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: December 31

Date of reporting period: January 1, 2014 through December 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.

Real Estate 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. 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

Real Estate Series

Fund Commentary

(unaudited)

Investment Objective

To provide high current income and long-term capital appreciation by investing principally in companies in the real estate industry. Under normal circumstances, at least 80% of the Series’ assets will be invested in securities of companies that are principally engaged in the U.S. real estate industry. These companies include those directly engaged in the real estate industry as well as in industries serving and/or related to the real estate industry.

Performance Commentary

Regarding U.S. real estate, the progress the housing market has been making toward recovery stalled to a degree over the last year, but improving economic conditions point more toward a renewed recovery than another downturn. We believe steady improvement in job growth should spur demand for housing and homeownership. Increasing consumer activity should also translate into a greater need for commercial real estate as businesses seek to expand. Some categories of real estate investments might face volatility in the near term as investors carefully weigh the Federal Reserve’s intentions concerning interest rates, which could create attractive buying opportunities.

As longer-term Treasury yields and interest rates generally declined during 2014 spurring investor interest in the real estate sector, the MSCI U.S. Real Estate Investment Trust (REIT) Index experienced robust absolute returns of 28.82%. The Real Estate Series Class S also performed strongly, returning 28.14%, in line with the benchmark.

While stock selection in sub-industries such as Homebuilders, Timber REITs, Data Storage REITs, and Hospitality challenged relative returns, in aggregate, sub-industry allocations contributed positively to relative returns. Relative to the benchmark, underweight allocations to Diversified REITs and Industrial REITs, as well as an overweight to Data Storage REITs, aided relative returns. Stock selection in Healthcare REITs also contributed positively to relative returns.

Heading into 2015, we maintain our slow growth outlook for the U.S. economy. We anticipate the Federal Reserve will embark on a path of policy tightening amid incrementally better growth and healthier labor market activity this year. Geopolitical risks such as ongoing regional conflicts and European politics may reverberate through U.S. financial markets, leading to bouts of volatility; however, the economic, valuation, and sentiment indicators we monitor do not suggest capital risk is a significant near-term concern, so we would view the resurgence of volatility as a buying opportunity. Importantly, valuations in the U.S. are elevated but not excessive, and are now at levels consistent with more moderate growth as compared to recent periods. In light of the current environment, it is important that investors remain flexible and selective in their approach in an attempt to avoid overvalued areas of the market, something that Manning & Napier has done for over 40 years as an active investment manager.

Please see the next page for additional performance information as of December 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 potential loss of principal. Funds whose investments are concentrated in a specific industry or sector may be subject to a higher degree of market risk than funds whose investments are diversified among a variety of sectors. The Real Estate Series is subject to risks associated with the direct ownership of real estate, including the potential for falling real estate prices and the possibility of being highly leveraged; an investment in the Series will be closely aligned with the performance of the real estate markets. Additionally, like all derivatives, investments in options can be highly volatile and involve risks in addition to the risks of the underlying instrument on which the derivative is based, such as counterparty, correlation and liquidity risk.

2

Real Estate Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Real Estate Series - Class S3		28.14	%		16.01	%		16.94	%
Manning & Napier Fund, Inc. - Real Estate Series - Class I3,4		28.44	%		16.14	%		17.07	%
S&P 500 Total Return Index5		13.67	%		15.45	%		15.50	%
MSCI U.S. Real Estate Investment Trust (REIT) Index5,6		28.82	%		15.70	%		17.31	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Real Estate Series - Class S from its inception¹ (November 10, 2009) to present (December 31, 2014) to the S&P 500 Total Return Index and the MSCI U.S. REIT 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 10, 2009, 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 December 31, 2014, this net expense ratio was 1.11% for Class S and 0.86% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.11% for Class S and 0.86% for Class I for the year ended December 31, 2014.

⁴ For periods prior to the inception of Class I on August 1, 2012, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Real Estate Series - Class S.

⁵The 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.

⁶The MSCI U.S. Real Estate Investment Trust (REIT) Index is a free float-adjusted, market capitalization-weighted index that is comprised of equity REITs that are included in the MSCI U.S. Investment Market 2500 Index, with the exception of specialty equity REITs that do not generate a majority of their revenue and income from real estate rental and leasing operations. The Index represents approximately 85% of the U.S. REIT universe. The Index returns do not reflect any fees or expenses. 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

Real Estate 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 (July 1, 2014 to December 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 this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of each Class in the table below provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in 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 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                  7/1/14	ENDING  ACCOUNT VALUE                   12/31/14	EXPENSES PAID  DURING PERIOD*               7/1/14-12/31/14	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,103.40	$5.88	1.11%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.61	$5.65	1.11%
Class I
Actual	$1,000.00	$1,104.80	$4.56	0.86%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.87	$4.38	0.86%

*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 ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data.

