
Teck Resources Ltd. - Class B (Canada)		2,207,630		34,836,401
ThyssenKrupp AG (Germany)*1		816,780		19,685,663
				137,349,910
Total Materials				317,221,030
Telecommunication Services - 1.6%
Wireless Telecommunication Services - 1.6%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		1,798,340		43,897,479
TOTAL COMMON STOCKS
(Identified Cost $2,705,333,589)				2,609,277,776

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

9

Overseas Series

Investment Portfolio - October 31, 2014

	SHARES		VALUE
			(NOTE 2)
SHORT-TERM INVESTMENT - 0.6%
Dreyfus Cash Management, Inc. - Institutional Shares2 , 0.03%
(Identified Cost $ 16,943,766)		16,943,766	$	16,943,766
TOTAL INVESTMENTS - 99.0%
(Identified Cost $ 2,722,277,355)				2,626,221,542
OTHER ASSETS, LESS LIABILITIES - 1.0%				26,086,024
NET ASSETS - 100%			$	2,652,307,566

ADR - American 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 October 31, 2014.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United Kingdom - 22.0%; France - 12.2%.

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.

10

Overseas Series

Statement of Assets & Liabilities

October 31, 2014

ASSETS:
Investments, at value (identified cost $ 2,722,277,355) (Note 2)	$	2,626,221,542
Receivable for securities sold		21,214,989
Dividends receivable		3,422,740
Foreign tax reclaims receivable		2,622,016
Receivable for fund shares sold		818,852
TOTAL ASSETS		2,654,300,139
LIABILITIES:
Accrued management fees (Note 3)		1,575,879
Accrued fund accounting and administration fees (Note 3)		92,893
Accrued transfer agent fees (Note 3)		2,656
Accrued Directors’ fees (Note 3)		474
Accrued Chief Compliance Officer service fees (Note 3)		407
Accrued custodian fees		182,421
Payable for fund shares repurchased		51,012
Other payables and accrued expenses		86,831
TOTAL LIABILITIES		1,992,573
TOTAL NET ASSETS	$	2,652,307,566
NET ASSETS CONSIST OF:
Capital stock	$	1,091,010
Additional paid-in-capital		2,526,471,847
Undistributed net investment income		34,087,879
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		186,936,251
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(96,279,421	)
TOTAL NET ASSETS	$	2,652,307,566
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($2,652,307,566/109,100,989 shares)	$	24.31

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

11

Overseas Series

Statement of Operations

For the Year Ended October 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $5,865,416)	$	58,876,658
EXPENSES:
Management fees (Note 3)		19,512,799
Fund accounting and administration fees (Note 3)		338,478
Transfer agent fees (Note 3)		9,935
Directors’ fees (Note 3)		6,428
Chief Compliance Officer service fees (Note 3)		3,161
Custodian fees		547,615
Miscellaneous		288,902
Total Expenses		20,707,318
NET INVESTMENT INCOME		38,169,340
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on-
Investments (net of foreign capital gains tax, $2,214,386)		187,467,367
Foreign currency and translation of other assets and liabilities		710,648
		188,178,015
Net change in unrealized appreciation (depreciation) on-
Investments		(407,484,754	)
Foreign currency and translation of other assets and liabilities		(478,218	)
		(407,962,972	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(219,784,957	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(181,615,617	)

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

12

Overseas Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	38,169,340		$	38,756,582
Net realized gain on investments and foreign currency		188,178,015			156,993,045
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(407,962,972	)		305,513,721
Net increase (decrease) from operations		(181,615,617	)		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)		314,510,810			200,567,153
Net increase (decrease) in net assets		(9,354,267	)		667,662,686
NET ASSETS:
Beginning of year		2,661,661,833			1,993,999,147
End of year (including undistributed net investment income of $34,087,879 and $33,673,008, respectively)	$	2,652,307,566		$	2,661,661,833

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

13

Overseas Series

Financial Highlights

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	27.39		$	22.47		$	22.63		$	24.22		$	21.68
Income (loss) from investment operations:
Net investment income1		0.36			0.41			0.36			0.75			0.32
Net realized and unrealized gain (loss) on investments		(1.98	)		4.88			0.51			(2.09	)		2.41
Total from investment operations		(1.62	)		5.29			0.87			(1.34	)		2.73
Less distributions to shareholders:
From net investment income		(0.37	)		(0.37	)		(0.52	)		(0.25	)		(0.19	)
From net realized gain on investments		(1.09	)		—			(0.51	)		—	2		—
Total distributions to shareholders		(1.46	)		(0.37	)		(1.03	)		(0.25	)		(0.19	)
Net asset value - End of year	$	24.31		$	27.39		$	22.47		$	22.63		$	24.22
Net assets - End of year (000’s omitted)	$	2,652,308		$	2,661,662		$	1,993,999		$	1,336,187		$	918,272
Total return3		(6.13	%)		23.87	%		4.61	%		(5.61	%)		12.68	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.74	%		0.75	%		0.75	%		0.75	%		0.75	%
Net investment income		1.37	%		1.65	%		1.68	%		3.04	%		1.42	%
Portfolio turnover		39	%		43	%		42	%		37	%		36	%
*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	%4		0.01	%		0.01	%

¹Calculated based on average shares outstanding during the years.

²Less than $0.01 per share.

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

⁴Less than 0.01%.

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

14

Overseas Series

Notes to Financial Statements

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 200 million have been designated as Overseas Series Class A common stock.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Series. The Series is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 - Investment Companies, which is part of accounting principles generally accepted in the United States of America (“GAAP”).

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.

15

Overseas Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of October 31, 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	$	477,235,694	$	139,747,191	$	337,488,503	$	—
Consumer Staples		562,467,407		68,864,820		493,602,587		—
Energy		338,652,400		277,596,878		61,055,522		—
Financials		134,521,752		25,701,266		108,820,486		—
Health Care		328,026,125		78,356		327,947,769		—
Industrials		286,204,262		61,303,339		224,900,923		—
Information Technology		121,051,627		78,689,937		42,361,690		—
Materials		317,221,030		80,740,080		236,480,950		—
Telecommunication Services		43,897,479		43,897,479		—		—
Mutual Fund		16,943,766		16,943,766		—		—
Total assets	$	2,626,221,542	$	793,563,112	$	1,832,658,430	$	—

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 October 31, 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 year ended October 31, 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

16

Overseas Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 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, 2011 through October 31, 2014. 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 GAAP 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.

17

Overseas Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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

The Advisor has contractually agreed, until at least February 29, 2016, 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 year ended October 31, 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, until at least October 1, 2015.

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

4. Purchases and Sales of Securities

For the year ended October 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,315,144,165 and $1,047,128,308, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in Class A shares of Overseas Series were:

	FOR THE YEAR ENDED  10/31/2014						FOR THE YEAR ENDED  10/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		20,258,326		$	535,992,896			19,752,519		$	486,212,377
Reinvested		5,259,496			133,801,586			1,356,900			31,303,684
Repurchased		(13,577,127	)		(355,283,672	)		(12,672,474	)		(316,948,908	)
Total		11,940,695		$	314,510,810			8,436,945		$	200,567,153

18

Overseas Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

At October 31, 2014, the retirement plan of the Advisor and its affiliates owned 215,341 shares of the Series (0.2% of shares outstanding) valued at $5,234,934.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 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 GAAP. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales and foreign currency gains and losses, passive foreign investment company (PFIC) gains and losses and foreign capital gains taxes paid. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the fiscal year ended October 31, 2014, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $1, reduce Undistributed Net Investment Income by $1,503,738 and increase Accumulated Net Realized Gain on Investments by $1,503,737. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 10/31/14		FOR THE YEAR ENDED 10/31/13
Ordinary income	$	51,695,346	$	34,167,815
Long-term capital gains		90,554,114		—

At October 31, 2014, the tax basis of components of distributable earnings and the net unrealized depreciation based on the identified cost for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	2,723,372,120
Unrealized appreciation		232,516,076
Unrealized depreciation		(329,666,654	)
Net unrealized depreciation	$	(97,150,578	)
Undistributed ordinary income		69,177,629
Undistributed long-term capital gains		152,942,427

19

Overseas Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Overseas Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 19, 2014

20

Overseas Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $63,155,905 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

The Series has elected to pass through to its shareholders, foreign source income of $64,709,493 and foreign taxes paid of $3,397,108 for the year ended October 31, 2014.

The Series designates $152,944,331 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2014.

21

Overseas Series

Directors’ and Officers’ Information

(unaudited)

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

Interested Director/Officer
Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002;
	President since 2004; Vice President 1984-2003.
Principal Occupation(s) During Past 5 Years:	Executive Vice President since 1993; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2002-2010 - Manning & Napier Advisors, LLC; President, Director - Manning & Napier Investor Services, Inc.
	Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman,
	Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Independent Directors
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008)
	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)

Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	68
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments);
	Managing Member, PMSV Holdings LLC (investments) since 1991;
	Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-2009)
	GMP Companies (2000-present)
	HoustonPharma (2000-2009)
	Cytos Biotechnology Ltd. (2012-present)

22

Overseas Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010)
	New York Collegium (non-profit) (2004-2011)
	Boston Early Music Festival (non-profit)

Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994;
	Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Officers

Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC
	Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	27
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

23

Overseas Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager
	(1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004;
	Anti-Money Laundering Compliance Officer
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000;
	Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

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

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

24

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25

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-10/14-AR

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

The global economy remained on a slow growth path during the past year. Developed economies continued to support economic growth through accommodative monetary policy, and as the year progressed, central banks in areas such as Europe and Japan loosened policy further to combat persistent growth headwinds. Meanwhile, the U.S. economy slowed as it meandered through a very harsh winter, but recovered quickly during the spring and summer months of 2014. The Federal Reserve completed its third quantitative easing program, and market expectations for subsequent adjustment to domestic monetary policy during 2015 helped fuel a meaningful increase in the value of the dollar relative to other global currencies during the period. With the U.S. economy making positive strides, its equity markets generally performed strongly as well. Global markets were broadly weaker, although pockets of strength existed in certain emerging market countries where encouraging political developments and reform momentum helped lift investor sentiment. Looking ahead, we expect the slow global growth environment to remain in place for the foreseeable future.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

1

Fund Commentary

(unaudited)

Investment Objective

The Pro-Blend^® Series are strategically allocated across stocks, bonds, and cash to balance growth, capital preservation, and income depending upon an investor’s overall level of risk tolerance.

Performance Commentary

U.S. equity markets generally delivered positive absolute returns for the twelve-month period ended October 31, 2014. The S&P 500 Total Return Index gained 17.25%. In contrast, global equity market performance was weaker. The broad MSCI ACWI ex USA Index (ACWIxUS) was largely flat, returning 0.06%. Meanwhile, bond markets as represented by the Barclays U.S. Aggregate Bond Index were positive, returning 4.14%. Each share class of the Pro-Blend^® Series — that is, the Maximum Term, Extended Term, Moderate Term, and Conservative Term — underperformed its blended benchmark during the one year period. The only exception to this was the Pro-Blend^® Conservative Term Series Class I, which modestly outperformed its blended benchmark. Despite the near-term relative underperformance, each of the Pro-Blend^® Series has continued to provide positive absolute returns and outperform their respective benchmarks over the current U.S. stock market cycle. The cycle includes a prolonged bear market from April 2000 to February 2009, a recovery, and the current bull market. Since the cycle began, each Series has outperformed its respective blended benchmark with the exception of the Pro-Blend^® Conservative Term Series Class C, which modestly underperformed.

Among key drivers of each Series’ underperformance relative to their blended benchmarks during the one year period were overall fixed income selection and equity sector positioning. Additionally, stock selection in Health Care and Consumer Staples challenged relative returns, as did the Series’ overweight allocations to Energy and Consumer Discretionary sectors relative to their benchmarks.

Overall asset allocation positively contributed to relative returns, as each of the Series were more heavily allocated to stocks than their benchmarks were during a year in which stocks generally outperformed bonds. This offset a portion of the Series’ relative underperformance. Stock selection in Information Technology and Materials sectors also aided relative returns. Relative to their benchmarks, the Series’ overweight to Information Technology was a notable positive contributor to relative performance as well.

Regarding current portfolio positioning, in the equity portion of each Series we are focused on finding companies with growth drivers that are not tied to the broad economy. We believe the key to generating attractive returns in the prevailing environment is the ability to identify individual businesses that can innovate and disrupt the competitive environment in which they operate. This involves finding businesses that are generating growth by creating new markets, expanding existing markets, or simply by taking share from their rivals.

In fixed income markets, we continue to believe that a more defensive fixed income posture is warranted, which is how we would characterize our current fixed income positioning. Specifically, given current yield levels and the potential for rising interest rates, we are finding a better risk/reward trade-off in shorter-term bonds. Businesses should benefit as economic conditions continue to improve, enhancing the attractiveness of the corporate sector. This sector has been a primary focus area in the Series over the past few years, and we believe it will remain an attractive area going forward.

As conditions in some of the world’s most important economic regions appear to be at different stages in the economic cycle, we believe investors should expect the monetary policies of major central banks — which have remained highly accommodative across the board in the developed world for a period of years — to diverge at some point in the future. This could lead to new bouts of volatility in financial markets. Given the lack of extremes in the market today, we would view the resurgence of volatility as a buying opportunity, but being selective is critical. Broadly speaking, valuations in the developed world are neutral at best, whereas valuations in select emerging markets are relatively more attractive. Shareholders should expect us to pursue areas of global markets where we see a compelling combination of attractive business fundamentals and long-term appreciation potential. As has been the case for more than 40 years, Manning & Napier remains committed to helping investors achieve their financial goals through an active, flexible approach to investment management.

2

Fund Commentary

(unaudited)

Performance Commentary (continued)

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

All investments involve risks, including possible loss of principal. As with any stock fund, the value of your investment will fluctuate in response to stock market movements. Investing in the Series will also involve a number of other risks, including issuer-specific risk, foreign investment risk, and mid-cap risk. In addition, because the Advisor manages the Series with a quantitative approach, the Series is subject to the additional risk that the investment approach may not be successful. Further, the Advisor does not intend to make frequent changes to the Series’ portfolio in response to market movements.

3

Performance Update - Pro-Blend^® Conservative Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS  OF OCTOBER 31, 2014
	ONE YEAR1	FIVE YEAR	TEN YEAR	SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term
Series - Class S3	5.46%	6.90%	5.95%	6.16%
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term
Series - Class I3,4	5.66%	7.11%	6.08%	6.23%
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term
Series - Class C3,5	4.58%	6.05%	5.15%	5.38%
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term
Series - Class R3,5	5.08%	6.61%	5.69%	5.92%
Barclays U.S Intermediate Aggregate Bond Index6	2.90%	3.62%	4.31%	5.43%
Conservative Term Composite Benchmark7	5.52%	6.69%	5.70%	6.42%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S for the ten years ended October 31, 2014 to the Barclays U.S. Intermediate Aggregate Bond Index and Conservative Term Composite Benchmark.

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

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

³ The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 0.87% for Class S, 0.67% for Class I, 1.67% for Class C and 1.17% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.87% for Class S, 0.67% for Class I, 1.67% for Class C and 1.17% for Class R for the year ended October 31, 2014.

⁴ For the periods through the inception of Class I on March 28, 2008, performance is based on the hypothetical performance of Class S shares. Because Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁵ For periods through the inception of Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc.

- Pro-Blend^® Conservative Term Series - Class S adjusted for expense differences.

4

Performance Update - Pro-Blend^® Conservative Term Series

(unaudited)

⁶The Barclays U.S Intermediate Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities greater than one year but less than ten years. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁷The Conservative Term Composite Benchmark is a blend of the Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Barclays U.S. Intermediate Aggregate Bond Index (BIAB) in the following weightings: 15% Russell 3000, 5% ACWIxUS, and 80% BIAB through 05/31/2012; and 22% Russell 3000, 8% ACWIxUS, and 70% BIAB beginning 06/01/2012. Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/ 1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends, thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BIAB is an unmanaged, market value-weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities with maturities of greater than one year but less than ten years. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the Conservative Term Composite Benchmark.

5

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 (May 1, 2014 to October 31, 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                   5/1/14	ENDING  ACCOUNT VALUE                   10/31/14	EXPENSES PAID  DURING PERIOD                   5/1/14-10/31/14*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,012.20	$4.41	0.87%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.82	$4.43	0.87%
Class I
Actual	$1,000.00	$1,013.80	$3.40	0.67%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.83	$3.41	0.67%
Class C
Actual	$1,000.00	$1,008.40	$8.45	1.67%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.79	$8.49	1.67%
Class R
Actual	$1,000.00	$1,010.50	$5.93	1.17%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.31	$5.96	1.17%

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

6

Portfolio Composition - Pro-Blend^® Conservative Term Series

As of October 31, 2014 (unaudited)

Sector Allocation4
Financials	22.1	%
Consumer Discretionary	11.0	%
Information Technology	6.4	%
Energy	5.8	%
Consumer Staples	5.0	%
Industrials	4.8	%
Health Care	4.7	%
Materials	3.5	%
Telecommunication Services	1.0	%
Utilities	0.4	%
4 Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Five Stock Holdings5
EMC Corp.	1.1	%
Cerner Corp.	1.0	%
Twenty-First Century Fox, Inc. - Class A	1.0	%
General Electric Co.	0.9	%
Monsanto Co.	0.9	%
5 As a percentage of total investments.
Top Five Bond Holdings6
U.S. Treasury Bill, 0.10%, 7/23/2015	3.2	%
U.S. Treasury Bill, 0.09%, 9/17/2015	1.8	%
Fannie Mae, 0.50%, 9/28/2015	1.4	%
Freddie Mac, 2.00%, 8/25/2016	1.3	%
Fannie Mae, 1.38%, 11/15/2016	1.2	%
6 As a percentage of total investments.

7

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 34.0%
Consumer Discretionary - 7.0%
Auto Components - 0.0%##
Halla Holdings Corp. (South Korea)1		1,071	$	70,819
Mando Corp. (South Korea)*1		1,169		220,405
				291,224
Automobiles - 0.1%
Hyundai Motor Co. (South Korea)1		1,520		241,196
Toyota Motor Corp. - ADR (Japan)		12,690		1,539,931
				1,781,127
Diversified Consumer Services - 0.2%
Apollo Education Group, Inc.*		124,520		3,568,743
Kroton Educacional S.A. (Brazil)		82,080		584,984
				4,153,727
Hotels, Restaurants & Leisure - 0.6%
Accor S.A. (France)1		9,220		387,353
Arcos Dorados Holdings, Inc. - Class A (Argentina)		16,800		103,488
Hyatt Hotels Corp. - Class A*		7,340		434,675
McDonald’s Corp.		29,860		2,798,778
SeaWorld Entertainment, Inc.		65,190		1,254,256
Whistler Blackcomb Holdings, Inc. (Canada)		40,380		681,808
Yum! Brands, Inc.		57,330		4,118,014
				9,778,372
Household Durables - 0.5%
DR Horton, Inc.		97,603		2,224,372
Lennar Corp. - Class A		61,880		2,665,790
LG Electronics, Inc. (South Korea)1		2,240		136,800
Toll Brothers, Inc.*		67,260		2,148,957
TRI Pointe Homes, Inc.*		16,590		227,117
WCI Communities, Inc.*		5,960		111,810
				7,514,846
Internet & Catalog Retail - 0.8%
Amazon.com, Inc.*		15,800		4,826,268
The Priceline Group, Inc.*		4,630		5,584,752
TripAdvisor, Inc.*		35,180		3,119,059
				13,530,079
Leisure Products - 0.1%
Mattel, Inc.		28,190		875,863
Media - 4.2%
AMC Networks, Inc. - Class A*		160,470		9,732,505
Gannett Co., Inc.		220,670		6,951,105
Global Mediacom Tbk PT (Indonesia)1		1,443,950		234,354
Lamar Advertising Co. - Class A		31,850		1,645,053
Liberty Global plc - Class A - ADR (United Kingdom)*		69,570		3,163,348
Liberty Global plc - Class C - ADR (United Kingdom)*		70,210		3,122,239
Nexstar Broadcasting Group, Inc. - Class A		53,850		2,429,712
Sinclair Broadcast Group, Inc. - Class A		179,940		5,227,257
Starz - Class A*		173,240		5,353,116
Time Warner, Inc.		48,740		3,873,368
Tribune Media Co. - Class A*		51,660		3,461,220
Twenty-First Century Fox, Inc. - Class A		459,090		15,829,423
Viacom, Inc. - Class B		131,800		9,579,224
				70,601,924
Specialty Retail - 0.2%
Belle International Holdings Ltd. (Hong Kong)1		226,890		288,723
China ZhengTong Auto Services Holdings Ltd. (China)1		417,000		236,231
Groupe Fnac S.A. (France)*1		69		2,921
The Home Depot, Inc.		22,610		2,204,927
Sa Sa International Holdings Ltd. (Hong Kong)1		169,510		117,193
Staples, Inc.		101,100		1,281,948
				4,131,943
Textiles, Apparel & Luxury Goods - 0.3%
lululemon athletica, Inc.*		131,150		5,462,397
Total Consumer Discretionary				118,121,502
Consumer Staples - 4.1%
Beverages - 1.7%
AMBEV S.A. - ADR (Brazil)*		595,340		3,976,871
Anheuser-Busch InBev N.V. (Belgium)1		67,740		7,511,978
Cia Cervecerias Unidas S.A. - ADR (Chile)		14,180		302,176
The Coca-Cola Co.		81,060		3,394,793
Diageo plc (United Kingdom)1		223,170		6,581,788
Diageo plc - ADR (United Kingdom)		8,320		981,510
Dr. Pepper Snapple Group, Inc.		11,920		825,460
Molson Coors Brewing Co. - Class B		19,900		1,480,162
PepsiCo, Inc.		33,370		3,209,193
SABMiller plc (United Kingdom)1		1,420		80,319
				28,344,250
Food & Staples Retailing - 0.4%
Raia Drogasil S.A. (Brazil)		21,400		194,231
Tesco plc (United Kingdom)1		800,850		2,223,142
Wal-Mart Stores, Inc.		52,980		4,040,785
				6,458,158

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

8

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products - 0.9%
Charoen Pokphand Foods PCL (Thailand)1		323,510	$	310,522
ConAgra Foods, Inc.		35,960		1,235,226
Ingredion, Inc.		2,130		164,543
M Dias Branco S.A. (Brazil)		4,860		188,995
Nestle S.A. (Switzerland)1		88,530		6,492,271
Tiger Brands Ltd. (South Africa)1		8,560		257,646
Unilever plc - ADR (United Kingdom)		155,110		6,240,075
				14,889,278
Household Products - 0.5%
Colgate-Palmolive Co.		13,810		923,613
Energizer Holdings, Inc.		30,570		3,749,411
Kimberly-Clark Corp.		6,430		734,756
The Procter & Gamble Co.		36,290		3,167,028
				8,574,808
Personal Products - 0.0%##
Natura Cosmeticos S.A. (Brazil)		13,540		196,715
Tobacco - 0.6%
Imperial Tobacco Group plc (United Kingdom)1		122,230		5,309,874
Philip Morris International, Inc.		56,170		4,999,692
				10,309,566
Total Consumer Staples				68,772,775
Energy - 4.3%
Energy Equipment & Services - 1.7%
Baker Hughes, Inc.		138,940		7,358,262
Cameron International Corp.*		121,800		7,253,190
Core Laboratories N.V. - ADR		840		117,205
Oceaneering International, Inc.		1,180		82,919
Schlumberger Ltd.		75,470		7,445,870
SPT Energy Group, Inc. (China)1		307,000		96,719
Weatherford International plc - ADR*		352,530		5,788,543
				28,142,708
Oil, Gas & Consumable Fuels - 2.6%
Apache Corp.		23,520		1,815,744
BP plc - ADR (United Kingdom)		14,830		644,512
Chevron Corp.		15,390		1,846,031
Cloud Peak Energy, Inc.*		8,890		106,413
CNOOC Ltd. - ADR (China)		4,350		680,209
ConocoPhillips		40,340		2,910,531
Cosan S.A. Industria e Comercio (Brazil)		7,630		106,510
Encana Corp. (Canada)		3,570		66,509
EOG Resources, Inc.		17,520		1,665,276
Exxon Mobil Corp.		53,380		5,162,380
Hess Corp.		149,950		12,717,259
Koninklijke Vopak N.V. (Netherlands)1		2,920		146,436
Occidental Petroleum Corp.		10,330		918,647
Pacific Rubiales Energy Corp. (Colombia)		22,090		333,197
Peabody Energy Corp.		535,250		5,582,657
Petroleo Brasileiro S.A. - ADR (Brazil)		16,250		198,737
Range Resources Corp.		41,540		2,841,336
Royal Dutch Shell plc - Class A - ADR (Netherlands)		34,470		2,474,601
Statoil ASA - ADR (Norway)		40,660		933,147
Talisman Energy, Inc. (Canada)		229,540		1,464,347
Total S.A. (France)1		12,940		772,560
				43,387,039
Total Energy				71,529,747
Financials - 4.1%
Banks - 1.1%
BankUnited, Inc.		21,450		641,355
Citigroup, Inc.		62,640		3,353,119
Hong Leong Financial Group Berhad (Malaysia)1		46,530		256,029
HSBC Holdings plc (United Kingdom)1		768,490		7,835,000
ICICI Bank Ltd. - ADR (India)		3,500		197,260
JPMorgan Chase & Co.		15,590		942,883
Popular, Inc.*		107,520		3,427,738
U.S. Bancorp.		20,630		878,838
Wells Fargo & Co.		29,190		1,549,697
				19,081,919
Capital Markets - 0.1%
American Capital Ltd.*		26,280		389,732
Apollo Investment Corp.		45,510		375,457
Ares Capital Corp.		22,430		358,656
BlackRock Kelso Capital Corp.		43,320		382,082
MCG Capital Corp.		112,740		403,609
PennantPark Investment Corp.		35,260		383,629
				2,293,165
Diversified Financial Services - 0.0%##
Berkshire Hathaway, Inc. - Class B*		620		86,899
JSE Ltd. (South Africa)1		40,430		393,679
				480,578
Insurance - 0.3%
Admiral Group plc (United Kingdom)1		102,600		2,195,338
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		42,220		126,938
Principal Financial Group, Inc.		21,440		1,122,813

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

9

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Insurance (continued)
The Progressive Corp.		31,060	$	820,295
				4,265,384
Real Estate Investment Trusts (REITS) - 2.3%
Agree Realty Corp.		15,160		464,048
Alexandria Real Estate Equities, Inc.		5,550		460,650
American Campus Communities, Inc.		15,190		596,511
Apartment Investment & Management Co. - Class A		12,440		445,228
Associated Estates Realty Corp.		22,550		440,401
AvalonBay Communities, Inc.		2,490		388,042
BioMed Realty Trust, Inc.		57,370		1,246,076
Boston Properties, Inc.		2,390		302,933
Camden Property Trust		4,920		377,216
CatchMark Timber Trust, Inc. - Class A		58,200		680,940
CBS Outdoor Americas, Inc.		48,100		1,463,683
Chesapeake Lodging Trust		15,870		524,345
CoreSite Realty Corp.		11,330		419,437
Corporate Office Properties Trust		38,000		1,038,920
Crown Castle International Corp.		3,100		242,172
CubeSmart		13,210		278,071
DDR Corp.		21,250		385,475
Digital Realty Trust, Inc.		24,980		1,723,370
Duke Realty Corp.		20,830		394,937
DuPont Fabros Technology, Inc.		13,210		409,114
Education Realty Trust, Inc.		34,270		385,880
Equity Lifestyle Properties, Inc.		5,630		276,433
Equity One, Inc.		10,900		261,600
Equity Residential		5,960		414,578
Essex Property Trust, Inc.		2,090		421,678
Excel Trust, Inc.		19,340		251,420
Extra Space Storage, Inc.		4,140		240,782
Fibra Shop Portafolios Inmobiliarios SAPI de CV (Mexico)		135,400		183,902
General Growth Properties, Inc.		15,580		403,678
HCP, Inc.		14,610		642,402
Health Care REIT, Inc.		7,270		516,970
Healthcare Trust of America, Inc.		22,120		284,021
Home Properties, Inc.		4,130		265,600
Host Hotels & Resorts, Inc.		22,000		512,820
Inland Real Estate Corp.		24,660		261,643
Kimco Realty Corp.		27,560		687,622
Kite Realty Group Trust		19,757		511,509
Mack-Cali Realty Corp.		34,890		653,490
Mid-America Apartment Communities, Inc.		6,210		438,799
Pebblebrook Hotel Trust		13,490		574,674
Pennsylvania Real Estate Investment Trust		12,480		267,446
Physicians Realty Trust		54,950		842,933
Plum Creek Timber Co., Inc.		69,950		2,868,649
Potlatch Corp.		1,760		77,422
Public Storage		2,720		501,405
Rayonier, Inc.		1,730		57,903
Rouse Properties, Inc.		27,530		501,321
Saul Centers, Inc.		2,580		141,771
Scentre Group (Australia)*1		59,441		189,614
Simon Property Group, Inc.		8,050		1,442,641
Sovran Self Storage, Inc.		6,380		542,874
UDR, Inc.		13,400		405,082
Ventas, Inc.		7,030		481,625
Washington Prime Group, Inc.		20,465		360,798
Washington Real Estate Investment Trust		9,260		261,688
Westfield Corp. (Australia)1		99,610		699,962
Weyerhaeuser Co.		240,680		8,149,425
				38,263,629
Real Estate Management & Development - 0.3%
BR Malls Participacoes S.A. (Brazil)		15,400		123,677
Forest City Enterprises, Inc. - Class A*		18,200		380,198
Forestar Group, Inc.*		6,730		117,439
General Shopping Brasil S.A. (Brazil)*		85,740		233,563
Realogy Holdings Corp.*		103,190		4,231,822
				5,086,699
Total Financials				69,471,374
Health Care - 4.1%
Biotechnology - 0.0%##
Green Cross Corp. (South Korea)1		4,640		593,825
Health Care Equipment & Supplies - 0.1%
Baxter International, Inc.		9,160		642,482
Neogen Corp.*		3,720		163,308
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		571,800		578,224
				1,384,014
Health Care Providers & Services - 0.9%
Catamaran Corp.*		154,400		7,360,248
Express Scripts Holding Co.*		90,040		6,916,873
KPJ Healthcare Berhad (Malaysia)1		113,440		134,859
Life Healthcare Group Holdings Ltd. (South Africa)1		91,730		346,886
				14,758,866

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

10

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Technology - 1.0%
Cerner Corp.*		258,860	$	16,396,192
Pharmaceuticals - 2.1%
AbbVie, Inc.		19,720		1,251,431
Eli Lilly & Co.		15,730		1,043,371
GlaxoSmithKline plc - ADR (United Kingdom)		42,874		1,950,338
Johnson & Johnson		103,560		11,161,697
Merck & Co., Inc.		41,340		2,395,240
Novartis AG - ADR (Switzerland)		30,510		2,827,972
Pfizer, Inc.		90,290		2,704,185
Roche Holding AG (Switzerland)1		4,330		1,277,790
Sanofi (France)1		25,380		2,302,981
Sanofi - ADR (France)		166,187		7,684,487
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		11,520		650,534
				35,250,026
Total Health Care				68,382,923
Industrials - 2.3%
Aerospace & Defense - 0.1%
The Boeing Co.		9,490		1,185,396
Lockheed Martin Corp.		4,480		853,754
				2,039,150
Air Freight & Logistics - 0.1%
United Parcel Service, Inc. - Class B		8,770		920,061
Airlines - 0.0%##
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		56,710		293,191
Latam Airlines Group S.A. - ADR (Chile)*		23,445		286,029
				579,220
Commercial Services & Supplies - 0.1%
MiX Telematics Ltd. - ADR (South Africa)*		12,650		112,711
Rollins, Inc.		2,660		84,774
Waste Management, Inc.		45,110		2,205,428
				2,402,913
Electrical Equipment - 0.1%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		36,690		804,980
Emerson Electric Co.		11,950		765,517
Polypore International, Inc.*		2,240		98,381
				1,668,878
Industrial Conglomerates - 1.1%
3M Co.		11,360		1,746,828
General Electric Co.		553,295		14,280,544
Siemens AG - ADR (Germany)		13,940		1,571,596
				17,598,968
Machinery - 0.6%
AGCO Corp.		2,520		111,661
Caterpillar, Inc.		8,360		847,788
Deere & Co.		950		81,263
Donaldson Co., Inc.		16,440		683,575
FANUC Corp. (Japan)1		680		119,840
Illinois Tool Works, Inc.		7,530		685,607
Joy Global, Inc.		128,350		6,755,061
Kennametal, Inc.		1,300		50,193
KUKA AG (Germany)1		1,370		86,342
Pall Corp.		2,350		214,837
Pentair plc (United Kingdom)		2,690		180,365
Sany Heavy Equipment International Holdings Co. Ltd. (China)*1		521,950		115,688
Xylem, Inc.		5,350		194,526
				10,126,746
Marine - 0.0%##
Sinotrans Shipping Ltd. (China)*1		1,084,740		296,711
Professional Services - 0.0%##
SGS S.A. (Switzerland)1		30		65,956
Road & Rail - 0.1%
Kansas City Southern		990		121,562
Union Pacific Corp.		16,650		1,938,893
				2,060,455
Trading Companies & Distributors - 0.1%
Brenntag AG (Germany)1		3,230		156,725
Fastenal Co.		29,850		1,314,594
				1,471,319
Total Industrials				39,230,377
Information Technology - 5.5%
Communications Equipment - 1.0%
Cisco Systems, Inc.		110,870		2,712,989
Juniper Networks, Inc.		547,010		11,525,501
Palo Alto Networks, Inc.*		400		42,280
Qualcomm, Inc.		20,630		1,619,661
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		60,230		713,123
				16,613,554
Electronic Equipment, Instruments & Components - 0.0%##
Cognex Corp.*		1,950		77,142

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

11

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Internet Software & Services - 1.0% eBay, Inc.*		155,030	$	8,139,075
Google, Inc. - Class A*		7,500		4,259,025
Google, Inc. - Class C*		7,540		4,215,463
Qihoo 360 Technology Co. Ltd. - ADR (China)*		3,340		243,753
Tencent Holdings Ltd. (China)1		17,000		273,229
Youku Tudou, Inc. - ADR (China)*		8,130		159,348
				17,289,893
IT Services - 1.1%
Accenture plc - Class A		10,310		836,347
Automatic Data Processing, Inc.		8,690		710,668
Broadridge Financial Solutions, Inc.		19,750		867,617
InterXion Holding N.V. - ADR (Netherlands)*		4,500		123,030
MasterCard, Inc. - Class A		48,460		4,058,525
VeriFone Systems, Inc.*		129,950		4,841,937
Visa, Inc. - Class A		18,710		4,517,155
Xerox Corp.		149,990		1,991,867
				17,947,146
Semiconductors & Semiconductor Equipment - 0.2%
GCL-Poly Energy Holdings Ltd. (Hong Kong)*1		246,840		83,191
Intel Corp.		73,930		2,514,359
REC Silicon ASA (Norway)*1		135,840		54,308
Texas Instruments, Inc.		16,540		821,376
				3,473,234
Software - 0.7%
Aspen Technology, Inc.*		1,100		40,623
AVEVA Group plc (United Kingdom)1		6,410		157,502
CDK Global, Inc.*		2,896		97,306
Check Point Software Technologies Ltd. (Israel)*		590		43,807
Electronic Arts, Inc.*		190,960		7,823,631
Fortinet, Inc.*		1,540		40,117
Imperva, Inc.*		1,230		50,393
Microsoft Corp.		75,830		3,560,219
Nuance Communications, Inc.*		4,960		76,533
Proofpoint, Inc.*		940		41,398
Totvs S.A. (Brazil)		11,000		160,345
				12,091,874
Technology Hardware, Storage & Peripherals - 1.5%
Apple, Inc.		47,404		5,119,632
Canon, Inc. - ADR (Japan)		21,980		681,820
EMC Corp.		641,380		18,426,847
Samsung Electronics Co. Ltd. (South Korea)1		250		291,536
Stratasys Ltd.*		640		77,030
				24,596,865
Total Information Technology				92,089,708
Materials - 2.2%
Chemicals - 1.5%
The Dow Chemical Co.		44,350		2,190,890
Monsanto Co.		122,530		14,095,851
The Mosaic Co.		159,560		7,070,104
Novozymes A/S - Class B (Denmark)1		1,700		78,721
Potash Corp. of Saskatchewan, Inc. (Canada)		14,920		509,816
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		12,090		286,896
Syngenta AG (Switzerland)1		380		117,518
Tronox Ltd. - Class A		3,200		77,376
Umicore S.A. (Belgium)1		2,640		103,616
Wacker Chemie AG (Germany)1		730		88,461
Yingde Gases Group Co. Ltd. (China)1		229,000		178,813
				24,798,062
Containers & Packaging - 0.1%
Avery Dennison Corp.		37,880		1,774,678
Metals & Mining - 0.5%
Alcoa, Inc.		443,180		7,427,697
Alumina Ltd. (Australia)*1		82,440		119,150
Iluka Resources Ltd. (Australia)1		10,140		65,096
Impala Platinum Holdings Ltd. (South Africa)*1		26,570		193,792
Jastrzebska Spolka Weglowa S.A. (Poland)*1		19,840		170,497
Norsk Hydro ASA (Norway)1		10,520		58,901
Stillwater Mining Co.*		8,380		110,029
Teck Resources Ltd. - Class B (Canada)		3,480		54,914
				8,200,076
Paper & Forest Products - 0.1%
International Paper Co.		36,910		1,868,384
Total Materials				36,641,200
Telecommunication Services - 0.2%
Diversified Telecommunication Services - 0.1%
Verizon Communications, Inc.		31,250		1,570,313
Wireless Telecommunication Services - 0.1%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		19,910		486,003
China Mobile Ltd. (China)1		37,180		462,613

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

12

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES/ PRINCIPAL AMOUNT2		VALUE (NOTE  2)
COMMON STOCKS (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
NTT DOCOMO, Inc. - ADR (Japan)		60,880	$	1,027,046
				1,975,662
Total Telecommunication Services				3,545,975
Utilities - 0.2%
Electric Utilities - 0.1%
Exelon Corp		28,780		1,053,060
Northeast Utilities		15,390		759,497
				1,812,557
Multi-Utilities - 0.1%
CMS Energy Corp		28,120		918,680
Total Utilities				2,731,237
TOTAL COMMON STOCKS
(Identified Cost $518,760,548)				570,516,818
PREFERRED STOCKS - 0.2%
Financials - 0.2%
Banks - 0.1%
U.S. Bancorp., Series F (non-cumulative), 6.50%3		45,425		1,331,407
Insurance - 0.1%
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%3		19,200		1,939,200
Real Estate Investment Trusts (REITS) - 0.0%##
Public Storage, Series Q, 6.50%		18,560		487,200
TOTAL PREFERRED STOCKS (Identified Cost $3,586,846)				3,757,807
CORPORATE BONDS - 29.2%
Convertible Corporate Bonds - 0.1%
Consumer Discretionary - 0.1%
Internet & Catalog Retail - 0.1%
The Priceline Group, Inc., 0.35%, 6/15/2020		1,265,000		1,434,194
Financials - 0.0%##
Real Estate Investment Trusts (REITS) - 0.0%##
BioMed Realty LP4, 3.75%, 1/15/2030		410,000		521,212
Total Convertible Corporate Bonds (Identified Cost $2,023,087)				1,955,406
Non-Convertible Corporate Bonds - 29.1%
Consumer Discretionary - 3.6%
Auto Components - 0.4%
Delphi Corp., 5.00%, 2/15/2023		1,570,000		1,681,863
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 3.50%, 3/15/2017		3,605,000		3,586,975
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Auto Components (continued)
Icahn Enterprises LP - Icahn
Enterprises Finance Corp., 5.875%, 2/1/2022		935,000	$	960,713
				6,229,551
Automobiles - 0.4%
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017		500,000		563,705
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		3,030,000		3,315,517
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,825,000		2,280,774
				6,159,996
Diversified Consumer Services - 0.3%
Block Financial LLC, 5.50%, 11/1/2022		4,990,000		5,383,192
Crestview DS Merger Sub II, Inc., 10.00%, 9/1/2021		600,000		663,000
				6,046,192
Hotels, Restaurants & Leisure - 0.5%
International Game Technology, 7.50%, 6/15/2019		6,375,000		7,059,936
Yum! Brands, Inc., 6.25%, 4/15/2016		1,000,000		1,072,701
				8,132,637
Household Durables - 0.5%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)4, 6.125%, 7/1/2022		660,000		701,250
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		1,400,000		1,510,151
NVR, Inc., 3.95%, 9/15/2022		1,070,000		1,094,027
Tupperware Brands Corp., 4.75%, 6/1/2021		4,105,000		4,369,896
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		745,000		730,100
				8,405,424
Media - 1.3%
21st Century Fox America, Inc., 6.90%, 3/1/2019		1,255,000		1,492,392
Cogeco Cable, Inc. (Canada)4, 4.875%, 5/1/2020		1,005,000		1,005,000
Columbus International, Inc. (Barbados)4, 7.375%, 3/30/2021		570,000		604,200
Comcast Corp., 5.15%, 3/1/2020		500,000		570,618
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		3,140,000		3,511,201
Discovery Communications LLC, 5.05%, 6/1/2020		2,880,000		3,201,342
Gannett Co., Inc.4, 4.875%, 9/15/2021		970,000		977,275