4

Real Estate Series

Portfolio Composition as of December 31, 2014

(unaudited)

Top Ten Stock Holdings2
Simon Property Group, Inc.	5.2	%	Kite Realty Group Trust	2.0%
Weyerhaeuser Co.	3.0	%	LaSalle Hotel Properties	2.0%
Plum Creek Timber Co., Inc.	2.8	%	Sovran Self Storage, Inc.	2.0%
Westfield Corp. (Australia)	2.6	%	DDR Corp.	2.0%
Chesapeake Lodging Trust	2.1	%	Kimco Realty Corp.	1.9%
2As a percentage of total investments.

5

Real Estate Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 98.3%
Consumer Discretionary - 7.5%
Hotels, Restaurants & Leisure - 3.0%
Accor S.A. (France)1		91,900	$	4,131,006
Hyatt Hotels Corp. - Class A*		73,090		4,400,749
				8,531,755
Household Durables - 4.5%
DR Horton, Inc.		126,030		3,187,299
Lennar Corp. - Class A		69,676		3,122,181
Toll Brothers, Inc.*		74,932		2,567,920
TRI Pointe Homes, Inc.*		161,970		2,470,043
WCI Communities, Inc.*		59,510		1,165,206
				12,512,649
Total Consumer Discretionary				21,044,404
Financials - 90.4%
Real Estate Management & Development - 2.6%
Forest City Enterprises, Inc. - Class A*		178,070		3,792,891
Forestar Group, Inc.*		175,240		2,698,696
General Shopping Brasil S.A. (Brazil)*		288,710		790,689
				7,282,276
REITS - Apartments - 15.5%
American Campus Communities, Inc.		61,810		2,556,462
Apartment Investment & Management Co. - Class A		124,570		4,627,775
Associated Estates Realty Corp.		192,248		4,462,076
AvalonBay Communities, Inc.		25,070		4,096,187
Camden Property Trust		49,590		3,661,726
Education Realty Trust, Inc.		112,810		4,127,718
Equity Residential		60,150		4,321,176
Essex Property Trust, Inc.		21,080		4,355,128
Home Properties, Inc.		41,220		2,704,032
Mid-America Apartment Communities, Inc.		61,860		4,619,705
UDR, Inc.		135,060		4,162,549
				43,694,534
REITS - Diversified - 16.9%
CatchMark Timber Trust, Inc. - Class A		225,920		2,557,414
CoreSite Realty Corp.		94,730		3,699,207
Crown Castle International Corp.		30,720		2,417,664
Digital Realty Trust, Inc.		73,370		4,864,431
Duke Realty Corp.		207,910		4,199,782
DuPont Fabros Technology, Inc.		112,620		3,743,489
Lamar Advertising Co. - Class A		73,050		3,918,402
Outfront Media, Inc.		127,026		3,409,365
Plum Creek Timber Co., Inc.		184,560		7,897,322

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

6

Real Estate Series

Investment Portfolio - December 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
REITS - Diversified (continued)
Washington Real Estate Investment Trust		92,260	$	2,551,912
Weyerhaeuser Co.		236,670		8,494,086
				47,753,074
REITS - Health Care - 8.3%
HCP, Inc.		90,820		3,998,804
Health Care REIT, Inc.		54,010		4,086,937
Healthcare Trust of America, Inc. - Class A		110,025		2,964,073
Physicians Realty Trust		322,470		5,353,002
Sabra Health Care REIT, Inc.		94,540		2,871,180
Ventas, Inc.		55,810		4,001,577
				23,275,573
REITS - Hotels - 6.9%
Chesapeake Lodging Trust		158,160		5,885,134
Host Hotels & Resorts, Inc.		219,170		5,209,671
LaSalle Hotel Properties		138,160		5,591,335
Pebblebrook Hotel Trust		62,774		2,864,378
				19,550,518
REITS - Manufactured Homes - 1.0%
Equity LifeStyle Properties, Inc.		55,840		2,878,552
REITS - Office Property - 7.6%
Alexandria Real Estate Equities, Inc.		55,220		4,900,223
BioMed Realty Trust, Inc.		200,017		4,308,366
Boston Properties, Inc.		23,690		3,048,666
Corporate Office Properties Trust		87,500		2,482,375
Mack-Cali Realty Corp.		174,860		3,332,832
Paramount Group, Inc.*		182,970		3,401,412
				21,473,874
REITS - Regional Malls - 8.7%
Fibra Shop Portafolios Inmobiliarios SAPI de CV (Mexico)*		1,324,200		1,751,987
General Growth Properties, Inc.		154,460		4,344,960
Pennsylvania Real Estate Investment Trust		57,480		1,348,481
Rouse Properties, Inc.		131,080		2,427,602
Simon Property Group, Inc.		80,270		14,617,970
				24,491,000
REITS - Retail - 0.6%
Scentre Group (Australia)*1		593,137		1,680,460
REITS - Shopping Centers - 14.7%
Brixmor Property Group, Inc.		111,920		2,780,093
DDR Corp.		300,820		5,523,055