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

13

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 2		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
Sirius XM Radio, Inc.4, 4.25%, 5/15/2020		975,000	$	969,516
Time Warner, Inc., 4.875%, 3/15/2020		5,060,000		5,576,869
Time Warner, Inc., 4.75%, 3/29/2021		3,370,000		3,706,902
The Walt Disney Co., 2.75%, 8/16/2021		400,000		407,198
				22,022,513
Multiline Retail - 0.1%
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,575,000		1,510,231
Target Corp., 3.875%, 7/15/2020		535,000		575,908
				2,086,139
Specialty Retail - 0.1%
The TJX Companies, Inc., 2.75%, 6/15/2021		1,525,000		1,522,487
Textiles, Apparel & Luxury Goods - 0.0%##
VF Corp., 5.95%, 11/1/2017		485,000		551,627
Total Consumer Discretionary				61,156,566
Consumer Staples - 0.8%
Beverages - 0.3%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		1,215,000		1,473,458
Beam Suntory, Inc., 1.75%, 6/15/2018		1,308,000		1,296,942
PepsiCo, Inc., 5.00%, 6/1/2018		110,000		122,372
Pernod-Ricard S.A. (France)4, 5.75%, 4/7/2021		1,365,000		1,561,758
SABMiller plc (United Kingdom)4, 6.50%, 7/15/2018		1,170,000		1,348,042
				5,802,572
Food & Staples Retailing - 0.2%
C&S Group Enterprises LLC4, 5.375%, 7/15/2022		940,000		940,000
KeHE Distributors LLC - KeHE Finance Corp.4, 7.625%, 8/15/2021		735,000		780,937
Shearer’s Foods LLC - Chip Finance Corp.4, 9.00%, 11/1/2019		680,000		748,000
				2,468,937
Food Products - 0.1%
General Mills, Inc., 5.65%, 2/15/2019		375,000		429,369
Pinnacle Operating Corp.4, 9.00%, 11/15/2020		880,000		948,200
				1,377,569
Household Products - 0.2%
Energizer Holdings, Inc., 4.70%, 5/19/2021		1,300,000		1,327,863
Harbinger Group, Inc., 7.875%, 7/15/2019		815,000		882,237
Harbinger Group, Inc., 7.75%, 1/15/2022		800,000		812,000
				3,022,100
Tobacco - 0.0%##
Vector Group Ltd., 7.75%, 2/15/2021		725,000		785,719
Total Consumer Staples				13,456,897
Energy - 1.4%
Energy Equipment & Services - 0.6%
Baker Hughes, Inc., 7.50%, 11/15/2018		1,235,000		1,493,203
Calfrac Holdings LP (Canada)4, 7.50%, 12/1/2020		970,000		989,400
Parker Drilling Co., 6.75%, 7/15/2022		1,020,000		928,200
Schlumberger Oilfield plc4, 4.20%, 1/15/2021		450,000		490,937
Seventy Seven Operating LLC, 6.625%, 11/15/2019		625,000		618,750
Shelf Drilling Holdings Ltd. (United Arab Emirates)4, 8.625%, 11/1/2018		880,000		869,000
US Shale Solutions, Inc.4, 12.50%, 9/1/2017		485,000		436,500
Weatherford International Ltd., 9.625%, 3/1/2019		3,425,000		4,376,790
				10,202,780
Oil, Gas & Consumable Fuels - 0.8%
Buckeye Partners LP, 4.15%, 7/1/2023		1,145,000		1,150,653
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021		860,000		713,800
FTS International, Inc.4, 6.25%, 5/1/2022		610,000		576,450
Ithaca Energy, Inc. (United Kingdom)4, 8.125%, 7/1/2019		885,000		761,100
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		1,190,000		1,245,037
Petrobras Global Finance B.V. (Brazil)5, 1.852%, 5/20/2016		4,115,000		4,115,000
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018		1,345,000		1,486,629
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019		2,400,000		2,915,760
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		895,000		937,513
				13,901,942
Total Energy				24,104,722

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

14

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES		PRINCIPAL   AMOUNT2		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials - 17.3%
Banks - 5.8%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)5, 9.00%, 5/29/2049			1,600,000	$	1,729,280
Banco Santander S.A. (Spain)5, 6.375%, 5/29/2049			1,600,000		1,572,400
Bank of America Corp., 6.50%, 8/1/2016			2,000,000		2,180,906
Bank of America Corp., 5.75%, 8/15/2016			1,425,000		1,534,865
Bank of America Corp., 6.875%, 4/25/2018			7,420,000		8,583,248
Bank of America Corp., 7.625%, 6/1/2019			2,315,000		2,807,956
Bank of Montreal (Canada)4, 2.625%, 1/25/2016			2,965,000		3,036,400
Bank of Montreal (Canada)4, 1.95%, 1/30/2017			5,000,000		5,098,780
Barclays Bank plc (United Kingdom), 5.14%, 10/14/2020			1,060,000		1,151,997
Barclays Bank plc (United Kingdom)4, 10.179%, 6/12/2021			1,100,000		1,476,939
Barclays plc (United Kingdom)5, 6.625%, 6/29/2049			900,000		861,300
BBVA Bancomer S.A. (Mexico)4, 6.75%, 9/30/2022			1,460,000		1,653,450
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015			10,165,000		10,532,007
BPCE S.A. (France)5, 2.84%, 7/29/2049			1,460,000		1,278,011
Canadian Imperial Bank of Commerce (Canada)4, 2.75%, 1/27/2016			1,450,000		1,488,518
Citigroup, Inc., 5.85%, 8/2/2016			2,200,000		2,374,750
Citigroup, Inc., 8.50%, 5/22/2019			3,709,000		4,653,753
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD		300,000		278,721
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Netherlands)5, 8.40%, 11/29/2049			1,100,000		1,210,000
HSBC Bank plc (United Kingdom)4, 1.50%, 5/15/2018			2,115,000		2,086,361
HSBC Finance Corp., 6.676%, 1/15/2021			1,300,000		1,532,028
HSBC USA Capital Trust I (United Kingdom)4, 7.808%, 12/15/2026			400,000		404,936
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019			1,975,000		2,056,137
Intesa Sanpaolo S.p.A. (Italy)4, 6.50%, 2/24/2021			1,400,000		1,624,465
Intesa Sanpaolo S.p.A. (Italy)4, 5.017%, 6/26/2024			1,640,000		1,602,795
JPMorgan Chase & Co., 3.15%, 7/5/2016			4,300,000		4,447,658
JPMorgan Chase & Co., 6.30%, 4/23/2019			500,000		580,251
JPMorgan Chase & Co., 4.95%, 3/25/2020			1,255,000		1,393,467
Lloyds Bank plc (United Kingdom)4, 6.50%, 9/14/2020			3,200,000		3,700,931
Lloyds Bank plc (United Kingdom)5, 9.875%, 12/16/2021			1,247,000		1,434,050
National City Corp., 6.875%, 5/15/2019			6,630,000		7,846,114
Popular, Inc., 7.00%, 7/1/2019			1,270,000		1,279,525
Royal Bank of Canada (Canada), 3.27%, 11/10/2014	CAD		225,000		199,666
Royal Bank of Canada (Canada), 3.18%, 3/16/2015	CAD		355,000		317,117
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD		340,000		319,881
Royal Bank of Scotland Group plc (United Kingdom)5, 1.173%, 3/31/2017			3,075,000		3,085,191
The Royal Bank of Scotland plc (United Kingdom)5, 9.50%, 3/16/2022			555,000		634,309
Santander Bank N.A. (Spain), 8.75%, 5/30/2018			1,225,000		1,482,121
Santander Holdings USA, Inc., 4.625%, 4/19/2016			220,000		231,412
Santander Holdings USA, Inc., 3.45%, 8/27/2018			1,600,000		1,669,200
The Toronto-Dominion Bank (Canada)4, 1.625%, 9/14/2016			5,555,000		5,639,958
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD		300,000		278,971
					97,349,825
Capital Markets - 3.4%
Credit Suisse AG (Switzerland)4, 2.60%, 5/27/2016			6,145,000		6,329,805
Goldman Sachs Capital II5, 4.00%, 12/29/2049			1,500,000		1,128,000
The Goldman Sachs Group, Inc., 3.625%, 2/7/2016			5,400,000		5,572,924
The Goldman Sachs Group, Inc., 5.95%, 1/18/2018			950,000		1,063,667
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			2,110,000		2,384,300
The Goldman Sachs Group, Inc.5, 1.332%, 11/15/2018			6,350,000		6,415,011
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			6,125,000		6,868,054
The Goldman Sachs Group, Inc.5, 1.836%, 11/29/2023			1,415,000		1,460,607
The Goldman Sachs Group, Inc., Series D, 6.00%, 6/15/2020			1,150,000		1,322,513
Morgan Stanley, 3.80%, 4/29/2016			5,405,000		5,617,881
Morgan Stanley, 2.125%, 4/25/2018			5,900,000		5,916,343
Morgan Stanley, 5.50%, 1/26/2020			2,650,000		2,987,374

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

15

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL   AMOUNT2		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Morgan Stanley, 5.75%, 1/25/2021		5,955,000	$	6,837,876
Scottrade Financial Services, Inc.4, 6.125%, 7/11/2021		350,000		367,646
UBS AG (Switzerland)5, 7.25%, 2/22/2022		1,455,000		1,573,655
UBS AG (Switzerland), 7.625%, 8/17/2022		830,000		979,529
UBS AG (Switzerland)5, 4.75%, 5/22/2023		975,000		985,969
				57,811,154
Consumer Finance - 0.6%
Ally Financial, Inc., 6.75%, 12/1/2014		545,000		546,635
American Express Co.5, 6.80%, 9/1/2066		2,190,000		2,321,181
Capital One Bank USA National Association, 2.15%, 11/21/2018		650,000		647,782
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		770,000		912,227
CNG Holdings, Inc.4, 9.375%, 5/15/2020		820,000		617,050
Discover Bank, 4.20%, 8/8/2023		1,120,000		1,173,486
Navient Corp., 6.00%, 1/25/2017		3,060,000		3,228,300
Navient Corp., 6.125%, 3/25/2024		920,000		949,909
				10,396,570
Diversified Financial Services - 1.9%
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		1,775,000		2,063,427
CME Group, Inc., 3.00%, 9/15/2022		1,040,000		1,045,062
General Electric Capital Corp., 5. 30%, 2/11/2021		1,450,000		1,646,708
General Electric Capital Corp.5, 0.612%, 5/5/2026		2,385,000		2,276,509
General Electric Capital Corp.5, 7.125%, 12/29/2049		2,605,000		3,034,825
ING Bank N.V. (Netherlands)4, 5.80%, 9/25/2023		2,200,000		2,448,428
ING Bank N.V. (Netherlands)5, 4.125%, 11/21/2023		1,650,000		1,690,309
Jefferies Finance LLC - JFIN Co-Issuer Corp.4, 7.375%, 4/1/2020		790,000		786,050
Jefferies Finance LLC - JFIN Co-Issuer Corp.4, 7.50%, 4/15/2021		1,045,000		1,039,775
Jefferies Finance LLC - JFIN Co-Issuer Corp.4, 6.875%, 4/15/2022		590,000		570,825
Jefferies Group LLC, 5.125%, 4/13/2018		820,000		888,721
Jefferies Group LLC, 8.50%, 7/15/2019		3,380,000		4,192,552
Jefferies Group LLC, 6.875%, 4/15/2021		4,500,000		5,270,310
Voya Financial, Inc., 2.90%, 2/15/2018		3,065,000		3,151,197
Voya Financial, Inc., 5.50%, 7/15/2022		1,015,000		1,144,281
				31,248,979
Insurance - 3.1%
Aegon N.V. (Netherlands)5, 2.549%, 7/29/2049		2,195,000		1,959,037
American International Group, Inc., 6.40%, 12/15/2020		800,000		955,320
American International Group, Inc., 4.875%, 6/1/2022		9,095,000		10,144,472
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		3,445,000		3,585,329
AXA S.A. (France)5, 2.663%, 8/29/2049		2,900,000		2,624,500
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,725,000		1,918,178
First American Financial Corp., 4.30%, 2/1/2023		1,145,000		1,158,421
Genworth Holdings, Inc., 7.70%, 6/15/2020		942,000		1,130,840
Genworth Holdings, Inc., 7.625%, 9/24/2021		10,245,000		12,487,753
Genworth Holdings, Inc.5, 6.15%, 11/15/2066		4,095,000		3,501,225
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		9,035,000		10,096,414
Prudential Financial, Inc.5, 5.875%, 9/15/2042		1,680,000		1,780,800
				51,342,289
Real Estate Investment Trusts (REITS) - 2.3%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		860,000		853,840
American Tower Corp., 3.40%, 2/15/2019		5,090,000		5,206,261
American Tower Trust I4, 1.551%, 3/15/2018		985,000		978,050
BioMed Realty LP, 3.85%, 4/15/2016		115,000		119,561
Boston Properties LP, 5.875%, 10/15/2019		3,270,000		3,772,262
Camden Property Trust, 5.70%, 5/15/2017		2,270,000		2,507,192
Corrections Corp. of America, 4.125%, 4/1/2020		940,000		925,900
Digital Realty Trust LP, 5.875%, 2/1/2020		1,300,000		1,452,567
Digital Realty Trust LP, 5.25%, 3/15/2021		880,000		964,479
DuPont Fabros Technology LP, 5.875%, 9/15/2021		930,000		967,200
HCP, Inc., 6.70%, 1/30/2018		3,455,000		3,979,041
Health Care REIT, Inc., 6.20%, 6/1/2016		520,000		562,282

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

16

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 2		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Health Care REIT, Inc., 4.95%, 1/15/2021		4,100,000	$	4,500,115
Hospitality Properties Trust, 6.70%, 1/15/2018		1,595,000		1,777,774
Mack-Cali Realty LP, 7.75%, 8/15/2019		370,000		441,684
Qualitytech LP - QTS Finance Corp.4, 5.875%, 8/1/2022		635,000		638,175
Rialto Holdings LLC - Rialto Corp.4, 7.00%, 12/1/2018		880,000		899,800
Simon Property Group LP, 10.35%, 4/1/2019		5,660,000		7,492,125
UDR, Inc., 4.625%, 1/10/2022		730,000		787,609
				38,825,917
Real Estate Management & Development - 0.0%##
Forestar USA Real Estate Group, Inc.4, 8.50%, 6/1/2022		595,000		608,387
Thrifts & Mortgage Finance - 0.2%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		900,000		951,750
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.4, 5.875%, 8/1/2021		800,000		793,000
Prospect Holding Co. LLC - Prospect Holding Finance Co.4, 10.25%, 10/1/2018		610,000		549,000
Provident Funding Associates LP - PFG Finance Corp.4, 6.75%, 6/15/2021		555,000		553,613
				2,847,363
Total Financials				290,430,484
Health Care - 0.5%
Biotechnology - 0.1%
Amgen, Inc., 2.20%, 5/22/2019		1,525,000		1,513,319
Health Care Equipment & Supplies - 0.0%##
Halyard Health, Inc.4, 6.25%, 10/15/2022		625,000		639,063
Health Care Providers & Services - 0.2%
Express Scripts Holding Co., 4.75%, 11/15/2021		1,250,000		1,372,721
Fresenius Medical Care US Finance, Inc. (Germany)4, 6.50%, 9/15/2018		1,130,000		1,251,475
Fresenius US Finance II, Inc. (Germany)4, 9.00%, 7/15/2015		800,000		832,000
UnitedHealth Group, Inc., 2.75%, 2/15/2023		630,000		613,997
				4,070,193
Pharmaceuticals - 0.2%
Novartis Securities Investment Ltd. (Switzerland), 5.125%, 2/10/2019		595,000		671,691
Roche Holdings, Inc. (Switzerland)4, 6.00%, 3/1/2019		1,694,000		1,957,315
				2,629,006
Total Health Care				8,851,581
Industrials - 2.4%
Aerospace & Defense - 0.4%
DigitalGlobe, Inc.4, 5.25%, 2/1/2021		991,000		963,747
Honeywell International, Inc., 5.30%, 3/1/2018		405,000		454,267
L-3 Communications Corp., 3.95%, 11/15/2016		1,935,000		2,036,280
Textron, Inc., 5.60%, 12/1/2017		3,150,000		3,489,857
Textron, Inc., 7.25%, 10/1/2019		350,000		417,926
				7,362,077
Air Freight & Logistics - 0.0%##
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.4,6, 10.00%, 2/15/2018		500,000		515,000
Airlines - 0.6%
Allegiant Travel Co., 5.50%, 7/15/2019		925,000		945,813
American Airlines Pass-Through Trust, Series 2013-2, Class A, 4.95%, 1/15/2023		2,657,271		2,836,636
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B4, 6.375%, 1/2/2016		912,000		950,760
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		2,370,000		2,470,725
Gol LuxCo S.A. (Brazil)4, 8.875%, 1/24/2022		955,000		938,287
Southwest Airlines Co., 5.75%, 12/15/2016		1,070,000		1,167,119
United Continental Holdings, Inc., 6.375%, 6/1/2018		730,000		762,850
				10,072,190
Commercial Services & Supplies - 0.1%
Modular Space Corp.4, 10.25%, 1/31/2019		890,000		907,800
Construction & Engineering - 0.1%
Abengoa Finance S.A.U. (Spain)4, 7.75%, 2/1/2020		750,000		783,750
Machinery - 0.4%
CNH Industrial Capital LLC, 3.875%, 11/1/2015		3,190,000		3,229,875
CNH Industrial Capital LLC, 6.25%, 11/1/2016		835,000		883,013

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

17

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL   AMOUNT2		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Machinery (continued)
Joy Global, Inc., 5.125%, 10/15/2021		480,000	$	524,976
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.4, 8.875%, 8/1/2020		905,000		979,663
Waterjet Holdings, Inc.4, 7.625%, 2/1/2020		755,000		788,975
				6,406,502
Road & Rail - 0.0%##
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		105,000		107,518
Union Pacific Corp., 5.65%, 5/1/2017		175,000		192,075
				299,593
Trading Companies & Distributors - 0.8%
Air Lease Corp., 3.375%, 1/15/2019		1,910,000		1,933,875
Aircastle Ltd., 4.625%, 12/15/2018		790,000		801,850
Aviation Capital Group Corp.4, 3.875%, 9/27/2016		3,220,000		3,307,803
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		890,000		916,700
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		960,000		955,200
International Lease Finance Corp., 8.625%, 9/15/2015		500,000		525,000
International Lease Finance Corp., 5.75%, 5/15/2016		1,095,000		1,141,537
International Lease Finance Corp.5, 2.184%, 6/15/2016		1,980,000		1,972,575
International Lease Finance Corp., 8.75%, 3/15/2017		1,700,000		1,912,500
				13,467,040
Total Industrials				39,813,952
Information Technology - 0.8%
Internet Software & Services - 0.1%
Tencent Holdings Ltd. (China)4, 3.375%, 5/2/2019		1,465,000		1,489,586
IT Services - 0.1%
Xerox Corp., 2.80%, 5/15/2020		1,500,000		1,482,282
Semiconductors & Semiconductor Equipment - 0.1%
Xilinx, Inc., 3.00%, 3/15/2021		2,195,000		2,204,454
Technology Hardware, Storage & Peripherals - 0.5%
Apple, Inc., 2.40%, 5/3/2023		920,000		887,614
EMC Corp., 2.65%, 6/1/2020		2,515,000		2,479,186
Hewlett-Packard Co., 5.40%, 3/1/2017		850,000		924,474
Hewlett-Packard Co., 5.50%, 3/1/2018		330,000		367,967
Hewlett-Packard Co.5, 1.17%, 1/14/2019		2,840,000		2,829,623
				7,488,864
Total Information Technology				12,665,186
Materials - 1.3%
Chemicals - 0.3%
Consolidated Energy Finance S.A. (Luxembourg)4, 6.75%, 10/15/2019		940,000		958,800
The Dow Chemical Co., 8.55%, 5/15/2019		2,390,000		3,010,181
Lyondellbasell Industries N.V., 5.00%, 4/15/2019		500,000		551,189
The Mosaic Co., 4.25%, 11/15/2023		695,000		729,007
				5,249,177
Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)4,5, 3.234%, 12/15/2019		925,000		904,187
PaperWorks Industries, Inc.4, 9.50%, 8/15/2019		625,000		639,063
				1,543,250
Metals & Mining - 0.8%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		785,000		969,475
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		1,535,000		1,820,693
Freeport-McMoRan Oil & Gas LLC - FCX Oil & Gas, Inc., 6.125%, 6/15/2019		1,575,000		1,722,656
Freeport-McMoRan Oil & Gas LLC - FCX Oil & Gas, Inc., 6.50%, 11/15/2020		2,684,000		2,930,928
Freeport-McMoRan, Inc., 3.10%, 3/15/2020		80,000		79,729
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		1,490,000		1,552,336
Rio Tinto Finance USA plc (United Kingdom), 1.375%, 6/17/2016		1,400,000		1,410,527
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.4, 7.375%, 2/1/2020		850,000		888,250
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,020,000		1,010,635
				12,385,229
Paper & Forest Products - 0.1%
Domtar Corp., 4.40%, 4/1/2022		1,465,000		1,497,510

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

18

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 2		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Paper & Forest Products (continued)
International Paper Co., 7.50%, 8/15/2021		620,000	$	775,669
				2,273,179
Total Materials				21,450,835
Telecommunication Services - 0.8%
Diversified Telecommunication Services - 0.2%
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,550,000		2,843,449
Wireless Telecommunication Services - 0.6%
Altice Financing S.A. (Luxembourg)4, 6.50%, 1/15/2022		875,000		899,063
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		2,250,000		2,480,287
CPI International, Inc., 8.75%, 2/15/2018		590,000		612,125
Crown Castle Towers LLC4, 6.113%, 1/15/2020		390,000		450,592
Crown Castle Towers LLC4, 4.883%, 8/15/2020		224,000		247,205
SBA Tower Trust4, 5.101%, 4/17/2017		200,000		212,060
SBA Tower Trust4, 2.933%, 12/15/2017		1,785,000		1,808,832
SBA Tower Trust4, 3.598%, 4/15/2018		2,505,000		2,521,167
UPCB Finance VI Ltd. (Netherlands)4, 6.875%, 1/15/2022		840,000		917,700
				10,149,031
Total Telecommunication Services				12,992,480
Utilities - 0.2%
Independent Power and Renewable Electricity Producers - 0.2%
AES Corp.5, 3.234%, 6/1/2019		795,000		790,776
ContourGlobal Power Holdings S.A. (France)4, 7.125%, 6/1/2019		945,000		947,363
NRG Energy, Inc., 6.25%, 7/15/2022		875,000		914,375
RJS Power Holdings LLC4, 5.125%, 7/15/2019		615,000		611,925
Total Utilities				3,264,439
Total Non-Convertible Corporate Bonds
(Identified Cost $476,971,747)				488,187,142
TOTAL CORPORATE BONDS
(Identified Cost $478,994,834)				490,142,548
PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES/ PRINCIPAL AMOUNT2		VALUE (NOTE 2)
MUTUAL FUNDS - 0.5%
Direxion Daily 20 Year Plus Treasury Bear 3x Shares*		51,396		2,003,930
ProShares Short 20+ Year Treasury*		260,771		7,017,348
TOTAL MUTUAL FUNDS
(Identified Cost $10,069,929)				9,021,278
U.S. TREASURY SECURITIES - 3.1%
U.S. Treasury Notes - 3.1%
U.S. Treasury Note, 0.25%, 10/31/2015		20,000,000		20,020,320
U.S. Treasury Note, 0.875%, 5/15/2017		16,000,000		16,047,504
U.S. Treasury Note, 0.875%, 6/15/2017		15,000,000		15,033,990
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $51,060,976)				51,101,814
ASSET-BACKED SECURITIES - 0.6%
Alterna Funding I LLC, Series 2014-1A, Class NOTE4, 1.639%, 2/15/2021		2,016,345		2,018,865
AmeriCredit Automobile Receivables Trust, Series 2012-5, Class A3, 0.62%, 6/8/2017		885,634		885,881
Credit Acceptance Auto Loan Trust, Series 2012-1A, Class A4, 2.20%, 9/16/2019		522,765		524,439
Enterprise Fleet Financing LLC, Series 2014-2, Class A34, 1.64%, 3/20/2020		1,975,000		1,982,912
FDIC Trust, Series 2011-R1, Class A4, 2.672%, 7/25/2026		847,979		869,789
Hertz Vehicle Financing LLC, Series 2009-2A, Class A24, 5.29%, 3/25/2016		141,667		143,080
Hertz Vehicle Financing LLC, Series 2010-1A, Class A24, 3.74%, 2/25/2017		300,000		309,495
SpringCastle America Funding LLC, Series 2014-AA, Class A4, 2.70%, 5/25/2023		2,750,000		2,752,123
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $9,439,968)				9,486,584

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

19

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 2		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES - 4.5%
Americold LLC Trust, Series 2010-ARTA, Class A14, 3.847%, 1/14/2029		340,765	$	357,384
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A45, 5.918%, 5/10/2045		100,000		105,100
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		1,233,790		1,303,256
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		634,421		647,322
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A45, 5.891%, 9/11/2038		584,435		619,047
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		791,559		839,530
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM5, 5.568%, 10/12/2041		1,920,000		2,054,839
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A24, 3.759%, 4/15/2044		628,799		650,352
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A45, 5.40%, 7/15/2044		389,094		397,931
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A14, 3.156%, 7/10/2046		221,118		224,190
Commercial Mortgage Trust, Series 2006-GG7, Class A45, 6.014%, 7/10/2038		424,935		449,951
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A14,5, 2.50%, 5/25/2043		2,325,188		2,212,561
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A14,5, 2.13%, 2/25/2043		2,020,623		1,882,146
DB-UBS Mortgage Trust, Series 2011-LC1A, Class A14, 3.742%, 11/10/2046		793,960		817,971
Extended Stay America Trust, Series 2013-ESH7, Class A274, 2.958%, 12/5/2031		2,015,000		2,045,193
Fannie Mae Interest Strip, Series 398, Class C3 (IO), 4.50%, 5/25/2039		1,731,885		283,462
Fannie Mae Interest Strip, Series 402, Class 3 (IO), 4.00%, 11/25/2039		9,435,798		1,818,133
Fannie Mae Interest Strip, Series 406, Class 7 (IO), 4.50%, 1/25/2041		8,263,872		1,684,396
Fannie Mae Interest Strip, Series 408, Class C1 (IO), 4.00%, 12/25/2040		1,419,521		272,036
Fannie Mae Interest Strip, Series 409, Class C15 (IO), 4.00%, 11/25/2039		9,753,072		1,912,643
Fannie Mae Interest Strip, Series 413, Class C32 (IO), 4.00%, 1/25/2039		10,934,896		2,116,471
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,514,092		1,517,276
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)5, 1.634%, 8/25/2020		25,337,806		1,611,687
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)5, 1.419%, 4/25/2021		2,966,374		198,136
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)5, 1.722%, 10/25/2021		7,148,082		625,035
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)5, 1.582%, 12/25/2021		9,126,229		734,716
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)5, 1.64%, 6/25/2022		16,280,337		1,476,871
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)5, 0.337%, 4/25/2023		81,192,767		1,296,161
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)5, 0.237%, 5/25/2023		50,786,007		472,005
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)5, 1.723%, 10/25/2018		11,059,942		605,488
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,770,000		1,765,251

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

20

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 2		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Freddie Mac REMICS, Series 4125, Class SH (IO)5, 5.995%, 11/15/2042		2,384,561	$	490,209
Freddie Mac REMICS, Series 4132, Class IO (IO), 4.50%, 11/15/2042		1,406,544		283,233
Freddie Mac REMICs, Series 4314, Class SE (IO)5, 5.895%, 3/15/2044		12,074,966		2,211,204
FREMF Mortgage Trust, Series 2011-K701, Class B4,5, 4.436%, 7/25/2048		875,000		920,727
FREMF Mortgage Trust, Series 2011-K702, Class B4,5, 4.936%, 4/25/2044		1,250,000		1,338,159
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)4, 0.10%, 6/25/2046		217,882,753		1,395,757
FREMF Mortgage Trust, Series 2013-K502, Class B4,5, 2.841%, 3/25/2045		1,725,000		1,744,957
FREMF Mortgage Trust, Series 2013-K712, Class B4,5, 3.484%, 5/25/2045		1,160,000		1,169,635
FREMF Mortgage Trust, Series 2014-K716, Class B4,5, 4.086%, 8/25/2047		375,000		383,862
Ginnie Mae, Series 2009-121, Class QI (IO), 4.50%, 12/20/2039		6,746,876		1,464,610
Ginnie Mae, Series 2012-50, Class IO (IO), 4.00%, 4/20/2042		3,996,123		632,749
GS Mortgage Securities Corp. II, Series 2010-C2, Class A14, 3.849%, 12/10/2043		1,028,135		1,066,270
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A45, 5.419%, 1/12/2043		1,210,000		1,248,431
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM5, 5.46%, 1/12/2043		535,000		553,546
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A45, 5.404%, 12/15/2044		325,000		333,803
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A45, 6.057%, 4/15/2045		1,075,000		1,133,109
JP Morgan Mortgage Trust, Series 2013-1, Class 1A24,5, 3.00%, 3/25/2043		1,699,723		1,682,991
JP Morgan Mortgage Trust, Series 2013-2, Class A24,5, 3.50%, 5/25/2043		2,035,688		2,063,730
JP Morgan Mortgage Trust, Series 2014-2, Class 1A14,5, 3.00%, 6/25/2029		2,340,728		2,399,641
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A24, 2.767%, 1/20/2041		360,000		363,697
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A5, 5.23%, 9/15/2042		479,504		489,778
Morgan Stanley Capital I Trust, Series 2011-C1, Class A24, 3.884%, 9/15/2047		700,000		718,888
Motel 6 Trust, Series 2012-MTL6, Class A24, 1.948%, 10/5/2025		1,275,000		1,273,744
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)4,5, 1.455%, 12/15/2028		1,014,839		1,015,525
SCG Trust, Series 2013-SRP1, Class AJ4,5, 2.105%, 11/15/2026		4,050,000		4,062,385
Sequoia Mortgage Trust, Series 2013-2, Class A15, 1.874%, 2/25/2043		1,595,593		1,428,553
Sequoia Mortgage Trust, Series 2013-7, Class A25, 3.00%, 6/25/2043		1,470,380		1,440,283
Sequoia Mortgage Trust, Series 2013-8, Class A15, 3.00%, 6/25/2043		1,988,228		1,952,110
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX4, 4.004%, 9/13/2028		155,000		166,550
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A45, 5.417%, 10/15/2044		81,177		83,245
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM5, 5.494%, 12/15/2044		1,250,000		1,298,225
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A35, 6.011%, 6/15/2045		955,000		1,014,707
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A24, 4.393%, 11/15/2043		265,000		288,688
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A24, 3.791%, 2/15/2044		1,470,000		1,510,188
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A44,5, 4.869%, 2/15/2044		1,225,000		1,369,021

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

21

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES		PRINCIPAL AMOUNT 2		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045			1,815,000	$	1,835,673
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $77,955,968)					75,824,423
FOREIGN GOVERNMENT BONDS - 2.4%
Bonos de la Tesoreria de la Republica en pesos (Chile), 6.00%, 1/1/2018	CLP		330,000,000		625,031
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2019	BRL		1,250,000		485,222
Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019			600,000		771,000
Canada Housing Trust No. 1 (Canada)4, 4.10%, 12/15/2018	CAD		295,000		286,713
Canadian Government Bond (Canada), 1.50%, 9/1/2017	CAD		1,250,000		1,119,272
Indonesia Treasury Bond (Indonesia), 7.875%, 4/15/2019	IDR		10,500,000,000		869,714
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR		230,000		356,679
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR		480,000		752,731
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR		565,000		886,778
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY		77,000,000		689,335
Korea Treasury Bond (South Korea), 4.50%, 3/10/2015	KRW		720,000,000		679,361
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW		370,000,000		349,686
Malaysia Government Bond (Malaysia), 3.172%, 7/15/2016	MYR		3,570,000		1,079,751
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR		1,775,000		547,031
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN		12,329,000		963,006
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN		4,560,000		362,203
Mexican Government Bond (Mexico), 5.00%, 6/15/2017	MXN		8,250,000		626,887
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		8,000,000		672,995
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		3,000,000		234,194
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		5,500,000		427,542
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		1,000,000		82,779
Province of Manitoba Canada (Canada), 4.90%, 12/6/2016			1,620,000		1,759,871
Province of New Brunswick Canada (Canada), 5.20%, 2/21/2017			3,500,000		3,843,683
Province of Nova Scotia Canada (Canada), 5.125%, 1/26/2017			1,250,000		1,368,304
Province of Ontario Canada (Canada), 2.30%, 5/10/2016			7,315,000		7,503,347
Province of Quebec Canada (Canada), 5.125%, 11/14/2016			6,600,000		7,182,127
Russian Foreign Bond - Eurobond (Russia)4, 5.00%, 4/29/2020			800,000		824,096
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		650,000		532,816
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR		250,000		350,153
Spain Government Bond (Spain), 4.00%, 4/30/2020	EUR		390,000		562,046
Spain Government Bond (Spain)4, 5.40%, 1/31/2023	EUR		575,000		921,236
United Kingdom Gilt (United Kingdom), 2.00%, 1/22/2016	GBP		650,000		1,057,820
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP		290,000		463,651
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP		365,000		657,703
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $39,596,561)					39,894,763
MUNICIPAL BONDS - 0.2%
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2022			500,000		437,950
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2023			2,215,000		1,914,956
TOTAL MUNICIPAL BONDS
(Identified Cost $2,478,054)					2,352,906
U.S. GOVERNMENT AGENCIES - 15.2%
Mortgage-Backed Securities - 6.5%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			932,225		1,019,253
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			86,433		94,514
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			113,965		125,214

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

22

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 2		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		637,165	$	699,771
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		144,510		158,840
Fannie Mae, Pool #888815, 4.50%, 11/1/2022		104,000		110,363
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		1,095,351		1,203,162
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024		84,451		91,313
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024		218,649		236,482
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		85,456		94,174
Fannie Mae, Pool #AO6562, 3.00%, 6/1/2027		265,094		275,767
Fannie Mae, Pool #AP0000, 3.50%, 7/1/2027		594,755		629,598
Fannie Mae, Pool #AB7722, 3.50%, 1/1/2028		406,868		430,319
Fannie Mae, Pool #AR5986, 3.00%, 2/1/2028		155,052		161,562
Fannie Mae, Pool #AB8457, 3.50%, 2/1/2028		719,329		760,790
Fannie Mae, Pool #AR6002, 3.00%, 3/1/2028		257,627		268,208
Fannie Mae, Pool #AR8950, 3.00%, 3/1/2028		371,149		385,881
Fannie Mae, Pool #MA1423, 3.50%, 4/1/2028		163,848		173,292
Fannie Mae, Pool #AT8059, 2.50%, 7/1/2028		1,967,496		2,005,206
Fannie Mae, Pool #AU1270, 2.50%, 7/1/2028		959,680		978,072
Fannie Mae, Pool #AU1783, 2.50%, 8/1/2028		1,280,625		1,305,172
Fannie Mae, Pool #AS0945, 2.50%, 11/1/2028		1,556,552		1,586,388
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		1,549,988		1,691,950
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034		1,686,240		1,840,860
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		77,667		84,265
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		1,308,746		1,463,712
Fannie Mae, Pool #886904, 6.50%, 9/1/2036		123,362		140,007
Fannie Mae, Pool #888021, 6.00%, 12/1/2036		409,031		463,129
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		452,159		504,391
Fannie Mae, Pool #256673, 5.50%, 4/1/2037		2,593,769		2,897,337
Fannie Mae, Pool #918516, 5.50%, 6/1/2037		201,339		224,597
Fannie Mae, Pool #995050, 6.00%, 9/1/2037		556,592		631,243
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		1,922,698		2,183,706
Fannie Mae, Pool #933521, 5.00%, 1/1/2038		46,693		51,694
Fannie Mae, Pool #972107, 5.00%, 2/1/2038		96,737		107,581
Fannie Mae, Pool #889260, 5.00%, 4/1/2038		61,164		67,714
Fannie Mae, Pool #933731, 5.50%, 4/1/2038		1,156,265		1,289,834
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		1,159,539		1,312,468
Fannie Mae, Pool #912948, 5.00%, 5/1/2038		146,628		162,331
Fannie Mae, Pool #975840, 5.00%, 5/1/2038		144,218		160,518
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		1,313,258		1,464,963
Fannie Mae, Pool #889579, 6.00%, 5/1/2038		1,134,080		1,282,865
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		1,855,935		2,101,336
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038		857,666		969,478
Fannie Mae, Pool #986458, 6.00%, 8/1/2038		30,771		34,782
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		112,067		126,677
Fannie Mae, Pool #990897, 6.00%, 9/1/2038		207,927		235,034
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		211,624		239,759
Fannie Mae, Pool #993920, 6.00%, 11/1/2038		127,483		144,103
Fannie Mae, Pool #257497, 6.00%, 12/1/2038		68,515		77,447
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038		26,109		29,513
Fannie Mae, Pool #971022, 5.00%, 1/1/2039		111,018		122,908
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		154,459		171,001

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

23

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 2		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #890294, 5.50%, 1/1/2039		2,443,450	$	2,725,749
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		1,318,102		1,470,366
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		188,706		210,194
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		1,757,458		1,909,987
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		485,788		541,905
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039		1,662,596		1,887,002
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039		344,814		392,900
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039		173,183		191,731
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		325,056		360,264
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		2,618,304		2,844,658
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039		147,260		163,190
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040		253,677		281,189
Fannie Mae, Pool #890326, 5.50%, 1/1/2040		2,793,520		3,116,222
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		2,084,925		2,356,731
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		667,894		754,966
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		2,703,914		3,056,417
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		1,577,204		1,785,770
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		3,851,802		4,361,895
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,642,475		1,785,967
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		705,211		766,010
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		509,837		553,708
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,683,168		1,829,222
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		427,482		463,963
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		1,888,585		1,900,468
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		447,338		450,153
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		1,034,079		1,039,941
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		943,837		945,682
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		361,780		385,822
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		139,270		153,137
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		101,873		111,782
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		139,447		154,053
Freddie Mac, Pool #J22427, 3.00%, 2/1/2028		294,281		305,487
Freddie Mac, Pool #G14708, 3.50%, 2/1/2028		416,712		440,708
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		302,609		330,356
Freddie Mac, Pool #C91754, 4.50%, 2/1/2034		2,005,934		2,187,828
Freddie Mac, Pool #C91762, 4.50%, 4/1/2034		2,563,308		2,790,246
Freddie Mac, Pool #G07655, 5.50%, 12/1/2035		338,026		378,649
Freddie Mac, Pool #G08216, 5.50%, 8/1/2037		843,014		941,760
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		87,215		98,420
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		342,446		381,601
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		1,280,482		1,445,165
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		1,464,961		1,634,787
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		798,633		891,506
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		363,923		406,339
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		369,291		412,267
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		947,750		1,058,608
Freddie Mac, Pool #G04471, 5.50%, 7/1/2038		128,949		143,884
Freddie Mac, Pool #G04776, 5.50%, 7/1/2038		935,095		1,042,423
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		1,205,196		1,343,209
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		612,057		683,182

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

24

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 2		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G05196, 5.50%, 10/1/2038		1,221,620	$	1,361,798
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		1,094,637		1,221,947
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		2,600,384		2,816,982
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		757,527		844,993
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		653,499		729,466
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		279,870		315,826
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		167,617		189,475
Freddie Mac, Pool #G07104, 5.50%, 5/1/2040		651,263		730,499
Freddie Mac, Pool #G06789, 6.00%, 5/1/2040		793,602		896,196
Freddie Mac, Pool #G07589, 5.50%, 6/1/2041		2,949,295		3,289,960
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		1,943,689		1,873,163
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		2,424,580		2,336,578
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		1,003,246		1,010,181
Ginnie Mae, Pool #671161, 5.50%, 11/15/2037		103,883		115,714
Total Mortgage-Backed Securities
(Identified Cost $105,701,410)				108,670,791
Other Agencies - 8.7%
Fannie Mae, 2.375%, 7/28/2015		11,500,000		11,687,807
Fannie Mae, 0.50%, 9/28/2015		23,000,000		23,072,886
Fannie Mae, 0.375%, 12/21/2015		14,000,000		14,021,924
Fannie Mae, 1.375%, 11/15/2016		20,000,000		20,301,720
Federal Home Loan Banks, Series 1, 0.875%, 5/24/2017		15,000,000		14,988,570
Freddie Mac, 0.50%, 5/13/2016		7,000,000		7,012,124
Freddie Mac, 2.00%, 8/25/2016		21,500,000		22,051,045
Freddie Mac, 0.875%, 2/22/2017		15,000,000		15,050,055
Freddie Mac, 1.25%, 5/12/2017		18,000,000		18,170,784
Total Other Agencies
(Identified Cost $145,641,738)				146,356,915
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $251,343,148)				255,027,706

	PRINCIPAL AMOUNT2 / SHARES/ CONTRACTS		VALUE
U.S. GOVERNMENT SECURITIES - 4.9%
U.S. Treasury Bills - 4.9%
U.S. Treasury Bill7,8, 0.10%, 7/23/2015		52,000,000	$	51,969,736
U.S. Treasury Bill7,8, 0.09%, 9/17/2015		30,000,000		29,977,470
TOTAL U.S. GOVERNMENT SECURITIES
(Identified Cost $81,938,247)				81,947,206
SHORT-TERM INVESTMENT - 3.4%
Dreyfus Cash Management, Inc. - Institutional Shares9, 0.03%,
(Identified Cost $57,534,570)		57,534,570		57,534,570
TOTAL INVESTMENTS - 98.2%
(Identified Cost $1,582,759,649)				1,646,608,423
OTHER ASSETS, LESS LIABILITIES - 1.8%				30,173,287
NET ASSETS - 100%			$	1,676,781,710
CALL OPTIONS WRITTEN - 0.0%##
Twenty-First Century Fox, Inc. - Class A, Strike $33.00, Expiring November 22, 2014,
(Premiums Received $183,098)		1,712	$	(344,112	)

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

25

Investment Portfolio - October 31, 2014

PRO-BLEND® CONSERVATIVE TERM SERIES	CONTRACTS		VALUE
PUT OPTIONS WRITTEN - 0.0%##
Amazon.com, Inc., Strike $260.00, Expiring November 22, 2014,		155	$	(4,340	)
Facebook, Inc. - Class A, Strike $66.00, Expiring November 22, 2014,		539		(7,546	)
Google, Inc. - Class A, Strike $490.00, Expiring November 22, 2014,		66		(1,188	)
Google, Inc. - Class C, Strike $490.00, Expiring November 22, 2014,		66		(1,452	)
Time Warner, Inc., Strike $74.00, Expiring November 7, 2014,		308		(924	)
TOTAL PUT OPTIONS WRITTEN (Premiums Received $82,724)				(15,450	)

FUTURES CONTRACTS: LONG POSITIONS OPEN AT OCTOBER 31, 2014:
CONTRACTS PURCHASED	ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE2	UNREALIZED APPRECIATION (DEPRECIATION)
4,855	U.S. Treasury Notes (2 Year)	CBOT	December 2014	1,065,975,937		$2,832,521
538	U.S. Treasury Notes (5 Year)	CBOT	December 2014	64,253,172		(95,906	)
112	U.S. Ultra Treasury Bonds	CBOT	December 2014	17,563,000		154,818
1,413	Euro Dollar Futures	CME	June 2015	351,872,325		155,287
Total						3,046,720

FUTURES CONTRACTS: SHORT POSITIONS OPEN AT OCTOBER 31, 2014:
CONTRACTS SOLD	ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE2	UNREALIZED DEPRECIATION
478	U.S. Treasury Bonds (30 Year)	CBOT	December 2014	67,442,812		$    (817,655	)
557	U.S. Treasury Notes (10 Year)	CBOT	December 2014	70,382,172		(255,785	)
192	Euro Dollar Futures	CME	June 2016	47,364,000		(111,366	)
420	Euro Dollar Futures	CME	September 2016	103,341,000		(258,590	)
391	Euro Dollar Futures	CME	December 2016	95,961,175		(233,939	)
362	Euro Dollar Futures	CME	March 2017	88,653,800		(207,585	)
423	Euro Dollar Futures	CME	June 2017	103,386,488		(230,345	)
393	Euro Dollar Futures	CME	September 2017	95,896,913		(205,692	)
394	Euro Dollar Futures	CME	December 2017	95,993,175		(204,591	)
394	Euro Dollar Futures	CME	March 2018	95,879,900		(221,985	)
200	Euro Dollar Futures	CME	June 2018	48,620,000		(55,753	)
Total						(2,803,286	)

ADR - American Depositary Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CBOT - Chicago Board of Trade

CLP - Chilean Peso

CME - Chicago Mercantile Exchange

EUR - Euro

GBP - British Pound

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

26

Investment Portfolio - October 31, 2014

IDR - Indonesian Rupiah

IO - Interest only

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

SGD - Singapore Dollar

*Non-income producing security.