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

7

Real Estate Series

Investment Portfolio - December 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
REITS - Shopping Centers (continued)
Equity One, Inc.		169,000	$	4,285,840
Excel Trust, Inc.		262,370		3,513,134
Inland Real Estate Corp.		244,480		2,677,056
Kimco Realty Corp.		216,170		5,434,514
Kite Realty Group Trust		196,327		5,642,438
Saul Centers, Inc.		25,200		1,441,188
Washington Prime Group, Inc.		165,520		2,850,254
Westfield Corp. (Australia)1		996,070		7,301,558
				41,449,130
REITS - Single Tenant - 1.9%
Agree Realty Corp.		167,960		5,221,876
REITS - Storage - 5.7%
CubeSmart		134,090		2,959,366
Extra Space Storage, Inc.		41,150		2,413,036
Public Storage		26,980		4,987,253
Sovran Self Storage, Inc.		63,901		5,573,445
				15,933,100
Total Financials				254,683,967
Information Technology - 0.4%
IT Services - 0.4%
InterXion Holding N.V. - ADR (Netherlands)*		45,440		1,242,330
Utilities - 0.0%
Electric Utilities - 0.0%
Prime AET&D Holdings No.1 Ltd. (Australia)*2		125,000		—
TOTAL COMMON STOCKS
(Identified Cost $218,016,107)				276,970,701

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

8

Real Estate Series

Investment Portfolio - December 31, 2014

			VALUE
	SHARES		(NOTE 2)
SHORT-TERM INVESTMENT - 1.4%
Dreyfus Cash Management, Inc. - Institutional Shares3, 0.03%
(Identified Cost $ 3,790,534)		3,790,534	$	3,790,534
TOTAL INVESTMENTS - 99.7%
(Identified Cost $ 221,806,641)				280,761,235
OTHER ASSETS, LESS LIABILITIES - 0.3%				939,735
NET ASSETS - 100%			$	281,700,970

No. - Number

ADR - American Depositary Receipt

REITS - Real Estate Investment Trusts

*Non-income producing security.

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

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

³Rate shown is the current yield as of December 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

Real Estate Series

Statement of Assets and Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $221,806,641) (Note 2)	$	280,761,235
Dividends receivable		1,046,742
Receivable for fund shares sold		532,694
Foreign tax reclaims receivable		14,416
TOTAL ASSETS		282,355,087
LIABILITIES:
Accrued management fees (Note 3)		188,055
Accrued shareholder services fees (Class S)(Note 3)		51,553
Accrued fund accounting and administration fees (Note 3)		15,126
Accrued transfer agent fees (Note 3)		6,187
Accrued Chief Compliance Officer service fees (Note 3)		407
Accrued Directors’ fees (Note 3)		2
Payable for fund shares repurchased		328,512
Other payables and accrued expenses		64,275
TOTAL LIABILITIES		654,117
TOTAL NET ASSETS	$	281,700,970
NET ASSETS CONSIST OF:
Capital stock	$	206,537
Additional paid-in-capital		221,100,532
Distributions in excess of net investment income		(1,703,240	)
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		3,144,520
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		58,952,621
TOTAL NET ASSETS	$	281,700,970
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($231,187,853/14,953,383 shares)	$	15.46
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($50,513,117/5,700,326 shares)	$	8.86

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

10

Real Estate Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $25,404)	$	9,736,477
EXPENSES:
Management fees (Note 3)		1,827,867
Shareholder services fees (Class S) (Note 3)		500,609
Fund accounting and administration fees (Note 3)		59,268
Transfer agent fees (Note 3)		24,053
Directors’ fees (Note 3)		5,335
Chief Compliance Officer service fees (Note 3)		3,160
Custodian fees		17,642
Miscellaneous		152,856
Total Expenses		2,590,790
NET INVESTMENT INCOME		7,145,687
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		19,281,677
Foreign currency and translation of other assets and liabilities		(2,885	)
		19,278,792
Net change in unrealized appreciation (depreciation) on-
Investments		33,941,634
Foreign currency and translation of other assets and liabilities		(1,973	)
		33,939,661
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		53,218,453
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	60,364,140

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

11

Real Estate Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	7,145,687		$	3,397,937
Net realized gain (loss) on investments and foreign currency		19,278,792			22,424,324
Net change in unrealized appreciation (depreciation) on investments and foreign currency		33,939,661			(20,666,794	)
Net increase from operations		60,364,140			5,155,467
DISTRIBUTIONS TO SHAREHOLDERS (Note 9):
From net investment income (Class S)		(6,031,527	)		(2,389,572	)
From net investment income (Class I)		(2,316,228	)		(861,626	)
From net realized gain on investments (Class S)		(14,939,980	)		(15,654,458	)
From net realized gain on investments (Class I)		(5,249,295	)		(5,342,785	)
Total distributions to shareholders		(28,537,030	)		(24,248,441	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		44,396,863			27,275,985
Net increase in net assets		76,223,973			8,183,011
NET ASSETS:
Beginning of year		205,476,997			197,293,986
End of year (including distributions in excess of net investment income of $1,703,240 and undistributed net investment income of $182,326, respectively)	$	281,700,970		$	205,476,997

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

12

Real Estate Series

Financial Highlights - Class S*

	FOR THE YEARS ENDED
	12/31/14			12/31/13			12/31/12			12/31/11			12/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.32		$	14.57		$	12.65		$	12.58		$	10.61
Income from investment operations:
Net investment income1		0.44	2		0.24			0.21			0.15			0.12
Net realized and unrealized gain on investments		3.24			0.10			2.54			0.49			2.44
Total from investment operations		3.68			0.34			2.75			0.64			2.56
Less distributions to shareholders:
From net investment income		(0.44	)		(0.21	)		(0.29	)		(0.15	)		(0.12	)
From net realized gain on investments		(1.10	)		(1.38	)		(0.54	)		(0.42	)		(0.47	)
Total distributions to shareholders		(1.54	)		(1.59	)		(0.83	)		(0.57	)		(0.59	)
Net asset value - End of year	$	15.46		$	13.32		$	14.57		$	12.65		$	12.58
Net assets - End of year
(000’s omitted)	$	231,188		$	168,167		$	170,898		$	167,153		$	89,136
Total return3		28.14	%		2.67	%		21.93	%		5.29	%		24.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.11	%		1.12	%		1.10	%		1.18	%		1.20	%
Net investment income		2.89	%2		1.57	%		1.49	%		1.21	%		1.02	%
Portfolio turnover		44	%		40	%		14	%		34	%		34	%
*Effective August 1, 2012, the shares of the Series have been designated as Class S. **For certain years presented, 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			N/A			N/A			0.01	%

¹Calculated based on average shares outstanding during the years.

²Reflects a special dividend paid out during the period by two of the Series’ holdings. Had the Series not received the special dividends, the net investment income per share would have been $0.22 and the net investment income ratio would have been 1.49%.

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.

13

Real Estate Series

Financial Highlights - Class I

	FOR THE YEARS ENDED						FOR THE PERIOD
	12/31/14			12/31/13			8/1/121 TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.18		$	9.55		$	10.00
Income (loss) from investment operations:
Net investment income2		0.29	3		0.19			0.08
Net realized and unrealized gain (loss) on investments		1.97			0.04			0.32
Total from investment operations		2.26			0.23			0.40
Less distributions to shareholders:
From net investment income		(0.48	)		(0.22	)		(0.31	)
From net realized gain on investments		(1.10	)		(1.38	)		(0.54	)
Total distributions to shareholders		(1.58	)		(1.60	)		(0.85	)
Net asset value - End of period	$	8.86		$	8.18		$	9.55
Net assets - End of period (000’s omitted)	$	50,513		$	37,310		$	26,396
Total return4		28.44	%		2.94	%		4.16	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.86	%		0.87	%		0.87	%5
Net investment income		3.14	%3		1.88	%		1.95	%5
Portfolio turnover		44	%		40	%		14	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Reflects a special dividend paid out during the period by two of the Series’ holdings. Had the Series not received the special dividends, the net investment income per share would have been $0.16 and the net investment income ratio would have been 1.74%.

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.

14

Real Estate Series

Notes to Financial Statements

1. Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated as Real Estate Series Class S common stock and 100 million have been designated as Real Estate Series Class I common stock.

2. Significant Accounting Policies

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

15

Real Estate Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security where a factor from a third party vendor is provided as a Level 2 security.