##Less than 0.1%.

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

² Amount is stated in USD unless otherwise noted.

³ The rate shown is a fixed rate as of October 31, 2014; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2015 to 2022.

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 $132,290,305 or 7.9%, of the Series’ net assets as of October 31, 2014 (see Note 2 to the financial statements).

⁵ The coupon rate is floating and is the effective rate as of October 31, 2014.

⁶ Represents a Payment-In-Kind bond.

⁷ All or a portion of security has been pledged in connection with outstanding futures contracts.

⁸ Represents the annualized yield at time of purchase.

⁹ Rate shown is the current yield as of October 31, 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.

27

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

October 31, 2014

ASSETS:
Investments, at value (identified cost $1,582,759,649) (Note 2)	$	1,646,608,423
Deposits at broker for futures contracts		26,919,553
Interest receivable		8,306,852
Receivable for fund shares sold		1,465,230
Variation margin receivable on futures contracts		181,950
Receivable for securities sold		501,721
Dividends receivable		415,368
Foreign tax reclaims receivable		142,767
TOTAL ASSETS		1,684,541,864
LIABILITIES:
Options written, at value (premiums received $265,822) (Note 2)		359,562
Accrued foreign capital gains tax (Note 2)		1,073
Accrued management fees (Note 3)		843,223
Accrued shareholder services fees (Class S) (Note 3)		188,434
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		139,552
Accrued fund accounting and administration fees (Note 3)		85,536
Accrued transfer agent fees (Note 3)		64,502
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		3,053,207
Payable for fund shares repurchased		2,874,493
Other payables and accrued expenses		150,165
TOTAL LIABILITIES		7,760,154
TOTAL NET ASSETS	$	1,676,781,710
NET ASSETS CONSIST OF:
Capital stock	$	1,297,420
Additional paid-in-capital		1,521,254,908
Undistributed net investment income		10,262,929
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		79,986,463
Net unrealized appreciation on investments (net of foreign capital gains tax of $1,073), foreign currency and translation of other assets and liabilities		63,979,990
TOTAL NET ASSETS	$	1,676,781,710

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

28

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

October 31, 2014

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($1,124,851,378/ 79,622,642 shares)	$	14.13
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($353,538,090/ 31,659,108 shares)	$	11.17
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($139,290,783/ 12,961,806 shares)	$	10.75
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($59,101,459/ 5,498,440 shares)	$	10.75

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

29

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

For the Year Ended October 31, 2014

INVESTMENT INCOME:
Interest	$	27,524,931
Dividends (net of foreign taxes withheld, $337,635)		11,201,001
Total Investment Income		38,725,932
EXPENSES:
Management fees (Note 3)		9,514,992
Shareholder services fees (Class S) (Note 3)		2,149,869
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		1,202,531
Fund accounting and administration fees (Note 3)		300,318
Transfer agent fees (Note 3)		276,371
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		269,522
Directors’ fees (Note 3)		51,489
Chief Compliance Officer service fees (Note 3)		3,161
Custodian fees		110,924
Miscellaneous		407,042
Total Expenses		14,286,219
NET INVESTMENT INCOME		24,439,713
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		85,792,628
Futures contracts		(2,325,295	)
Options written		(283,161	)
Foreign currency and translation of other assets and liabilities		50,447
		83,234,619
Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $848)		(27,013,114	)
Futures contracts		243,434
Options written		(93,740	)
Foreign currency and translation of other assets and liabilities		(29,564	)
		(26,892,984	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		56,341,635
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	80,781,348

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

30

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

	FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	24,439,713		$	22,896,535
Net realized gain on investments and foreign currency		83,234,619			67,072,988
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(26,892,984	)		19,753,308
Net increase from operations		80,781,348			109,722,831
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(14,549,144	)		(14,804,570	)
From net investment income (Class I)		(6,447,289	)		(5,357,086	)
From net investment income (Class C)		(1,252,553	)		(974,500	)
From net investment income (Class R)		(816,034	)		(608,022	)
From net realized gain on investments (Class S)		(42,636,482	)		(21,212,380	)
From net realized gain on investments (Class I)		(16,448,458	)		(6,649,603	)
From net realized gain on investments (Class C)		(5,631,048	)		(2,048,612	)
From net realized gain on investments (Class R)		(2,517,150	)		(927,955	)
Total distributions to shareholders		(90,298,158	)		(52,582,728	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		189,841,532			110,559,153
Net increase in net assets		180,324,722			167,699,256
NET ASSETS:
Beginning of year		1,496,456,988			1,328,757,732
End of year (including undistributed net investment income of $10,262,929 and $9,120,712,respectively)	$	1,676,781,710		$	1,496,456,988

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

31

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

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	14.18		$	13.62		$	13.16		$	13.37		$	12.21
Income from investment operations:
Net investment income1		0.22			0.22			0.22			0.25			0.29
Net realized and unrealized gain on investments		0.52			0.83			0.69			0.12			1.07
Total from investment operations		0.74			1.05			0.91			0.37			1.36
Less distributions to shareholders:
From net investment income		(0.20	)		(0.20	)		(0.24	)		(0.24	)		(0.20	)
From net realized gain on investments		(0.59	)		(0.29	)		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.79	)		(0.49	)		(0.45	)		(0.58	)		(0.20	)
Net asset value - End of year	$	14.13		$	14.18		$	13.62		$	13.16		$	13.37
Net assets - End of year (000’s omitted)	$	1,124,851		$	1,027,160		$	973,964		$	870,693		$	683,681
Total return2		5.46	%		7.93	%		7.15	%		2.87	%		11.26	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.87	%		0.87	%		0.88	%		0.89	%		0.90	%
Net investment income		1.57	%		1.58	%		1.65	%		1.87	%		2.28	%
Series portfolio turnover		45	%		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	%3

¹Calculated based on average shares outstanding during the years.

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

³Less than 0.01%.

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

32

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

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.38		$	11.03		$	10.75		$	11.03		$	10.11
Income from investment operations:
Net investment income1		0.20			0.20			0.20			0.22			0.26
Net realized and unrealized gain on investments		0.40			0.66			0.55			0.10			0.88
Total from investment operations		0.60			0.86			0.75			0.32			1.14
Less distributions to shareholders:
From net investment income		(0.22	)		(0.22	)		(0.26	)		(0.26	)		(0.22	)
From net realized gain on investments		(0.59	)		(0.29	)		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.81	)		(0.51	)		(0.47	)		(0.60	)		(0.22	)
Net asset value - End of year	$	11.17		$	11.38		$	11.03		$	10.75		$	11.03
Net assets - End of year (000’s omitted)	$	353,538		$	318,106		$	249,566		$	181,345		$	139,399
Total return2		5.66	%		8.15	%		7.34	%		3.07	%		11.49	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.67	%		0.67	%		0.68	%		0.69	%		0.70	%
Net investment income		1.77	%		1.77	%		1.84	%		2.07	%		2.48	%
Series portfolio turnover		45	%		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	%3

¹Calculated based on average shares outstanding during the years.

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

³Less than 0.01%.

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

33

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

	FOR THE YEARS ENDED												FOR THE PERIOD 1/4/101 TO 10/31/10
	10/31/14			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		0.08			0.08			0.09			0.11			0.12
Net realized and unrealized gain on investments		0.39			0.65			0.55			0.10			0.68
Total from investment operations		0.47			0.73			0.64			0.21			0.80
Less distributions to shareholders:
From net investment income		(0.12	)		(0.13	)		(0.17	)		(0.18	)		(0.07	)
From net realized gain on investments		(0.59	)		(0.29	)		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.71	)		(0.42	)		(0.38	)		(0.52	)		(0.07	)
Net asset value - End of period	$	10.75		$	10.99		$	10.68		$	10.42		$	10.73
Net assets - End of period (000’s omitted)	$	139,291		$	102,919		$	72,239		$	42,898		$	17,514
Total return3		4.58	%		7.06	%		6.42	%		2.06	%		8.03	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.67	%		1.67	%		1.69	%		1.69	%		1.70	%4
Net investment income		0.77	%		0.78	%		0.84	%		1.03	%		1.43	%4
Series portfolio turnover		45	%		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 periods.

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

34

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

	FOR THE YEARS ENDED												FOR THE PERIOD 6/30/101 TO 10/31/10
	10/31/14			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		0.14			0.14			0.14			0.13			0.05
Net realized and unrealized gain on investments		0.38			0.64			0.54			0.13			0.71
Total from investment operations		0.52			0.78			0.68			0.26			0.76
Less distributions to shareholders:
From net investment income		(0.17	)		(0.17	)		(0.24	)		(0.24	)		—
From net realized gain on investments		(0.59	)		(0.29	)		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.76	)		(0.46	)		(0.45	)		(0.58	)		—
Net asset value - End of period	$	10.75		$	10.99		$	10.67		$	10.44		$	10.76
Net assets - End of period (000’s omitted)	$	59,101		$	48,272		$	32,988		$	2,828		$	1
Total return3		5.08	%		7.64	%		6.85	%		2.61	%		7.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.17	%		1.17	%		1.19	%		1.19	%		1.20	%4
Net investment income		1.27	%		1.28	%		1.32	%		1.31	%		1.51	%4
Series portfolio turnover		45	%		54	%		54	%		25	%		42	%

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.

35

Performance Update - Pro-Blend^® Moderate Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class S3		5.47	%		8.30	%		6.62	%		7.16	%
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class I3,4		5.73	%		8.56	%		6.79	%		7.24	%
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class C3,5		4.69	%		7.50	%		5.85	%		6.43	%
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class R3,5		5.24	%		7.98	%		6.35	%		6.95	%
Barclays U.S. Aggregate Bond Index6		4.14	%		4.22	%		4.64	%		5.69	%
30/10/60 Blended Index7		7.27	%		8.42	%		6.36	%		7.15	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S for the ten years ended October 31, 2014 to the Barclays U.S. Aggregate Bond Index and the 30/10/60 Blended Index.

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

²Performance numbers for the Series are calculated from September 15, 1993, the Class S inception date. The Barclays U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Indices are calculated from September 30, 1993.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 1.06% for Class S, 0.81% for Class I, 1.81% for Class C and 1.31% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.06% for Class S, 0.81% for Class I, 1.81% for Class C and 1.31% for Class R for the year ended October 31, 2014.

⁴For the periods through the inception of Class I on March 28, 2008, performance is based on the hypothetical performance of Class S shares. Because Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁵For periods through the inception of Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S adjusted for expense differences.

⁶The Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

36

Performance Update - Pro-Blend^® Moderate Term Series

(unaudited)

⁷The 30/10/60 Blended Index is represented by 30% Russell 3000^® Index (Russell 3000), 10% MSCI ACWI ex USA Index (ACWIxUS), and 60% Barclays U.S. Aggregate Bond Index (BAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends, thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value-weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices.

37

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 (May 1, 2014 to October 31, 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                   5/1/14	ENDING  ACCOUNT VALUE                   10/31/14	EXPENSES PAID  DURING PERIOD   5/1/14-10/31/14*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,006.90	$5.36	1.06%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.86	$5.40	1.06%
Class I
Actual	$1,000.00	$1,008.30	$4.10	0.81%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.12	$4.13	0.81%
Class C
Actual	$1,000.00	$1,003.40	$9.14	1.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.08	$9.20	1.81%
Class R
Actual	$1,000.00	$1,005.90	$6.62	1.31%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.60	$6.67	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 184/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which are based on one-year data.

38

Portfolio Composition - Pro-Blend^® Moderate Term Series

As of October 31, 2014 (unaudited)

Sector Allocation4
Financials	17.8%
Consumer Discretionary	15.1%
Information Technology	8.6%
Energy	7.4%
Health Care	5.8%
Consumer Staples	5.6%
Industrials	5.3%
Materials	4.5%
Telecommunication Services	0.9%
Utilities	0.2%
4Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings5
Cerner Corp.	1.8%
EMC Corp.	1.6%
Twenty-First Century Fox, Inc. - Class A	1.5%
Monsanto Co.	1.5%
Hess Corp.	1.3%
General Electric Co.	1.2%
Juniper Networks, Inc.	1.2%
AMC Networks, Inc. - Class A	1.0%
Viacom, Inc. - Class B	0.9%
Schlumberger Ltd.	0.9%
5As a percentage of total investments.

39

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 47.5%
Consumer Discretionary - 12.2%
Auto Components - 0.1%
F.C.C. Co. Ltd. (Japan)1		8,700	$	148,064
Halla Holdings Corp. (South Korea)1		1,488		98,392
Hankook Tire Co. Ltd. (South Korea)1		10,712		551,923
Mando Corp. (South Korea)*1		1,622		305,814
Musashi Seimitsu Industry Co. Ltd. (Japan)1		9,200		180,613
Nissin Kogyo Co. Ltd. (Japan)1		12,500		193,192
				1,477,998
Automobiles - 0.0%##
Hyundai Motor Co. (South Korea)1		1,450		230,088
Toyota Motor Corp. (Japan)1		2,500		150,443
				380,531
Diversified Consumer Services - 0.5%
Apollo Education Group, Inc.*		282,900		8,107,914
Kroton Educacional S.A. (Brazil)		137,432		979,478
				9,087,392
Hotels, Restaurants & Leisure - 0.6%
Accor S.A. (France)1		20,080		843,606
Arcos Dorados Holdings, Inc. - Class A (Argentina)		27,720		170,755
Darden Restaurants, Inc.		13,650		706,797
Hyatt Hotels Corp. - Class A*		8,890		526,466
Whistler Blackcomb Holdings, Inc. (Canada)		8,460		142,845
Whitbread plc (United Kingdom)1		9,640		673,842
Yum! Brands, Inc.		89,250		6,410,827
				9,475,138
Household Durables - 0.9%
DR Horton, Inc.		217,510		4,957,053
Lennar Corp. - Class A		100,450		4,327,386
LG Electronics, Inc. (South Korea)1		9,200		561,859
Nikon Corp. (Japan)1		29,700		406,939
PulteGroup, Inc.		21,460		411,817
Toll Brothers, Inc.*		130,990		4,185,131
TRI Pointe Homes, Inc.*		18,490		253,128
WCI Communities, Inc.*		7,200		135,072
				15,238,385
Internet & Catalog Retail - 1.8%
Amazon.com, Inc.*		28,390		8,672,009
ASOS plc (United Kingdom)*1		16,320		695,892
Expedia, Inc.		9,550		811,463
Groupon, Inc.*		266,830		1,950,527
MakeMyTrip Ltd. (India)*		8,790		264,887
Ocado Group plc (United Kingdom)*1		23,940		95,363
The Priceline Group, Inc.*		8,230		9,927,108
Rakuten, Inc. (Japan)1		57,760		651,329
TripAdvisor, Inc.*		84,590		7,499,749
				30,568,327
Media - 7.1%
AMC Networks, Inc. - Class A*		275,750		16,724,237
British Sky Broadcasting Group plc (United Kingdom)1		37,710		534,433
Discovery Communications, Inc. - Class A*		32,340		1,143,219
Gannett Co., Inc.		363,460		11,448,990
Global Mediacom Tbk PT (Indonesia)1		985,150		159,890
ITV plc (United Kingdom)1		29,440		95,641
Lamar Advertising Co. - Class A		8,950		462,267
Liberty Global plc - Class A - ADR (United Kingdom)*		125,140		5,690,116
Liberty Global plc - Class C - ADR (United Kingdom)*		126,980		5,646,801
Mediaset Espana Comunicacion S.A. (Spain)*1		92,180		1,157,258
Modern Times Group AB - Class B (Sweden)1		2,840		87,801
Morningstar, Inc.		14,020		956,865
Nexstar Broadcasting Group, Inc. - Class A		97,179		4,384,716
ProSiebenSat.1 Media AG (Germany)1		2,430		98,163
Reed Elsevier plc - ADR (United Kingdom)		4,434		291,491
Sinclair Broadcast Group, Inc. - Class A		332,701		9,664,964
Societe Television Francaise 1 (France)1		27,737		413,518
Starz - Class A*		343,880		10,625,892
Time Warner, Inc.		51,600		4,100,652
Tribune Media Co. - Class A*		90,596		6,069,932
Twenty-First Century Fox, Inc. - Class A		728,030		25,102,474
Viacom, Inc. - Class B		205,090		14,905,941
World Wrestling Entertainment, Inc. - Class A		148,370		1,832,369
				121,597,630
Multiline Retail - 0.0%##
Marks & Spencer Group plc (United Kingdom)1		28,790		187,474
Specialty Retail - 0.4%
American Eagle Outfitters, Inc.		102,470		1,318,789
Belle International Holdings Ltd. (Hong Kong)1		691,900		880,460
China ZhengTong Auto Services Holdings Ltd. (China)1		549,000		311,009
Dick’s Sporting Goods, Inc.		36,250		1,644,663

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

40

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Specialty Retail (continued)
Groupe Fnac S.A. (France)*1		203	$	8,553
Hennes & Mauritz AB - Class B (Sweden)1		6,690		266,928
Kingfisher plc (United Kingdom)1		287,910		1,394,764
Komeri Co. Ltd. (Japan)1		19,900		447,343
Sa Sa International Holdings Ltd. (Hong Kong)1		680,000		470,125
				6,742,634
Textiles, Apparel & Luxury Goods - 0.8%
Adidas AG (Germany)1		3,880		282,720
Daphne International Holdings Ltd. (China)1		560,000		281,899
Gildan Activewear, Inc. (Canada)		18,860		1,124,622
Kering (France)1		1,625		313,600
lululemon athletica, Inc.*		259,530		10,809,425
				12,812,266
Total Consumer Discretionary				207,567,775
Consumer Staples - 4.8%
Beverages - 2.0%
AMBEV S.A. - ADR (Brazil)*		1,016,170		6,788,016
Anheuser-Busch InBev N.V. (Belgium)1		116,670		12,938,035
Carlsberg A/S - Class B (Denmark)1		6,320		557,416
Cia Cervecerias Unidas S.A. - ADR (Chile)		17,520		373,351
Diageo plc (United Kingdom)1		369,220		10,889,133
Monster Beverage Corp.*		9,930		1,001,738
Remy Cointreau S.A. (France)1		1,270		90,382
SABMiller plc (United Kingdom)1		8,030		454,199
Treasury Wine Estates Ltd. (Australia)1		139,449		569,367
Tsingtao Brewery Co. Ltd. - Class H (China)1		66,000		487,884
				34,149,521
Food & Staples Retailing - 0.4%
Carrefour S.A. (France)1		22,767		667,307
Casino Guichard-Perrachon S.A. (France)1		2,420		248,130
Dairy Farm International Holdings Ltd. (Hong Kong)1		38,700		371,520
Tesco plc (United Kingdom)1		1,500,575		4,165,563
Wal-Mart de Mexico S.A.B. de C.V. - Class V (Mexico)		162,600		377,091
				5,829,611
Food Products - 1.5%
Biostime International Holdings Ltd. (China)1		91,000		206,051
Charoen Pokphand Foods PCL (Thailand)1		954,390		916,074
Danone S.A. (France)1		11,770		804,273
Dean Foods Co.		74,620		1,097,660
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		138,570		407,491
Ingredion, Inc.		3,320		256,470
Keurig Green Mountain, Inc.		10,770		1,634,347
M Dias Branco S.A. (Brazil)		5,100		198,328
Nestle S.A. (Switzerland)1		165,140		12,110,400
Tiger Brands Ltd. (South Africa)1		9,610		289,250
Unilever plc - ADR (United Kingdom)		207,379		8,342,857
				26,263,201
Household Products - 0.2%
Energizer Holdings, Inc.		25,100		3,078,515
Reckitt Benckiser Group plc (United Kingdom)1		5,120		431,222
				3,509,737
Personal Products - 0.0%##
Beiersdorf AG (Germany)1		2,270		184,049
Natura Cosmeticos S.A. (Brazil)		19,280		280,108
				464,157
Tobacco - 0.7%
Gudang Garam Tbk PT (Indonesia)1		84,800		405,807
Imperial Tobacco Group plc (United Kingdom)1		258,100		11,212,292
Swedish Match AB (Sweden)1		13,510		439,305
				12,057,404
Total Consumer Staples				82,273,631
Energy - 6.0%
Energy Equipment & Services - 3.0%
Baker Hughes, Inc.		221,370		11,723,755
Cameron International Corp.*		218,980		13,040,259
CGG S.A. (France)*1		11,858		68,509
Core Laboratories N.V. - ADR		1,290		179,994
Oceaneering International, Inc.		1,870		131,405
Petroleum Geo-Services ASA (Norway)1		16,820		83,542
Saipem S.p.A. (Italy)*1		17,540		274,588
Schlumberger Ltd.		149,195		14,719,579
Spectrum ASA (Norway)1		19,960		93,923
SPT Energy Group, Inc. (China)1		320,000		100,815
TGS Nopec Geophysical Co. ASA (Norway)1		24,460		570,598
Trican Well Service Ltd. (Canada)		12,780		114,527
Weatherford International plc - ADR*		645,920		10,606,006
				51,707,500

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

41

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels - 3.0%
Apache Corp.		44,770	$	3,456,244
Cameco Corp. (Canada)		94,020		1,634,068
Cloud Peak Energy, Inc.*		99,930		1,196,162
Cosan S.A. Industria e Comercio (Brazil)		8,040		112,234
Encana Corp. (Canada)		30,126		561,247
EOG Resources, Inc.		31,577		3,001,394
Hess Corp.		266,920		22,637,485
Koninklijke Vopak N.V. (Netherlands)1		7,090		355,558
Pacific Rubiales Energy Corp. (Colombia)		23,960		361,404
Peabody Energy Corp.		1,018,965		10,627,805
Petroleo Brasileiro S.A. - ADR (Brazil)		39,190		479,294
Range Resources Corp.		74,420		5,090,328
Royal Dutch Shell plc - Class B (Netherlands)1		18,152		670,630
Talisman Energy, Inc. (Canada)		106,646		680,347
Whitehaven Coal Ltd. (Australia)*1		66,490		89,172
				50,953,372
Total Energy				102,660,872
Financials - 4.8%
Banks - 1.3%
Hong Leong Financial Group Berhad (Malaysia)1		117,900		648,738
HSBC Holdings plc (United Kingdom)1		1,198,320		12,217,254
ICICI Bank Ltd. - ADR (India)		7,650		431,154
Popular, Inc.*		243,780		7,771,706
Sumitomo Mitsui Trust Holdings, Inc. (Japan)1		106,000		432,769
Synovus Financial Corp.		30,602		776,067
				22,277,688
Capital Markets - 0.1%
CETIP S.A. - Mercados Organizados (Brazil)		10,840		137,365
Daiwa Securities Group, Inc. (Japan)1		46,000		363,536
Financial Engines, Inc.		35,160		1,401,829
				1,902,730
Consumer Finance - 0.1%
SLM Corp.		131,220		1,253,151
Diversified Financial Services - 0.1%
Berkshire Hathaway, Inc. - Class B*		1,000		140,160
JSE Ltd. (South Africa)1		40,370		393,095
MSCI, Inc.		29,710		1,386,269
				1,919,524
Insurance - 0.1%
Admiral Group plc (United Kingdom)1		20,510		438,854
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		57,370		172,487
Mapfre S.A. (Spain)1		204,600		701,584
Zurich Insurance Group AG (Switzerland)1		1,580		478,153
				1,791,078
Real Estate Investment Trusts (REITS) - 2.5%
Agree Realty Corp.		18,290		559,857
Alexandria Real Estate Equities, Inc.		6,720		557,760
Alstria Office REIT AG (Germany)1		78,350		972,717
American Campus Communities, Inc.		7,560		296,881
Apartment Investment & Management Co. - Class A		15,100		540,429
Associated Estates Realty Corp.		26,720		521,842
AvalonBay Communities, Inc.		3,230		503,363
BioMed Realty Trust, Inc.		69,640		1,512,581
Boston Properties, Inc.		2,880		365,040
Camden Property Trust		6,420		492,221
CatchMark Timber Trust, Inc. - Class A		27,410		320,697
CBL & Associates Properties, Inc.		63,185		1,208,729
CBS Outdoor Americas, Inc.		49,580		1,508,719
Chesapeake Lodging Trust		18,930		625,447
CoreSite Realty Corp.		13,430		497,179
Corporate Office Properties Trust		49,150		1,343,761
Crown Castle International Corp.		4,030		314,824
CubeSmart		16,250		342,062
DDR Corp.		25,660		465,472
Digital Realty Trust, Inc.		26,000		1,793,740
Duke Realty Corp.		25,480		483,101
DuPont Fabros Technology, Inc.		16,069		497,657
Education Realty Trust, Inc.		42,460		478,100
Equity Lifestyle Properties, Inc.		6,790		333,389
Equity One, Inc.		13,270		318,480
Equity Residential		7,740		538,394
Essex Property Trust, Inc.		2,570		518,523
Excel Trust, Inc.		23,420		304,460
Extra Space Storage, Inc.		5,040		293,126
Fibra Shop Portafolios Inmobiliarios SAPI de CV (Mexico)		163,380		221,904
General Growth Properties, Inc.		18,740		485,553
HCP, Inc.		17,880		786,184
Health Care REIT, Inc.		8,960		637,146
Healthcare Trust of America, Inc.		29,230		375,313
Home Properties, Inc.		5,000		321,550
Host Hotels & Resorts, Inc.		26,490		617,482
Inland Real Estate Corp.		29,660		314,693
Kimco Realty Corp.		33,540		836,823

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

42

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Kite Realty Group Trust		24,165	$	625,632
Mack-Cali Realty Corp.		21,370		400,260
Mid-America Apartment Communities, Inc.		7,110		502,393
Pebblebrook Hotel Trust		16,110		686,286
Pennsylvania Real Estate Investment Trust		15,230		326,379
Physicians Realty Trust		33,000		506,220
Plum Creek Timber Co., Inc.		25,670		1,052,727
Potlatch Corp.		2,710		119,213
Public Storage		3,310		610,165
Rayonier, Inc.		3,740		125,178
Rouse Properties, Inc.		33,590		611,674
Saul Centers, Inc.		2,920		160,454
Scentre Group (Australia)*1		72,688		231,871
Simon Property Group, Inc.		9,810		1,758,050
Sovran Self Storage, Inc.		7,720		656,895
UDR, Inc.		16,420		496,377
Ventas, Inc.		8,600		589,186
Washington Prime Group, Inc.		20,315		358,153
Washington Real Estate Investment Trust		11,330		320,186
Westfield Corp. (Australia)1		121,570		854,275
Weyerhaeuser Co.		274,090		9,280,687
				43,377,460
Real Estate Management & Development - 0.6%
BR Malls Participacoes S.A. (Brazil)		17,560		141,024
Forest City Enterprises, Inc. - Class A*		21,570		450,597
Forestar Group, Inc.*		8,000		139,600
General Shopping Brasil S.A. (Brazil)*		115,770		315,367
Realogy Holdings Corp.*		209,962		8,610,542
				9,657,130
Total Financials				82,178,761
Health Care - 5.3%
Biotechnology - 0.2%
BioMarin Pharmaceutical, Inc.*		18,540		1,529,550
Green Cross Corp. (South Korea)1		4,900		627,100
Seattle Genetics, Inc.*		31,600		1,158,772
				3,315,422
Health Care Equipment & Supplies - 0.3%
BioMerieux (France)1		1,010		106,545
Carl Zeiss Meditec AG (Germany)1		12,060		324,499
HeartWare International, Inc.*		18,420		1,420,550
Neogen Corp.*		2,910		127,749
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		874,700		884,528
Thoratec Corp.*		47,610		1,294,040
				4,157,911
Health Care Providers & Services - 1.8%
Catamaran Corp.*		308,100		14,687,127
Express Scripts Holding Co.*		157,610		12,107,600
Fresenius Medical Care AG & Co. KGaA (Germany)1		5,450		400,017
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		11,070		405,273
KPJ Healthcare Berhad (Malaysia)1		122,300		145,392
Life Healthcare Group Holdings Ltd. (South Africa)1		156,349		591,250
Odontoprev S.A. (Brazil)		189,030		682,763
Quest Diagnostics, Inc.		12,540		795,788
Universal Health Services, Inc. - Class B		7,190		745,675
				30,560,885
Health Care Technology - 1.7%
Cerner Corp.*		467,776		29,628,932
Life Sciences Tools & Services - 0.0%##
Gerresheimer AG (Germany)1		7,580		421,765
QIAGEN N.V.*1		8,680		203,992
				625,757
Pharmaceuticals - 1.3%
AstraZeneca plc (United Kingdom)1		1,890		138,061
AstraZeneca plc - ADR (United Kingdom)		11,950		871,633
GlaxoSmithKline plc (United Kingdom)1		11,020		249,205
Johnson & Johnson		77,670		8,371,273
Novartis AG - ADR (Switzerland)		2,980		276,216
Novo Nordisk A/S - Class B (Denmark)1		6,230		281,613
Otsuka Holdings Co. Ltd. (Japan)1		5,000		175,390
Roche Holding AG (Switzerland)1		670		197,718
Sanofi (France)1		3,906		354,430
Sanofi - ADR (France)		243,660		11,266,838
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		7,240		408,843
				22,591,220
Total Health Care				90,880,127
Industrials - 3.1%
Airlines - 0.3%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		278,619		1,440,460
Latam Airlines Group S.A. - ADR (Chile)*		179,359		2,188,180

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

43

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Airlines (continued)
Republic Airways Holdings, Inc.*		134,130	$	1,679,308
Ryanair Holdings plc - ADR (Ireland)*		5,170		287,142
				5,595,090
Commercial Services & Supplies - 0.0%##
Aggreko plc (United Kingdom)1		17,469		426,206
MiX Telematics Ltd. - ADR (South Africa)*		16,170		144,075
Rollins, Inc.		4,110		130,986
Tomra Systems ASA (Norway)1		31,230		233,822
				935,089
Electrical Equipment - 0.1%
Alstom S.A. (France)*1		15,620		545,188
Nexans S.A. (France)*1		4,815		146,716
Polypore International, Inc.*		2,950		129,564
Schneider Electric SE (France)1		6,220		490,049
				1,311,517
Industrial Conglomerates - 1.3%
General Electric Co.		775,110		20,005,589
Siemens AG (Germany)1		14,840		1,673,852
				21,679,441
Machinery - 1.0%
AGCO Corp.		4,590		203,383
ANDRITZ AG (Austria)1		6,720		324,739
Chart Industries, Inc.*		15,830		736,886
Deere & Co.		1,120		95,805
FANUC Corp. (Japan)1		5,180		912,901
Joy Global, Inc.		219,538		11,554,285
Kennametal, Inc.		2,260		87,259
Komatsu Ltd. (Japan)1		9,300		219,567
KUKA AG (Germany)1		2,140		134,871
Pall Corp.		4,080		372,994
Pentair plc (United Kingdom)		4,960		332,568
Sany Heavy Equipment International Holdings Co. Ltd. (China)*1		627,000		138,972
SKF AB - Class B (Sweden)1		16,440		329,744
Terex Corp.		25,520		734,210
Xylem, Inc.		9,050		329,058
				16,507,242
Marine - 0.0%##
Sinotrans Shipping Ltd. (China)*1		657,000		179,711
Professional Services - 0.0%##
Experian plc (United Kingdom)1		20,290		305,082
SGS S.A. (Switzerland)1		210		461,690
				766,772
Road & Rail - 0.2%
Heartland Express, Inc.		35,510		892,721
Hertz Global Holdings, Inc.*		55,580		1,218,314
Kansas City Southern		1,540		189,097
Swift Transportation Co.*		36,920		911,924
Union Pacific Corp.		1,840		214,268
				3,426,324
Trading Companies & Distributors - 0.1%
Brenntag AG (Germany)1		10,639		516,221
Fastenal Co.		31,770		1,399,151
				1,915,372
Transportation Infrastructure - 0.1%
Wesco Aircraft Holdings, Inc.*		64,160		1,138,840
Total Industrials				53,455,398
Information Technology - 7.8%
Communications Equipment - 1.4%
Alcatel-Lucent - ADR (France)		118,770		356,310
ARRIS Group, Inc.*		50,910		1,528,318
Ixia*		127,620		1,228,981
Juniper Networks, Inc.		946,780		19,948,655
Palo Alto Networks, Inc.*		620		65,534
Polycom, Inc.*		60,500		791,340
				23,919,138
Electronic Equipment, Instruments & Components - 0.2%
Cognex Corp.*		3,150		124,614
FLIR Systems, Inc.		34,710		1,163,826
Hitachi Ltd. (Japan)1		103,000		809,320
Keyence Corp. (Japan)1		1,123		544,186
				2,641,946
Internet Software & Services - 1.9%
eBay, Inc.*		241,120		12,658,800
Google, Inc. - Class A*		14,336		8,140,984
Google, Inc. - Class C*		14,336		8,014,971
NetEase, Inc. - ADR (China)		4,750		449,920
Q2 Holdings, Inc.*		44,030		664,413
Qihoo 360 Technology Co. Ltd. - ADR (China)*		18,474		1,348,233
Tencent Holdings Ltd. (China)1		28,600		459,667
Youku Tudou, Inc. - ADR (China)*		7,830		153,468
Zillow, Inc. - Class A*		5,310		577,356
				32,467,812
IT Services - 1.6%
Amdocs Ltd. - ADR		5,440		258,618
EVERTEC, Inc.		103,710		2,354,217

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

44

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services (continued)
InterXion Holding N.V. - ADR (Netherlands)*		6,640	$	181,538
MasterCard, Inc. - Class A		85,703		7,177,626
VeriFone Systems, Inc.*		273,150		10,177,569
Visa, Inc. - Class A		28,850		6,965,255
				27,114,823
Semiconductors & Semiconductor Equipment - 0.0%##
GCL-Poly Energy Holdings Ltd. (Hong Kong)*1		385,000		129,754
REC Silicon ASA (Norway)*1		226,430		90,526
				220,280
Software - 1.0%
Aspen Technology, Inc.*		2,190		80,877
AVEVA Group plc (United Kingdom)1		57,323		1,408,500
Check Point Software Technologies Ltd. (Israel)*		950		70,537
Electronic Arts, Inc.*		344,870		14,129,324
Fortinet, Inc.*		6,410		166,981
Imperva, Inc.*		1,900		77,843
Nuance Communications, Inc.*		7,730		119,274
Proofpoint, Inc.*		1,440		63,418
SAP SE (Germany)1		12,350		841,472
Temenos Group AG (Switzerland)1		6,350		221,700
Totvs S.A. (Brazil)		43,356		631,994
				17,811,920
Technology Hardware, Storage & Peripherals - 1.7%
Canon, Inc. (Japan)1		10,100		309,870
EMC Corp.		939,650		26,996,145
Samsung Electronics Co. Ltd. (South Korea)1		1,320		1,539,308
Stratasys Ltd.*		1,100		132,396
				28,977,719
Total Information Technology				133,153,638
Materials - 3.3%
Chemicals - 2.3%
Akzo Nobel N.V. (Netherlands)1		1,440		96,028
BASF SE (Germany)1		4,890		432,081
FMC Corp.		13,260		760,461
Linde AG (Germany)1		4,880		900,629
Monsanto Co.		213,890		24,605,906
The Mosaic Co.		244,150		10,818,287
Novozymes A/S - Class B (Denmark)1		2,630		121,787
Potash Corp. of Saskatchewan, Inc. (Canada)		9,470		323,590
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		20,796		493,489
Syngenta AG (Switzerland)1		1,286		397,705
Tronox Ltd. - Class A		4,910		118,724
Umicore S.A. (Belgium)1		8,591		337,183
Wacker Chemie AG (Germany)1		1,130		136,932
Yingde Gases Group Co. Ltd. (China)1		184,000		143,675
				39,686,477
Construction Materials - 0.0%##
CRH plc (Ireland)1		13,260		294,639
Holcim Ltd. (Switzerland)1		2,630		186,663
				481,302
Metals & Mining - 1.0%
Alcoa, Inc.		791,520		13,265,875
Alumina Ltd. (Australia)*1		220,239		318,311
Iluka Resources Ltd. (Australia)1		28,660		183,990
Impala Platinum Holdings Ltd. (South Africa)*1		21,490		156,741
Jastrzebska Spolka Weglowa S.A. (Poland)*1		21,100		181,325
Norsk Hydro ASA (Norway)1		68,500		383,526
Stillwater Mining Co.*		73,600		966,368
Teck Resources Ltd. - Class B (Canada)		23,294		367,579
ThyssenKrupp AG (Germany)*1		5,900		142,199
				15,965,914
Total Materials				56,133,693
Telecommunication Services - 0.2%
Diversified Telecommunication Services - 0.1%
Telefonica S.A. - ADR (Spain)		65,120		975,498
Telenor ASA - ADR (Norway)2		7,550		508,417
				1,483,915
Wireless Telecommunication Services - 0.1%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		32,850		801,869
China Mobile Ltd. (China)1		40,000		497,701
				1,299,570
Total Telecommunication Services				2,783,485
TOTAL COMMON STOCKS
(Identified Cost $728,953,988)				811,087,380

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

45

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	SHARES/ PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
PREFERRED STOCKS - 0.2%
Financials - 0.2%
Banks - 0.0%##
U.S. Bancorp., Series F (non-cumulative), 6.50%3		29,800	$	873,438
Insurance - 0.1%
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%3		14,100		1,424,100
Real Estate Investment Trusts (REITS) - 0.1%
Public Storage, Series Q, 6.50%		37,110		974,138
TOTAL PREFERRED STOCKS
(Identified Cost $3,101,925)				3,271,676
CORPORATE BONDS - 22.7%
Convertible Corporate Bonds - 0.2%
Consumer Discretionary - 0.1%
Internet & Catalog Retail - 0.1%
The Priceline Group, Inc., 0.35%, 6/15/2020		1,225,000		1,388,844
Financials - 0.1%
Real Estate Investment Trusts (REITS) - 0.1%
BioMed Realty LP5, 3.75%, 1/15/2030		825,000		1,048,781
Total Convertible Corporate Bonds
(Identified Cost $2,456,625)				2,437,625
Non-Convertible Corporate Bonds - 22.5%
Consumer Discretionary - 2.6%
Auto Components - 0.3%
Delphi Corp., 5.00%, 2/15/2023		1,714,000		1,836,123
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 3.50%, 3/15/2017		3,195,000		3,179,025
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.875%, 2/1/2022		1,075,000		1,104,563
				6,119,711
Automobiles - 0.3%
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017		2,000,000		2,254,822
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		775,000		848,028
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,070,000		1,337,221
				4,440,071
Diversified Consumer Services - 0.2%
Block Financial LLC, 5.50%, 11/1/2022		2,795,000		3,015,235
Crestview DS Merger Sub II, Inc., 10.00%, 9/1/2021		650,000		718,250
				3,733,485
Hotels, Restaurants & Leisure - 0.3%
International Game Technology, 7.50%, 6/15/2019		4,255,000		4,712,161
Yum! Brands, Inc., 6.25%, 4/15/2016		1,066,000		1,143,499
				5,855,660
Household Durables - 0.5%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)5, 6.125%, 7/1/2022		735,000		780,937
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		1,855,000		2,000,950
NVR, Inc., 3.95%, 9/15/2022		528,000		539,856
Tupperware Brands Corp., 4.75%, 6/1/2021		3,995,000		4,252,797
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		885,000		867,300
				8,441,840
Media - 0.8%
21st Century Fox America, Inc., 6.90%, 3/1/2019		1,095,000		1,302,128
Cogeco Cable, Inc. (Canada)5, 4.875%, 5/1/2020		1,130,000		1,130,000
Columbus International, Inc. (Barbados)5, 7.375%, 3/30/2021		675,000		715,500
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		2,115,000		2,365,029
Discovery Communications LLC, 5.05%, 6/1/2020		2,015,000		2,239,828
Gannett Co., Inc.5, 4.875%, 9/15/2021		1,125,000		1,133,437
Sirius XM Radio, Inc.5, 4.25%, 5/15/2020		1,125,000		1,118,672
Time Warner, Inc., 4.875%, 3/15/2020		1,200,000		1,322,578
Time Warner, Inc., 4.75%, 3/29/2021		1,610,000		1,770,953
				13,098,125
Multiline Retail - 0.1%
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,320,000		1,265,718
Specialty Retail - 0.1%
The TJX Companies, Inc., 2.75%, 6/15/2021		1,500,000		1,497,528
Textiles, Apparel & Luxury Goods - 0.0%##
VF Corp., 5.95%, 11/1/2017		640,000		727,921
Total Consumer Discretionary				45,180,059
Consumer Staples - 0.7%
Beverages - 0.2%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		1,060,000		1,285,486
Pernod-Ricard S.A. (France)5, 5.75%, 4/7/2021		1,350,000		1,544,596