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

The following is a summary of the valuation levels used for major security types as of December 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	$	21,044,404	$	16,913,398	$	4,131,006	$	—
Financials		254,683,967		245,701,949		8,982,018		—
Information Technology		1,242,330		1,242,330		—		—
Utilities		—		—		—		—	*
Mutual fund		3,790,534		3,790,534		—		—
Total assets	$	280,761,235	$	267,648,211	$	13,113,024	$	—

*Prime AET&D Holdings No.1 Ltd. is a Level 3 security as of December 31, 2014. However, there is no value for this security reported in the financial statements. There was no activity in this security for the year ended December 31, 2014.

Please see the Investment Portfolio for foreign securities where a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading. Such securities are included in Level 2 in the table above.

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 fair value levels during the year ended December 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 shareholder services fees), 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 Fund records distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Fund adjusts the estimated amounts of

16

Real Estate Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

components of distributions (and consequently its net investment income) as necessary once the issuers provide information about the actual composition of the distributions.

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

Foreign Currency Translation

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

Federal Taxes

The Series’ 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 December 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 December 31, 2011 through December 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.

17

Real Estate Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

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 0.75% 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 Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 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 each share class’ shareholder services fee, at no more than 0.95% of average daily net assets. The Advisor did not waive any fees for the year ended December 31, 2014. 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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

18

Real Estate 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.

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 December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $130,955,945 and $107,032,694, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

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

CLASS S	FOR THE YEAR ENDED 12/31/2014						FOR THE YEAR ENDED 12/31/2013
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,877,508		$	43,298,509			1,431,034		$	21,346,726
Reinvested		1,371,635			20,505,790			1,348,479			17,696,259
Repurchased		(1,925,594	)		(29,217,124	)		(1,881,551	)		(28,467,869	)
Total		2,323,549		$	34,587,175			897,962		$	10,575,116
CLASS I	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,529,781		$	13,799,732			1,281,689		$	12,800,012
Reinvested		828,373			7,151,070			724,906			5,877,560
Repurchased		(1,221,118	)		(11,141,114	)		(207,583	)		(1,976,703	)
Total		1,137,036		$	9,809,688			1,799,012		$	16,700,869

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

6. Financial Instruments

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

19

Real Estate 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. Real Estate Securities

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

9. Federal Income Tax Information

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 and/or treatment of the recognition of net investment income or gains and losses, including redesignation of distributions paid, investments in passive foreign investment companies (PFICs) and qualified late-year 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 year ended December 31, 2014, $683,498 was reclassified within the capital accounts to decrease Distributions in Excess of Net Investment Income and increase Accumulated Net Realized Gain on Investments. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 12/31/14		FOR THE YEAR ENDED 12/31/13
Ordinary income	$	10,317,395	$	4,362,646
Long-term capital gains		18,219,635		19,885,795

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

Cost for federal income tax purposes	$	223,509,880
Unrealized appreciation		62,430,429
Unrealized depreciation		(5,179,074	)
Net unrealized appreciation	$	57,251,355
Undistributed long-term gains	$	5,260,937
Qualified late-year losses1	$	2,116,417

¹Late-year ordinary losses and net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Series’ next taxable year. For the year ended December 31, 2014, the Series deferred to January 1, 2015 late year short-term ordinary losses of $2,116,417.

20

Real Estate Series

Report of Independent Registered Public Accounting Firm

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

Real Estate 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 Real Estate Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 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 December 31, 2014 by correspondence with the custodian, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

21

Real Estate 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 $309,681 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 1.54%, or if different, the maximum allowable under tax law.

The Series designates $20,707,314 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

22

Real Estate Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the advisor in incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

23

Real Estate Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

24

Real Estate 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: Address:	Paul A. Brooke 290 Woodcliff Drive Fairport, NY 14450
Age:	69
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. (2000-2014) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) GMP Companies (2000-2011) Cytos Biotechnology Ltd. (2012-2014)

25

Real Estate 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:	80
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:	28
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

26

Real Estate 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:	47
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.

27

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28

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29

Real Estate Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 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.

MNRES-12/14-AR

International 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. 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

International Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term growth by investing principally in common stock of companies located outside the U.S., which may include investments of any market capitalization in developed and emerging markets. In managing the Series, a “top-down” approach is implemented to examine economic trends and industry-specific factors in order to identify investment opportunities such as those being created by economic and political changes taking place around the world.

Performance Commentary

Global equity market performance was mixed during 2014. The MSCI ACWI ex USA Index (ACWIxUS) experienced negative absolute returns of -3.87%. The International Series Class S also experienced negative total returns for the year, returning -7.03%, and underperforming the benchmark. Despite the near-term relative performance weakness, the International Series has provided robust absolute returns over the current international stock market cycle, and has outperformed the benchmark on a relative basis since the cycle began in April 2003 and includes both bull and bear market time periods.