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

46

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Beverages (continued)
SABMiller plc (United Kingdom)5, 6.50%, 7/15/2018			1,000,000	$	1,152,173
					3,982,255
Food & Staples Retailing - 0.2%
C&S Group Enterprises LLC5, 5.375%, 7/15/2022			1,110,000		1,110,000
KeHE Distributors LLC - KeHE Finance Corp.5, 7.625%, 8/15/2021			865,000		919,063
Shearer’s Foods LLC - Chip Finance Corp.5, 9.00%, 11/1/2019			710,000		781,000
					2,810,063
Food Products - 0.1%
Pinnacle Operating Corp.5, 9.00%, 11/15/2020			1,030,000		1,109,825
Household Products - 0.2%
Energizer Holdings, Inc., 4.70%, 5/19/2021			1,300,000		1,327,863
Harbinger Group, Inc., 7.875%, 7/15/2019			885,000		958,013
Harbinger Group, Inc., 7.75%, 1/15/2022			920,000		933,800
					3,219,676
Tobacco - 0.0%##
Vector Group Ltd., 7.75%, 2/15/2021			805,000		872,419
Total Consumer Staples					11,994,238
Energy - 1.3%
Energy Equipment & Services - 0.5%
Baker Hughes, Inc., 7.50%, 11/15/2018			1,215,000		1,469,021
Calfrac Holdings LP (Canada)5, 7.50%, 12/1/2020			685,000		698,700
Parker Drilling Co., 6.75%, 7/15/2022			1,125,000		1,023,750
Schlumberger Oilfield plc5, 4.20%, 1/15/2021			905,000		987,328
Seventy Seven Operating LLC, 6.625%, 11/15/2019			685,000		678,150
Shelf Drilling Holdings Ltd. (United Arab Emirates)5, 8.625%, 11/1/2018			1,030,000		1,017,125
US Shale Solutions, Inc.5, 12.50%, 9/1/2017			560,000		504,000
Weatherford International Ltd., 9.625%, 3/1/2019			2,155,000		2,753,864
					9,131,938
Oil, Gas & Consumable Fuels - 0.8%
Buckeye Partners LP, 4.15%, 7/1/2023			1,295,000		1,301,393
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021			955,000		792,650
FTS International, Inc.5, 6.25%, 5/1/2022			725,000		685,125
Ithaca Energy, Inc. (United Kingdom)5, 8.125%, 7/1/2019			1,100,000		946,000
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020			1,355,000		1,417,669
Petrobras Global Finance B.V. (Brazil)6, 1.852%, 5/20/2016			3,280,000		3,280,000
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018			1,345,000		1,486,629
Petroleos Mexicanos (Mexico), 3.50%, 7/18/2018			450,000		465,750
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019			1,600,000		1,943,840
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021			1,065,000		1,115,587
					13,434,643
Total Energy					22,566,581
Financials - 12.5%
Banks - 4.0%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)6, 9.00%, 5/29/2049			1,200,000		1,296,960
Banco Santander S.A. (Spain)6, 6.375%, 5/29/2049			1,400,000		1,375,850
Bank of America Corp., 6.50%, 8/1/2016			1,900,000		2,071,861
Bank of America Corp., 5.75%, 8/15/2016			1,135,000		1,222,506
Bank of America Corp., 6.875%, 4/25/2018			1,030,000		1,191,475
Bank of America Corp., 7.625%, 6/1/2019			2,270,000		2,753,374
Bank of Montreal (Canada)5, 1.95%, 1/30/2017			6,730,000		6,862,958
Barclays Bank plc (United Kingdom), 5.14%, 10/14/2020			1,050,000		1,141,129
Barclays Bank plc (United Kingdom)5, 10.179%, 6/12/2021			1,200,000		1,611,206
Barclays plc (United Kingdom)6, 6.625%, 6/29/2049			800,000		765,600
BBVA Bancomer S.A. (Mexico)5, 6.75%, 9/30/2022			1,655,000		1,874,287
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015			4,406,000		4,565,079
BPCE S.A. (France)6, 2.84%, 7/29/2049			1,400,000		1,225,490
Citigroup, Inc., 5.85%, 8/2/2016			2,000,000		2,158,864
Citigroup, Inc., 8.50%, 5/22/2019			2,674,000		3,355,119
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD		390,000		362,337

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

47

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Netherlands)6, 8.40%, 11/29/2049			670,000	$	737,000
HSBC Bank plc (United Kingdom)5, 1.50%, 5/15/2018			1,605,000		1,583,267
HSBC Finance Corp., 6.676%, 1/15/2021			1,350,000		1,590,952
HSBC USA Capital Trust I (United Kingdom)5, 7.808%, 12/15/2026			600,000		607,405
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019			3,000,000		3,123,246
Intesa Sanpaolo S.p.A. (Italy)5, 6.50%, 2/24/2021			1,380,000		1,601,258
Intesa Sanpaolo S.p.A. (Italy)5, 5.017%, 6/26/2024			1,450,000		1,417,105
JPMorgan Chase & Co., 3.15%, 7/5/2016			4,025,000		4,163,214
JPMorgan Chase & Co., 4.95%, 3/25/2020			4,040,000		4,485,741
Lloyds Bank plc (United Kingdom)5, 6.50%, 9/14/2020			2,225,000		2,573,304
Lloyds Bank plc (United Kingdom)6, 9.875%, 12/16/2021			1,300,000		1,495,000
National City Corp., 6.875%, 5/15/2019			2,485,000		2,940,814
Popular, Inc., 7.00%, 7/1/2019			1,500,000		1,511,250
Royal Bank of Canada (Canada), 3.27%, 11/10/2014	CAD		295,000		261,784
Royal Bank of Canada (Canada), 3.18%, 3/16/2015	CAD		470,000		419,845
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD		450,000		423,372
Royal Bank of Scotland Group plc (United Kingdom)6, 1.173%, 3/31/2017			3,000,000		3,009,942
The Royal Bank of Scotland plc (United Kingdom)6, 9.50%, 3/16/2022			590,000		674,311
Santander Bank N.A. (Spain), 8.75%, 5/30/2018			1,250,000		1,512,369
Santander Holdings USA, Inc., 4.625%, 4/19/2016			365,000		383,933
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD		400,000		371,961
					68,721,168
Capital Markets - 2.5%
Goldman Sachs Capital II6, 4.00%, 12/29/2049			1,215,000		913,680
The Goldman Sachs Group, Inc., 3.625%, 2/7/2016			4,400,000		4,540,901
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			2,510,000		2,836,300
The Goldman Sachs Group, Inc.6, 1.332%, 11/15/2018			6,235,000		6,298,834
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			4,285,000		4,804,835
The Goldman Sachs Group, Inc.6, 1.836%, 11/29/2023			1,120,000		1,156,099
Morgan Stanley, 3.80%, 4/29/2016			5,020,000		5,217,718
Morgan Stanley, 2.125%, 4/25/2018			5,000,000		5,013,850
Morgan Stanley, 5.50%, 1/26/2020			4,255,000		4,796,708
Morgan Stanley, 5.75%, 1/25/2021			2,965,000		3,404,585
Scottrade Financial Services, Inc.5, 6.125%, 7/11/2021			375,000		393,907
UBS AG (Switzerland)6, 7.25%, 2/22/2022			1,170,000		1,265,413
UBS AG (Switzerland), 7.625%, 8/17/2022			810,000		955,926
UBS AG (Switzerland)6, 4.75%, 5/22/2023			1,005,000		1,016,306
					42,615,062
Consumer Finance - 0.6%
Ally Financial, Inc., 6.75%, 12/1/2014			610,000		611,830
American Express Co.6, 6.80%, 9/1/2066			950,000		1,006,905
Capital One Bank USA National Association, 2.15%, 11/21/2018			900,000		896,929
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			1,500,000		1,777,067
Caterpillar Financial Services Corp., 7.15%, 2/15/2019			295,000		354,846
CNG Holdings, Inc.5, 9.375%, 5/15/2020			910,000		684,775
Discover Bank, 4.20%, 8/8/2023			1,310,000		1,372,559
Navient Corp., 6.00%, 1/25/2017			2,945,000		3,106,975
Navient Corp., 6.125%, 3/25/2024			1,060,000		1,094,461
					10,906,347
Diversified Financial Services - 1.2%
The Bear Stearns Companies LLC, 7.25%, 2/1/2018			85,000		98,812
CME Group, Inc., 3.00%, 9/15/2022			1,240,000		1,246,035
General Electric Capital Corp.6, 0.612%, 5/5/2026			2,310,000		2,204,920
General Electric Capital Corp.6, 7.125%, 12/29/2049			1,950,000		2,271,750
ING Bank N.V. (Netherlands)5, 5.80%, 9/25/2023			1,850,000		2,058,906
ING Bank N.V. (Netherlands)6, 4.125%, 11/21/2023			1,475,000		1,511,034
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 7.375%, 4/1/2020			870,000		865,650
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 7.50%, 4/15/2021			1,150,000		1,144,250

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

48

Investment Portfolio - October 31, 2014

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)
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 6.875%, 4/15/2022		700,000	$	677,250
Jefferies Group LLC, 8.50%, 7/15/2019		3,825,000		4,744,530
Jefferies Group LLC, 5.125%, 1/20/2023		2,100,000		2,225,341
Voya Financial, Inc., 2.90%, 2/15/2018		85,000		87,390
Voya Financial, Inc., 5.50%, 7/15/2022		1,165,000		1,313,386
				20,449,254
Insurance - 2.0%
Aegon N.V. (Netherlands)6, 2.549%, 7/29/2049		2,150,000		1,918,875
American International Group, Inc., 4.875%, 6/1/2022		3,705,000		4,132,520
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		3,035,000		3,158,628
AXA S.A. (France)6, 2.663%, 8/29/2049		2,640,000		2,389,200
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,985,000		2,207,294
First American Financial Corp., 4.30%, 2/1/2023		1,650,000		1,669,340
Genworth Holdings, Inc., 7.70%, 6/15/2020		500,000		600,233
Genworth Holdings, Inc., 7.625%, 9/24/2021		6,620,000		8,069,197
Genworth Holdings, Inc.6, 6.15%, 11/15/2066		4,395,000		3,757,725
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		3,120,000		3,486,531
Prudential Financial, Inc.6, 5.875%, 9/15/2042		1,950,000		2,067,000
				33,456,543
Real Estate Investment Trusts (REITS) - 2.0%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		665,000		660,237
American Tower Corp., 3.40%, 2/15/2019		4,010,000		4,101,592
BioMed Realty LP, 3.85%, 4/15/2016		235,000		244,320
Boston Properties LP, 5.875%, 10/15/2019		1,415,000		1,632,340
Boston Properties LP, 5.625%, 11/15/2020		410,000		469,088
Camden Property Trust, 5.70%, 5/15/2017		705,000		778,665
Corrections Corp. of America, 4.125%, 4/1/2020		1,105,000		1,088,425
Digital Realty Trust LP, 5.875%, 2/1/2020		4,950,000		5,530,927
DuPont Fabros Technology LP, 5.875%, 9/15/2021		1,090,000		1,133,600
HCP, Inc., 6.70%, 1/30/2018		3,675,000		4,232,409
Health Care REIT, Inc., 6.20%, 6/1/2016		3,640,000		3,935,976
Health Care REIT, Inc., 4.95%, 1/15/2021		330,000		362,204
Hospitality Properties Trust, 6.70%, 1/15/2018		1,385,000		1,543,710
Qualitytech LP - QTS Finance Corp.5, 5.875%, 8/1/2022		735,000		738,675
Rialto Holdings LLC - Rialto Corp.5, 7.00%, 12/1/2018		1,020,000		1,042,950
Simon Property Group LP, 10.35%, 4/1/2019		2,210,000		2,925,370
Simon Property Group LP, 5.65%, 2/1/2020		1,795,000		2,076,101
UDR, Inc., 4.625%, 1/10/2022		980,000		1,057,338
				33,553,927
Real Estate Management & Development - 0.0%##
Forestar USA Real Estate Group, Inc.5, 8.50%, 6/1/2022		695,000		710,637
Thrifts & Mortgage Finance - 0.2%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		930,000		983,475
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.5, 5.875%, 8/1/2021		515,000		510,494
Prospect Holding Co. LLC - Prospect Holding Finance Co.5, 10.25%, 10/1/2018		725,000		652,500
Provident Funding Associates LP - PFG Finance Corp.5, 6.75%, 6/15/2021		580,000		578,550
				2,725,019
Total Financials				213,137,957
Health Care - 0.4%
Biotechnology - 0.1%
Amgen, Inc., 2.20%, 5/22/2019		1,472,000		1,460,724
Health Care Equipment & Supplies - 0.0%##
Halyard Health, Inc.5, 6.25%, 10/15/2022		715,000		731,087
Health Care Providers & Services - 0.2%
Express Scripts Holding Co., 4.75%, 11/15/2021		1,250,000		1,372,721
Fresenius Medical Care US Finance, Inc. (Germany)5, 6.50%, 9/15/2018		815,000		902,613
Fresenius US Finance II, Inc. (Germany)5, 9.00%, 7/15/2015		895,000		930,800
				3,206,134

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

49

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Pharmaceuticals - 0.1%
Roche Holdings, Inc. (Switzerland)5, 6.00%, 3/1/2019		1,540,000	$	1,779,378
Total Health Care				7,177,323
Industrials - 2.1%
Aerospace & Defense - 0.3%
DigitalGlobe, Inc.5, 5.25%, 2/1/2021		1,113,000		1,082,393
L-3 Communications Corp., 3.95%, 11/15/2016		2,000,000		2,104,682
Textron, Inc., 7.25%, 10/1/2019		1,000,000		1,194,074
				4,381,149
Air Freight & Logistics - 0.0%##
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.5,7, 10.00%, 2/15/2018		615,000		633,450
Airlines - 0.5%
Allegiant Travel Co., 5.50%, 7/15/2019		1,065,000		1,088,963
American Airlines Pass-Through Trust, Series 2013-2, Class A, 4.95%, 1/15/2023		2,081,450		2,221,948
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B5, 6.375%, 1/2/2016		710,000		740,175
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		2,285,000		2,382,113
Gol LuxCo S.A. (Brazil)5, 8.875%, 1/24/2022		1,080,000		1,061,100
United Continental Holdings, Inc., 6.375%, 6/1/2018		845,000		883,025
				8,377,324
Commercial Services & Supplies - 0.1%
Modular Space Corp.5, 10.25%, 1/31/2019		1,055,000		1,076,100
Construction & Engineering - 0.0%##
Abengoa Finance S.A.U. (Spain)5, 7.75%, 2/1/2020		850,000		888,250
Machinery - 0.3%
CNH Industrial Capital LLC, 3.875%, 11/1/2015		2,215,000		2,242,688
CNH Industrial Capital LLC, 6.25%, 11/1/2016		895,000		946,463
Joy Global, Inc., 5.125%, 10/15/2021		110,000		120,307
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.5, 8.875%, 8/1/2020		985,000		1,066,263
Waterjet Holdings, Inc.5, 7.625%, 2/1/2020		870,000		909,150
				5,284,871
Road & Rail - 0.1%
Union Pacific Corp., 5.65%, 5/1/2017		815,000		894,520
Union Pacific Corp., 7.875%, 1/15/2019		495,000		603,860
				1,498,380
Trading Companies & Distributors - 0.8%
Air Lease Corp., 3.375%, 1/15/2019		1,850,000		1,873,125
Aircastle Ltd., 4.625%, 12/15/2018		905,000		918,575
Aviation Capital Group Corp.5, 3.875%, 9/27/2016		3,100,000		3,184,531
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		1,045,000		1,076,350
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		1,100,000		1,094,500
International Lease Finance Corp., 8.625%, 9/15/2015		555,000		582,750
International Lease Finance Corp., 5.75%, 5/15/2016		970,000		1,011,225
International Lease Finance Corp.6, 2.184%, 6/15/2016		1,525,000		1,519,281
International Lease Finance Corp., 8.75%, 3/15/2017		1,490,000		1,676,250
				12,936,587
Total Industrials				35,076,111
Information Technology - 0.7%
Internet Software & Services - 0.1%
Tencent Holdings Ltd. (China)5, 3.375%, 5/2/2019		1,645,000		1,672,606
IT Services - 0.1%
Xerox Corp., 2.80%, 5/15/2020		1,500,000		1,482,282
Semiconductors & Semiconductor Equipment - 0.1%
Xilinx, Inc., 3.00%, 3/15/2021		2,170,000		2,179,346
Technology Hardware, Storage & Peripherals - 0.4%
Apple, Inc., 2.40%, 5/3/2023		645,000		622,295
EMC Corp., 2.65%, 6/1/2020		2,845,000		2,804,487
Hewlett-Packard Co., 5.50%, 3/1/2018		815,000		908,766
Hewlett-Packard Co.6, 1.17%, 1/14/2019		2,765,000		2,754,897
				7,090,445
Total Information Technology				12,424,679
Materials - 1.2%
Chemicals - 0.3%
Consolidated Energy Finance S.A. (Luxembourg)5, 6.75%, 10/15/2019		1,055,000		1,076,100
The Dow Chemical Co., 8.55%, 5/15/2019		2,305,000		2,903,124
Lyondellbasell Industries N.V., 5.00%, 4/15/2019		500,000		551,189

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

50

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT4/ SHARES		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Chemicals (continued)
The Mosaic Co., 4.25%, 11/15/2023		680,000	$	713,273
				5,243,686
Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)5,6, 3.234%, 12/15/2019		1,065,000		1,041,037
PaperWorks Industries, Inc.5, 9.50%, 8/15/2019		710,000		725,975
				1,767,012
Metals & Mining - 0.6%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		895,000		1,105,325
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		1,275,000		1,512,302
Freeport-McMoRan Oil & Gas LLC - FCX Oil & Gas, Inc., 6.125%, 6/15/2019		1,086,000		1,187,813
Freeport-McMoRan Oil & Gas LLC - FCX Oil & Gas, Inc., 6.50%, 11/15/2020		1,771,000		1,933,932
Freeport-McMoRan, Inc., 3.10%, 3/15/2020		110,000		109,628
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		1,585,000		1,651,310
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.5, 7.375%, 2/1/2020		985,000		1,029,325
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,260,000		1,248,432
				9,778,067
Paper & Forest Products - 0.2%
Domtar Corp., 4.40%, 4/1/2022		1,425,000		1,456,622
International Paper Co., 7.50%, 8/15/2021		1,410,000		1,764,021
				3,220,643
Total Materials				20,009,408
Telecommunication Services - 0.8%
Diversified Telecommunication Services - 0.2%
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,300,000		2,564,679
Wireless Telecommunication Services - 0.6%
Altice Financing S.A. (Luxembourg)5, 6.50%, 1/15/2022		995,000		1,022,363
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		1,890,000		2,083,441
CPI International, Inc., 8.75%, 2/15/2018		695,000		721,063
Crown Castle Towers LLC5, 6.113%, 1/15/2020		1,040,000		1,201,580
Crown Castle Towers LLC5, 4.883%, 8/15/2020		333,000		367,496
SBA Tower Trust5, 5.101%, 4/17/2017		575,000		609,674
SBA Tower Trust5, 2.933%, 12/15/2017		1,680,000		1,702,430
SBA Tower Trust5, 3.598%, 4/15/2018		1,500,000		1,509,681
UPCB Finance VI Ltd. (Netherlands)5, 6.875%, 1/15/2022		950,000		1,037,875
				10,255,603
Total Telecommunication Services				12,820,282
Utilities - 0.2%
Independent Power and Renewable Electricity Producers - 0.2%
AES Corp.6, 3.234%, 6/1/2019		1,130,000		1,123,996
ContourGlobal Power Holdings S.A. (France)5, 7.125%, 6/1/2019		1,075,000		1,077,687
NRG Energy, Inc., 6.25%, 7/15/2022		1,000,000		1,045,000
RJS Power Holdings LLC5, 5.125%, 7/15/2019		720,000		716,400
Total Utilities				3,963,083
Total Non-Convertible Corporate Bonds
(Identified Cost $374,631,706)				384,349,721
TOTAL CORPORATE BONDS
(Identified Cost $377,088,331)				386,787,346
MUTUAL FUNDS - 0.5%
Direxion Daily 20 Year Plus Treasury Bear 3x Shares*		43,480		1,695,285
ProShares Short 20+ Year Treasury*		220,606		5,936,508
TOTAL MUTUAL FUNDS
(Identified Cost $8,526,303)				7,631,793
U.S. TREASURY SECURITIES - 3.5%
U.S. Treasury Notes - 3.5%
U.S. Treasury Note, 0.875%, 5/15/2017		35,000,000		35,103,915
U.S. Treasury Note, 0.875%, 6/15/2017		25,000,000		25,056,650
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $60,154,685)				60,160,565

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

51

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
ASSET-BACKED SECURITIES - 0.5%
Alterna Funding I LLC, Series 2014-1A, Class NOTE5, 1.639%, 2/15/2021		1,440,247	$	1,442,047
AmeriCredit Automobile Receivables Trust, Series 2012-5, Class A3, 0.62%, 6/8/2017		560,299		560,455
Enterprise Fleet Financing LLC, Series 2014-2, Class A25, 1.05%, 3/20/2020		1,800,000		1,802,648
FDIC Trust, Series 2011-R1, Class A5, 2.672%, 7/25/2026		897,072		920,145
Ford Credit Auto Owner Trust, Series 2012-D, Class A3, 0.51%, 4/15/2017		355,321		355,329
Hertz Vehicle Financing LLC, Series 2009-2A, Class A25, 5.29%, 3/25/2016		279,167		281,952
Hertz Vehicle Financing LLC, Series 2010-1A, Class A25, 3.74%, 2/25/2017		690,000		711,838
SpringCastle America Funding LLC, Series 2014-AA, Class A5, 2.70%, 5/25/2023		2,500,000		2,501,930
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $8,521,538)				8,576,344
COMMERCIAL MORTGAGE-BACKED SECURITIES - 4.1%
Americold LLC Trust, Series 2010-ARTA, Class A15, 3.847%, 1/14/2029		282,835		296,629
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A46, 5.918%, 5/10/2045		1,005,000		1,056,262
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		1,052,214		1,111,456
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		875,340		893,140
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A46, 5.891%, 9/11/2038		751,416		795,918
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		1,101,507		1,168,261
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM6, 5.568%, 10/12/2041		1,600,000		1,712,366
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A25, 3.759%, 4/15/2044		514,472		532,106
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A46, 5.40%, 7/15/2044		1,005,950		1,028,798
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A15, 3.156%, 7/10/2046		364,194		369,253
Commercial Mortgage Trust, Series 2006-GG7, Class A46, 6.014%, 7/10/2038		579,457		613,569
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A15,6, 2.50%, 5/25/2043		1,986,893		1,890,651
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A15,6, 2.13%, 2/25/2043		1,798,951		1,675,666
DB-UBS Mortgage Trust, Series 2011-LC1A, Class A15, 3.742%, 11/10/2046		497,907		512,965
Extended Stay America Trust, Series 2013-ESH7, Class A275, 2.958%, 12/5/2031		1,875,000		1,903,095
Fannie Mae Interest Strip, Series 402, Class 3 (IO), 4.00%, 11/25/2039		7,718,580		1,487,252
Fannie Mae Interest Strip, Series 406, Class 7 (IO), 4.50%, 1/25/2041		7,049,748		1,436,925
Fannie Mae Interest Strip, Series 409, Class C15 (IO), 4.00%, 11/25/2039		6,444,764		1,263,861
Fannie Mae Interest Strip, Series 413, Class C32 (IO), 4.00%, 1/25/2039		7,909,429		1,530,886
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,462,045		1,465,120
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)6, 1.634%, 8/25/2020		19,237,263		1,223,644
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)6, 1.419%, 4/25/2021		8,923,561		596,040
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)6, 1.722%, 10/25/2021		5,896,748		515,617
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)6, 1.582%, 12/25/2021		9,092,720		732,019
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)6, 1.64%, 6/25/2022		12,791,985		1,160,425
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)6, 0.337%, 4/25/2023		65,809,570		1,050,584
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)6, 0.237%, 5/25/2023		41,895,473		389,376
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)6, 1.723%, 10/25/2018		8,962,909		490,683
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,705,000		1,700,425
Freddie Mac REMICS, Series 4125, Class SH (IO)6, 5.995%, 11/15/2042		11,857,315		2,437,581
Freddie Mac REMICS, Series 4132, Class IO (IO), 4.50%, 11/15/2042		2,009,349		404,619

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

52

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
FREMF Mortgage Trust, Series 2011-K701, Class B5,6, 4.436%, 7/25/2048			750,000	$	789,194
FREMF Mortgage Trust, Series 2011-K702, Class B5,6, 4.936%, 4/25/2044			885,000		947,416
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)5, 0.10%, 6/25/2046			165,423,473		1,059,703
FREMF Mortgage Trust, Series 2013-K502, Class B5,6, 2.841%, 3/25/2045			2,135,000		2,159,700
FREMF Mortgage Trust, Series 2013-K712, Class B5,6, 3.484%, 5/25/2045			885,000		892,351
FREMF Mortgage Trust, Series 2014-K716, Class B5,6, 4.086%, 8/25/2047			1,285,000		1,315,366
Ginnie Mae, Series 2009-121, Class QI (IO), 4.50%, 12/20/2039			3,571,874		775,382
Ginnie Mae, Series 2012-50, Class IO (IO), 4.00%, 4/20/2042			2,786,735		441,254
GS Mortgage Securities Corp. II, Series 2010-C2, Class A15, 3.849%, 12/10/2043			965,280		1,001,083
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A46, 5.419%, 1/12/2043			1,750,000		1,805,582
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM6, 5.46%, 1/12/2043			495,000		512,159
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A46, 5.404%, 12/15/2044			475,000		487,866
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A46, 6.057%, 4/15/2045			1,670,000		1,760,272
JP Morgan Mortgage Trust, Series 2013-1, Class 1A25,6, 3.00%, 3/25/2043			1,513,255		1,498,359
JP Morgan Mortgage Trust, Series 2013-2, Class A25,6, 3.50%, 5/25/2043			1,736,764		1,760,688
JP Morgan Mortgage Trust, Series 2014-2, Class 1A15,6, 3.00%, 6/25/2029			1,982,453		2,032,349
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A6, 5.23%, 9/15/2042			311,128		317,795
Morgan Stanley Capital I Trust, Series 2011-C1, Class A25, 3.884%, 9/15/2047			800,000		821,586
Motel 6 Trust, Series 2012-MTL6, Class A25, 1.948%, 10/5/2025			1,170,000		1,168,848
OBP Depositor LLC Trust, Series 2010-OBP, Class A5, 4.646%, 7/15/2045			115,000		127,619
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)5,6, 1.455%, 12/15/2028			886,293		886,892
SCG Trust, Series 2013-SRP1, Class AJ5,6, 2.105%, 11/15/2026			3,550,000		3,560,856
Sequoia Mortgage Trust, Series 2013-2, Class A16, 1.874%, 2/25/2043			1,476,455		1,321,888
Sequoia Mortgage Trust, Series 2013-7, Class A26, 3.00%, 6/25/2043			1,256,337		1,230,621
Sequoia Mortgage Trust, Series 2013-8, Class A16, 3.00%, 6/25/2043			1,690,359		1,659,652
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX5, 4.004%, 9/13/2028			350,000		376,080
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A46, 5.417%, 10/15/2044			507,359		520,283
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM6, 5.494%, 12/15/2044			1,150,000		1,194,367
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A36, 6.011%, 6/15/2045			850,000		903,142
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A25, 4.393%, 11/15/2043			545,000		593,718
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A25, 3.791%, 2/15/2044			940,000		965,699
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045			1,950,000		1,972,211
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $71,845,157)					70,305,173
FOREIGN GOVERNMENT BONDS - 1.4%
Bonos de la Tesoreria de la Republicaen pesos (Chile), 6.00%, 1/1/2018	CLP		790,000,000		1,496,285
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2019	BRL		1,250,000		485,222
Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019			800,000		1,028,000
Canada Housing Trust No. 1 (Canada)5, 4.10%, 12/15/2018	CAD		390,000		379,044
Canadian Government Bond (Canada), 1.50%, 9/1/2017	CAD		1,600,000		1,432,668
Indonesia Treasury Bond (Indonesia), 7.875%, 4/15/2019	IDR		12,000,000,000		993,959
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR		300,000		465,234
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR		630,000		987,960
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR		760,000		1,192,834

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

53

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
FOREIGN GOVERNMENT BONDS (continued)
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY		101,000,000	$	904,193
Korea Treasury Bond (South Korea), 4.50%, 3/10/2015	KRW		950,000,000		896,379
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW		470,000,000		444,195
Malaysia Government Bond (Malaysia), 3.172%, 7/15/2016	MYR		4,335,000		1,311,126
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR		3,205,000		987,738
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN		26,195,000		2,046,065
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN		6,000,000		476,583
Mexican Government Bond (Mexico), 5.00%, 6/15/2017	MXN		9,500,000		721,869
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		9,900,000		832,831
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		4,000,000		312,259
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		6,500,000		505,278
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		1,250,000		103,474
Russian Foreign Bond - Eurobond (Russia)5, 5.00%, 4/29/2020			700,000		721,084
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		855,000		700,858
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR		325,000		455,200
Spain Government Bond (Spain), 4.00%, 4/30/2020	EUR		515,000		742,189
Spain Government Bond (Spain)5, 5.40%, 1/31/2023	EUR		760,000		1,217,634
United Kingdom Gilt (United Kingdom), 2.00%, 1/22/2016	GBP		800,000		1,301,933
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP		380,000		607,543
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP		475,000		855,915
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $24,792,688)					24,605,552
MUNICIPAL BONDS - 0.1%
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2022			600,000		525,540
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2023			2,000,000		1,729,080
TOTAL MUNICIPAL BONDS
(Identified Cost $2,375,417)					2,254,620
U.S. GOVERNMENT AGENCIES - 12.2%
Mortgage-Backed Securities - 5.6%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			1,097,394		1,199,841
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			81,275		88,874
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			106,275		116,765
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			754,178		828,280
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			134,522		147,862
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			1,297,070		1,424,734
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			79,782		87,922
Fannie Mae, Pool #AO6562, 3.00%, 6/1/2027			237,245		246,796
Fannie Mae, Pool #AP0000, 3.50%, 7/1/2027			532,275		563,458
Fannie Mae, Pool #AB7722, 3.50%, 1/1/2028			364,126		385,113
Fannie Mae, Pool #AR5986, 3.00%, 2/1/2028			138,764		144,591
Fannie Mae, Pool #AB8457, 3.50%, 2/1/2028			643,763		680,868
Fannie Mae, Pool #AR6002, 3.00%, 3/1/2028			230,563		240,033
Fannie Mae, Pool #AR8950, 3.00%, 3/1/2028			332,159		345,344
Fannie Mae, Pool #MA1423, 3.50%, 4/1/2028			146,636		155,087
Fannie Mae, Pool #AT8059, 2.50%, 7/1/2028			1,327,541		1,352,986
Fannie Mae, Pool #AU1270, 2.50%, 7/1/2028			748,383		762,726
Fannie Mae, Pool #AU1783, 2.50%, 8/1/2028			840,575		856,687
Fannie Mae, Pool #AS0945, 2.50%, 11/1/2028			1,036,779		1,056,652
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			1,447,439		1,580,008
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034			1,267,339		1,383,548
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			1,674,164		1,872,399
Fannie Mae, Pool #888021, 6.00%, 12/1/2036			257,638		291,712
Fannie Mae, Pool #909786, 5.50%, 3/1/2037			438,368		489,007
Fannie Mae, Pool #256673, 5.50%, 4/1/2037			1,865,975		2,084,364
Fannie Mae, Pool #995050, 6.00%, 9/1/2037			557,097		631,815
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037			1,924,441		2,185,686
Fannie Mae, Pool #933731, 5.50%, 4/1/2038			1,079,760		1,204,492

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

54

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		1,160,590	$	1,313,657
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		1,226,366		1,368,033
Fannie Mae, Pool #889579, 6.00%, 5/1/2038		1,135,108		1,284,028
Fannie Mae, Pool #889575, 6.00%, 6/1/2038		724,493		819,258
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		3,263,192		3,694,667
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038		858,443		970,356
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		436,947		494,338
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		139,808		158,396
Fannie Mae, Pool #890294, 5.50%, 1/1/2039		2,665,582		2,973,544
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		1,230,889		1,373,079
Fannie Mae, Pool #AD0258, 5.50%, 3/1/2039		702,688		784,315
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		1,669,262		1,814,136
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		382,685		426,892
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		2,486,061		2,700,983
Fannie Mae, Pool #890326, 5.50%, 1/1/2040		3,052,610		3,405,241
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		2,086,815		2,358,868
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		1,533,314		1,733,208
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		2,706,365		3,059,187
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		1,578,634		1,787,389
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		3,855,293		4,365,849
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,571,149		1,708,410
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		673,671		731,750
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		506,215		549,774
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,643,000		1,785,569
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		397,999		431,964
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		1,343,464		1,351,917
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		318,217		320,220
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		735,602		739,772
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		671,409		672,721
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		427,119		455,503
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		129,816		142,742
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		95,087		104,336
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		72,477		80,103
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		130,073		143,697
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		56,917		62,138
Freddie Mac, Pool #J22427, 3.00%, 2/1/2028		263,366		273,395
Freddie Mac, Pool #G14708, 3.50%, 2/1/2028		372,936		394,412
Freddie Mac, Pool #C91754, 4.50%, 2/1/2034		1,507,607		1,644,313
Freddie Mac, Pool #C91762, 4.50%, 4/1/2034		1,926,518		2,097,079
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		155,550		175,534
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		338,093		376,750
Freddie Mac, Pool #G03781, 6.00%, 1/1/2038		702,316		792,545
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		824,402		930,428
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		1,466,288		1,636,269
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		782,534		873,535
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		928,800		1,037,441
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		1,125,454		1,254,336
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		2,567,507		2,859,555
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		599,518		669,185
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		1,095,630		1,223,054
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		2,479,896		2,686,457
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		436,636		487,052
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		419,019		467,729
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		631,798		712,967
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		389,636		440,447
Freddie Mac, Pool #G07589, 5.50%, 6/1/2041		1,271,967		1,418,889

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

55

Investment Portfolio - October 31, 2014

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL            AMOUNT4/            SHARES/           CONTRACTS		VALUE   (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		1,382,661	$	1,332,492
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		1,724,747		1,662,146
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		713,667		718,601
Ginnie Mae, Pool #263096, 9.50%, 3/15/2020		1,150		1,161
Total Mortgage-Backed Securities
(Identified Cost $92,142,445)				94,739,462
Other Agencies - 6.6%
Fannie Mae, 1.375%, 11/15/2016		6,000,000		6,090,516
Fannie Mae, 0.875%, 8/28/2017		45,000,000		44,889,570
Fannie Mae, 1.625%, 11/27/2018		15,400,000		15,470,440
Federal Home Loan Banks, Series 1, 0.875%, 5/24/2017		15,000,000		14,988,570
Freddie Mac, 1.25%, 5/12/2017		19,000,000		19,180,272
Freddie Mac, 3.75%, 3/27/2019		11,000,000		11,987,217
Total Other Agencies
(Identified Cost $112,280,162)				112,606,585
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $204,422,607)				207,346,047
U.S. GOVERNMENT SECURITIES - 3.7%
U.S. Treasury Bills - 3.7%
U.S. Treasury Bill8,9, 0.09%, 7/23/2015
(Identified Cost $62,585,411)		62,625,000		62,588,552
SHORT-TERM INVESTMENT - 2.4%
Dreyfus Cash Management, Inc. - Institutional Shares10, 0.03%,
(Identified Cost $40,993,499)		40,993,499		40,993,499
TOTAL INVESTMENTS - 98.8%
(Identified Cost $1,593,361,549)				1,685,608,547
OTHER ASSETS, LESS LIABILITIES - 1.2%				20,348,448
NET ASSETS - 100%			$	1,705,956,995
CALL OPTIONS WRITTEN - 0.0%##
Twenty-First Century Fox, Inc. - Class A, Strike $33.00, Expiring November 22, 2014,
(Premiums Received $317,426)		2,968	$	(596,568	)
PUT OPTIONS WRITTEN - 0.0%##
Amazon.com, Inc., Strike $260.00, Expiring November 22, 2014,		277		(7,756	)
Facebook, Inc. - Class A, Strike $66.00, Expiring November 22, 2014,		948		(13,272	)
Google, Inc. - Class A, Strike $490.00, Expiring November 22, 2014,		114		(2,052	)
Google, Inc. - Class C, Strike $490.00, Expiring November 22, 2014,		117		(2,574	)
Time Warner, Inc., Strike $74.00, Expiring November 7, 2014,		514		(1,542	)
TOTAL PUT OPTIONS WRITTEN
(Premiums Received $144,118)				(27,196	)

FUTURES CONTRACTS: LONG POSITIONS OPEN AT OCTOBER 31, 2014:
CONTRACTS PURCHASED	ISSUE	EXCHANGE	EXPIRATION		NOTIONAL VALUE4		UNREALIZED APPRECIATION (DEPRECIATION)
4,102	U.S. Treasury Notes (2 Year)	CBOT		December 2014		900,645,375	$	2,392,349
455	U.S. Treasury Notes (5 Year)	CBOT		December 2014		54,340,508		(81,007	)
94	U.S. Ultra Treasury Bonds	CBOT		December 2014		14,740,375		134,593
1,194	Euro Dollar Futures	CME		June 2015		297,335,850		131,843
Total								2,577,778

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

56

Investment Portfolio - October 31, 2014

FUTURES CONTRACTS: SHORT POSITIONS OPEN AT OCTOBER 31, 2014:
CONTRACTS SOLD	ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE4		UNREALIZED DEPRECIATION
404	U.S. Treasury Bonds (30 Year)	CBOT	December 2014		57,001,875	$	(710,695	)
470	U.S. Treasury Notes (10 Year)	CBOT	December 2014		59,388,906		(215,588	)
163	Euro Dollar Futures	CME	June 2016		40,210,063		(96,616	)
355	Euro Dollar Futures	CME	September 2016		87,347,750		(218,482	)
330	Euro Dollar Futures	CME	December 2016		80,990,250		(200,599	)
306	Euro Dollar Futures	CME	March 2017		74,939,400		(179,191	)
357	Euro Dollar Futures	CME	June 2017		87,255,263		(201,835	)
332	Euro Dollar Futures	CME	September 2017		81,012,150		(181,027	)
333	Euro Dollar Futures	CME	December 2017		81,131,287		(177,239	)
333	Euro Dollar Futures	CME	March 2018		81,035,550		(187,042	)
169	Euro Dollar Futures	CME	June 2018		41,083,900		(47,255	)
Total							(2,415,569	)

ADR - American Depositary Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CBOT - Chicago Board of Trade

CLP - Chilean Peso

CME - Chicago Mercantile Exchange

EUR - Euro

GBP - British Pound

IDR - Indonesian Rupiah

IO - Interest only

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

SGD - Singapore Dollar

*Non-income producing security.

##Less than 0.1%.

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

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

³The rate shown is a fixed rate as of October 31, 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 $114,463,309 or 6.7%, of the Series’ net assets as of October 31, 2014 (see Note 2 to the financial statements).

⁶The coupon rate is floating and is the effective rate as of October 31, 2014.

⁷Represents a Payment-In-Kind bond.

⁸All or a portion of security has been pledged in connection with outstanding futures contracts.

⁹Represents the annualized yield at time of purchase.

¹⁰Rate shown is the current yield as of October 31, 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.

57

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

October 31, 2014

ASSETS:
Investments, at value (identified cost $1,593,361,549) (Note 2)	$	1,685,608,547
Cash		69,918
Deposits at broker for futures contracts		22,910,822
Interest receivable		7,018,260
Receivable for fund shares sold		1,838,234
Receivable for securities sold		686,777
Variation margin receivable on futures contracts		153,566
Dividends receivable		487,976
Foreign tax reclaims receivable		296,419
TOTAL ASSETS		1,719,070,519
LIABILITIES:
Options written, at value (premiums received $461,544) (Note 2)		623,764
Accrued foreign capital gains tax (Note 2)		1,363
Accrued management fees (Note 3)		1,072,886
Accrued shareholder services fees (Class S) (Note 3)		165,168
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		144,618
Accrued fund accounting and administration fees (Note 3)		85,367
Accrued transfer agent fees (Note 3)		33,459
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for fund shares repurchased		6,629,180
Payable for securities purchased		4,220,974
Other payables and accrued expenses		136,338
TOTAL LIABILITIES		13,113,524
TOTAL NET ASSETS	$	1,705,956,995
NET ASSETS CONSIST OF:
Capital stock	$	1,344,744
Additional paid-in-capital		1,473,921,959
Undistributed net investment income		7,668,172
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		130,809,863
Net unrealized appreciation on investments (net of foreign capital gains tax of $1,363), foreign currency and translation of other assets and liabilities		92,212,257
TOTAL NET ASSETS	$	1,705,956,995

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

58

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

October 31, 2014

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($788,275,724/ 54,242,429 shares)	$	14.53
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($719,847,430/ 63,143,108 shares)	$	11.40
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($150,654,060/ 13,114,294 shares)	$	11.49
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($47,179,781/ 3,974,565 shares)	$	11.87

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

59

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

For the Year Ended October 31, 2014

INVESTMENT INCOME:
Interest	$	23,999,780
Dividends (net of foreign taxes withheld, $529,862)		12,395,903
Total Investment Income		36,395,683
EXPENSES:
Management fees (Note 3)		12,547,451
Shareholder services fees (Class S) (Note 3)		2,013,772
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		1,341,025
Fund accounting and administration fees (Note 3)		303,797
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		255,203
Transfer agent fees (Note 3)		186,394
Directors’ fees (Note 3)		34,574
Chief Compliance Officer service fees (Note 3)		3,161
Custodian fees		124,799
Miscellaneous		325,053
Total Expenses		17,135,229
NET INVESTMENT INCOME		19,260,454
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		134,045,497
Futures contracts		(1,662,426	)
Options written		(493,887	)
Foreign currency and translation of other assets and liabilities		143,970
		132,033,154
Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $1,077)		(63,894,758	)
Futures contracts		162,209
Options written		(162,220	)
Foreign currency and translation of other assets and liabilities		(56,901	)
		(63,951,670	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		68,081,484
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	87,341,938

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

60

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

	FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	19,260,454		$	15,473,006
Net realized gain on investments and foreign currency		132,033,154			75,898,714
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(63,951,670	)		85,698,702
Net increase from operations		87,341,938			177,070,422
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(6,823,288	)		(6,825,953	)
From net investment income (Class I)		(9,033,853	)		(7,658,402	)
From net investment income (Class C)		(574,092	)		(496,170	)
From net investment income (Class R)		(423,877	)		(402,573	)
From net realized gain on investments (Class S)		(34,149,792	)		(17,081,557	)
From net realized gain on investments (Class I)		(33,270,484	)		(14,914,359	)
From net realized gain on investments (Class C)		(6,238,941	)		(2,510,618	)
From net realized gain on investments (Class R)		(2,485,190	)		(1,165,220	)
Total distributions to shareholders		(92,999,517	)		(51,054,852	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		140,904,867			119,728,977
Net increase in net assets		135,247,288			245,744,547
NET ASSETS:
Beginning of year		1,570,709,707			1,324,965,160
End of year (including undistributed net investment income of $7,668,172 and $5,302,846, respectively)	$	1,705,956,995		$	1,570,709,707

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

61

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

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	14.52		$	13.28		$	12.92		$	12.94		$	11.61
Income from investment operations:
Net investment income1		0.16			0.14			0.17			0.22			0.19
Net realized and unrealized gain on investments		0.59			1.55			0.77			0.14			1.28
Total from investment operations		0.75			1.69			0.94			0.36			1.47
Less distributions to shareholders:
From net investment income		(0.12	)		(0.13	)		(0.20	)		(0.19	)		(0.14	)
From net realized gain on investments		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—
Total distributions to shareholders		(0.74	)		(0.45	)		(0.58	)		(0.38	)		(0.14	)
Net asset value - End of year	$	14.53		$	14.52		$	13.28		$	12.92		$	12.94
Net assets - End of year (000’s omitted)	$	788,276		$	793,812		$	707,222		$	682,409		$	633,304
Total return2		5.47	%		13.07	%		7.73	%		2.78	%		12.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.06	%		1.06	%		1.07	%		1.07	%		1.09	%
Net investment income		1.12	%		1.04	%		1.34	%		1.68	%		1.60	%
Series portfolio turnover		53	%		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	%3

¹Calculated based on average shares outstanding during the years.

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

³Less than 0.01%.

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

62

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

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.56		$	10.67		$	10.50		$	10.60		$	9.54
Income from investment operations:
Net investment income1		0.16			0.14			0.16			0.20			0.18
Net realized and unrealized gain on investments		0.46			1.23			0.62			0.11			1.06
Total from investment operations		0.62			1.37			0.78			0.31			1.24
Less distributions to shareholders:
From net investment income		(0.16	)		(0.16	)		(0.23	)		(0.22	)		(0.18	)
From net realized gain on investments		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—
Total distributions to shareholders		(0.78	)		(0.48	)		(0.61	)		(0.41	)		(0.18	)
Net asset value - End of year	$	11.40		$	11.56		$	10.67		$	10.50		$	10.60
Net assets - End of year (000’s omitted)	$	719,847		$	614,016		$	496,286		$	352,611		$	294,000
Total return2		5.73	%		13.34	%		8.06	%		2.93	%		13.13	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.81	%		0.81	%		0.82	%		0.82	%		0.84	%
Net investment income		1.37	%		1.28	%		1.57	%		1.93	%		1.85	%
Series portfolio turnover		53	%		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	%3

¹Calculated based on average shares outstanding during the years.

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

³Less than 0.01%.

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

63

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

	FOR THE YEARS ENDED												FOR THE PERIOD 1/4/101 TO 10/31/10
	10/31/14			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		0.04			0.03			0.06			0.10			0.07
Net realized and unrealized gain on investments		0.47			1.25			0.62			0.11			0.67
Total from investment operations		0.51			1.28			0.68			0.21			0.74
Less distributions to shareholders:
From net investment income		(0.05	)		(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		(0.67	)		(0.38	)		(0.51	)		(0.32	)		(0.05	)
Net asset value - End of period	$	11.49		$	11.65		$	10.75		$	10.58		$	10.69
Net assets - End of period (000’s omitted)	$	150,654		$	112,601		$	81,457		$	58,316		$	32,019
Total return3		4.69	%		12.27	%		6.94	%		1.97	%		7.41	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.81	%		1.81	%		1.82	%		1.82	%		1.84	%4
Net investment income		0.37	%		0.29	%		0.57	%		0.92	%		0.85	%4
Series portfolio turnover		53	%		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 periods.

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

64

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

	FOR THE YEARS ENDED												FOR THE PERIOD 6/30/101 TO 10/31/10
	10/31/14			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		0.10			0.09			0.11			0.11			0.02
Net realized and unrealized gain on investments		0.49			1.28			0.65			0.16			0.97
Total from investment operations		0.59			1.37			0.76			0.27			0.99
Less distributions to shareholders:
From net investment income		(0.10	)		(0.11	)		(0.20	)		(0.19	)		—
From net realized gain on investments		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—
Total distributions to shareholders		(0.72	)		(0.43	)		(0.58	)		(0.38	)		—
Net asset value - End of period	$	11.87		$	12.00		$	11.06		$	10.88		$	10.99	��
Net assets - End of period (000’s omitted)	$	47,180		$	50,280		$	39,999		$	18,554		$	237
Total return3		5.24	%		12.77	%		7.48	%		2.50	%		9.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.31	%		1.31	%		1.33	%		1.32	%		1.34	%4
Net investment income		0.87	%		0.80	%		1.04	%		1.05	%		0.65	%4
Series portfolio turnover		53	%		52	%		47	%		52	%		56	%

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.

65

Performance Update - Pro-Blend^® Extended Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class S3		7.08	%		10.14	%		7.48	%		8.85	%
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class I3,4		7.32	%		10.40	%		7.65	%		8.94	%
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class C3,5		6.28	%		9.35	%		6.71	%		8.11	%
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class R3,5		6.81	%		9.85	%		7.22	%		8.63	%
Barclays U.S. Aggregate Bond Index6		4.14	%		4.22	%		4.64	%		5.69	%
40/15/45 Blended Index7		8.23	%		9.80	%		6.88	%		7.52	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S for the ten years ended October 31, 2014 to the Barclays U.S. Aggregate Bond Index and the 40/15/45 Blended Index.

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

²Performance numbers for the Series are calculated from October 12, 1993, the Class S inception date. The Barclays U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Indices are calculated from October 31, 1993.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 1.06% for Class S, 0.81% for Class I, 1.81% for Class C and 1.31% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.06% for Class S, 0.81% for Class I, 1.81% for Class C and 1.31% for Class R for the year ended October 31, 2014.

⁴For the periods through the inception of Class I on March 28, 2008, performance is based on the hypothetical performance of Class S shares. Because Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁵For periods through the inception of Class C on January 4, 2010, and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S adjusted for expense differences.

⁶The Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

66

Performance Update - Pro-Blend^® Extended Term Series

(unaudited)

⁷The 40/15/45 Blended Index is 40% Russell 3000^® Index (Russell 3000), 15% MSCI ACWI ex USA Index (ACWIxUS), and 45% Barclays U.S. Aggregate Bond Index (BAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends, thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value-weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices.

67

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 (May 1, 2014 to October 31, 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                   5/1/14	ENDING  ACCOUNT VALUE                    10/31/14	EXPENSES PAID  DURING PERIOD                   5/1/14-10/31/14*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,011.50	$5.37	1.06%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.86	$5.40	1.06%
Class I
Actual	$1,000.00	$1,012.20	$4.11	0.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.12	$4.13	0.81%
Class C
Actual	$1,000.00	$1,007.60	$9.16	1.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.08	$9.20	1.81%
Class R
Actual	$1,000.00	$1,010.50	$6.64	1.31%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.60	$6.67	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 184/365 to reflect the one-half year period. Expenses are based on the most recent fiscal year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which are based on one-year data.

68

Portfolio Composition - Pro-Blend^® Extended Term Series

As of October 31, 2014 (unaudited)

Sector Allocation3
Consumer Discretionary	18.5%
Financials	14.8%
Information Technology	11.0%
Energy	9.1%
Health Care	7.5%
Consumer Staples	7.0%
Industrials	6.0%
Materials	5.6%
Telecommunication Services	0.9%
Utilities	0.2%
3Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings4
Cerner Corp.	2.3%
EMC Corp.	2.2%
Twenty-First Century Fox, Inc. - Class A	2.0%
Monsanto Co.	1.9%
Hess Corp.	1.7%
General Electric Co.	1.6%
Juniper Networks, Inc.	1.6%
AMC Networks, Inc. - Class A	1.5%
Viacom, Inc. - Class B	1.2%
Catamaran Corp.	1.2%
4As a percentage of total investments.

69

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 62.7%
Consumer Discretionary - 16.3%
Auto Components - 0.1%
F.C.C. Co. Ltd. (Japan)1		20,000	$	340,377
Halla Holdings Corp. (South Korea)1		2,004		132,512
Hankook Tire Co. Ltd. (South Korea)1		13,890		715,666
Mando Corp. (South Korea)*1		2,186		412,152
Musashi Seimitsu Industry Co. Ltd. (Japan)1		12,300		241,471
Nissin Kogyo Co. Ltd. (Japan)1		16,600		256,559
				2,098,737
Automobiles - 0.0%##
Hyundai Motor Co. (South Korea)1		2,130		337,992
Toyota Motor Corp. (Japan)1		3,400		204,602
				542,594
Diversified Consumer Services - 0.8%
Apollo Education Group, Inc.*		413,205		11,842,455
Kroton Educacional S.A. (Brazil)		191,934		1,367,914
				13,210,369
Hotels, Restaurants & Leisure - 0.7%
Accor S.A. (France)1		26,610		1,117,946
Arcos Dorados Holdings, Inc. - Class A (Argentina)		37,320		229,891
Darden Restaurants, Inc.		19,080		987,962
Hyatt Hotels Corp. - Class A*		10,360		613,519
Whistler Blackcomb Holdings, Inc. (Canada)		11,010		185,901
Whitbread plc (United Kingdom)1		14,430		1,008,667
Yum! Brands, Inc.		107,730		7,738,246
				11,882,132
Household Durables - 1.2%
DR Horton, Inc.		246,920		5,627,307
Lennar Corp. - Class A		145,393		6,263,530
LG Electronics, Inc. (South Korea)1		12,430		759,121
Nikon Corp. (Japan)1		40,000		548,067
PulteGroup, Inc.		29,310		562,459
Toll Brothers, Inc.*		182,221		5,821,961
TRI Pointe Homes, Inc.*		21,640		296,252
WCI Communities, Inc.*		8,200		153,832
				20,032,529
Internet & Catalog Retail - 2.3%
Amazon.com, Inc.*		37,300		11,393,658
ASOS plc (United Kingdom)*1		22,310		951,309
Expedia, Inc.		12,360		1,050,229
Groupon, Inc.*		379,310		2,772,756
MakeMyTrip Ltd. (India)*		11,820		356,196
Ocado Group plc (United Kingdom)*1		34,980		139,339
The Priceline Group, Inc.*		11,000		13,268,310
Rakuten, Inc. (Japan)1		79,580		897,382
TripAdvisor, Inc.*		116,060		10,289,880
				41,119,059
Media - 9.6%
AMC Networks, Inc. - Class A*		418,646		25,390,880
British Sky Broadcasting Group plc (United Kingdom)1		51,190		725,474
Discovery Communications, Inc. - Class A*		43,830		1,549,391
Gannett Co., Inc.		502,170		15,818,355
Global Mediacom Tbk PT (Indonesia)1		1,326,570		215,303
ITV plc (United Kingdom)1		40,220		130,662
Lamar Advertising Co. - Class A		10,370		535,611
Liberty Global plc - Class A - ADR (United Kingdom)*		163,290		7,424,796
Liberty Global plc - Class C - ADR (United Kingdom)*		165,940		7,379,352
Mediaset Espana Comunicacion S.A. (Spain)*1		124,680		1,565,274
Modern Times Group AB - Class B (Sweden)1		4,650		143,759
Morningstar, Inc.		19,600		1,337,700
Nexstar Broadcasting Group, Inc. - Class A		142,346		6,422,652
ProSiebenSat.1 Media AG (Germany)1		3,310		133,711
Reed Elsevier plc - ADR (United Kingdom)		5,439		357,560
Sinclair Broadcast Group, Inc. - Class A		443,493		12,883,472
Societe Television Francaise 1 (France)1		37,649		561,291
Starz - Class A*		457,150		14,125,935
Time Warner, Inc.		69,990		5,562,105
Tribune Media Co. - Class A*		125,511		8,409,237
Twenty-First Century Fox, Inc. - Class A		1,035,750		35,712,660
Viacom, Inc. - Class B		279,350		20,303,158
World Wrestling Entertainment, Inc. - Class A		207,450		2,562,007
				169,250,345
Multiline Retail - 0.0%##
Marks & Spencer Group plc (United Kingdom)1		39,250		255,588
Specialty Retail - 0.5%
American Eagle Outfitters, Inc.		151,980		1,955,983
Belle International Holdings Ltd. (Hong Kong)1		935,000		1,189,811
China ZhengTong Auto Services Holdings Ltd. (China)1		739,500		418,928
Dick’s Sporting Goods, Inc.		48,710		2,209,973

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

70

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Specialty Retail (continued)
Groupe Fnac S.A. (France)*1		279	$	11,738
Hennes & Mauritz AB - Class B (Sweden)1		12,930		515,901
Kingfisher plc (United Kingdom)1		394,710		1,912,151
Komeri Co. Ltd. (Japan)1		20,000		449,591
Sa Sa International Holdings Ltd. (Hong Kong)1		914,000		631,904
				9,295,980
Textiles, Apparel & Luxury Goods - 1.1%
Adidas AG (Germany)1		5,280		384,732
Daphne International Holdings Ltd. (China)1		756,000		380,564
Gildan Activewear, Inc. (Canada)		26,280		1,567,076
Kering (France)1		2,230		430,356
lululemon athletica, Inc.*		383,957		15,991,809
				18,754,537
Total Consumer Discretionary				286,441,870
Consumer Staples - 6.3%
Beverages - 2.6%
AMBEV S.A. - ADR (Brazil)*		1,533,335		10,242,678
Anheuser-Busch InBev N.V. (Belgium)1		133,396		14,792,852
Carlsberg A/S - Class B (Denmark)1		10,540		929,614
Cia Cervecerias Unidas S.A. - ADR (Chile)		23,590		502,703
Diageo plc (United Kingdom)1		523,170		15,429,467
Monster Beverage Corp.*		13,460		1,357,845
Remy Cointreau S.A. (France)1		2,000		142,334
SABMiller plc (United Kingdom)1		10,930		618,231
Treasury Wine Estates Ltd. (Australia)1		190,140		776,337
Tsingtao Brewery Co. Ltd. - Class H (China)1		88,000		650,512
				45,442,573
Food & Staples Retailing - 0.5%
Carrefour S.A. (France)1		36,377		1,066,220
Casino Guichard-Perrachon S.A. (France)1		2,930		300,422
Dairy Farm International Holdings Ltd. (Hong Kong)1		50,400		483,840
Tesco plc (United Kingdom)1		2,008,940		5,576,773
Wal-Mart de Mexico S.A.B. de C.V. - Class V (Mexico)		215,000		498,613
				7,925,868
Food Products - 2.1%
Biostime International Holdings Ltd. (China)1		123,270		279,120
Charoen Pokphand Foods PCL (Thailand)1		1,284,130		1,232,576
Danone S.A. (France)1		15,640		1,068,720
Dean Foods Co.		101,950		1,499,685
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		188,350		553,878
Ingredion, Inc.		4,550		351,487
Keurig Green Mountain, Inc.		14,600		2,215,550
M Dias Branco S.A. (Brazil)		6,800		264,437
Nestle S.A. (Switzerland)1		226,420		16,604,316
Tiger Brands Ltd. (South Africa)1		12,820		385,867
Unilever plc - ADR (United Kingdom)		318,969		12,832,123
				37,287,759
Household Products - 0.3%
Energizer Holdings, Inc.		43,040		5,278,856
Reckitt Benckiser Group plc (United Kingdom)1		6,950		585,351
				5,864,207
Personal Products - 0.0%##
Beiersdorf AG (Germany)1		3,420		277,289
Natura Cosmeticos S.A. (Brazil)		25,960		377,158
				654,447
Tobacco - 0.8%
Gudang Garam Tbk PT (Indonesia)1		114,710		548,940
Imperial Tobacco Group plc (United Kingdom)1		285,280		12,393,036
Swedish Match AB (Sweden)1		25,710		836,013
				13,777,989
Total Consumer Staples				110,952,843
Energy - 7.9%
Energy Equipment & Services - 4.0%
Baker Hughes, Inc.		329,560		17,453,498
Cameron International Corp.*		289,330		17,229,601
CGG S.A. (France)*1		11,088		64,060
Core Laboratories N.V. - ADR		1,780		248,363
Oceaneering International, Inc.		2,520		177,080
Petroleum Geo-Services ASA (Norway)1		24,570		122,034
Saipem S.p.A. (Italy)*1		23,070		361,159
Schlumberger Ltd.		188,670		18,614,182
Spectrum ASA (Norway)1		59,940		282,052
SPT Energy Group, Inc. (China)1		444,000		139,880
TGS Nopec Geophysical Co. ASA (Norway)1		33,910		791,045
Trican Well Service Ltd. (Canada)		17,090		153,151
Weatherford International plc - ADR*		840,320		13,798,054
				69,434,159

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

71

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels - 3.9%
Apache Corp.		63,035	$	4,866,302
Cameco Corp. (Canada)		139,276		2,420,617
Cloud Peak Energy, Inc.*		136,847		1,638,059
Cosan S.A. Industria e Comercio (Brazil)		10,980		153,274
Encana Corp. (Canada)		44,710		832,947
EOG Resources, Inc.		38,337		3,643,932
Hess Corp.		358,851		30,434,153
Koninklijke Vopak N.V. (Netherlands)1		9,786		490,761
Pacific Rubiales Energy Corp. (Colombia)		31,330		472,570
Peabody Energy Corp.		1,389,051		14,487,802
Petroleo Brasileiro S.A. - ADR (Brazil)		49,110		600,615
Range Resources Corp.		99,950		6,836,580
Royal Dutch Shell plc - Class B (Netherlands)1		24,549		906,969
Talisman Energy, Inc. (Canada)		153,040		976,317
Whitehaven Coal Ltd. (Australia)*1		102,200		137,063
				68,897,961
Total Energy				138,332,120
Financials - 6.0%
Banks - 1.5%
Hong Leong Financial Group Berhad (Malaysia)1		153,070		842,259
HSBC Holdings plc (United Kingdom)1		1,346,440		13,727,385
ICICI Bank Ltd. - ADR (India)		9,550		538,238
Popular, Inc.*		330,819		10,546,510
Sumitomo Mitsui Trust Holdings, Inc. (Japan)1		141,000		575,664
Synovus Financial Corp.		44,760		1,135,114
				27,365,170
Capital Markets - 0.2%
CETIP S.A. - Mercados Organizados (Brazil)		16,020		203,006
Daiwa Securities Group, Inc. (Japan)1		90,000		711,266
Financial Engines, Inc.		48,440		1,931,303
				2,845,575
Consumer Finance - 0.1%
SLM Corp.		179,740		1,716,517
Diversified Financial Services - 0.1%
Berkshire Hathaway, Inc. - Class B*		1,330		186,413
JSE Ltd. (South Africa)1		53,080		516,856
MSCI, Inc.		34,550		1,612,103
				2,315,372
Insurance - 0.1%
Admiral Group plc (United Kingdom)1		27,100		579,860
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		77,260		232,288
Mapfre S.A. (Spain)1		282,140		967,472
Zurich Insurance Group AG (Switzerland)1		1,910		578,021
				2,357,641
Real Estate Investment Trusts (REITS) - 3.2%
Agree Realty Corp.		20,600		630,566
Alexandria Real Estate Equities, Inc.		7,820		649,060
Alstria Office REIT AG (Germany)1		105,980		1,315,744
American Campus Communities, Inc.		8,860		347,932
Apartment Investment & Management Co. - Class A		17,690		633,125
Associated Estates Realty Corp.		31,150		608,359
AvalonBay Communities, Inc.		3,550		553,232
BioMed Realty Trust, Inc.		122,546		2,661,699
Boston Properties, Inc.		3,380		428,415
Camden Property Trust		6,960		533,623
CatchMark Timber Trust, Inc. - Class A		32,320		378,144
CBL & Associates Properties, Inc.		82,850		1,584,921
CBS Outdoor Americas, Inc.		64,750		1,970,343
Chesapeake Lodging Trust		22,440		741,418
CoreSite Realty Corp.		15,670		580,103
Corporate Office Properties Trust		84,810		2,318,705
Crown Castle International Corp.		4,500		351,540
CubeSmart		18,960		399,108
DDR Corp.		29,990		544,019
Digital Realty Trust, Inc.		45,711		3,153,602
Duke Realty Corp.		29,500		559,320
DuPont Fabros Technology, Inc.		18,752		580,749
Education Realty Trust, Inc.		48,170		542,394
Equity Lifestyle Properties, Inc.		8,030		394,273
Equity One, Inc.		15,480		371,520
Equity Residential		8,520		592,651
Essex Property Trust, Inc.		3,000		605,280
Excel Trust, Inc.		27,280		354,640
Extra Space Storage, Inc.		5,880		341,981
Fibra Shop Portafolios Inmobiliarios SAPI de CV (Mexico)		190,160		258,277
General Growth Properties, Inc.		22,100		572,611
HCP, Inc.		20,880		918,094
Health Care REIT, Inc.		10,480		745,233
Healthcare Trust of America, Inc.		31,160		400,094
Home Properties, Inc.		5,840		375,570
Host Hotels & Resorts, Inc.		31,040		723,542
Inland Real Estate Corp.		34,980		371,138
Kimco Realty Corp.		39,130		976,293

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

72

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Kite Realty Group Trust		27,982	$	724,454
Mack-Cali Realty Corp.		25,420		476,117
Mid-America Apartment Communities, Inc.		8,700		614,742
Pebblebrook Hotel Trust		18,870		803,862
Pennsylvania Real Estate Investment Trust		17,720		379,740
Physicians Realty Trust		40,820		626,179
Plum Creek Timber Co., Inc.		30,506		1,251,051
Potlatch Corp.		3,770		165,842
Public Storage		3,990		735,517
Rayonier, Inc.		5,100		170,697
Rouse Properties, Inc.		39,070		711,465
Saul Centers, Inc.		3,610		198,369
Scentre Group (Australia)*1		84,170		268,498
Simon Property Group, Inc.		11,460		2,053,747
Sovran Self Storage, Inc.		9,020		767,512
UDR, Inc.		19,170		579,509
Ventas, Inc.		10,040		687,840
Washington Prime Group, Inc.		24,000		423,120
Washington Real Estate Investment Trust		13,120		370,771
Westfield Corp. (Australia)1		141,390		993,551
Weyerhaeuser Co.		378,817		12,826,744
				55,896,645
Real Estate Management & Development - 0.8%
BR Malls Participacoes S.A. (Brazil)		23,640		189,853
Forest City Enterprises, Inc. - Class A*		24,470		511,178
Forestar Group, Inc.*		9,000		157,050
General Shopping Brasil S.A. (Brazil)*		149,299		406,703
Realogy Holdings Corp.*		293,569		12,039,265
				13,304,049
Total Financials				105,800,969
Health Care - 7.1%
Biotechnology - 0.3%
BioMarin Pharmaceutical, Inc.*		26,020		2,146,650
Green Cross Corp. (South Korea)1		6,376		815,998
Seattle Genetics, Inc.*		44,300		1,624,481
				4,587,129
Health Care Equipment & Supplies - 0.3%
BioMerieux (France)1		1,250		131,863
Carl Zeiss Meditec AG (Germany)1		23,550		633,660
HeartWare International, Inc.*		22,860		1,762,963
Neogen Corp.*		4,000		175,600
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		1,188,000		1,201,348
Thoratec Corp.*		67,580		1,836,824
				5,742,258
Health Care Providers & Services - 2.4%
Catamaran Corp.*		425,100		20,264,517
Express Scripts Holding Co.*		217,090		16,676,854
Fresenius Medical Care AG & Co. KGaA (Germany)1		7,600		557,822
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		14,780		541,096
KPJ Healthcare Berhad (Malaysia)1		163,200		194,015
Life Healthcare Group Holdings Ltd. (South Africa)1		210,630		796,519
Odontoprev S.A. (Brazil)		255,650		923,390
Quest Diagnostics, Inc.		17,130		1,087,070
Universal Health Services, Inc. - Class B		9,820		1,018,432
				42,059,715
Health Care Technology - 2.2%
Cerner Corp.*		624,250		39,539,995
Life Sciences Tools & Services - 0.0%##
Gerresheimer AG (Germany)1		10,250		570,329
QIAGEN N.V.*1		11,650		273,791
				844,120
Pharmaceuticals - 1.9%
AstraZeneca plc (United Kingdom)1		2,540		185,542
AstraZeneca plc - ADR (United Kingdom)		16,540		1,206,428
GlaxoSmithKline plc (United Kingdom)1		14,575		329,597
Johnson & Johnson		104,720		11,286,722
Novartis AG - ADR (Switzerland)		4,030		373,541
Novo Nordisk A/S - Class B (Denmark)1		9,100		411,345
Otsuka Holdings Co. Ltd. (Japan)1		6,800		238,531
Roche Holding AG (Switzerland)1		920		271,493
Sanofi (France)1		5,285		479,561
Sanofi - ADR (France)		377,420		17,451,901
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		9,790		552,841
				32,787,502
Total Health Care				125,560,719
Industrials - 4.3%
Airlines - 0.4%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		379,207		1,960,500
Latam Airlines Group S.A. - ADR (Chile)*		244,246		2,979,801

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

73

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Airlines (continued)
Republic Airways Holdings, Inc.*		183,680	$	2,299,674
Ryanair Holdings plc - ADR (Ireland)*		7,050		391,557
				7,631,532
Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)1		32,556		794,296
MiX Telematics Ltd. - ADR (South Africa)*		21,770		193,971
Rollins, Inc.		5,690		181,340
Tomra Systems ASA (Norway)1		42,240		316,254
				1,485,861
Electrical Equipment - 0.1%
Alstom S.A. (France)*1		21,220		740,646
Nexans S.A. (France)*1		7,031		214,238
Polypore International, Inc.*		4,020		176,558
Schneider Electric SE (France)1		11,230		884,767
				2,016,209
Industrial Conglomerates - 1.7%
General Electric Co.		1,104,340		28,503,015
Siemens AG (Germany)1		20,100		2,267,145
				30,770,160
Machinery - 1.3%
AGCO Corp.		6,270		277,824
ANDRITZ AG (Austria)1		9,010		435,401
Chart Industries, Inc.*		21,440		998,032
Deere & Co.		1,530		130,876
FANUC Corp. (Japan)1		6,380		1,124,384
Joy Global, Inc.		321,656		16,928,755
Kennametal, Inc.		3,080		118,919
Komatsu Ltd. (Japan)1		12,600		297,478
KUKA AG (Germany)1		2,930		184,660
Pall Corp.		5,560		508,295
Pentair plc (United Kingdom)		6,760		453,258
Sany Heavy Equipment International Holdings Co. Ltd. (China)*1		844,000		187,069
SKF AB - Class B (Sweden)1		22,840		458,112
Terex Corp.		35,320		1,016,156
Xylem, Inc.		12,330		448,319
				23,567,538
Marine - 0.0%##
Sinotrans Shipping Ltd. (China)*1		171,400		46,883
Professional Services - 0.1%
Experian plc (United Kingdom)1		27,980		420,709
SGS S.A. (Switzerland)1		284		624,381
				1,045,090
Road & Rail - 0.3%
Heartland Express, Inc.		46,310		1,164,233
Hertz Global Holdings, Inc.*		74,740		1,638,301
Kansas City Southern		2,100		257,859
Swift Transportation Co.*		50,340		1,243,398
Union Pacific Corp.		2,520		293,454
				4,597,245
Trading Companies & Distributors - 0.2%
Brenntag AG (Germany)1		15,030		729,279
Fastenal Co.		43,160		1,900,766
				2,630,045
Transportation Infrastructure - 0.1%
Wesco Aircraft Holdings, Inc.*		86,870		1,541,943
Total Industrials				75,332,506
Information Technology - 10.3%
Communications Equipment - 1.9%
Alcatel-Lucent - ADR (France)		157,980		473,940
ARRIS Group, Inc.*		69,770		2,094,495
Ixia*		173,870		1,674,368
Juniper Networks, Inc.		1,310,086		27,603,512
Palo Alto Networks, Inc.*		850		89,845
Polycom, Inc.*		82,760		1,082,501
				33,018,661
Electronic Equipment, Instruments & Components - 0.2%
Cognex Corp.*		4,300		170,108
FLIR Systems, Inc.		46,050		1,544,057
Hitachi Ltd. (Japan)1		140,000		1,100,047
Keyence Corp. (Japan)1		1,609		779,694
				3,593,906
Internet Software & Services - 2.5%
eBay, Inc.*		360,120		18,906,300
Google, Inc. - Class A*		18,320		10,403,378
Google, Inc. - Class C*		18,320		10,242,346
NetEase, Inc. - ADR (China)		6,290		595,789
Q2 Holdings, Inc.*		59,610		899,515
Qihoo 360 Technology Co. Ltd. - ADR (China)*		24,418		1,782,026
Tencent Holdings Ltd. (China)1		38,800		623,604
Youku Tudou, Inc. - ADR (China)*		10,540		206,584
Zillow, Inc. - Class A*		7,230		786,118
				44,445,660
IT Services - 2.1%
Amdocs Ltd. - ADR		7,400		351,796
EVERTEC, Inc.		141,460		3,211,142

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

74

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services (continued)
InterXion Holding N.V. - ADR (Netherlands)*		6,480	$	177,163
MasterCard, Inc. - Class A		117,402		9,832,417
VeriFone Systems, Inc.*		339,340		12,643,808
Visa, Inc. - Class A		43,130		10,412,876
				36,629,202
Semiconductors & Semiconductor Equipment - 0.0%##
GCL-Poly Energy Holdings Ltd. (Hong Kong)*1		515,000		173,567
REC Silicon ASA (Norway)*1		308,950		123,517
				297,084
Software - 1.3%
Aspen Technology, Inc.*		3,000		110,790
AVEVA Group plc (United Kingdom)1		78,699		1,933,736
Check Point Software Technologies Ltd. (Israel)*		1,290		95,783
Electronic Arts, Inc.*		462,560		18,951,083
Fortinet, Inc.*		3,290		85,705
Imperva, Inc.*		2,630		107,751
Nuance Communications, Inc.*		10,590		163,404
Proofpoint, Inc.*		1,990		87,640
SAP SE (Germany)1		16,750		1,141,267
Temenos Group AG (Switzerland)1		8,610		300,604
Totvs S.A. (Brazil)		58,078		846,595
				23,824,358
Technology Hardware, Storage & Peripherals - 2.3%
Canon, Inc. (Japan)1		10,000		306,802
EMC Corp.		1,310,590		37,653,251
Samsung Electronics Co. Ltd. (South Korea)1		1,790		2,087,395
Stratasys Ltd.*		1,510		181,744
				40,229,192
Total Information Technology				182,038,063
Materials - 4.3%
Chemicals - 3.1%
Akzo Nobel N.V. (Netherlands)1		2,160		144,043
BASF SE (Germany)1		10,340		913,643
FMC Corp.		17,960		1,030,006
Linde AG (Germany)1		6,790		1,253,129
Monsanto Co.		290,010		33,362,750
The Mosaic Co.		324,110		14,361,314
Novozymes A/S - Class B (Denmark)1		3,590		166,241
Potash Corp. of Saskatchewan, Inc. (Canada)		12,970		443,185
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		29,219		693,367
Syngenta AG (Switzerland)1		1,830		565,941
Tronox Ltd. - Class A		6,820		164,908
Umicore S.A. (Belgium)1		12,569		493,314
Wacker Chemie AG (Germany)1		1,510		182,980
Yingde Gases Group Co. Ltd. (China)1		252,000		196,772
				53,971,593
Construction Materials - 0.0%##
CRH plc (Ireland)1		19,370		430,404
Holcim Ltd. (Switzerland)1		4,020		285,318
				715,722
Metals & Mining - 1.2%
Alcoa, Inc.		1,049,720		17,593,307
Alumina Ltd. (Australia)*1		302,560		437,289
Iluka Resources Ltd. (Australia)1		42,160		270,656
Impala Platinum Holdings Ltd. (South Africa)*1		28,580		208,453
Jastrzebska Spolka Weglowa S.A. (Poland)*1		28,660		246,293
Norsk Hydro ASA (Norway)1		98,410		550,990
Stillwater Mining Co.*		100,437		1,318,738
Teck Resources Ltd. - Class B (Canada)		33,484		528,378
ThyssenKrupp AG (Germany)*1		8,990		216,673
				21,370,777
Total Materials				76,058,092
Telecommunication Services - 0.2%
Diversified Telecommunication Services - 0.1%
Telefonica S.A. - ADR (Spain)		88,090		1,319,588
Telenor ASA - ADR (Norway)2		10,210		687,541
				2,007,129
Wireless Telecommunication Services - 0.1%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		48,749		1,189,963
China Mobile Ltd. (China)1		53,000		659,453
				1,849,416
Total Telecommunication Services				3,856,545
TOTAL COMMON STOCKS (Identified Cost $996,808,156)				1,104,373,727

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

75

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	SHARES/ PRINCIPAL AMOUNT4		VALUE (NOTE 2)
PREFERRED STOCKS - 0.2%
Financials - 0.2%
Banks - 0.0%##
U.S. Bancorp., Series F (non-cumulative), 6.50%3		30,400	$	891,024
Insurance - 0.1%
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%3		14,000		1,414,000
Real Estate Investment Trusts (REITS) - 0.1%
Public Storage, Series Q, 6.50%		39,780		1,044,225
TOTAL PREFERRED STOCKS (Identified Cost $3,173,750)				3,349,249
CORPORATE BONDS - 17.0%
Convertible Corporate Bonds - 0.2%
Consumer Discretionary - 0.1%
Internet & Catalog Retail - 0.1%
The Priceline Group, Inc., 0.35%, 6/15/2020		1,250,000		1,417,187
Financials - 0.1%
Real Estate Investment Trusts (REITS) - 0.1%
BioMed Realty LP5, 3.75%, 1/15/2030		850,000		1,080,563
Total Convertible Corporate Bonds (Identified Cost $2,516,250)				2,497,750
Non-Convertible Corporate Bonds - 16.8%
Consumer Discretionary - 2.0%
Auto Components - 0.3%
Delphi Corp., 5.00%, 2/15/2023		1,800,000		1,928,250
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 3.50%, 3/15/2017		2,165,000		2,154,175
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.875%, 2/1/2022		1,095,000		1,125,113
				5,207,538
Automobiles - 0.2%
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017		650,000		732,817
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		2,007,000		2,196,120
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,045,000		1,305,977
				4,234,914
Diversified Consumer Services - 0.2%
Block Financial LLC, 5.50%, 11/1/2022		2,760,000		2,977,477
Crestview DS Merger Sub II, Inc., 10.00%, 9/1/2021		635,000		701,675
				3,679,152
Hotels, Restaurants & Leisure - 0.2%
International Game Technology, 7.50%, 6/15/2019		3,790,000		4,197,201
Household Durables - 0.1%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)5, 6.125%, 7/1/2022		755,000		802,187
NVR, Inc., 3.95%, 9/15/2022		500,000		511,227
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		890,000		872,200
				2,185,614
Media - 0.7%
21st Century Fox America, Inc., 6.90%, 3/1/2019		1,080,000		1,284,290
Cogeco Cable, Inc. (Canada)5, 4.875%, 5/1/2020		1,155,000		1,155,000
Columbus International, Inc. (Barbados)5, 7.375%, 3/30/2021		670,000		710,200
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		1,515,000		1,694,099
Discovery Communications LLC, 5.05%, 6/1/2020		1,350,000		1,500,629
Gannett Co., Inc.5, 4.875%, 9/15/2021		1,145,000		1,153,587
Sirius XM Radio, Inc.5, 4.25%, 5/15/2020		1,150,000		1,143,531
Time Warner, Inc., 4.875%, 3/15/2020		1,200,000		1,322,578
Time Warner, Inc., 4.75%, 3/29/2021		1,650,000		1,814,952
				11,778,866
Multiline Retail - 0.1%
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,270,000		1,217,774
Specialty Retail - 0.1%
The TJX Companies, Inc., 2.75%, 6/15/2021		1,510,000		1,507,512
Textiles, Apparel & Luxury Goods - 0.1%
VF Corp., 5.95%, 11/1/2017		880,000		1,000,891
Total Consumer Discretionary				35,009,462
Consumer Staples - 0.7%
Beverages - 0.2%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		1,050,000		1,273,359
Pernod-Ricard S.A. (France)5, 5.75%, 4/7/2021		1,320,000		1,510,271
SABMiller plc (United Kingdom)5, 6.50%, 7/15/2018		1,000,000		1,152,173
				3,935,803
Food & Staples Retailing - 0.2%
C&S Group Enterprises LLC5, 5.375%, 7/15/2022		1,115,000		1,115,000
KeHE Distributors LLC - KeHE Finance Corp.5, 7.625%, 8/15/2021		870,000		924,375

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

76

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food & Staples Retailing (continued)
Shearer’s Foods LLC - Chip Finance Corp.5, 9.00%, 11/1/2019		685,000	$	753,500
				2,792,875
Food Products - 0.1%
Pinnacle Operating Corp.5, 9.00%, 11/15/2020		1,040,000		1,120,600
Household Products - 0.2%
Energizer Holdings, Inc., 4.70%, 5/19/2021		1,300,000		1,327,863
Harbinger Group, Inc., 7.875%, 7/15/2019		865,000		936,363
Harbinger Group, Inc., 7.75%, 1/15/2022		940,000		954,100
				3,218,326
Tobacco - 0.0%##
Vector Group Ltd., 7.75%, 2/15/2021		825,000		894,094
Total Consumer Staples				11,961,698
Energy - 1.1%
Energy Equipment & Services - 0.3%
Baker Hughes, Inc., 7.50%, 11/15/2018		935,000		1,130,481
Parker Drilling Co., 6.75%, 7/15/2022		1,160,000		1,055,600
Schlumberger Oilfield plc5, 4.20%, 1/15/2021		400,000		436,388
Seventy Seven Operating LLC, 6.625%, 11/15/2019		690,000		683,100
Shelf Drilling Holdings Ltd. (United Arab Emirates)5, 8.625%, 11/1/2018		1,035,000		1,022,063
US Shale Solutions, Inc.5, 12.50%, 9/1/2017		575,000		517,500
Weatherford International Ltd., 9.625%, 3/1/2019		620,000		792,295
				5,637,427
Oil, Gas & Consumable Fuels - 0.8%
Buckeye Partners LP, 4.15%, 7/1/2023		1,275,000		1,281,295
CNOOC Nexen Finance 2014 ULC (China), 1.625%, 4/30/2017		1,345,000		1,345,377
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021		935,000		776,050
FTS International, Inc.5, 6.25%, 5/1/2022		705,000		666,225
Ithaca Energy, Inc. (United Kingdom)5, 8.125%, 7/1/2019		1,105,000		950,300
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		1,380,000		1,443,825
Petrobras Global Finance B.V. (Brazil)6, 1.852%, 5/20/2016		3,250,000		3,250,000
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018		1,370,000		1,514,261
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019		1,600,000		1,943,840
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		1,075,000		1,126,063
				14,297,236
Total Energy				19,934,663
Financials - 8.4%
Banks - 2.7%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)6, 9.00%, 5/29/2049		1,400,000		1,513,120
Banco Santander S.A. (Spain)6, 6.375%, 5/29/2049		1,400,000		1,375,850
Bank of America Corp., 7.625%, 6/1/2019		2,250,000		2,729,115
Barclays Bank plc (United Kingdom), 5.14%, 10/14/2020		1,100,000		1,195,469
Barclays Bank plc (United Kingdom)5, 10.179%, 6/12/2021		1,250,000		1,678,340
Barclays Bank plc (United Kingdom), 3.75%, 5/15/2024		500,000		506,406
Barclays plc (United Kingdom)6, 6.625%, 6/29/2049		800,000		765,600
BBVA Bancomer S.A. (Mexico)5, 6.75%, 9/30/2022		1,670,000		1,891,275
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		2,000,000		2,072,210
BPCE S.A. (France)6, 2.84%, 7/29/2049		1,500,000		1,313,025
Citigroup, Inc., 8.50%, 5/22/2019		2,663,000		3,341,317
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD	380,000		353,046
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Netherlands)6, 8.40%, 11/29/2049		850,000		935,000
HSBC Bank plc (United Kingdom)5, 1.50%, 5/15/2018		1,580,000		1,558,605
HSBC Finance Corp., 6.676%, 1/15/2021		1,400,000		1,649,876
HSBC USA Capital Trust I (United Kingdom)5, 7.808%, 12/15/2026		600,000		607,405
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		1,650,000		1,717,785
Intesa Sanpaolo S.p.A. (Italy)5, 6.50%, 2/24/2021		1,400,000		1,624,465
Intesa Sanpaolo S.p.A. (Italy)5, 5.017%, 6/26/2024		1,500,000		1,465,971
JPMorgan Chase & Co., 4.95%, 3/25/2020		3,130,000		3,475,339
Lloyds Bank plc (United Kingdom)5, 6.50%, 9/14/2020		4,735,000		5,476,222
Lloyds Bank plc (United Kingdom)6, 9.875%, 12/16/2021		1,335,000		1,535,250