From a country positioning and selection perspective, the Series’ underperformance relative to the ACWIxUS benchmark during the year was driven by country allocations. In contrast, the aggregate impact of stock selection within countries was a positive contributor to relative performance. Regarding major detractors from relative performance, the Series’ overweight allocations as compared to the benchmark to Germany, Norway, and Brazil, as well as a lack of exposure to Canada, challenged relative returns. Stock selection in China, France, Hong Kong, and Italy also detracted from relative performance. At a sector level, stock selection in Information Technology, Consumer Staples, and Financials challenged relative returns.

Offsetting a portion of the relative performance weakness were positive contributions to relative returns from stock selection in the United Kingdom, Australia, and Switzerland. The Series’ overweight to India compared to the benchmark and lack of exposure to Russia also aided relative returns. India was among the top performing global markets in 2014 as investors were encouraged by the election of Narendra Modi as Prime Minister. Meanwhile, Russia’s market struggled due to the impact of western sanctions imposed after Russia began agitating in Ukraine as well as the precipitous decline in global oil prices that occurred from late June through year-end. From a sector perspective, stock selection in Health Care contributed positively to relative returns, as did the Series’ underweight to Energy and overweight to Information Technology relative to the benchmark.

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 can 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 attractive macroeconomic conditions and industry fundamentals. 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 December 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.

Performance for the International Series Class S shares is provided above. Performance for the International Series Class I shares may be higher or lower based on the Class’ underlying expenses.

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

International Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - International Series - Class S3		-7.03	%		4.70	%		5.88	%		8.13	%
Manning & Napier Fund, Inc. - International Series - Class I3,4		-6.72	%		4.87	%		5.97	%		8.17	%
Standard & Poor’s (S&P) 500 Total Return Index5		13.67	%		15.45	%		7.68	%		9.60	%
MSCI ACWI ex USA Index6		-3.87	%		4.43	%		5.13	%		6.36	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - International Series - Class S for the ten years ended December 31, 2014 to the S&P 500 Total Return Index and 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 and the S&P 500 Total Return Index are calculated from August 27, 1992, the Class S inception date. Prior to 2001, the MSCI ACWI ex USA Index only published month-end numbers; therefore, performance numbers for the Index are calculated from August 31, 1992.

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 December 31, 2014, this net expense ratio was 1.10% for Class S and 0.85% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.14% for Class S and 0.89% for Class I for the year ended December 31, 2014.

⁴For periods prior to the inception of Class I on March 15, 2012, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - International Series - Class S.

⁵The 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.

⁶The 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 43 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

International 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 (July 1, 2014 to December 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 this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of each Class in the table below provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in 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 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                     7/1/14	ENDING  ACCOUNT VALUE                     12/31/14	EXPENSES PAID DURING PERIOD*                    7/1/14-12/31/14	ANNUALIZED                     EXPENSE RATIO
Class S
Actual	$1,000.00	$889.30	$5.24	1.10%
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.66	$5.60	1.10%
Class I
Actual	$1,000.00	$890.70	$4.05	0.85%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.92	$4.33	0.85%

*Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 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. The Class’ total return would have been lower had certain expenses not been waived during the period.

4

International Series

Portfolio Composition as of December 31, 2014

(unaudited)

5

International Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 99.8%
Consumer Discretionary - 15.7%
Auto Components - 2.6%
F.C.C. Co. Ltd. (Japan)1		158,000	$	2,718,440
Hankook Tire Co. Ltd. (South Korea)1		145,591		6,918,715
Musashi Seimitsu Industry Co. Ltd. (Japan)1		168,000		3,177,748
Nissin Kogyo Co. Ltd. (Japan)1		226,000		3,138,773
				15,953,676
Household Durables - 1.1%
LG Electronics, Inc. (South Korea)1		74,000		3,963,900
Nikon Corp. (Japan)1		224,000		2,976,268
				6,940,168
Internet & Catalog Retail - 4.3%
ASOS plc (United Kingdom)*1		262,080		10,419,742
MakeMyTrip Ltd. (India)*		150,240		3,904,738
Rakuten, Inc. (Japan)1		894,190		12,434,439
				26,758,919
Media - 2.8%
Mediaset Espana Comunicacion S.A. (Spain)*1		678,600		8,531,424
Reed Elsevier plc - ADR (United Kingdom)		60,311		4,104,164
Societe Television Francaise 1 (France)1		297,000		4,565,901
				17,201,489
Specialty Retail - 2.8%
Groupe Fnac S.A. (France)*1		3,891		194,037
Hennes & Mauritz AB - Class B (Sweden)1		129,000		5,359,308
Komeri Co. Ltd. (Japan)1		188,800		4,085,818
Sa Sa International Holdings Ltd. (Hong Kong)1		10,518,390		7,337,739
				16,976,902
Textiles, Apparel & Luxury Goods - 2.1%
Belle International Holdings Ltd. (Hong Kong)1		4,300,000		4,829,972
Daphne International Holdings Ltd. - Class H (China)1		6,600,000		2,403,913
Kering (France)1		31,130		5,982,285
				13,216,170
Total Consumer Discretionary				97,047,324
Consumer Staples - 20.5%
Beverages - 6.7%
AMBEV S.A. - ADR (Brazil)		1,350,000		8,397,000
Carlsberg A/S - Class B (Denmark)1		80,000		6,143,988
Diageo plc (United Kingdom)1		322,810		9,247,578
Treasury Wine Estates Ltd. (Australia)1		2,285,660		8,822,132