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

77

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
National City Corp., 6.875%, 5/15/2019		2,255,000	$	2,668,626
Popular, Inc., 7.00%, 7/1/2019		1,505,000		1,516,287
Royal Bank of Canada (Canada), 3.27%, 11/10/2014	CAD	295,000		261,784
Royal Bank of Canada (Canada), 3.18%, 3/16/2015	CAD	465,000		415,379
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD	445,000		418,668
The Royal Bank of Scotland plc (United Kingdom)6, 9.50%, 3/16/2022		585,000		668,597
Santander Bank N.A. (Spain), 8.75%, 5/30/2018		1,300,000		1,572,863
Santander Holdings USA, Inc., 4.625%, 4/19/2016		370,000		389,192
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD	400,000		371,961
				47,064,048
Capital Markets - 0.9%
Goldman Sachs Capital II6, 4.00%, 12/29/2049		2,005,000		1,507,760
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		2,510,000		2,836,300
The Goldman Sachs Group, Inc.6, 1.332%, 11/15/2018		5,045,000		5,096,651
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		2,225,000		2,494,926
The Goldman Sachs Group, Inc.6, 1.836%, 11/29/2023		1,100,000		1,135,454
Scottrade Financial Services, Inc.5, 6.125%, 7/11/2021		400,000		420,167
UBS AG (Switzerland)6, 7.25%, 2/22/2022		1,150,000		1,243,783
UBS AG (Switzerland), 7.625%, 8/17/2022		825,000		973,629
UBS AG (Switzerland)6, 4.75%, 5/22/2023		970,000		980,913
				16,689,583
Consumer Finance - 0.5%
Ally Financial, Inc., 6.75%, 12/1/2014		610,000		611,830
American Express Co.6, 6.80%, 9/1/2066		930,000		985,707
Capital One Bank USA National Association, 2.15%, 11/21/2018		850,000		847,100
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		815,000		965,539
CNG Holdings, Inc.5, 9.375%, 5/15/2020		910,000		684,775
Discover Bank, 4.20%, 8/8/2023		1,280,000		1,341,126
Navient Corp., 6.00%, 1/25/2017		1,995,000		2,104,725
Navient Corp., 6.125%, 3/25/2024		1,100,000		1,135,761
				8,676,563
Diversified Financial Services - 1.0%
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		85,000		98,812
CME Group, Inc., 3.00%, 9/15/2022		1,270,000		1,276,181
General Electric Capital Corp.6, 0.612%, 5/5/2026		2,295,000		2,190,603
General Electric Capital Corp.6, 7.125%, 12/29/2049		2,150,000		2,504,750
ING Bank N.V. (Netherlands)5, 5.80%, 9/25/2023		1,870,000		2,081,164
ING Bank N.V. (Netherlands)6, 4.125%, 11/21/2023		1,460,000		1,495,668
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 7.375%, 4/1/2020		875,000		870,625
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 7.50%, 4/15/2021		1,180,000		1,174,100
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 6.875%, 4/15/2022		695,000		672,413
Jefferies Group LLC, 8.50%, 7/15/2019		2,595,000		3,218,838
Voya Financial, Inc., 2.90%, 2/15/2018		85,000		87,390
Voya Financial, Inc., 5.50%, 7/15/2022		1,185,000		1,335,933
				17,006,477
Insurance - 1.8%
Aegon N.V. (Netherlands)6, 2.549%, 7/29/2049		2,175,000		1,941,187
American International Group, Inc., 4.875%, 6/1/2022		3,645,000		4,065,597
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		3,175,000		3,304,330
AXA S.A. (France)6, 2.663%, 8/29/2049		2,700,000		2,443,500
Fidelity National Financial, Inc., 6.60%, 5/15/2017		2,025,000		2,251,774
First American Financial Corp., 4.30%, 2/1/2023		1,350,000		1,365,823
Genworth Holdings, Inc., 7.70%, 6/15/2020		600,000		720,280
Genworth Holdings, Inc., 7.625%, 9/24/2021		6,555,000		7,989,968
Genworth Holdings, Inc.6, 6.15%, 11/15/2066		4,300,000		3,676,500
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		2,535,000		2,832,807
Prudential Financial, Inc.6, 5.875%, 9/15/2042		1,975,000		2,093,500
				32,685,266

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

78

Investment Portfolio - October 31, 2014

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) - 1.3%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		665,000	$	660,237
American Tower Corp., 3.40%, 2/15/2019		3,925,000		4,014,651
BioMed Realty LP, 3.85%, 4/15/2016		285,000		296,303
Boston Properties LP, 5.875%, 10/15/2019		1,385,000		1,597,732
Camden Property Trust, 5.70%, 5/15/2017		980,000		1,082,400
Corrections Corp. of America, 4.125%, 4/1/2020		1,080,000		1,063,800
Digital Realty Trust LP, 5.875%, 2/1/2020		200,000		223,472
Digital Realty Trust LP, 5.25%, 3/15/2021		1,870,000		2,049,518
DuPont Fabros Technology LP, 5.875%, 9/15/2021		1,100,000		1,144,000
HCP, Inc., 6.70%, 1/30/2018		1,270,000		1,462,629
Health Care REIT, Inc., 6.20%, 6/1/2016		1,240,000		1,340,827
Health Care REIT, Inc., 4.95%, 1/15/2021		275,000		301,837
Hospitality Properties Trust, 6.70%, 1/15/2018		1,408,000		1,569,346
Qualitytech LP - QTS Finance Corp.5, 5.875%, 8/1/2022		685,000		688,425
Rialto Holdings LLC - Rialto Corp.5, 7.00%, 12/1/2018		1,035,000		1,058,287
Simon Property Group LP, 10.35%, 4/1/2019		2,160,000		2,859,186
UDR, Inc., 4.625%, 1/10/2022		980,000		1,057,338
				22,469,988
Real Estate Management & Development - 0.0%##
Forestar USA Real Estate Group, Inc.5, 8.50%, 6/1/2022		700,000		715,750
Thrifts & Mortgage Finance - 0.2%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		890,000		941,175
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.5, 5.875%, 8/1/2021		940,000		931,775
Prospect Holding Co. LLC - Prospect Holding Finance Co.5, 10.25%, 10/1/2018		705,000		634,500
Provident Funding Associates LP - PFG Finance Corp.5, 6.75%, 6/15/2021		585,000		583,537
				3,090,987
Total Financials				148,398,662
Health Care - 0.4%
Biotechnology - 0.1%
Amgen, Inc., 2.20%, 5/22/2019		1,530,000		1,518,280
Health Care Equipment & Supplies - 0.1%
Halyard Health, Inc.5, 6.25%, 10/15/2022		725,000		741,313
Health Care Providers & Services - 0.1%
Fresenius Medical Care US Finance, Inc. (Germany)5, 6.50%, 9/15/2018		780,000		863,850
Fresenius US Finance II, Inc. (Germany)5, 9.00%, 7/15/2015		880,000		915,200
				1,779,050
Pharmaceuticals - 0.1%
Roche Holdings, Inc. (Switzerland)5, 6.00%, 3/1/2019		1,575,000		1,819,818
Total Health Care				5,858,461
Industrials - 1.7%
Aerospace & Defense - 0.2%
DigitalGlobe, Inc.5, 5.25%, 2/1/2021		1,139,000		1,107,677
L-3 Communications Corp., 3.95%, 11/15/2016		2,030,000		2,136,252
Textron, Inc., 7.25%, 10/1/2019		940,000		1,122,430
				4,366,359
Air Freight & Logistics - 0.0%##
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.5,7, 10.00%, 2/15/2018		565,000		581,950
Airlines - 0.4%
Allegiant Travel Co., 5.50%, 7/15/2019		1,085,000		1,109,413
American Airlines Pass-Through Trust, Series 2013-2, Class A, 4.95%, 1/15/2023		1,359,314		1,451,068
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B5, 6.375%, 1/2/2016		715,000		745,387
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		1,315,000		1,370,887
Gol LuxCo S.A. (Brazil)5, 8.875%, 1/24/2022		1,125,000		1,105,313
United Continental Holdings, Inc., 6.375%, 6/1/2018		865,000		903,925
				6,685,993
Commercial Services & Supplies - 0.1%
Modular Space Corp.5, 10.25%, 1/31/2019		1,055,000		1,076,100
Construction & Engineering - 0.0%##
Abengoa Finance S.A.U. (Spain)5, 7.75%, 2/1/2020		835,000		872,574

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

79

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Machinery - 0.3%
CNH Industrial Capital LLC, 3.875%, 11/1/2015		1,925,000	$	1,949,063
CNH Industrial Capital LLC, 6.25%, 11/1/2016		885,000		935,887
Joy Global, Inc., 5.125%, 10/15/2021		120,000		131,244
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.5, 8.875%, 8/1/2020		1,005,000		1,087,913
Waterjet Holdings, Inc.5, 7.625%, 2/1/2020		890,000		930,050
				5,034,157
Road & Rail - 0.1%
Union Pacific Corp., 5.65%, 5/1/2017		810,000		889,032
Trading Companies & Distributors - 0.6%
Air Lease Corp., 3.375%, 1/15/2019		1,850,000		1,873,125
Aircastle Ltd., 4.625%, 12/15/2018		925,000		938,875
Aviation Capital Group Corp.5, 3.875%, 9/27/2016		2,100,000		2,157,263
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		1,050,000		1,081,500
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		1,125,000		1,119,375
International Lease Finance Corp., 8.625%, 9/15/2015		550,000		577,500
International Lease Finance Corp., 5.75%, 5/15/2016		585,000		609,863
International Lease Finance Corp.6, 2.184%, 6/15/2016		560,000		557,900
International Lease Finance Corp., 8.75%, 3/15/2017		900,000		1,012,500
				9,927,901
Total Industrials				29,434,066
Information Technology - 0.5%
Internet Software & Services - 0.1%
Tencent Holdings Ltd. (China)5, 3.375%, 5/2/2019		2,110,000		2,145,410
IT Services - 0.1%
Xerox Corp., 2.80%, 5/15/2020		1,650,000		1,630,510
Semiconductors & Semiconductor Equipment - 0.1%
Xilinx, Inc., 3.00%, 3/15/2021		2,160,000		2,169,303
Technology Hardware, Storage & Peripherals - 0.2%
Apple, Inc., 2.40%, 5/3/2023		650,000		627,119
Hewlett-Packard Co.6, 1.17%, 1/14/2019		2,770,000		2,759,878
				3,386,997
Total Information Technology				9,332,220
Materials - 1.2%
Chemicals - 0.3%
Consolidated Energy Finance S.A. (Luxembourg)5, 6.75%, 10/15/2019		1,080,000		1,101,600
The Dow Chemical Co., 8.55%, 5/15/2019		2,380,000		2,997,586
Lyondellbasell Industries N.V., 5.00%, 4/15/2019		500,000		551,189
The Mosaic Co., 4.25%, 11/15/2023		665,000		697,539
				5,347,914
Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)5,6, 3.234%, 12/15/2019		1,085,000		1,060,587
PaperWorks Industries, Inc.5, 9.50%, 8/15/2019		725,000		741,313
				1,801,900
Metals & Mining - 0.6%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		910,000		1,123,850
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		960,000		1,138,674
Freeport-McMoRan Oil & Gas LLC - FCX Oil & Gas, Inc., 6.125%, 6/15/2019		2,045,000		2,236,719
Freeport-McMoRan Oil & Gas LLC - FCX Oil & Gas, Inc., 6.50%, 11/15/2020		1,907,000		2,082,444
Freeport-McMoRan, Inc., 3.10%, 3/15/2020		105,000		104,645
Rio Tinto Finance USA plc (United Kingdom), 1.375%, 6/17/2016		2,000,000		2,015,038
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.5, 7.375%, 2/1/2020		1,020,000		1,065,900
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,290,000		1,278,156
				11,045,426
Paper & Forest Products - 0.2%
Domtar Corp., 4.40%, 4/1/2022		1,470,000		1,502,621
International Paper Co., 7.50%, 8/15/2021		1,425,000		1,782,788
				3,285,409
Total Materials				21,480,649
Telecommunication Services - 0.6%
Diversified Telecommunication Services - 0.1%
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,400,000		2,676,187
Wireless Telecommunication Services - 0.5%
Altice Financing S.A. (Luxembourg)5, 6.50%, 1/15/2022		990,000		1,017,225

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

80

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT4/ SHARES		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		1,890,000	$	2,083,441
CPI International, Inc., 8.75%, 2/15/2018		700,000		726,250
Crown Castle Towers LLC5, 6.113%, 1/15/2020		1,045,000		1,207,356
Crown Castle Towers LLC5, 4.883%, 8/15/2020		353,000		389,568
SBA Tower Trust5, 5.101%, 4/17/2017		575,000		609,674
SBA Tower Trust5, 2.933%, 12/15/2017		1,285,000		1,302,156
UPCB Finance VI Ltd. (Netherlands)5, 6.875%, 1/15/2022		960,000		1,048,800
				8,384,470
Total Telecommunication Services				11,060,657
Utilities - 0.2%
Independent Power and Renewable Electricity Producers - 0.2%
AES Corp.6, 3.234%, 6/1/2019		1,145,000		1,138,917
ContourGlobal Power Holdings S.A. (France)5, 7.125%, 6/1/2019		1,080,000		1,082,700
NRG Energy, Inc., 6.25%, 7/15/2022		1,000,000		1,045,000
RJS Power Holdings LLC5, 5.125%, 7/15/2019		740,000		736,300
Total Utilities				4,002,917
Total Non-Convertible Corporate Bonds
(Identified Cost $290,615,876)				296,473,455
TOTAL CORPORATE BONDS
(Identified Cost $293,132,126)				298,971,205
MUTUAL FUNDS - 0.3%
Direxion Daily 20 Year Plus Treasury Bear 3x Shares*		30,751		1,198,981
ProShares Short 20+ Year Treasury*		156,023		4,198,579
TOTAL MUTUAL FUNDS
(Identified Cost $6,030,200)				5,397,560
ASSET-BACKED SECURITIES - 0.3%
Enterprise Fleet Financing LLC, Series 2014-2, Class A25, 1.05%, 3/20/2020		1,400,000		1,402,060
FDIC Trust, Series 2011-R1, Class A5, 2.672%, 7/25/2026		942,595		966,839
Ford Credit Auto Owner Trust, Series 2012-D, Class A3, 0.51%, 4/15/2017		670,034		670,050
Hertz Vehicle Financing LLC, Series 2009-2A, Class A25, 5.29%, 3/25/2016		391,667		395,574
Hertz Vehicle Financing LLC, Series 2010-1A, Class A25, 3.74%, 2/25/2017		700,000		722,154
SpringCastle America Funding LLC, Series 2014-AA, Class A5, 2.70%, 5/25/2023		1,700,000		1,701,312
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $5,804,326)				5,857,989
COMMERCIAL MORTGAGE-BACKED SECURITIES - 3.3%
Americold LLC Trust, Series 2010-ARTA, Class A15, 3.847%, 1/14/2029		214,682		225,154
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A46, 5.918%, 5/10/2045		3,155,000		3,315,928
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		791,488		836,051
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		1,622,189		1,655,177
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A46, 5.891%, 9/11/2038		594,257		629,451
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		662,811		702,980
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM6, 5.568%, 10/12/2041		1,180,000		1,262,870
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A25, 3.759%, 4/15/2044		400,145		413,860
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A46, 5.40%, 7/15/2044		398,584		407,637

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

81

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A15, 3.156%, 7/10/2046		390,208	$	395,629
Commercial Mortgage Trust, Series 2006-GG7, Class A46, 6.014%, 7/10/2038		593,944		628,908
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A15,6, 2.50%, 5/25/2043		1,334,125		1,269,502
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A15,6, 2.13%, 2/25/2043		1,202,143		1,119,758
DB-UBS Mortgage Trust, Series 2011-LC1A, Class A15, 3.742%, 11/10/2046		309,510		318,870
Extended Stay America Trust, Series 2013-ESH7, Class A275, 2.958%, 12/5/2031		1,410,000		1,431,127
Fannie Mae Interest Strip, Series 406, Class 7 (IO), 4.50%, 1/25/2041		4,699,832		957,950
Fannie Mae Interest Strip, Series 408, Class C1 (IO), 4.00%, 12/25/2040		2,068,445		396,396
Fannie Mae Interest Strip, Series 409, Class C15 (IO), 4.00%, 11/25/2039		5,800,286		1,137,475
Fannie Mae Interest Strip, Series 413, Class C32 (IO), 4.00%, 1/25/2039		7,779,767		1,505,789
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,126,106		1,128,474
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)6, 1.634%, 8/25/2020		9,865,263		627,510
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)6, 1.419%, 4/25/2021		10,226,708		683,083
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)6, 1.722%, 10/25/2021		4,312,566		377,095
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)6, 1.582%, 12/25/2021		7,605,874		612,319
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)6, 1.64%, 6/25/2022		11,872,009		1,076,969
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)6, 0.337%, 4/25/2023		47,337,105		755,690
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)6, 0.237%, 5/25/2023		30,640,114		284,769
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)6, 1.723%, 10/25/2018		6,102,527		334,089
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,325,000		1,321,445
Freddie Mac REMICs, Series 4060, Class PS (IO)6, 6.495%, 5/15/2042		5,382,108		1,155,431
FREMF Mortgage Trust, Series 2011-K701, Class B5,6, 4.436%, 7/25/2048		550,000		578,742
FREMF Mortgage Trust, Series 2011-K702, Class B5,6, 4.936%, 4/25/2044		675,000		722,606
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)5, 0.10%, 6/25/2046		84,832,550		543,437
FREMF Mortgage Trust, Series 2013-K712, Class B5,6, 3.484%, 5/25/2045		1,050,000		1,058,721
FREMF Mortgage Trust, Series 2014-K715, Class B5,6, 4.119%, 2/25/2046		1,750,000		1,802,684
FREMF Mortgage Trust, Series 2014-K716, Class B5,6, 4.086%, 8/25/2047		1,300,000		1,330,720
Ginnie Mae, Series 2009-121, Class QI (IO), 4.50%, 12/20/2039		3,770,311		818,458
GS Mortgage Securities Corp. II, Series 2010-C2, Class A15, 3.849%, 12/10/2043		673,451		698,430
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A46, 5.419%, 1/12/2043		1,605,000		1,655,976
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM6, 5.46%, 1/12/2043		385,000		398,346
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A46, 5.404%, 12/15/2044		325,000		333,803

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

82

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A46, 6.057%, 4/15/2045			1,460,000	$	1,538,920
JP Morgan Mortgage Trust, Series 2013-1, Class 1A25,6, 3.00%, 3/25/2043			1,011,228		1,001,273
JP Morgan Mortgage Trust, Series 2013-2, Class A25,6, 3.50%, 5/25/2043			1,168,976		1,185,078
JP Morgan Mortgage Trust, Series 2014-2, Class 1A15,6, 3.00%, 6/25/2029			1,671,948		1,714,030
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A25, 2.767%, 1/20/2041			1,350,000		1,363,865
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A6, 5.23%, 9/15/2042			252,563		257,975
Morgan Stanley Capital I Trust, Series 2011-C1, Class A25, 3.884%, 9/15/2047			765,000		785,642
Motel 6 Trust, Series 2012-MTL6, Class A25, 1.948%, 10/5/2025			895,000		894,118
OBP Depositor LLC Trust, Series 2010-OBP, Class A5, 4.646%, 7/15/2045			115,000		127,619
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)5,6, 1.455%, 12/15/2028			638,973		639,404
SCG Trust, Series 2013-SRP1, Class AJ5,6, 2.105%, 11/15/2026			2,600,000		2,607,951
Sequoia Mortgage Trust, Series 2013-2, Class A16, 1.874%, 2/25/2043			1,110,533		994,273
Sequoia Mortgage Trust, Series 2013-7, Class A26, 3.00%, 6/25/2043			842,211		824,972
Sequoia Mortgage Trust, Series 2013-8, Class A16, 3.00%, 6/25/2043			1,151,272		1,130,358
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX5, 4.004%, 9/13/2028			350,000		376,080
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A46, 5.417%, 10/15/2044			1,968,552		2,018,696
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM6, 5.494%, 12/15/2044			900,000		934,722
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A36, 6.011%, 6/15/2045			750,000		796,890
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A25, 4.393%, 11/15/2043			600,000		653,634
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A25, 3.791%, 2/15/2044			575,000		590,720
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045			1,465,000		1,481,686
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $60,038,253)					58,827,215
FOREIGN GOVERNMENT BONDS - 1.4%
Bonos de la Tesoreria de la Republica en pesos (Chile), 6.00%, 1/1/2018	CLP		805,000,000		1,524,695
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2019	BRL		1,000,000		388,178
Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019			700,000		899,500
Canada Housing Trust No. 1 (Canada)5, 4.10%, 12/15/2018	CAD		385,000		374,185
Canadian Government Bond (Canada), 1.50%, 9/1/2017	CAD		1,600,000		1,432,668
Indonesia Treasury Bond (Indonesia), 7.875%, 4/15/2019	IDR		12,000,000,000		993,959
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR		295,000		457,480
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR		625,000		980,119
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR		760,000		1,192,834
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY		100,300,000		897,926
Korea Treasury Bond (South Korea), 4.50%, 3/10/2015	KRW		940,000,000		886,943
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW		460,000,000		434,744
Malaysia Government Bond (Malaysia), 3.172%, 7/15/2016	MYR		4,320,000		1,306,590
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR		3,275,000		1,009,311
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN		26,069,000		2,036,223
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN		5,945,000		472,214
Mexican Government Bond (Mexico), 5.00%, 6/15/2017	MXN		9,500,000		721,869
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		9,400,000		790,769

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

83

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
FOREIGN GOVERNMENT BONDS (continued)
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		4,000,000	$	312,259
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		6,500,000		505,278
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		1,250,000		103,474
Russian Foreign Bond - Eurobond (Russia)5, 5.00%, 4/29/2020			700,000		721,084
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		845,000		692,661
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR		325,000		455,200
Spain Government Bond (Spain), 4.00%, 4/30/2020	EUR		510,000		734,983
Spain Government Bond (Spain)5, 5.40%, 1/31/2023	EUR		755,000		1,209,624
United Kingdom Gilt (United Kingdom), 2.00%, 1/22/2016	GBP		800,000		1,301,933
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP		375,000		599,549
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP		475,000		855,915
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $24,480,905)					24,292,167
MUNICIPAL BONDS - 0.1%
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2022			750,000		656,925
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2023			2,280,000		1,971,151
TOTAL MUNICIPAL BONDS
(Identified Cost $2,769,248)					2,628,076
U.S. GOVERNMENT AGENCIES - 6.8%
Mortgage-Backed Securities - 4.3%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			800,372		875,090
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			58,924		64,433
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			77,488		85,137
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			550,060		604,107
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			98,295		108,043
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			946,310		1,039,451
Fannie Mae, Pool #990895, 5.50%, 10/1/2023			74,632		81,262
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			58,153		64,085
Fannie Mae, Pool #AO6562, 3.00%, 6/1/2027			344,324		358,187
Fannie Mae, Pool #AP0000, 3.50%, 7/1/2027			772,515		817,771
Fannie Mae, Pool #AB7722, 3.50%, 1/1/2028			528,471		558,931
Fannie Mae, Pool #AR5986, 3.00%, 2/1/2028			201,394		209,851
Fannie Mae, Pool #AB8457, 3.50%, 2/1/2028			934,321		988,173
Fannie Mae, Pool #AR6002, 3.00%, 3/1/2028			334,626		348,369
Fannie Mae, Pool #AR8950, 3.00%, 3/1/2028			482,077		501,213
Fannie Mae, Pool #MA1423, 3.50%, 4/1/2028			39,498		41,774
Fannie Mae, Pool #AT8059, 2.50%, 7/1/2028			759,702		774,263
Fannie Mae, Pool #AU1270, 2.50%, 7/1/2028			396,195		403,788
Fannie Mae, Pool #AU1783, 2.50%, 8/1/2028			449,357		457,970
Fannie Mae, Pool #AS0945, 2.50%, 11/1/2028			575,143		586,168
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			1,851,523		2,021,101
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034			901,641		984,317
Fannie Mae, Pool #888021, 6.00%, 12/1/2036			128,819		145,856
Fannie Mae, Pool #909786, 5.50%, 3/1/2037			331,088		369,335
Fannie Mae, Pool #995050, 6.00%, 9/1/2037			371,292		421,090
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037			1,282,594		1,456,708
Fannie Mae, Pool #933731, 5.50%, 4/1/2038			1,381,203		1,540,757
Fannie Mae, Pool #889576, 6.00%, 4/1/2038			773,506		875,522
Fannie Mae, Pool #889624, 5.50%, 5/1/2038			1,568,738		1,749,955
Fannie Mae, Pool #889579, 6.00%, 5/1/2038			756,523		855,775
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			41,749		47,269

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

84

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED 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		572,132	$	646,719
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		2,493,361		2,820,848
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		67,753		76,761
Fannie Mae, Pool #890294, 5.50%, 1/1/2039		2,795,159		3,118,091
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		1,574,524		1,756,410
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		1,120,163		1,217,381
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		246,092		274,520
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		1,678,091		1,823,164
Fannie Mae, Pool #890326, 5.50%, 1/1/2040		2,259,890		2,520,948
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		1,390,813		1,572,130
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		1,367,745		1,546,054
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		1,803,729		2,038,876
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		1,052,122		1,191,253
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		2,569,462		2,909,736
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,041,235		1,132,201
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		449,114		487,834
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		335,515		364,385
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,067,950		1,160,620
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		262,317		284,704
Fannie Mae, Pool #AL3454, 3.00%, 4/1/2043		862,000		867,424
Fannie Mae, Pool #AT3045, 3.00%, 4/1/2043		204,176		205,461
Fannie Mae, Pool #AB9782, 3.00%, 7/1/2043		471,981		474,657
Fannie Mae, Pool #MA1489, 3.00%, 7/1/2043		430,793		431,635
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		311,478		332,178
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		94,665		104,091
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		69,354		76,101
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		52,854		58,415
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		94,829		104,762
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		38,572		42,110
Freddie Mac, Pool #J22427, 3.00%, 2/1/2028		382,234		396,791
Freddie Mac, Pool #G14708, 3.50%, 2/1/2028		541,259		572,427
Freddie Mac, Pool #C91754, 4.50%, 2/1/2034		1,119,550		1,221,068
Freddie Mac, Pool #C91762, 4.50%, 4/1/2034		1,370,613		1,491,958
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		139,995		157,981
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		317,223		353,493
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		412,201		465,214
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		977,247		1,090,535
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		590,967		659,691
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		701,425		783,470
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038		2,029,890		2,260,279
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		1,439,654		1,604,517
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		2,130,173		2,372,475
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		563,135		628,575
Freddie Mac, Pool #G06172, 5.50%, 12/1/2038		1,069,605		1,192,747
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		730,211		815,137
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		1,637,213		1,773,583
Freddie Mac, Pool #A89760, 4.50%, 12/1/2039		270,580		293,185
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		331,736		370,040
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		209,509		233,864
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		569,812		643,018

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

85

Investment Portfolio - October 31, 2014

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 4/ SHARES/ CONTRACTS		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		359,664	$	406,566
Freddie Mac, Pool #G07589, 5.50%, 6/1/2041		3,390,422		3,782,041
Freddie Mac, Pool #C09026, 2.50%, 2/1/2043		887,150		854,960
Freddie Mac, Pool #V80002, 2.50%, 4/1/2043		1,106,642		1,066,475
Freddie Mac, Pool #Q19115, 3.00%, 6/1/2043		457,907		461,072
Total Mortgage-Backed Securities
(Identified Cost $73,184,414)				75,026,382
Other Agencies - 2.5%
Freddie Mac, 1.75%, 5/30/2019		30,000,000		30,037,740
Freddie Mac, 1.25%, 10/2/2019		15,000,000		14,630,040
Total Other Agencies
(Identified Cost $44,777,027)				44,667,780
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $117,961,441)				119,694,162
U.S. GOVERNMENT SECURITIES - 4.9%
U.S. Treasury Bills - 4.9%
U.S. Treasury Bill8,9, 0.07%, 7/23/2015
(Identified Cost $86,345,610)		86,390,000		86,339,721
SHORT-TERM INVESTMENT - 2.0%
Dreyfus Cash Management, Inc. - Institutional Shares10, 0.03%,
(Identified Cost $34,565,772)		34,565,772		34,565,772
TOTAL INVESTMENTS - 99.0%
(Identified Cost $1,631,109,787)				1,744,296,843
OTHER ASSETS, LESS LIABILITIES - 1.0%				16,801,998
NET ASSETS - 100%			$	1,761,098,841
CALL OPTIONS WRITTEN - 0.0%##
Twenty-First Century Fox, Inc. - Class A, Strike $33.00, Expiring November 22, 2014,
(Premiums Received $435,819)		4,075	$	(819,075	)
PUT OPTIONS WRITTEN - 0.0%##
Amazon.com, Inc., Strike $260.00, Expiring November 22, 2014,		376		(10,528	)
Facebook, Inc. - Class A, Strike $66.00, Expiring November 22, 2014,		1,316		(18,424	)
Google, Inc. - Class A, Strike $490.00, Expiring November 22, 2014,		158		(2,844	)
Google, Inc. - Class C, Strike $490.00, Expiring November 22, 2014,		161		(3,542	)
Time Warner, Inc., Strike $74.00, Expiring November 7, 2014,		721		(2,163	)
TOTAL PUT OPTIONS WRITTEN
(Premiums Received $199,070)				(37,501	)

FUTURES CONTRACTS: LONG POSITIONS OPEN AT OCTOBER 31, 2014:
CONTRACTS   PURCHASED	ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE4		UNREALIZED         APPRECIATION          (DEPRECIATION)
345	U.S. Treasury Notes (5 Year)	CBOT	December 2014		41,203,242	$	(62,501	)
3,109	U.S. Treasury Notes (2 Year)	CBOT	December 2014		682,619,812		1,813,748
71	U.S. Ultra Treasury Bonds	CBOT	December 2014		11,133,688		98,811
905	Euro Dollar Futures	CME	June 2015		225,367,625		100,231
Total							1,950,289

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

86

Investment Portfolio - October 31, 2014

FUTURES CONTRACTS: SHORT POSITIONS OPEN AT OCTOBER 31, 2014:
CONTRACTS SOLD	ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE4	UNREALIZED DEPRECIATION
306	U.S. Treasury Bonds (30 Year)	CBOT	December 2014	43,174,687	$	(538,367	)
357	U.S. Treasury Notes (10 Year)	CBOT	December 2014	45,110,297		(159,992	)
123	Euro Dollar Futures	CME	June 2016	30,342,563		(72,706	)
269	Euro Dollar Futures	CME	September 2016	66,187,450		(165,779	)
250	Euro Dollar Futures	CME	December 2016	61,356,250		(149,413	)
232	Euro Dollar Futures	CME	March 2017	56,816,800		(132,947	)
271	Euro Dollar Futures	CME	June 2017	66,235,788		(151,593	)
252	Euro Dollar Futures	CME	September 2017	61,491,150		(133,939	)
252	Euro Dollar Futures	CME	December 2017	61,396,650		(134,540	)
253	Euro Dollar Futures	CME	March 2018	61,567,550		(141,604	)
128	Euro Dollar Futures	CME	June 2018	31,116,800		(36,095	)
Total					$	(1,816,975	)

ADR - American Depositary Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CBOT - Chicago Board of Trade

CLP - Chilean Peso

CME - Chicago Mercantile Exchange

EUR - Euro

GBP - British Pound

IDR - Indonesian Rupiah

IO - Interest only

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

SGD - Singapore Dollar

*Non-income producing security.

##Less than 0.1%.

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 The rate shown is a fixed rate as of October 31, 2014; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2015 to 2022.

⁴ Amount is stated in USD unless otherwise noted.

⁵ 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 $99,885,747 or 5.7%, of the Series’ net assets as of October 31, 2014 (see Note 2 to the financial statements).

⁶ The coupon rate is floating and is the effective rate as of October 31, 2014.

⁷ Represents a Payment-In-Kind bond.

⁸ All or a portion of security has been pledged in connection with outstanding futures contracts.

⁹ Represents the annualized yield at time of purchase.

¹⁰ Rate shown is the current yield as of October 31, 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.

87

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

October 31, 2014

ASSETS:
Investments, at value (identified cost $1,631,109,787) (Note 2)	$	1,744,296,843
Deposits at broker for futures contracts		17,269,384
Receivable for securities sold		11,431,818
Interest receivable		5,573,626
Receivable for fund shares sold		1,740,394
Dividends receivable		650,276
Variation margin receivable on futures contracts		116,872
Foreign tax reclaims receivable		377,503
TOTAL ASSETS		1,781,456,716
LIABILITIES:
Options written, at value (premiums received $634,889) (Note 2)		856,576
Accrued foreign capital gains tax (Note 2)		1,334
Accrued management fees (Note 3)		1,100,732
Accrued shareholder services fees (Class S) (Note 3)		181,769
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		161,937
Accrued fund accounting and administration fees (Note 3)		84,088
Accrued transfer agent fees (Note 3)		26,612
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for fund shares repurchased		12,091,208
Payable for securities purchased		5,710,454
Other payables and accrued expenses		142,758
TOTAL LIABILITIES		20,357,875
TOTAL NET ASSETS	$	1,761,098,841
NET ASSETS CONSIST OF:
Capital stock	$	1,249,795
Additional paid-in-capital		1,469,885,988
Undistributed net investment income		7,131,536
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		169,773,794
Net unrealized appreciation on investments (net of foreign capital gains tax of $1,334), foreign currency and translation of other assets and liabilities		113,057,728
TOTAL NET ASSETS	$	1,761,098,841

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

88

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

October 31, 2014

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($872,014,027/47,703,482 shares)	$	18.28
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($659,330,897/58,335,442 shares)	$	11.30
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($164,190,947/13,743,914 shares)	$	11.95
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($65,562,970/5,196,705 shares)	$	12.62

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

89

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

For the Year Ended October 31, 2014

INVESTMENT INCOME:
Interest	$	19,181,536
Dividends (net of foreign taxes withheld, $694,097)		16,067,557
Total Investment Income		35,249,093
EXPENSES:
Management fees (Note 3)		12,580,921
Shareholder services fees (Class S) (Note 3)		2,144,937
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		1,486,766
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		315,913
Fund accounting and administration fees (Note 3)		299,718
Transfer agent fees (Note 3)		202,654
Directors’ fees (Note 3)		37,271
Chief Compliance Officer service fees (Note 3)		3,161
Custodian fees		136,524
Miscellaneous		313,367
Total Expenses		17,521,232
NET INVESTMENT INCOME		17,727,861
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		172,845,906
Futures contracts		(1,415,315	)
Options Written		(672,707	)
Foreign currency and translation of other assets and liabilities		112,831
		170,870,715
Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $1,054)		(77,740,758	)
Futures contracts		133,314
Options Written		(221,687	)
Foreign currency and translation of other assets and liabilities		(57,860	)
		(77,886,991	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		92,983,724
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	110,711,585

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

90

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

	FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	17,727,861		$	14,935,581
Net realized gain (loss) on investments and foreign currency		170,870,715			98,095,333
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(77,886,991	)		117,871,661
Net increase from operations		110,711,585			230,902,575
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(5,851,421	)		(6,514,289	)
From net investment income (Class I)		(8,724,840	)		(7,101,607	)
From net investment income (Class C)		(706,642	)		(592,034	)
From net investment income (Class R)		(534,624	)		(435,307	)
From net realized gain on investments (Class S)		(41,050,473	)		(24,653,573	)
From net realized gain on investments (Class I)		(43,085,027	)		(18,872,811	)
From net realized gain on investments (Class C)		(9,510,512	)		(3,954,106	)
From net realized gain on investments (Class R)		(4,118,550	)		(1,729,274	)
Total distributions to shareholders		(113,582,089	)		(63,853,001	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		212,524,069			38,586,025
Net increase in net assets		209,653,565			205,635,599
NET ASSETS:
Beginning of year		1,551,445,276			1,345,809,677
End of year (including undistributed net investment income of $7,131,536 and $5,234,197, respectively)	$	1,761,098,841		$	1,551,445,276

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

91

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

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	18.10		$	16.01		$	15.46		$	15.16		$	13.32
Income from investment operations:
Net investment income1		0.19			0.17			0.19			0.23			0.22
Net realized and unrealized gain on investments		1.02			2.56			1.01			0.26			1.78
Total from investment operations		1.21			2.73			1.20			0.49			2.00
Less distributions to shareholders:
From net investment income		(0.13	)		(0.14	)		(0.19	)		(0.19	)		(0.16	)
From net realized gain on investments		(0.90	)		(0.50	)		(0.46	)		—			—
Total distributions to shareholders		(1.03	)		(0.64	)		(0.65	)		(0.19	)		(0.16	)
Net asset value - End of year	$	18.28		$	18.10		$	16.01		$	15.46		$	15.16
Net assets - End of year (000’s omitted)	$	872,014		$	820,370		$	792,804		$	716,536		$	676,524
Total return2		7.08	%		17.56	%		8.26	%		3.26	%		15.17	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.06	%		1.06	%		1.07	%		1.08	%		1.07	%
Net investment income		1.04	%		1.03	%		1.20	%		1.49	%		1.52	%
Series portfolio turnover		65	%		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	%3

¹Calculated based on average shares outstanding during the years.

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

³Less than 0.01%.

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

92

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

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.60		$	10.50		$	10.38		$	10.26		$	9.08
Income from investment operations:
Net investment income1		0.15			0.14			0.15			0.18			0.17
Net realized and unrealized gain on investments		0.62			1.64			0.66			0.17			1.22
Total from investment operations		0.77			1.78			0.81			0.35			1.39
Less distributions to shareholders:
From net investment income		(0.17	)		(0.18	)		(0.23	)		(0.23	)		(0.21	)
From net realized gain on investments		(0.90	)		(0.50	)		(0.46	)		—			—
Total distributions to shareholders		(1.07	)		(0.68	)		(0.69	)		(0.23	)		(0.21	)
Net asset value - End of year	$	11.30		$	11.60		$	10.50		$	10.38		$	10.26
Net assets - End of year (000’s omitted)	$	659,331		$	547,522		$	429,157		$	321,632		$	278,210
Total return2		7.32	%		17.80	%		8.60	%		3.43	%		15.39	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.81	%		0.81	%		0.82	%		0.83	%		0.83	%
Net investment income		1.29	%		1.27	%		1.45	%		1.74	%		1.76	%
Series portfolio turnover		65	%		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	%3

¹Calculated based on average shares outstanding during the years.

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

³Less than 0.01%.

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

93

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

	FOR THE YEARS ENDED												FOR THE PERIOD 1/4/101 TO 10/31/10
	10/31/14			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	$	12.21		$	11.02		$	10.86		$	10.74		$	10.00
Income from investment operations:
Net investment income2		0.03			0.03			0.05			0.08			0.06
Net realized and unrealized gain on investments		0.67			1.73			0.70			0.19			0.73
Total from investment operations		0.70			1.76			0.75			0.27			0.79
Less distributions to shareholders:
From net investment income		(0.06	)		(0.07	)		(0.13	)		(0.15	)		(0.05	)
From net realized gain on investments		(0.90	)		(0.50	)		(0.46	)		—			—
Total distributions to shareholders		(0.96	)		(0.57	)		(0.59	)		(0.15	)		(0.05	)
Net asset value - End of period	$	11.95		$	12.21		$	11.02		$	10.86		$	10.74
Net assets - End of period (000’s omitted)	$	164,191		$	124,854		$	85,588		$	68,436		$	29,468
Total return3		6.28	%		16.65	%		7.51	%		2.49	%		7.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.81	%		1.81	%		1.82	%		1.83	%		1.83	%4
Net investment income		0.29	%		0.27	%		0.44	%		0.71	%		0.75	%4
Series portfolio turnover		65	%		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 periods.

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

94

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

	FOR THE YEARS ENDED												FOR THE PERIOD 6/30/101 TO 10/31/10
	10/31/14			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	$	12.83		$	11.54		$	11.36		$	11.22		$	10.00
Income from investment operations:
Net investment income2		0.10			0.09			0.10			0.11			0.02
Net realized and unrealized gain on investments		0.70			1.82			0.74			0.23			1.20
Total from investment operations		0.80			1.91			0.84			0.34			1.22
Less distributions to shareholders:
From net investment income		(0.11	)		(0.12	)		(0.20	)		(0.20	)		—
From net realized gain on investments		(0.90	)		(0.50	)		(0.46	)		—			—
Total distributions to shareholders		(1.01	)		(0.62	)		(0.66	)		(0.20	)		—
Net asset value - End of period	$	12.62		$	12.83		$	11.54		$	11.36		$	11.22
Net assets - End of period (000’s omitted)	$	65,563		$	58,700		$	38,261		$	8,281		$	112
Total return3		6.81	%		17.28	%		8.03	%		3.04	%		12.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.31	%		1.31	%		1.33	%		1.33	%		1.33	%4
Net investment income		0.79	%		0.77	%		0.90	%		0.97	%		0.43	%4
Series portfolio turnover		65	%		64	%		58	%		65	%		62	%

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.

95

Performance Update - Pro-Blend^® Maximum Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class S3		8.80	%		12.10	%		7.87	%		9.46	%
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class I3,4		9.10	%		12.38	%		8.04	%		9.55	%
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class C3,5		8.06	%		11.27	%		7.09	%		8.71	%
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class R3,5		8.53	%		11.84	%		7.63	%		9.25	%
Russell 3000® Index6		16.07	%		17.01	%		8.55	%		8.91	%
65/20/15 Blended Index7		10.95	%		12.99	%		7.81	%		8.04	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc.- Pro-Blend^® Maximum Term Series - Class S for the ten years ended October 31, 2014 to the Russell 3000^® Index and the 65/20/15 Blended Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2014, this net expense ratio was 1.07% for Class S, 0.82% for Class I, 1.82% for Class C and 1.32% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.07% for Class S, 0.82% for Class I, 1.82% for Class C and 1.32% for Class R for the year ended October 31, 2014.

⁴For the periods through the inception of Class I on March 28, 2008, performance is based on the hypothetical performance of Class S shares. Because Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁵For periods through the inception of Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S adjusted for expense differences.

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

96

Performance Update - Pro-Blend^® Maximum Term Series

(unaudited)

⁷The 65/20/15 Blended Index is 65% Russell 3000^® Index (Russell 3000), 20% MSCI ACWI ex USA Index (ACWIxUS), and 15% Barclays U.S. Aggregate Bond Index (BAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets and consists of 44 developed and emerging market country indices outside the U.S. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/ 1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends, thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value-weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative indices.

97

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 (May 1, 2014 to October 31, 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                   5/1/14	ENDING  ACCOUNT VALUE                   10/31/14	EXPENSES PAID  DURING PERIOD   5/1/14-10/31/14*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,015.60	$5.44	1.07%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.81	$5.45	1.07%
Class I
Actual	$1,000.00	$1,016.40	$4.17	0.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.07	$4.18	0.82%
Class C
Actual	$1,000.00	$1,012.00	$9.23	1.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.03	$9.25	1.82%
Class R
Actual	$1,000.00	$1,014.00	$6.70	1.32%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.55	$6.72	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 184/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which are based on one-year data.

98

Portfolio Composition - Pro-Blend^® Maximum Term Series

As of October 31, 2014 (unaudited)

Sector Allocation2
Consumer Discretionary		21.6%
Information Technology		15.2%
Consumer Staples		12.7%
Health Care		11.8%
Energy		11.5%
Industrials		8.0%
Materials	��	6.7%
Financials		6.5%
Telecommunication Services		0.3%
Utilities		0.1%
2Including common stocks and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings3
Cerner Corp.	2.5%
EMC Corp.	2.3%
Monsanto Co.	2.1%
Cameron International Corp.	1.8%
General Electric Co.	1.8%
Juniper Networks, Inc.	1.7%
AMC Networks, Inc. - Class A	1.6%
eBay, Inc.	1.6%
Fastenal Co.	1.5%
Anheuser-Busch InBev N.V. (Belgium)	1.4%
3As a percentage of total investments.

99

Investment Portfolio - October 31, 2014

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 90.0%
Consumer Discretionary - 21.1%
Auto Components - 0.1%
F.C.C. Co. Ltd. (Japan)1		7,700	$	131,045
Halla Holdings Corp. (South Korea)1		1,468		97,070
Hankook Tire Co. Ltd. (South Korea)1		9,740		501,842
Mando Corp. (South Korea)*1		1,602		302,044
Musashi Seimitsu Industry Co. Ltd. (Japan)1		8,100		159,018
Nissin Kogyo Co. Ltd. (Japan)1		11,000		170,009
				1,361,028
Automobiles - 0.0%##
Hyundai Motor Co. (South Korea)1		1,560		247,543
Toyota Motor Corp. (Japan)1		2,400		144,425
				391,968
Diversified Consumer Services - 1.0%
Apollo Education Group, Inc.*		364,442		10,444,908
Kroton Educacional S.A. (Brazil)		142,242		1,013,759
				11,458,667
Hotels, Restaurants & Leisure - 1.6%
Accor S.A. (France)1		14,980		629,344
Arcos Dorados Holdings, Inc. - Class A (Argentina)		27,360		168,538
Darden Restaurants, Inc.		14,540		752,881
Hyatt Hotels Corp. - Class A*		3,810		225,628
Whistler Blackcomb Holdings, Inc. (Canada)		8,110		136,936
Whitbread plc (United Kingdom)1		11,030		771,004
Yum! Brands, Inc.		232,620		16,709,095
				19,393,426
Household Durables - 1.4%
DR Horton, Inc.		227,004		5,173,421
Lennar Corp. - Class A		117,542		5,063,709
LG Electronics, Inc. (South Korea)1		8,820		538,652
Nikon Corp. (Japan)1		30,000		411,050
PulteGroup, Inc		22,370		429,280
Toll Brothers, Inc.*		142,060		4,538,817
TRI Pointe Homes, Inc.*		8,330		114,038
WCI Communities, Inc.*		3,200		60,032
				16,328,999
Internet & Catalog Retail - 4.2%
Amazon.com, Inc.*		35,160		10,739,974
ASOS plc (United Kingdom)*1		15,430		657,942
Expedia, Inc.		9,090		772,377
Groupon, Inc.*		292,280		2,136,567
HomeAway, Inc.*		185,700		6,480,930
MakeMyTrip Ltd. (India)*		8,850		266,695
Ocado Group plc (United Kingdom)*1		26,000		103,568
The Priceline Group, Inc.*		8,840		10,662,896
Rakuten, Inc. (Japan)1		57,010		642,872
Shutterfly, Inc.*		234,950		9,827,959
TripAdvisor, Inc.*		94,900		8,413,834
				50,705,614
Media - 10.9%
AMC Networks, Inc. - Class A*		315,405		19,129,313
British Sky Broadcasting Group plc (United Kingdom)1		36,480		517,002
Discovery Communications, Inc. - Class A*		32,520		1,149,582
Gannett Co., Inc		474,420		14,944,230
Global Mediacom Tbk PT (Indonesia)1		972,390		157,819
ITV plc (United Kingdom)1		29,510		95,868
Lamar Advertising Co. - Class A		3,770		194,721
Liberty Global plc - Class A - ADR (United Kingdom)*		133,010		6,047,965
Liberty Global plc - Class C - ADR (United Kingdom)*		136,440		6,067,487
Mediaset Espana Comunicacion S.A. (Spain)*1		87,380		1,096,998
Modern Times Group AB - Class B (Sweden)1		3,520		108,824
Morningstar, Inc.		15,080		1,029,210
Nexstar Broadcasting Group, Inc. - Class A		120,790		5,450,045
ProSiebenSat.1 Media AG (Germany)1		2,640		106,646
Reed Elsevier plc - ADR (United Kingdom)		3,805		250,141
Sinclair Broadcast Group, Inc. - Class A		381,430		11,080,541
Societe Television Francaise 1 (France)1		27,303		407,047
Starz - Class A*		355,270		10,977,843
Time Warner, Inc.		109,080		8,668,588
Tribune Media Co. - Class A*		103,802		6,954,734
Twenty-First Century Fox, Inc. - Class A		492,860		16,993,813
Viacom, Inc. - Class B		231,380		16,816,698
World Wrestling Entertainment, Inc. - Class A		155,810		1,924,253
				130,169,368
Multiline Retail - 0.0%##
Marks & Spencer Group plc (United Kingdom)1		28,500		185,586
Specialty Retail - 0.6%
American Eagle Outfitters, Inc.		115,770		1,489,960
Belle International Holdings Ltd. (Hong Kong)1		666,900		848,647

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

100

Investment Portfolio - October 31, 2014

PRO-BLEND® MAXIMUM TERM SERIES		SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Specialty Retail (continued)
China ZhengTong Auto Services Holdings Ltd. (China)1			542,000	$	307,044
Dick’s Sporting Goods, Inc.			37,210		1,688,218
Groupe Fnac S.A. (France)*1			246		10,343
Hennes & Mauritz AB - Class B (Sweden)1			6,720		268,125
Kingfisher plc (United Kingdom)1			296,280		1,435,312
Komeri Co. Ltd. (Japan)1			20,000		449,591
Sa Sa International Holdings Ltd. (Hong Kong)1			678,000		468,743
					6,965,983
Textiles, Apparel & Luxury Goods - 1.3%
Adidas AG (Germany)1			4,250		309,680
Daphne International Holdings Ltd. (China)1			530,000		266,798
Gildan Activewear, Inc. (Canada)			19,980		1,191,407
Kering (France)1			1,965		379,215
lululemon athletica, Inc.*			318,056		13,247,032
					15,394,132
	��
Total Consumer Discretionary					252,354,771
Consumer Staples - 12.5%
Beverages - 5.1%
AMBEV S.A. - ADR (Brazil)*			2,562,170		17,115,296
Anheuser-Busch InBev N.V. (Belgium)1			155,670		17,262,911
Carlsberg A/S - Class B (Denmark)1			5,890		519,490
Cia Cervecerias Unidas S.A. - ADR (Chile)			17,290		368,450
The Coca-Cola Co.			269,090		11,269,489
Diageo plc (United Kingdom)1			417,350		12,308,595
Monster Beverage Corp.*			9,980		1,006,782
Remy Cointreau S.A. (France)1			1,410		100,346
SABMiller plc (United Kingdom)1			7,970		450,805
Treasury Wine Estates Ltd. (Australia)1			133,438		544,824
Tsingtao Brewery Co. Ltd. - Class H (China)1			70,000		517,453
					61,464,441
Food & Staples Retailing - 0.7%
Carrefour S.A. (France)1			23,158		678,768
Casino Guichard-Perrachon S.A. (France)1			2,060		211,219
Dairy Farm International Holdings Ltd. (Hong Kong)1			35,100		336,960
Raia Drogasil S.A. (Brazil)			14,500		131,605
Tesco plc (United Kingdom)1			2,144,780		5,953,861
Wal-Mart de Mexico S.A.B. de C.V. - Class V (Mexico)			143,500		332,795
					7,645,208
Food Products - 3.8%
Biostime International Holdings Ltd. (China)1			86,250		195,296
Charoen Pokphand Foods PCL (Thailand)1			919,490		882,575
Danone S.A. (France)1			115,613		7,900,122
Dean Foods Co.			77,860		1,145,321
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)			128,690		378,437
Ingredion, Inc.			133,030		10,276,567
Keurig Green Mountain, Inc.			10,830		1,643,453
M Dias Branco S.A. (Brazil)			4,800		186,661
Nestle S.A. (Switzerland)1			160,357		11,759,643
Tiger Brands Ltd. (South Africa)1			9,470		285,036
Unilever plc - ADR (United Kingdom)			279,650		11,250,319
					45,903,430
Household Products - 1.0%
Energizer Holdings, Inc.			89,800		11,013,970
Reckitt Benckiser Group plc (United Kingdom)1			4,810		405,113
					11,419,083
Personal Products - 0.9%
Beiersdorf AG (Germany)1			134,290		10,888,065
Natura Cosmeticos S.A. (Brazil)			19,030		276,476
					11,164,541
Tobacco - 1.0%
Gudang Garam Tbk PT (Indonesia)1			80,390		384,703
Imperial Tobacco Group plc (United Kingdom)1			250,930		10,900,815
Swedish Match AB (Sweden)1			18,120		589,209
					11,874,727
Total Consumer Staples					149,471,430
Energy - 11.0%
Energy Equipment & Services - 5.5%
Baker Hughes, Inc.			296,860		15,721,705
Cameron International Corp.*			356,165		21,209,626
CGG S.A. (France)*1			9,572		55,302
Core Laboratories N.V. - ADR			1,340		186,970
Oceaneering International, Inc.			1,880		132,108
Petroleum Geo-Services ASA (Norway)1			18,560		92,184
Saipem S.p.A. (Italy)*1			15,450		241,869
Schlumberger Ltd.			173,700		17,137,242
Spectrum ASA (Norway)1			42,030		197,775
SPT Energy Group, Inc. (China)1			324,000		102,075
TGS Nopec Geophysical Co. ASA (Norway)1			23,780		554,735

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

101

Investment Portfolio - October 31, 2014

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Trican Well Service Ltd. (Canada)		12,190	$	109,240
Weatherford International plc - ADR*		656,920		10,786,626
				66,527,457
Oil, Gas & Consumable Fuels - 5.5%
Apache Corp.		109,848		8,480,266
Cameco Corp. (Canada)		104,555		1,817,166
Cloud Peak Energy, Inc.*		102,720		1,229,558
Cosan S.A. Industria e Comercio (Brazil)		7,920		110,558
Encana Corp. (Canada)		283,250		5,276,947
EOG Resources, Inc.		113,239		10,763,367
Hess Corp.		199,280		16,900,937
Koninklijke Vopak N.V. (Netherlands)1		7,208		361,476
Pacific Rubiales Energy Corp. (Colombia)		20,850		314,494
Peabody Energy Corp.		1,222,850		12,754,325
Petroleo Brasileiro S.A. - ADR (Brazil)		38,190		467,064
Range Resources Corp.		82,650		5,653,260
Royal Dutch Shell plc - Class B (Netherlands)1		17,214		635,976
Talisman Energy, Inc. (Canada)		114,602		731,102
Whitehaven Coal Ltd. (Australia)*1		77,210		103,548
				65,600,044
Total Energy				132,127,501
Financials - 4.7%
Banks - 0.9%
Hong Leong Financial Group Berhad (Malaysia)1		105,620		581,168
HSBC Holdings plc (United Kingdom)1		29,610		301,883
ICICI Bank Ltd. - ADR (India)		6,670		375,921
Popular, Inc.*		260,528		8,305,633
Sumitomo Mitsui Trust Holdings, Inc. (Japan)1		92,000		375,611
Synovus Financial Corp.		34,149		866,019
				10,806,235
Capital Markets - 0.2%
CETIP S.A. - Mercados Organizados (Brazil)		12,110		153,458
Daiwa Securities Group, Inc. (Japan)1		60,000		474,178
Financial Engines, Inc.		36,820		1,468,013
				2,095,649
Consumer Finance - 0.1%
SLM Corp.		135,510		1,294,121
Diversified Financial Services - 0.1%
Berkshire Hathaway, Inc. - Class B*		980		137,357
JSE Ltd. (South Africa)1		35,430		344,993
MSCI, Inc.		25,637		1,196,222
				1,678,572
Insurance - 0.2%
Admiral Group plc (United Kingdom)1		20,300		434,360
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		56,630		170,262
Mapfre S.A. (Spain)1		196,550		673,980
Zurich Insurance Group AG (Switzerland)1		1,410		426,706
				1,705,308
Real Estate Investment Trusts (REITS) - 2.4%
Agree Realty Corp.		7,700		235,697
Alexandria Real Estate Equities, Inc.		2,880		239,040
Alstria Office REIT AG (Germany)1		74,270		922,064
American Campus Communities, Inc.		3,240		127,235
Apartment Investment & Management Co. - Class A		6,470		231,561
Associated Estates Realty Corp.		11,450		223,618
AvalonBay Communities, Inc.		1,300		202,592
BioMed Realty Trust, Inc.		10,420		226,322
Boston Properties, Inc.		1,230		155,903
Camden Property Trust		2,580		197,809
CatchMark Timber Trust, Inc. - Class A		11,880		138,996
CBL & Associates Properties, Inc.		61,921		1,184,549
CBS Outdoor Americas, Inc.		42,490		1,292,971
Chesapeake Lodging Trust		8,110		267,954
CoreSite Realty Corp.		5,760		213,235
Corporate Office Properties Trust		4,520		123,577
Crown Castle International Corp.		1,620		126,554
CubeSmart		6,970		146,719
DDR Corp.		11,000		199,540
Digital Realty Trust, Inc.		4,280		295,277
Duke Realty Corp.		10,720		203,251
DuPont Fabros Technology, Inc.		6,820		211,215
Education Realty Trust, Inc.		17,660		198,852
Equity Lifestyle Properties, Inc.		2,950		144,845
Equity One, Inc.		5,630		135,120
Equity Residential		3,120		217,027
Essex Property Trust, Inc.		1,100		221,936
Excel Trust, Inc.		10,030		130,390
Extra Space Storage, Inc.		2,160		125,626
Fibra Shop Portafolios Inmobiliarios SAPI de CV (Mexico)		70,020		95,102
General Growth Properties, Inc.		8,120		210,389
HCP, Inc.		7,450		327,577
Health Care REIT, Inc.		3,840		273,062
Healthcare Trust of America, Inc.		11,510		147,788

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

102

Investment Portfolio - October 31, 2014

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Home Properties, Inc.		2,140	$	137,623
Host Hotels & Resorts, Inc.		11,350		264,569
Inland Real Estate Corp.		12,860		136,445
Kimco Realty Corp.		14,220		354,789
Kite Realty Group Trust		10,167		263,224
Mack-Cali Realty Corp.		9,160		171,567
Mid-America Apartment Communities, Inc.		3,100		219,046
Pebblebrook Hotel Trust		6,900		293,940
Pennsylvania Real Estate Investment Trust		6,450		138,223
Physicians Realty Trust		15,000		230,100
Plum Creek Timber Co., Inc.		108,104		4,433,345
Potlatch Corp.		2,780		122,292
Public Storage		1,420		261,763
Rayonier, Inc.		3,770		126,182
Rouse Properties, Inc.		14,220		258,946
Saul Centers, Inc.		1,310		71,985
Scentre Group (Australia)*1		30,590		97,581
Simon Property Group, Inc.		4,200		752,682
Sovran Self Storage, Inc.		3,310		281,648
UDR, Inc.		7,040		212,819
Ventas, Inc.		3,690		252,802
Washington Prime Group, Inc.		8,665		152,764
Washington Real Estate Investment Trust		4,770		134,800
Westfield Corp. (Australia)1		51,450		361,540
Weyerhaeuser Co.		285,380		9,662,967
				28,787,035
Real Estate Management & Development - 0.8%
BR Malls Participacoes S.A. (Brazil)		17,330		139,177
Forest City Enterprises, Inc. - Class A*		9,690		202,424
Forestar Group, Inc.*		3,600		62,820
General Shopping Brasil S.A. (Brazil)*		94,380		257,099
Realogy Holdings Corp.*		227,944		9,347,983
				10,009,503
Total Financials				56,376,423
Health Care - 11.6%
Biotechnology - 0.3%
BioMarin Pharmaceutical, Inc.*		19,780		1,631,850
Green Cross Corp. (South Korea)1		4,349		556,583
Seattle Genetics, Inc.*		34,100		1,250,447
				3,438,880
Health Care Equipment & Supplies - 1.3%
BioMerieux (France)1		900		94,941
Carl Zeiss Meditec AG (Germany)1		16,500		443,966
HeartWare International, Inc.*		17,470		1,347,286
Intuitive Surgical, Inc.*		16,340		8,101,372
Neogen Corp.*		2,950		129,505
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		873,800		883,618
Thoratec Corp.*		50,990		1,385,908
Volcano Corp.*		366,190		3,705,843
				16,092,439
Health Care Providers & Services - 4.5%
Catamaran Corp.*		333,940		15,918,920
DaVita HealthCare Partners, Inc.*		208,780		16,299,455
Express Scripts Holding Co.*		168,670		12,957,229
Fresenius Medical Care AG & Co. KGaA (Germany)1		79,530		5,837,315
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		9,300		340,473
KPJ Healthcare Berhad (Malaysia)1		120,600		143,371
Life Healthcare Group Holdings Ltd. (South Africa)1		153,950		582,178
Odontoprev S.A. (Brazil)		179,170		647,149
Quest Diagnostics, Inc.		13,230		839,576
Universal Health Services, Inc. - Class B		7,470		774,714
				54,340,380
Health Care Technology - 2.5%
Cerner Corp.*		462,030		29,264,980
Life Sciences Tools & Services - 1.0%
Gerresheimer AG (Germany)1		7,180		399,509
QIAGEN N.V.*1		9,350		219,738
QIAGEN N.V. - ADR*		478,280		11,220,449
				11,839,696
Pharmaceuticals - 2.0%
AstraZeneca plc (United Kingdom)1		2,175		158,880
AstraZeneca plc - ADR (United Kingdom)		12,710		927,067
GlaxoSmithKline plc (United Kingdom)1		10,705		242,081
Johnson & Johnson		79,330		8,550,187
Novartis AG - ADR (Switzerland)		2,820		261,386
Novo Nordisk A/S - Class B (Denmark)1		6,870		310,543
Otsuka Holdings Co. Ltd. (Japan)1		4,800		168,375
Roche Holding AG (Switzerland)1		690		203,620
Sanofi (France)1		3,877		351,799
Sanofi - ADR (France)		266,100		12,304,464

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

103

Investment Portfolio - October 31, 2014

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Pharmaceuticals (continued)
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		6,650	$	375,525
				23,853,927
Total Health Care				138,830,302
Industrials - 7.2%
Airlines - 0.5%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		276,729		1,430,689
Latam Airlines Group S.A. - ADR (Chile)*		180,922		2,207,248
Republic Airways Holdings, Inc.*		138,520		1,734,270
Ryanair Holdings plc - ADR (Ireland)*		5,120		284,365
				5,656,572
Building Products - 0.7%
Owens Corning		250,830		8,041,610
Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)1		22,852		557,539
MiX Telematics Ltd. - ADR (South Africa)*		15,960		142,204
Rollins, Inc.		4,270		136,085
Tomra Systems ASA (Norway)1		29,600		221,618
				1,057,446
Electrical Equipment - 0.1%
Alstom S.A. (France)*1		14,500		506,097
Nexans S.A. (France)*1		5,316		161,981
Polypore International, Inc.*		2,970		130,442
Schneider Electric SE (France)1		8,020		631,864
				1,430,384
Industrial Conglomerates - 1.8%
General Electric Co.		815,460		21,047,023
Siemens AG (Germany)1		10,500		1,184,329
				22,231,352
Machinery - 1.9%
AGCO Corp.		4,630		205,155
ANDRITZ AG (Austria)1		8,610		416,071
Chart Industries, Inc.*		15,900		740,145
Deere & Co.		1,130		96,660
FANUC Corp. (Japan)1		4,541		800,287
Joy Global, Inc.		251,302		13,226,024
Kennametal, Inc.		2,270		87,645
Komatsu Ltd. (Japan)1		9,200		217,206
KUKA AG (Germany)1		2,140		134,871
Pall Corp.		4,110		375,736
Pentair plc (United Kingdom)		4,990		334,579
Sany Heavy Equipment International Holdings Co. Ltd. (China)*1		619,000		137,199
SKF AB - Class B (Sweden)1		16,800		336,965
Terex Corp.		27,340		786,572
Xylem, Inc.		150,574		5,474,871
				23,369,986
Professional Services - 0.1%
Experian plc (United Kingdom)1		22,420		337,109
SGS S.A. (Switzerland)1		206		452,896
				790,005
Road & Rail - 0.3%
Heartland Express, Inc.		34,070		856,520
Hertz Global Holdings, Inc.*		53,460		1,171,843
Kansas City Southern		1,530		187,869
Swift Transportation Co.*		38,480		950,456
Union Pacific Corp.		1,830		213,103
				3,379,791
Trading Companies & Distributors - 1.6%
Brenntag AG (Germany)1		11,082		537,716
Fastenal Co.		411,742		18,133,118
				18,670,834
Transportation Infrastructure - 0.1%
Wesco Aircraft Holdings, Inc.*		64,420		1,143,455
Total Industrials				85,771,435
Information Technology - 15.1%
Communications Equipment - 2.1%
Alcatel-Lucent - ADR (France)		111,650		334,950
ARRIS Group, Inc.*		53,190		1,596,764
Ixia*		131,560		1,266,923
Juniper Networks, Inc.		965,080		20,334,236
Palo Alto Networks, Inc.*		620		65,534
Polycom, Inc.*		63,360		828,749
				24,427,156
Electronic Equipment, Instruments & Components - 0.9%
Cognex Corp.*		3,180		125,801
FLIR Systems, Inc.		290,785		9,750,021
Hitachi Ltd. (Japan)1		97,000		762,175
Keyence Corp. (Japan)1		1,146		555,332
				11,193,329
Internet Software & Services - 3.2%
eBay, Inc.*		360,720		18,937,800
Facebook, Inc. - Class A*		50,850		3,813,241

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

104

Investment Portfolio - October 31, 2014

PRO-BLEND® MAXIMUM TERM SERIES		SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Internet Software & Services (continued)
Google, Inc. - Class A*			10,730	$	6,093,245
Google, Inc. - Class C*			11,100		6,205,788
NetEase, Inc. - ADR (China)			4,620		437,606
Q2 Holdings, Inc.*			45,840		691,726
Qihoo 360 Technology Co. Ltd. - ADR (China)*			18,556		1,354,217
Tencent Holdings Ltd. (China)1			29,500		474,132
Youku Tudou, Inc. - ADR (China)*			7,730		151,508
Zillow, Inc. - Class A*			5,530		601,277
	��				38,760,540
IT Services - 4.7%
Amdocs Ltd. - ADR			64,445		3,063,715
EVERTEC, Inc.			679,910		15,433,957
InterXion Holding N.V. - ADR (Netherlands)*			2,390		65,343
MasterCard, Inc. - Class A			144,320		12,086,800
VeriFone Systems, Inc.*			355,105		13,231,212
Visa, Inc. - Class A			51,000		12,312,930
					56,193,957
Semiconductors & Semiconductor Equipment - 0.0%##
GCL-Poly Energy Holdings Ltd. (Hong Kong)*1			388,000		130,765
REC Silicon ASA (Norway)*1			228,010		91,157
					221,922
Software - 1.8%
ANSYS, Inc.*			108,970		8,560,683
Aspen Technology, Inc.*			2,210		81,615
AVEVA Group plc (United Kingdom)1			56,646		1,391,865
Check Point Software Technologies Ltd. (Israel)*			950		70,537
Electronic Arts, Inc.*			228,340		9,355,090
Fortinet, Inc.*			2,469		64,317
Imperva, Inc.*			1,940		79,482
Nuance Communications, Inc.*			7,720		119,120
Proofpoint, Inc.*			1,500		66,060
SAP SE (Germany)1			13,420		914,376
Temenos Group AG (Switzerland)1			6,450		225,191
Totvs S.A. (Brazil)			41,329		602,447
					21,530,783
Technology Hardware, Storage & Peripherals - 2.4%
Canon, Inc. (Japan)1			10,000		306,802
EMC Corp.			941,140		27,038,952
Samsung Electronics Co. Ltd. (South Korea)1			1,260		1,469,340
Stratasys Ltd.*			1,100		132,396
					28,947,490
Total Information Technology					181,275,177
Materials - 6.6%
Chemicals - 5.2%
Akzo Nobel N.V. (Netherlands)1			1,630		108,699
BASF SE (Germany)1			7,250		640,611
FMC Corp.			13,320		763,902
Linde AG (Germany)1			5,330		983,678
Monsanto Co.			218,920		25,184,557
The Mosaic Co.			386,976		17,146,907
Novozymes A/S - Class B (Denmark)1			2,650		122,713
Potash Corp. of Saskatchewan, Inc. (Canada)			251,990		8,610,498
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)			21,185		502,720
Syngenta AG (Switzerland)1			1,362		421,209
Tronox Ltd. - Class A			280,580		6,784,424
Umicore S.A. (Belgium)1			9,350		366,973
Wacker Chemie AG (Germany)1			1,140		138,144
Yingde Gases Group Co. Ltd. (China)1			169,000		131,962
					61,906,997
Construction Materials - 0.1%
CRH plc (Ireland)1			13,570		301,527
Holcim Ltd. (Switzerland)1			2,810		199,439
					500,966
Metals & Mining - 1.3%
Alcoa, Inc			781,060		13,090,566
Alumina Ltd. (Australia)*1			221,510		320,148
Iluka Resources Ltd. (Australia)1			31,280		200,809
Impala Platinum Holdings Ltd. (South Africa)*1			28,240		205,973
Jastrzebska Spolka Weglowa S.A. (Poland)*1			20,710		177,974
Norsk Hydro ASA (Norway)1			75,723		423,967
Stillwater Mining Co.*			76,150		999,849
Teck Resources Ltd. - Class B (Canada)			25,174		397,246
ThyssenKrupp AG (Germany)*1			6,790		163,649
					15,980,181
Total Materials					78,388,144
Telecommunication Services - 0.2%
Diversified Telecommunication Services - 0.1%
Telefonica S.A. - ADR (Spain)			61,730		924,715

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

105

Investment Portfolio - October 31, 2014

PRO-BLEND® MAXIMUM TERM SERIES	SHARES/ PRINCIPAL AMOUNT3		VALUE (NOTE 2)
COMMON STOCKS (continued)
Telecommunication Services (continued)
Diversified Telecommunication Services (continued)
Telenor ASA - ADR (Norway)2		7,150	$	481,481
				1,406,196
Wireless Telecommunication Services - 0.1%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		29,240		713,748
China Mobile Ltd. (China)1		40,000		497,701
				1,211,449
Total Telecommunication Services				2,617,645
TOTAL COMMON STOCKS
(Identified Cost $1,004,996,441)				1,077,212,828
CORPORATE BONDS - 4.1%
Non-Convertible Corporate Bonds - 4.1%
Consumer Discretionary - 0.4%
Auto Components - 0.2%
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 3.50%, 3/15/2017		1,610,000		1,601,950
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.875%, 2/1/2022		310,000		318,525
				1,920,475
Diversified Consumer Services - 0.1%
Block Financial LLC, 5.50%, 11/1/2022		750,000		809,097
Household Durables - 0.0%##
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		425,000		416,500
Media - 0.1%
Cogeco Cable, Inc. (Canada)4, 4.875%, 5/1/2020		325,000		325,000
Columbus International, Inc. (Barbados)4, 7.375%, 3/30/2021		200,000		212,000
Gannett Co., Inc.4, 4.875%, 9/15/2021		320,000		322,400
				859,400
Multiline Retail - 0.0%##
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		400,000		383,551
			��
Specialty Retail - 0.0%##
The TJX Companies, Inc., 2.75%, 6/15/2021		300,000		299,506
Total Consumer Discretionary				4,688,529

	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples - 0.2%
Beverages - 0.0%##
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		375,000		454,771
Food & Staples Retailing - 0.1%
C&S Group Enterprises LLC4, 5.375%, 7/15/2022		305,000		305,000
KeHE Distributors LLC - KeHE Finance Corp.4, 7.625%, 8/15/2021		235,000		249,687
				554,687
Food Products - 0.1%
Pinnacle Operating Corp.4, 9.00%, 11/15/2020		425,000		457,937
Household Products - 0.0%##
Harbinger Group, Inc., 7.75%, 1/15/2022		265,000		268,975
Tobacco - 0.0%##
Vector Group Ltd., 7.75%, 2/15/2021		230,000		249,263
Total Consumer Staples				1,985,633
Energy - 0.4%
Energy Equipment & Services - 0.1%
Calfrac Holdings LP (Canada)4, 7.50%, 12/1/2020		310,000		316,200
Parker Drilling Co., 6.75%, 7/15/2022		325,000		295,750
Seventy Seven Operating LLC, 6.625%, 11/15/2019		195,000		193,050
Shelf Drilling Holdings Ltd. (United Arab Emirates)4, 8.625%, 11/1/2018		425,000		419,687
US Shale Solutions, Inc.4, 12.50%, 9/1/2017		160,000		144,000
				1,368,687
Oil, Gas & Consumable Fuels - 0.3%
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021		425,000		352,750
FTS International, Inc.4, 6.25%, 5/1/2022		195,000		184,275
Ithaca Energy, Inc. (United Kingdom)4, 8.125%, 7/1/2019		200,000		172,000
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		380,000		397,575
Petrobras Global Finance B.V. (Brazil)5, 1.852%, 5/20/2016		1,300,000		1,300,000
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019		350,000		425,215

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

106

Investment Portfolio - October 31, 2014

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		290,000	$	303,775
				3,135,590
Total Energy				4,504,277
Financials - 1.8%
Banks - 0.4%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)5, 9.00%, 5/29/2049		600,000		648,480
Banco Santander S.A. (Spain)5, 6.375%, 5/29/2049		600,000		589,650
Barclays plc (United Kingdom)5, 6.625%, 6/29/2049		500,000		478,500
BBVA Bancomer S.A. (Mexico)4, 6.75%, 9/30/2022		500,000		566,250
Citigroup, Inc., 8.50%, 5/22/2019		299,000		375,161
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		390,000		406,022
Intesa Sanpaolo S.p.A. (Italy)4, 5.017%, 6/26/2024		500,000		488,657
Lloyds Bank plc (United Kingdom)4, 6.50%, 9/14/2020		335,000		387,441
Popular, Inc., 7.00%, 7/1/2019		415,000		418,113
				4,358,274
Capital Markets - 0.3%
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		430,000		485,900
The Goldman Sachs Group, Inc.5, 1.836%, 11/29/2023		380,000		392,248
Morgan Stanley, 2.125%, 4/25/2018		390,000		391,080
Morgan Stanley, 5.75%, 1/25/2021		345,000		396,149
UBS AG (Switzerland)5, 7.25%, 2/22/2022		600,000		648,930
UBS AG (Switzerland)5, 4.75%, 5/22/2023		730,000		738,213
				3,052,520
Consumer Finance - 0.3%
Ally Financial, Inc., 6.75%, 12/1/2014		425,000		426,275
Capital One Bank USA National Association, 2.15%, 11/21/2018		790,000		787,304
CNG Holdings, Inc.4, 9.375%, 5/15/2020		425,000		319,813
Discover Bank, 4.20%, 8/8/2023		800,000		838,204
Navient Corp., 6.00%, 1/25/2017		1,390,000		1,466,450
Navient Corp., 6.125%, 3/25/2024		295,000		304,590
				4,142,636
Diversified Financial Services - 0.2%
ING Bank N.V. (Netherlands)4, 5.80%, 9/25/2023		500,000		556,461
ING Bank N.V. (Netherlands)5, 4.125%, 11/21/2023		723,000		740,663
Jefferies Finance LLC - JFIN Co-Issuer Corp.4, 7.375%, 4/1/2020		425,000		422,875
Jefferies Finance LLC - JFIN Co-Issuer Corp.4, 7.50%, 4/15/2021		330,000		328,350
Jefferies Finance LLC - JFIN Co-Issuer Corp.4, 6.875%, 4/15/2022		200,000		193,500
Jefferies Group LLC, 5.125%, 4/13/2018		385,000		417,265
				2,659,114
Insurance - 0.4%
Aegon N.V. (Netherlands)5, 2.549%, 7/29/2049		500,000		446,250
American International Group, Inc., 4.875%, 6/1/2022		700,000		780,773
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		950,000		988,697
AXA S.A. (France)5, 2.663%, 8/29/2049		350,000		316,750
Genworth Holdings, Inc., 7.625%, 9/24/2021		790,000		962,940
Genworth Holdings, Inc.5, 6.15%, 11/15/2066		450,000		384,750
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		350,000		391,117
				4,271,277
Real Estate Investment Trusts (REITS) - 0.1%
American Tower Corp., 3.40%, 2/15/2019		500,000		511,421
Corrections Corp. of America, 4.125%, 4/1/2020		285,000		280,725
DuPont Fabros Technology LP, 5.875%, 9/15/2021		425,000		442,000
Qualitytech LP - QTS Finance Corp.4, 5.875%, 8/1/2022		210,000		211,050

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

107

Investment Portfolio - October 31, 2014

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Rialto Holdings LLC - Rialto Corp.4, 7.00%, 12/1/2018		275,000	$	281,188
				1,726,384
Real Estate Management & Development - 0.0%##
Forestar USA Real Estate Group, Inc.4, 8.50%, 6/1/2022		185,000		189,163
Thrifts & Mortgage Finance - 0.1%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		425,000		449,437
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.4, 5.875%, 8/1/2021		265,000		262,681
Prospect Holding Co. LLC - Prospect Holding Finance Co.4, 10.25%, 10/1/2018		195,000		175,500
Provident Funding Associates LP - PFG Finance Corp.4, 6.75%, 6/15/2021		425,000		423,937
				1,311,555
Total Financials				21,710,923
Health Care - 0.1%
Health Care Equipment & Supplies - 0.0%##
Halyard Health, Inc.4, 6.25%, 10/15/2022		205,000		209,613
Health Care Providers & Services - 0.1%
Fresenius US Finance II, Inc. (Germany)4, 9.00%, 7/15/2015		1,275,000		1,326,000
Total Health Care				1,535,613
Industrials - 0.8%
Aerospace & Defense - 0.0%##
DigitalGlobe, Inc.4, 5.25%, 2/1/2021		316,000		307,310
Airlines - 0.2%
Allegiant Travel Co., 5.50%, 7/15/2019		295,000		301,637
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B4, 6.375%, 1/2/2016		200,000		208,500
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		1,130,000		1,178,025
Gol LuxCo S.A. (Brazil)4, 8.875%, 1/24/2022		315,000		309,487
United Continental Holdings, Inc., 6.375%, 6/1/2018		425,000		444,125
				2,441,774
Commercial Services & Supplies - 0.0%##
Modular Space Corp.4, 10.25%, 1/31/2019		285,000		290,700
Machinery - 0.2%
CNH Industrial Capital LLC, 3.875%, 11/1/2015		1,040,000		1,053,000
CNH Industrial Capital LLC, 6.25%, 11/1/2016		425,000		449,438
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.4, 8.875%, 8/1/2020		425,000		460,063
Waterjet Holdings, Inc.4, 7.625%, 2/1/2020		250,000		261,250
				2,223,751
Trading Companies & Distributors - 0.4%
Air Lease Corp., 3.375%, 1/15/2019		280,000		283,500
Aircastle Ltd., 4.625%, 12/15/2018		425,000		431,375
Aviation Capital Group Corp.4, 3.875%, 9/27/2016		1,465,000		1,504,948
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		210,000		216,300
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		320,000		318,400
International Lease Finance Corp., 5.75%, 5/15/2016		560,000		583,800
International Lease Finance Corp.5, 2.184%, 6/15/2016		355,000		353,669
International Lease Finance Corp., 8.75%, 3/15/2017		865,000		973,125
				4,665,117
Total Industrials				9,928,652
Information Technology - 0.0%##
IT Services - 0.0%##
Xerox Corp., 2.80%, 5/15/2020		250,000		247,047
Materials - 0.2%
Chemicals - 0.0%##
Consolidated Energy Finance S.A. (Luxembourg)4, 6.75%, 10/15/2019		300,000		306,000

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

108

Investment Portfolio - October 31, 2014

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)4,5, 3.234%, 12/15/2019		295,000	$	288,363
PaperWorks Industries, Inc.4, 9.50%, 8/15/2019		205,000		209,613
				497,976
Metals & Mining - 0.1%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		255,000		314,925
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.4, 7.375%, 2/1/2020		275,000		287,375
				602,300
Paper & Forest Products - 0.0%##
International Paper Co., 7.50%, 8/15/2021		300,000		375,324
Total Materials				1,781,600
Telecommunication Services - 0.1%
Wireless Telecommunication Services - 0.1%
Altice Financing S.A. (Luxembourg)4, 6.50%, 1/15/2022		425,000		436,687
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		235,000		259,052
CPI International, Inc., 8.75%, 2/15/2018		205,000		212,688
UPCB Finance VI Ltd. (Netherlands)4, 6.875%, 1/15/2022		250,000		273,125
Total Telecommunication Services				1,181,552
Utilities - 0.1%
Independent Power and Renewable Electricity Producers - 0.1%
AES Corp.5, 3.234%, 6/1/2019		315,000		313,326
ContourGlobal Power Holdings S.A. (France)4, 7.125%, 6/1/2019		290,000		290,725
NRG Energy, Inc., 6.25%, 7/15/2022		260,000		271,700
RJS Power Holdings LLC4, 5.125%, 7/15/2019		200,000		199,000
Total Utilities				1,074,751
TOTAL CORPORATE BONDS
(Identified Cost $48,841,316)				48,638,577

	PRINCIPAL AMOUNT 3/ SHARES CONTRACTS		VALUE
COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.2%
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A45, 5.949%, 6/10/2046		690,415	$	729,705
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-CB16, Class A4, 5.552%, 5/12/2045		717,766		756,446
Wachovia Bank Commercial Mortgage Trust, Series 2006-C29, Class A4, 5.308%, 11/15/2048		1,078,798		1,152,020
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $2,716,134)				2,638,171
U.S. GOVERNMENT AGENCIES - 1.9%
Mortgage-Backed Securities - 1.0%
Fannie Mae, Pool #AH1300, 3.50%, 1/1/2026		1,577,856		1,669,787
Freddie Mac, Pool #J14734, 3.50%, 3/1/2026		2,859,971		3,026,510
Freddie Mac, Pool #G01931, 5.50%, 10/1/2035		2,767,624		3,098,222
Freddie Mac, Pool #G05888, 5.50%, 10/1/2039		2,925,774		3,283,922
Total Mortgage-Backed Securities
(Identified Cost $10,896,870)				11,078,441
Other Agencies - 0.9%
Fannie Mae, 0.875%, 8/28/2017
(Identified Cost $10,958,739)		11,000,000		10,973,006
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $21,855,609)				22,051,447
SHORT-TERM INVESTMENT - 3.5%
Dreyfus Cash Management, Inc. - Institutional Shares6, 0.03%,
(Identified Cost $42,024,442)		42,024,442		42,024,442
TOTAL INVESTMENTS - 99.7%
(Identified Cost $1,120,433,942)				1,192,565,465
OTHER ASSETS, LESS LIABILITIES - 0.3%				3,825,394
NET ASSETS - 100%			$	1,196,390,859

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

109

Investment Portfolio - October 31, 2014

ADR - American Depositary Receipt

*Non-income producing security.