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

6

International Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Beverages (continued)
Tsingtao Brewery Co. Ltd. - Class H (China)1		1,284,000	$	8,660,639
				41,271,337
Food & Staples Retailing - 3.9%
Carrefour S.A. (France)1		169,962		5,172,197
Casino Guichard-Perrachon S.A. (France)1		34,170		3,142,433
Dairy Farm International Holdings Ltd. (Hong Kong)1		681,300		6,131,700
Tesco plc (United Kingdom)1		1,217,410		3,549,609
Wal-Mart de Mexico S.A.B. de C.V. - Class V (Mexico)		2,946,000		6,333,788
				24,329,727
Food Products - 7.3%
Biostime International Holdings Ltd. - Class H (China)1		1,472,500		3,018,645
Charoen Pokphand Foods PCL (Thailand)1		3,841,800		3,161,797
Danone S.A. (France)1		107,012		6,996,253
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)*		2,604,000		7,183,448
Nestle S.A. (Switzerland)1		105,220		7,670,645
Unilever plc - ADR (United Kingdom)		420,230		17,010,910
				45,041,698
Household Products - 1.1%
Reckitt Benckiser Group plc (United Kingdom)1		81,990		6,640,702
Tobacco - 1.5%
Gudang Garam Tbk PT (Indonesia)1		730,000		3,576,211
Swedish Match AB (Sweden)1		191,000		5,984,893
				9,561,104
Total Consumer Staples				126,844,568
Energy - 3.6%
Energy Equipment & Services - 2.1%
Saipem S.p.A. (Italy)*1		317,000		3,323,010
Spectrum ASA (Norway)1		372,770		1,475,475
TGS Nopec Geophysical Co. ASA (Norway)1		391,280		8,450,370
				13,248,855
Oil, Gas & Consumable Fuels - 1.5%
Royal Dutch Shell plc - Class B (Netherlands)1		88,430		3,055,355
Royal Dutch Shell plc - Class B - ADR (Netherlands)		87,780		6,105,977
				9,161,332
Total Energy				22,410,187
Financials - 6.2%
Banks - 1.2%
Sumitomo Mitsui Trust Holdings, Inc. (Japan)1		1,907,000		7,304,361

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

7

International Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Capital Markets - 1.0%
Daiwa Securities Group, Inc. (Japan)1		830,000	$	6,499,014
Diversified Financial Services - 1.2%
IDFC Ltd. (India)1		3,023,300		7,483,807
Insurance - 1.6%
Mapfre S.A. (Spain)1		1,877,000		6,344,247
Zurich Insurance Group AG (Switzerland)1		10,500		3,281,275
				9,625,522
Real Estate Investment Trusts (REITS) - 1.2%
Alstria Office REIT AG (Germany)1		595,480		7,393,869
Total Financials				38,306,573
Health Care - 10.3%
Health Care Equipment & Supplies - 1.0%
Carl Zeiss Meditec AG (Germany)1		232,000		5,895,415
Health Care Providers & Services - 2.4%
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		200,000		7,428,000
Odontoprev S.A. (Brazil)		2,000,000		7,418,554
				14,846,554
Life Sciences Tools & Services - 1.1%
Gerresheimer AG (Germany)1		118,970		6,480,640
Pharmaceuticals - 5.8%
AstraZeneca plc - ADR (United Kingdom)		154,370		10,864,561
GlaxoSmithKline plc (United Kingdom)1		172,980		3,711,049
Indivior plc (United Kingdom)*1		81,990		190,918
Novartis AG - ADR (Switzerland)		49,000		4,540,340
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		140,000		8,051,400
Wockhardt Ltd. (India)1		546,860		8,705,989
				36,064,257
Total Health Care				63,286,866
Industrials - 19.9%
Airlines - 2.7%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		1,893,363		10,886,837
Latam Airlines Group S.A. - ADR (Chile)*		500,000		5,990,000
				16,876,837
Commercial Services & Supplies - 1.4%
Aggreko plc (United Kingdom)1		246,137		5,739,921
Taiwan Secom Co. Ltd. (Taiwan)1		11,658		30,547
Tomra Systems ASA (Norway)1		354,000		2,712,759
				8,483,227