##Less than 0.1%.

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

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

³Amount is stated in USD unless otherwise noted.

⁴Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $15,083,811, or 1.3%, of the Series’ net assets as of October 31, 2014 (see Note 2 to the financial statements).

⁵The coupon rate is floating and is the effective rate as of October 31, 2014.

⁶Rate shown is the current yield as of October 31, 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.

110

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

October 31, 2014

ASSETS:
Investments, at value (identified cost $1,120,433,942) (Note 2)	$	1,192,565,465
Receivable for securities sold		11,047,929
Receivable for fund shares sold		994,104
Dividends receivable		862,362
Interest receivable		845,231
Foreign tax reclaims receivable		390,197
TOTAL ASSETS		1,206,705,288
LIABILITIES:
Accrued management fees (Note 3)		737,671
Accrued shareholder services fees (Class S) (Note 3)		123,306
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		60,775
Accrued fund accounting and administration fees (Note 3)		43,904
Accrued transfer agent fees (Note 3)		39,534
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for fund shares repurchased		4,767,882
Payable for securities purchased		4,432,977
Other payables and accrued expenses		107,973
TOTAL LIABILITIES		10,314,429
TOTAL NET ASSETS	$	1,196,390,859
NET ASSETS CONSIST OF:
Capital stock	$	758,864
Additional paid-in-capital		964,255,856
Undistributed net investment income		2,244,175
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		157,025,833
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		72,106,131
TOTAL NET ASSETS	$	1,196,390,859

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

111

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

October 31, 2014

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($597,577,894/ 28,650,216 shares)	$	20.86
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($504,865,894/ 40,363,152 shares)	$	12.51
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($55,781,434/ 4,282,208 shares)	$	13.03
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($38,165,637/ 2,590,797 shares)	$	14.73

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

112

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

For the Year Ended October 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $626,874)	$	13,827,827
Interest		3,238,196
Total Investment Income		17,066,023
EXPENSES:
Management fees (Note 3)		8,416,823
Shareholder services fees (Class S) (Note 3)		1,453,461
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		463,913
Transfer agent fees (Note 3)		193,724
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		179,053
Fund accounting and administration fees (Note 3)		176,292
Directors’ fees (Note 3)		35,650
Chief Compliance Officer service fees (Note 3)		3,161
Custodian fees		82,818
Audit fees		77,322
Miscellaneous		201,001
Total Expenses		11,283,218
NET INVESTMENT INCOME		5,782,805
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		158,534,287
Foreign currency and translation of other assets and liabilities		(26,442	)
		158,507,845
Net change in unrealized appreciation on-
Investments		(73,402,242	)
Foreign currency and translation of other assets and liabilities		(35,553	)
		(73,437,795	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		85,070,050
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	90,852,855

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

113

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

	FOR THE YEAR ENDED 10/31/14			FOR THE YEAR ENDED 10/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	5,782,805		$	4,384,779
Net realized gain on investments and foreign currency		158,507,845			111,763,457
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(73,437,795	)		91,798,212
Net increase from operations		90,852,855			207,946,448
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(1,197,598	)		(1,021,448	)
From net investment income (Class I)		(3,252,876	)		(2,376,519	)
From net investment income (Class C)		(10,251	)		—
From net investment income (Class R)		(56,176	)		(34,515	)
From net realized gain on investments (Class S)		(45,579,989	)		(8,525,711	)
From net realized gain on investments (Class I)		(57,222,979	)		(8,772,271	)
From net realized gain on investments (Class C)		(4,860,616	)		(657,225	)
From net realized gain on investments (Class R)		(3,765,445	)		(458,009	)
Total distributions to shareholders		(115,945,930	)		(21,845,698	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		202,037,395			4,537,730
Net increase in net assets		176,944,320			190,638,480
NET ASSETS:
Beginning of year		1,019,446,539			828,808,059
End of year (including undistributed net investment income of $ 2,244,175 and $ 989,950, respectively)	$	1,196,390,859		$	1,019,446,539

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

114

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

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	21.01		$	17.00		$	15.66		$	15.59		$	13.35
Income from investment operations:
Net investment income1		0.09			0.08			0.06			0.10			0.08
Net realized and unrealized gain on investments		1.60			4.29			1.35			0.05			2.21
Total from investment operations		1.69			4.37			1.41			0.15			2.29
Less distributions to shareholders:
From net investment income		(0.04	)		(0.04	)		(0.07	)		(0.08	)		(0.05	)
From net realized gain on investments		(1.80	)		(0.32	)		—			—			—
Total distributions to shareholders		(1.84	)		(0.36	)		(0.07	)		(0.08	)		(0.05	)
Net asset value - End of year	$	20.86		$	21.01		$	17.00		$	15.66		$	15.59
Net assets - End of year (000’s omitted)	$	597,578		$	530,510		$	467,244		$	512,215		$	539,781
Total return2		8.80	%		26.13	%		9.04	%		0.94	%		17.17	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.07	%		1.07	%		1.09	%		1.09	%		1.10	%
Net investment income		0.45	%		0.43	%		0.36	%		0.59	%		0.54	%
Series portfolio turnover		74	%		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			0.00	%3

¹Calculated based on average shares outstanding during the years.

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

³Less than 0.01%.

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

115

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

	FOR THE YEARS ENDED
	10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.35		$	10.95		$	10.12		$	10.12		$	8.70
Income from investment operations:
Net investment income1		0.09			0.08			0.06			0.09			0.08
Net realized and unrealized gain on investments		0.96			2.72			0.88			0.03			1.43
Total from investment operations		1.05			2.80			0.94			0.12			1.51
Less distributions to shareholders:
From net investment income		(0.09	)		(0.08	)		(0.11	)		(0.12	)		(0.09	)
From net realized gain on investments		(1.80	)		(0.32	)		—			—			—
Total distributions to shareholders		(1.89	)		(0.40	)		(0.11	)		(0.12	)		(0.09	)
Net asset value - End of year	$	12.51		$	13.35		$	10.95		$	10.12		$	10.12
Net assets - End of year (000’s omitted)	$	504,866		$	418,785		$	320,999		$	210,597		$	190,344
Total return2		9.10	%		26.35	%		9.42	%		1.14	%		17.47	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.82	%		0.82	%		0.84	%		0.84	%		0.85	%
Net investment income		0.70	%		0.66	%		0.57	%		0.83	%		0.81	%
Series portfolio turnover		74	%		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			0.00	%3

¹Calculated based on average shares outstanding during the years.

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

³Less than 0.01%.

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

116

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

	FOR THE YEARS ENDED												FOR THE PERIOD 1/4/101 TO 10/31/10
	10/31/14			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	$	13.86		$	11.38		$	10.52		$	10.54		$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.04	)		(0.04	)		(0.04	)		(0.02	)		(0.01	)
Net realized and unrealized gain on investments		1.01			2.84			0.91			0.04			0.58
Total from investment operations		0.97			2.80			0.87			0.02			0.57
Less distributions to shareholders:
From net investment income		(0.00	)3		—			(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	$	13.03		$	13.86		$	11.38		$	10.52		$	10.54
Net assets - End of period (000’s omitted)	$	55,781		$	36,989		$	23,045		$	18,102		$	7,383
Total return4		8.06	%		25.17	%		8.27	%		0.15	%		5.68	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.82	%		1.82	%		1.84	%		1.84	%		1.85	%5
Net investment loss		(0.30	%)		(0.35	%)		(0.40	%)		(0.15	%)		(0.13	%)5
Series portfolio turnover		74	%		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	%5

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

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

⁵Annualized.

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

117

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

	FOR THE YEARS ENDED												FOR THE PERIOD 6/30/101 TO 10/31/10
	10/31/14			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	$	15.39		$	12.56		$	11.63		$	11.64		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.03			0.02			0.00	3		0.00	3		(0.01	)
Net realized and unrealized gain on investments		1.13			3.15			1.00			0.09			1.65
Total from investment operations		1.16			3.17			1.00			0.09			1.64
Less distributions to shareholders:
From net investment income		(0.02	)		(0.02	)		(0.07	)		(0.10	)		—
From net realized gain on investments		(1.80	)		(0.32	)		—			—			—
Total distributions to shareholders		(1.82	)		(0.34	)		(0.07	)		(0.10	)		—
Net asset value - End of period	$	14.73		$	15.39		$	12.56		$	11.63		$	11.64
Net assets - End of period (000’s omitted)	$	38,166		$	33,162		$	17,520		$	3,418		$	31
Total return4		8.53	%		25.81	%		8.72	%		0.71	%		16.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.32	%		1.32	%		1.34	%		1.34	%		1.35	%5
Net investment income (loss)		0.20	%		0.14	%		0.02	%		0.04	%		(0.38	%)5
Series portfolio turnover		74	%		67	%		64	%		65	%		68	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

⁴Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Periods less than one year are not annualized.

⁵Annualized.

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

118

Notes to Financial Statements

1. Organization

Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

The Series are asset allocation funds. Each invests in a combination of stocks, bonds and cash and is managed according to specific objectives. The objectives are as follows: Pro-Blend^® Conservative Term Series - primary objective is preservation of capital; secondary objective is to provide income and long-term growth of capital. Pro-Blend^® Moderate Term Series - equal emphasis on long-term growth of capital and preservation of capital. Pro-Blend^® Extended Term Series - primary objective is long-term growth of capital; secondary objective is preservation of capital. Pro-Blend^® Maximum Term Series - primary objective is long-term growth of capital.

Each Series is authorized to issue 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 October 31, 2014, 10.6 billion shares have been designated in total among 42 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

The following is a summary of significant accounting policies followed by the Series. Each Series is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 - Investment Companies, which is part of accounting principles generally accepted in the United States of America (“GAAP”).

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,

119

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

which are then discounted to calculate the fair value. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

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

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

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

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). A financial instruments’ level within the fair value hierarchy is based on the lowest level of any input both individually and in aggregate that is significant to their fair value measure. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of October 31, 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	$	118,121,502	$	116,185,507	$	1,935,995	$	—
Consumer Staples		68,772,775		40,005,235		28,767,540		—
Energy		71,529,747		70,514,032		1,015,715		—
Financials		69,471,374		57,901,752		11,569,622		—
Health Care		68,382,923		63,148,358		5,234,565		—
Industrials		39,230,377		38,389,115		841,262		—

120

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND®CONSERVATIVE TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Information Technology	$	92,089,708		$	91,229,942		$	859,766	$	—
Materials		36,641,200			35,466,635			1,174,565		—
Telecommunication Services		3,545,975			3,083,362			462,613		—
Utilities		2,731,237			2,731,237			—		—
Preferred securities:
Financials		3,757,807			3,757,807			—		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		388,076,726			—			388,076,726		—
States and political subdivisions (municipals)		2,352,906			—			2,352,906		—
Corporate debt:
Consumer Discretionary		61,156,566			—			61,156,566		—
Consumer Staples		13,456,897			—			13,456,897		—
Energy		24,104,722			—			24,104,722		—
Financials		290,430,484			—			290,430,484		—
Health Care		8,851,581			—			8,851,581		—
Industrials		39,813,952			—			39,813,952		—
Information Technology		12,665,186			—			12,665,186		—
Materials		21,450,835			—			21,450,835		—
Telecommunication Services		12,992,480			—			12,992,480		—
Utilities		3,264,439			—			3,264,439		—
Convertible corporate debt:
Consumer Discretionary		1,434,194			—			1,434,194		—
Financials		521,212			—			521,212		—
Asset-backed securities		9,486,584			—			9,486,584		—
Commercial mortgage-backed securities		75,824,423			—			75,824,423		—
Foreign government bonds		39,894,763			—			39,894,763		—
Mutual funds		66,555,848			66,555,848			—		—
Other financial instruments*:
Interest rate contracts		3,142,626			3,142,626			—		—
Total assets		1,649,751,049			592,111,456			1,057,639,593		—
Liabilities:
Other financial instruments*:
Equity contracts		(359,562	)		(359,562	)		—		—
Interest rate contracts		(2,899,192	)		(2,899,192	)		—		—
Total liabilities		(3,258,754	)		(3,258,754	)		—		—
Total	$	1,646,492,295		$	588,852,702		$	1,057,639,593	$	—
	PRO-BLEND® MODERATE TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	207,567,775		$	194,388,837		$	13,178,938	$	—
Consumer Staples		82,273,631			23,835,972			58,437,659		—
Energy		102,660,872			100,353,537			2,307,335		—
Financials		82,178,761			64,445,915			17,732,846		—
Health Care		90,880,127			85,778,622			5,101,505		—
Industrials		53,455,398			46,416,067			7,039,331		—
Information Technology		133,153,638			126,799,335			6,354,303		—

121

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® MODERATE TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Materials	$	56,133,693		$	51,720,279		$	4,413,414	$	—
Telecommunication Services		2,783,485			1,777,367			1,006,118		—
Preferred securities:
Financials		3,271,676			3,271,676			—		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		330,095,164			—			330,095,164		—
States and political subdivisions (municipals)		2,254,620			—			2,254,620		—
Corporate debt:
Consumer Discretionary		45,180,059			—			45,180,059		—
Consumer Staples		11,994,238			—			11,994,238		—
Energy		22,566,581			—			22,566,581		—
Financials		213,137,957			—			213,137,957		—
Health Care		7,177,323			—			7,177,323		—
Industrials		35,076,111			—			35,076,111		—
Information Technology		12,424,679			—			12,424,679		—
Materials		20,009,408			—			20,009,408		—
Telecommunication Services		12,820,282			—			12,820,282		—
Utilities		3,963,083			—			3,963,083		—
Convertible corporate debt:
Consumer Discretionary		1,388,844			—			1,388,844		—
Financials		1,048,781			—			1,048,781		—
Asset-backed securities		8,576,344			—			8,576,344		—
Commercial mortgage-backed securities		70,305,173			—			70,305,173		—
Foreign government bonds		24,605,552			—			24,605,552		—
Mutual funds		48,625,292			48,625,292			—		—
Other financial instruments*:
Interest rate contracts		2,658,785			2,658,785			—		—
Total assets		1,688,267,332			750,071,684			938,195,648		—
Liabilities:
Other financial instruments*:
Equity contracts		(623,764	)		(623,764	)		—		—
Interest rate contracts		(2,496,576	)		(2,496,576	)		—		—
Total liabilities		(3,120,340	)		(3,120,340	)		—		—
Total	$	1,685,146,992		$	746,951,344		$	938,195,648	$	—
	PRO-BLEND® EXTENDED TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	286,441,870		$	268,321,970		$	18,119,900	$	—
Consumer Staples		110,952,843			35,975,013			74,977,830		—
Energy		138,332,120			135,037,097			3,295,023		—
Financials		105,800,969			84,724,393			21,076,576		—
Health Care		125,560,719			118,469,305			7,091,414		—
Industrials		75,332,506			65,606,804			9,725,702		—
Information Technology		182,038,063			173,467,830			8,570,233		—
Materials		76,058,092			69,495,953			6,562,139		—
Telecommunication Services		3,856,545			2,509,551			1,346,994		—

122

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® EXTENDED TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Preferred securities:
Financials	$	3,349,249		$	3,349,249		$	—	$	—
Debt securities:
U.S. Treasury and other U.S. Government agencies		206,033,883			—			206,033,883		—
States and political subdivisions (municipals)		2,628,076			—			2,628,076		—
Corporate debt:
Consumer Discretionary		35,009,462			—			35,009,462		—
Consumer Staples		11,961,698			—			11,961,698		—
Energy		19,934,663			—			19,934,663		—
Financials		148,398,662			—			148,398,662		—
Health Care		5,858,461			—			5,858,461		—
Industrials		29,434,066			—			29,434,066		—
Information Technology		9,332,220			—			9,332,220		—
Materials		21,480,649			—			21,480,649		—
Telecommunication Services		11,060,657			—			11,060,657		—
Utilities		4,002,917			—			4,002,917		—
Convertible corporate debt:
Consumer Discretionary		1,417,187			—			1,417,187		—
Financials		1,080,563			—			1,080,563		—
Asset-backed securities		5,857,989			—			5,857,989		—
Commercial mortgage-backed securities		58,827,215			—			58,827,215		—
Foreign government bonds		24,292,167			—			24,292,167		—
Mutual funds		39,963,332			39,963,332			—		—
Other financial instruments*:
Interest rate contracts		2,012,790			2,012,790			—		—
Total assets		1,746,309,633			998,933,287			747,376,346		—
Liabilities:
Other financial instruments*
Equity contracts		(856,576	)		(856,576	)		—		—
Interest rate contracts		(1,879,476	)		(1,879,476	)		—		—
Total liabilities		(2,736,052	)		(2,736,052	)		—		—
Total	$	1,743,573,581		$	996,197,235		$	747,376,346	$	—
	PRO-BLEND® MAXIMUM TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	252,354,771		$	239,428,055		$	12,926,716	$	—
Consumer Staples		149,471,430			66,395,621			83,075,809		—
Energy		132,127,501			129,782,561			2,344,940		—
Financials		56,376,423			51,382,359			4,994,064		—
Health Care		138,830,302			128,233,785			10,596,517		—
Industrials		85,771,435			79,137,687			6,633,748		—
Information Technology		181,275,177			174,954,042			6,321,135		—
Materials		78,388,144			73,480,669			4,907,475		—
Telecommunication Services		2,617,645			1,638,463			979,182		—

123

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® MAXIMUM TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Debt securities:
U.S. Treasury and other U.S. Government agencies	$	22,051,447	$	—	$	22,051,447	$	—
Corporate debt:
Consumer Discretionary		4,688,529		—		4,688,529		—
Consumer Staples		1,985,633		—		1,985,633		—
Energy		4,504,277		—		4,504,277		—
Financials		21,710,923		—		21,710,923		—
Health Care		1,535,613		—		1,535,613		—
Industrials		9,928,652		—		9,928,652		—
Information Technology		247,047		—		247,047		—
Materials		1,781,600		—		1,781,600		—
Telecommunication Services		1,181,552		—		1,181,552		—
Utilities		1,074,751		—		1,074,751		—
Commercial mortgage-backed securities		2,638,171		—		2,638,171		—
Mutual fund		42,024,442		42,024,442		—		—
Total assets	$	1,192,565,465	$	986,457,684	$	206,107,781	$	—

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.

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

*Other financial instruments are exchange traded options and futures (Level 1). Futures are valued at the unrealized appreciation/ (depreciation) on the instrument and options are shown at market value.

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

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

124

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Option Contracts

The Series may write (sell) or buy call or put options on securities and other financial instruments. When the Series writes a call, the Series gives the purchaser the right to buy the underlying security from the Series at the price specified in the option contract (the “exercise price”) at any time during the option period. When the Series writes a put option, the Series gives the purchaser the right to sell to the Series the underlying security at the exercise price at any time during the option period. The Series will only write options on a “covered basis.” This means that the Series will own the underlying security when the Series writes a call or the Series will put aside cash, U.S. Government securities, or other liquid assets in an amount not less than the exercise price at all times the put option is outstanding.

When the Series writes an option, an amount equal to the premium received is reflected as a liability and is subsequently marked-to-market to reflect the current market value of the option. The Series, as a writer of an option, has no control over whether the underlying security or financial instrument may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the security or financial instrument underlying the written option. There is a risk that the Series may not be able to enter into a closing transaction because of an illiquid market.

The Series may also purchase options in an attempt to hedge against fluctuations in the value of its portfolio and to protect against declines in the value of the securities. The premium paid by the Series for the purchase of an option is reflected as an investment and subsequently marked-to-market to reflect the current market value of the option. The risk associated with purchasing options is limited to the premium paid.

When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Series enters into a closing transaction), the Series realizes a gain or loss on the option to the extent of the premium received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received).

The measurement of the risks associated with option contracts is meaningful only when all related and offsetting transactions are considered. The counterparty for the Series’ written options contracts outstanding at October 31, 2014 is Pershing LLC, a BNY Mellon Company.

Futures

The Series may purchase or sell exchange-traded futures contracts, which are contracts that obligate the Series to make or take delivery of a financial instrument or the cash value of a security index at a specified future date at a specified price. The Series may use futures contracts to manage exposure to the stock and bond markets or changes in interest rates and currency values, or for gaining exposure to markets. Risks of entering into futures contracts include the possibility that there may be an illiquid market at the time the Adviser to the Series may be attempting to sell some or all the Series holdings or that a change in the value of the contract may not correlate with changes in the value of the underlying securities. Upon entering into a futures contract, the Series is required to deposit either cash or securities (initial margin). Subsequent payments (variation margin) are made or received by the Series, generally on a daily basis. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains or losses. The Series recognize a realized gain or loss when the contract is closed or expires.

Futures transactions involve minimal counterparty risk since futures contracts are guaranteed against default by the exchange on which they trade. The Series’ futures contracts are not subject to master netting arrangements (the right to close out all transactions traded with a counterparty, and net amounts owed or due across transactions).

125

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

The following table presents the present value of derivatives held at October 31, 2014 as reflected on the Statement of Assets and Liabilities, and the effect of the derivative instruments on the Statement of Operations:

PRO-BLEND® CONSERVATIVE TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$	3,142,626
Derivative	Liabilities Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$	(2,899,192	)
Equity contracts	Options written, at value	$	(359,562	)
STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Interest rate contracts	Net realized gain (loss) on futures contracts	$	(2,325,295	)
Equity contracts	Net realized gain (loss) on options written	$	(283,161	)
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Interest rate contracts	Net change in unrealized appreciation (depreciation) on futures contracts	$	243,434
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	(93,740	)
PRO-BLEND® MODERATE TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$	2,658,785
Derivative	Liabilities Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$	(2,496,576	)
Equity contracts	Options written, at value	$	(623,764	)
STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Interest rate contracts	Net realized gain (loss) on futures contracts	$	(1,662,426	)
Equity contracts	Net realized gain (loss) on options written	$	(493,887	)

126

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

STATEMENT OF OPERATIONS
Derivative	Location of Appreciation (Depreciation) on Derivatives	Unrealized Appreciation (Depreciation) on Derivatives
Interest rate contracts	Net change in unrealized appreciation (depreciation) on futures contracts	$           162,209
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$         (162,220)
PRO-BLEND® EXTENDED TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Interest rate contracts	Net unrealized appreciation/depreciation	$        2,012,790
Derivative	Liabilities Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$      (1,879,476)
Equity contracts	Options written, at value	$         (856,576)
STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives	Realized Gain (Loss) on Derivatives
Interest rate contracts	Net realized gain (loss) on futures contracts	$      (1,415,315)
Equity contracts	Net realized gain (loss) on options written	$         (672,707)
Derivative	Location of Appreciation (Depreciation) on Derivatives	Unrealized Appreciation (Depreciation) on Derivatives
Interest rate contracts	Net change in unrealized appreciation (depreciation) on futures contracts	$            133,314
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$         (221,687)

¹ Includes cumulative appreciation/depreciation on futures contracts as reported in the Investment Portfolios. Only the current day’s variation margin is reported within the Statements of Assets and Liabilities.

127

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

The average month-end balances for the period July 31, 2014 to October 31, 2014, the period in which such derivatives were outstanding, were as follows:

	PRO-BLEND® CONSERVATIVE TERM SERIES		PRO-BLEND® MODERATE TERM SERIES		PRO-BLEND® EXTENDED TERM SERIES
Futures Contracts:
Average number of contracts purchased		7,354		6,200		4,705
Average number of contracts sold		5,225		4,405		3,343
Average notional value of contracts purchased	$	1,553,243,282	$	1,309,705,654	$	993,755,658
Average notional value of contracts sold	$	1,093,909,378	$	922,225,604	$	699,810,611
Options:
Average number of option contracts written		2,656		4,791		6,516
Average notional value of option contracts written	$	11,175,375	$	19,946,775	$	27,242,325

Written Option Rollforward

Transactions in options written for the year ended October 31, 2014, were as follows:

PRO-BLEND® CONSERVATIVE TERM SERIES:	CALLS						PUTS
	CONTRACTS			PREMIUMS RECEIVED			CONTRACTS			PREMIUMS RECEIVED
Outstanding options, beginning of year		—			—			—			—
Options written		5,140		$	796,611			7,344		$	274,128
Options exercised		(3,428	)		(613,513	)		(1,831	)		(74,257	)
Options expired		—			—			(1,197	)		(17,645	)
Options closed		—			—			(3,182	)		(99,502	)
Outstanding options, end of year		1,712		$	183,098			1,134		$	82,724
PRO-BLEND® MODERATE TERM SERIES:	CALLS						PUTS
	CONTRACTS			PREMIUMS RECEIVED			CONTRACTS			PREMIUMS RECEIVED
Outstanding options, beginning of year		—			—			—			—
Options written		9,069		$	1,402,735			13,331		$	489,752
Options exercised		(6,100	)		(1,085,075	)		(3,290	)		(133,478	)
Options expired		—			—			(2,293	)		(33,059	)
Options closed		(1	)		(234	)		(5,778	)		(179,097	)
Outstanding options, end of year		2,968		$	317,426			1,970		$	144,118
PRO-BLEND® EXTENDED TERM SERIES:	CALLS						PUTS
	CONTRACTS			PREMIUMS RECEIVED			CONTRACTS			PREMIUMS RECEIVED
Outstanding options, beginning of year		—			—			—			—
Options written		12,270		$	1,887,194			18,115		$	667,173
Options exercised		(8,195	)		(1,451,375	)		(4,439	)		(180,094	)
Options expired		—			—			(3,109	)		(45,174	)
Options closed		—			—			(7,835	)		(242,835	)
Outstanding options, end of year		4,075		$	435,819			2,732		$	199,070

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

128

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

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

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 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 October 31, 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 October 31, 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, 2011 through October 31, 2014. 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.

129

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

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 GAAP 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. The Fund also has an Audit Committee Chair, who receives an additional annual stipend for this role.

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.

130

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

The Advisor has contractually agreed, until at least February 29, 2016, 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, until at least October 1, 2015.

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

4. Purchases and Sales of Securities

For the year ended October 31, 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	$	347,134,126	$	389,376,880	$	414,122,210	$	263,572,988
Pro-Blend® Moderate Term Series		421,802,491		469,693,132		576,390,509		266,058,329
Pro-Blend® Extended Term Series		688,549,159		425,761,536		729,831,066		312,448,201
Pro-Blend® Maximum Term Series		864,480,667		27,852,268		715,242,977		92,746,501

131

Notes to Financial Statements (continued)

5. Capital Stock Transactions

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

PRO-BLEND® CONSERVATIVE	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		24,111,688		$	337,311,590			27,050,002		$	372,713,290
Reinvested		4,029,034			54,463,964			2,561,283			34,386,631
Repurchased		(20,938,169	)		(292,530,827	)		(28,677,650	)		(396,571,291	)
Total		7,202,553		$	99,244,727			933,635		$	10,528,630
PRO-BLEND® CONSERVATIVE	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		11,300,148		$	125,008,931			13,062,245		$	144,363,136
Reinvested		1,358,752			14,529,320			751,296			8,103,809
Repurchased		(8,949,011	)		(98,758,675	)		(8,483,810	)		(94,070,475	)
Total		3,709,889		$	40,779,576			5,329,731		$	58,396,470
PRO-BLEND® CONSERVATIVE	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,058,603		$	54,163,391			4,145,701		$	44,420,354
Reinvested		640,590			6,612,999			273,862			2,860,145
Repurchased		(2,105,463	)		(22,537,168	)		(1,818,299	)		(19,463,938	)
Total		3,593,730		$	38,239,222			2,601,264		$	27,816,561
PRO-BLEND® CONSERVATIVE	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,093,504		$	22,290,753			2,682,830		$	28,683,950
Reinvested		317,817			3,280,242			145,064			1,512,686
Repurchased		(1,306,682	)		(13,992,988	)		(1,525,429	)		(16,379,144	)
Total		1,104,639		$	11,578,007			1,302,465		$	13,817,492
PRO-BLEND® MODERATE	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		12,680,276		$	182,680,917			14,267,236		$	197,220,579
Reinvested		2,907,143			40,264,747			1,772,636			23,446,175
Repurchased		(16,004,216	)		(230,430,377	)		(14,628,387	)		(201,711,224	)
Total		(416,797	)	$	(7,484,713	)		1,411,485		$	18,955,530
PRO-BLEND® MODERATE	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		19,694,870		$	222,731,580			17,822,910		$	195,401,918
Reinvested		3,115,979			33,937,586			1,783,097			18,795,420
Repurchased		(12,780,618	)		(144,494,654	)		(13,005,509	)		(142,840,843	)
Total		10,030,231		$	112,174,512			6,600,498		$	71,356,495

132

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

PRO-BLEND® MODERATE	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,301,003		$	49,292,968			3,678,186		$	40,811,017
Reinvested		608,015			6,678,443			275,738			2,930,108
Repurchased		(1,462,084	)		(16,740,100	)		(1,862,292	)		(20,683,853	)
Total		3,446,934		$	39,231,311			2,091,632		$	23,057,272
PRO-BLEND® MODERATE	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,080,045		$	12,734,322			1,550,770		$	17,625,342
Reinvested		255,514			2,896,168			142,562			1,560,402
Repurchased		(1,549,640	)		(18,646,733	)		(1,120,323	)		(12,826,064	)
Total		(214,081	)	$	(3,016,243	)		573,009		$	6,359,680
PRO-BLEND® EXTENDED	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		11,995,408		$	217,438,201			9,923,102		$	167,544,175
Reinvested		2,668,346			45,711,628			1,913,554			30,502,482
Repurchased		(12,280,290	)		(221,821,835	)		(16,031,300	)		(267,269,342	)
Total		2,383,464		$	41,327,994			(4,194,644	)	$	(69,222,685	)
PRO-BLEND® EXTENDED	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		22,561,442		$	250,874,157			21,092,223		$	224,950,730
Reinvested		2,733,619			29,059,194			1,477,410			15,144,117
Repurchased		(14,150,623	)		(157,274,035	)		(16,258,417	)		(175,313,005	)
Total		11,144,438		$	122,659,316			6,311,216		$	64,781,842
PRO-BLEND® EXTENDED	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,268,318		$	50,672,730			3,422,909		$	39,443,179
Reinvested		892,662			10,037,173			414,031			4,467,195
Repurchased		(1,644,334	)		(19,647,132	)		(1,379,382	)		(15,841,552	)
Total		3,516,646		$	41,062,771			2,457,558		$	28,068,822
PRO-BLEND® EXTENDED	FOR THE YEAR ENDED 10/31/14						FOR THE YEAR ENDED 10/31/13
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,342,959		$	16,929,729			2,173,917		$	26,054,858
Reinvested		391,474			4,643,822			191,062			2,163,617
Repurchased		(1,114,209	)		(14,099,563	)		(1,104,699	)		(13,260,429	)
Total		620,224		$	7,473,988			1,260,280		$	14,958,046

133

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

PRO-BLEND® MAXIMUM	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		7,689,830		$	158,704,114			5,219,708		$	99,757,537
Reinvested		2,378,506			45,823,693			540,999			9,389,515
Repurchased		(6,672,340	)		(137,649,981	)		(7,994,377	)		(150,241,757	)
Total		3,395,996		$	66,877,826			(2,233,670	)	$	(41,094,705	)
PRO-BLEND® MAXIMUM	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		14,883,925		$	182,722,744			9,953,438		$	119,890,447
Reinvested		2,360,157			27,326,606			467,438			5,184,567
Repurchased		(8,244,435	)		(101,467,299	)		(8,383,672	)		(98,322,076	)
Total		8,999,647		$	108,582,051			2,037,204		$	26,752,938
PRO-BLEND® MAXIMUM	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED  10/31/13
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,597,486		$	20,709,342			859,063		$	10,954,031
Reinvested		389,379			4,701,150			55,571			636,289
Repurchased		(372,809	)		(4,857,191	)		(271,074	)		(3,369,507	)
Total		1,614,056		$	20,553,301			643,560		$	8,220,813
PRO-BLEND® MAXIMUM	FOR THE YEAR ENDED  10/31/14						FOR THE YEAR ENDED 10/31/13
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		698,379		$	10,253,765			1,267,093		$	17,719,167
Reinvested		279,080			3,803,728			38,460			489,364
Repurchased		(541,311	)		(8,033,276	)		(545,475	)		(7,549,847	)
Total		436,148		$	6,024,217			760,078		$	10,658,684

At October 31, 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		121,623		0.1	%	$	1,358,534
Pro-Blend® Moderate Term Series		178,479		0.1	%	$	2,034,660
Pro-Blend® Extended Term Series		2,166,519		1.7	%	$	24,481,660
Pro-Blend® Maximum Term Series		1,815,303		2.4	%	$	22,709,442

In addition, one shareholder owned 15,179,818 shares of Pro-Blend^® Moderate Term Series (11.3% of shares outstanding) valued at $173,049,924. The Target 2040 Series, another series of the Fund, owned 8,530,895 shares of Pro-Blend^® Maximum Term Series (11.2% of shares outstanding) valued at $106,721,501. The Target 2030 Series, another series of the Fund, owned 12,833,053 shares of Pro-Blend Extended^® Term Series (10.3% of shares outstanding) valued at $145,013,498. Investment activities of these shareholders may have a material effect on the Series.

134

Notes to Financial Statements (continued)

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. At October 31, 2014, Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series invested in futures contracts (interest rate risk) and written options (equity risk).

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 GAAP. These differences are primarily due to differing book and tax treatments in the timing of the recognition on net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales, investments in passive foreign investment companies (PFICs) and real estate investment trusts. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the fiscal year ended October 31, 2014, $232,476, $40,018, $12,995, and 11,679 was reclassified within the capital accounts from Undistributed Net Investment Income to Accumulated Net Realized Gain on Investments for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, respectively. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	PRO-BLEND® CONSERVATIVE TERM SERIES				PRO-BLEND® MODERATE TERM SERIES
	FOR THE YEAR ENDED 10/31/14		FOR THE YEAR ENDED 10/31/13		FOR THE YEAR ENDED 10/31/14		FOR THE YEAR ENDED 10/31/13
Ordinary income	$	36,420,340	$	27,273,142	$	32,886,292	$	21,788,120
Long-term capital gains		53,877,818		25,309,586		60,113,225		29,266,732

	PRO-BLEND® EXTENDED TERM SERIES				PRO-BLEND® MAXIMUM TERM SERIES
	FOR THE YEAR ENDED 10/31/14		FOR THE YEAR ENDED 10/31/13		FOR THE YEAR ENDED 10/31/14		FOR THE YEAR ENDED 10/31/13
Ordinary income	$	32,878,668	$	23,251,190	$	34,431,429	$	3,432,482
Long-term capital gains		80,703,421		40,601,811		81,514,501		18,413,216

135

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

At October 31, 2014, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost of investments for federal income tax purposes were as follows:

	PRO-BLEND® CONSERVATIVE TERM SERIES			PRO-BLEND® MODERATE TERM SERIES			PRO-BLEND® EXTENDED TERM SERIES			PRO-BLEND® MAXIMUM TERM SERIES
Cost for federal income tax purposes	$	1,584,169,742		$	1,594,282,246		$	1,631,444,029		$	1,121,711,323
Unrealized appreciation		88,558,326			135,143,190			164,518,976			116,888,429
Unrealized depreciation		(26,119,645	)		(43,816,889	)		(51,666,162	)		(46,034,287	)
Net unrealized appreciation	$	62,438,681		$	91,326,301		$	112,852,814		$	70,854,142
Undistributed ordinary income		25,257,937			25,929,994			36,044,277			48,261,162
Undistributed long-term gains		66,644,982			113,630,947			141,328,609			112,286,227

136

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of - Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each a series of Manning & Napier Fund, Inc., hereafter collectively referred to as the “Series”) at October 31, 2014, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 19, 2014

137

Supplemental Tax Information

(unaudited)

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

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

Series	QDI
Pro-Blend® Conservative Term Series	$	9,645,694
Pro-Blend® Moderate Term Series		10,738,215
Pro-Blend® Extended Term Series		14,135,227
Pro-Blend® Maximum Term Series		13,118,959

For corporate shareholders, the percentage of investment income (dividend income plus short-term gain, if any) that qualifies for the dividends received deduction (DRD) for the current fiscal year is as follows:

Series	DRD%
Pro-Blend® Conservative Term Series		16.52	%
Pro-Blend® Moderate Term Series		14.90	%
Pro-Blend® Extended Term Series		18.80	%
Pro-Blend® Maximum Term Series		16.00	%

The Series designate Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Code for the fiscal year ended October 31, 2014 as follows:

Series
Pro-Blend® Conservative Term Series	$	70,409,043
Pro-Blend® Moderate Term Series		119,484,952
Pro-Blend® Extended Term Series		148,583,047
Pro-Blend® Maximum Term Series		117,987,990

138

Directors’ and Officers’ Information

(unaudited)

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

Interested Director/Officer

Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003.
Principal Occupation(s) During Past 5 Years:	Executive Vice President since 1993; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2002-2010 - Manning & Napier Advisors, LLC; President, Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Independent Directors

Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	74
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	68
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009) Cytos Biotechnology Ltd. (2012-present)

139

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	76
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:	President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	64
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

Officers

Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	27
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

140

Directors’ and Officers’ Information

(unaudited)

Officers (continued)

Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	48
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Corporate Secretary since 1997; Chief Compliance Officer since 2004; Anti-Money Laundering Compliance Officer
Principal Occupation(s) During Past 5 Years:	Director of Compliance, Manning & Napier Advisors, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	42
Other Directorships Held Outside Fund Complex:	N/A

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

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

141

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142

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-10/14-AR

ITEM 2: CODE OF ETHICS

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as
Exhibit 12(a)(1).

(b) During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in 2 (a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2 (a) above were granted.

(d) Not applicable to the registrant due to the response given in 2 (c) above.

ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT

All of the members of the Audit committee have been determined by the Registrant’s Board of Directors to be Audit Committee Financial Experts as defined in this item. The current members of the Audit Committee are: Stephen B. Ashley, Paul A. Brooke, Harris H. Rusitzky, and Chester N. Watson. All Audit Committee members are independent under applicable rules. This designation will not increase the designee’s duties, obligations or liability as compared to their duties, obligations and liability as a member of the Audit Committee and of the Board.

ITEM 4: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Manning & Napier Fund, Inc. (Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Tax Managed Series, Equity Series, Overseas Series, Dividend Focus Series, Target Income Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series, and Target 2055 Series, collectively the “Fund”) by PricewaterhouseCoopers LLP (“PwC”) as of and for the years ended October 31, 2014 and 2013 were:

	2014		2013
Audit Fees (a)		$402,710		$379,471
Audit Related Fees (b)		$0		$0

Tax Fees (c)	$118,510	$113,320
All Other Fees (d)	$0	$0
	$521,220	$492,791

(a) Audit Fees

These fees relate to professional services rendered by PwC for the audit of the Fund’s annual financial statements or services normally provided by the accountant in connection with statutory and regulatory filing or engagements. These services include the audits of the financial statements of the Fund, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.

(b) Audit-Related Fees

These fees relate to assurance and related services by PwC that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under “Audit Fees” above.

(c) Tax Fees

These fees relate to professional services rendered by PwC for tax compliance, tax advice and tax planning. The tax services provided by PwC related to the review of the Fund’s federal and state income tax returns, excise tax calculations and returns, a review of the Fund’s calculations of capital gain and income distributions, and additional tax research for compliance purposes.

(d) All Other Fees

These fees relate to products and services provided by PwC other than those reported above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2014 and 2013.

Non-Audit Services to the Fund’s Service Affiliates that were Pre-Approved by the Fund’s Audit Committee

The Fund’s Audit Committee is required to pre-approve non-audit services which meet both the following criteria:

i) Directly relate to the Fund’s operations and financial reporting; and

ii) Rendered by PwC to the Fund’s advisor, Manning & Napier Advisors, LLC, and entities in a control relationship with the advisor (“service affiliate”) that provide ongoing services to the Fund. For purposes of disclosure, Manning & Napier Investor Services, Inc. is considered to be a service affiliate.

	2014		2013
Audit Related Fees		$1,944		$1,944
Tax Fees		$0		$0
		$1,944		$1,944

The Audit Related fees for the years ended October 31, 2014 and 2013 were for a license for proprietary authoritative financial reporting and assurance literature library software.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2014 and 2013.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2014 and 2013 were $118,510 and $113,320, respectively. Aggregate fees billed to the Fund’s advisor and service affiliates for non-audit services were $1,944 and $1,944, respectively. These amounts include fees for non-audit services required to be pre-approved and fees for non-audit services that did not require pre-approval since they did not relate to the Fund’s operations and financial reporting.

The Fund’s Audit Committee has considered whether the provisions for non-audit services to the Fund’s advisor and service affiliates, which did not require pre-approval, are compatible with maintaining PwC’s independence.

ITEM 5: AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6: INVESTMENTS

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

(b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

ITEM 11: CONTROLS AND PROCEDURES

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

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

ITEM 12: EXHIBITS

(a)(1)	Code of ethics that is subject to the disclosure of Item 2 above.
(a)(2)	Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX-99.CERT.
(a)(3)	Not applicable.
(b)	A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX-99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.
(12.other)	Not applicable.

SIGNATURES

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

Manning & Napier Fund, Inc.

/s/ B. Reuben Auspitz                    

B. Reuben Auspitz

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

Date:  December 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.

Date: December 26, 2014

/s/ Christine Glavin                        

Christine Glavin

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

Date: December 26, 2014