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

8

International Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Construction & Engineering - 2.3%
Larsen & Toubro Ltd. (India)1		591,285	$	13,930,514
Electrical Equipment - 4.3%
Alstom S.A. (France)*1		295,560		9,532,609
Bharat Heavy Electricals Ltd. (India)1		2,049,250		8,560,293
Schneider Electric SE (France)1		66,000		4,806,743
Teco Electric and Machinery Co. Ltd. (Taiwan)1		4,084,000		3,861,681
				26,761,326
Industrial Conglomerates - 4.3%
Siemens AG (Germany)1		237,600		26,659,704
Machinery - 3.8%
ANDRITZ AG (Austria)1		123,000		6,762,089
FANUC Corp. (Japan)1		71,000		11,706,508
Jain Irrigation Systems Ltd. (India)1		4,464,000		4,913,635
Jain Irrigation Systems Ltd. - DVR (India)1		44,872		36,268
				23,418,500
Professional Services - 1.1%
Experian plc (United Kingdom)1		405,980		6,843,598
Total Industrials				122,973,706
Information Technology - 16.3%
Communications Equipment - 1.1%
Alcatel-Lucent - ADR (France)*		1,855,000		6,585,250
Electronic Equipment, Instruments & Components - 2.7%
Hitachi Ltd. (Japan)1		1,646,660		12,153,612
Keyence Corp. (Japan)1		10,809		4,816,434
				16,970,046
Internet Software & Services - 1.3%
NetEase, Inc. - ADR (China)		80,000		7,931,200
Semiconductors & Semiconductor Equipment - 1.1%
MediaTek, Inc. (Taiwan)1		460,000		6,687,218
Software - 6.2%
AVEVA Group plc (United Kingdom)1		733,322		15,018,466
SAP SE (Germany)1		239,440		16,719,750
Totvs S.A. (Brazil)		487,000		6,412,234
				38,150,450
Technology Hardware, Storage & Peripherals - 3.9%
Canon, Inc. (Japan)1		95,000		3,019,457

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

9

International Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Technology Hardware, Storage & Peripherals (continued)
Samsung Electronics Co. Ltd. (South Korea)1		17,490	$	21,027,256
				24,046,713
Total Information Technology				100,370,877
Materials - 3.8%
Chemicals - 3.8%
BASF SE (Germany)1		76,100		6,383,355
Linde AG (Germany)1		92,500		17,038,768
Total Materials				23,422,123
Telecommunication Services - 3.5%
Diversified Telecommunication Services - 3.5%
Telefonica S.A. - ADR (Spain)		727,200		10,333,512
Telenor ASA - ADR (Norway)		184,380		11,163,103
Total Telecommunication Services				21,496,615
TOTAL COMMON STOCKS
(Identified Cost $604,055,974)				616,158,839
PREFERRED STOCKS - 0.3%
Energy - 0.3%
Oil, Gas & Consumable Fuels - 0.3%
Petroleo Brasileiro S.A. - ADR (Brazil)
(Identified Cost $6,276,908)		240,000		1,819,200
SHORT-TERM INVESTMENT - 0.1%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.03%,
(Identified Cost $496,688)		496,688		496,688
TOTAL INVESTMENTS - 100.2%
(Identified Cost $610,829,570)				618,474,727
LIABILITIES, LESS OTHER ASSETS - (0.2%)				(1,320,574	)
NET ASSETS - 100%			$	617,154,153

ADR - American Depositary Receipt

DVR - Differential Voting Rights

*Non-income producing security.

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

²Rate shown is the current yield as of December 31, 2014.

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

10

International Series

Investment Portfolio - December 31, 2014

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

Germany 15.2%; United Kingdom 15.1%; Japan 12.0%.

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.

11

International Series

Statement of Assets & Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $610,829,570) (Note 2)	$	618,474,727
Foreign tax reclaims receivable		1,271,248
Dividends receivable		464,431
Receivable for fund shares sold		286,371
Prepaid and other expenses		165
TOTAL ASSETS		620,496,942
LIABILITIES:
Accrued foreign capital gains tax (Note 2)		490,938
Accrued management fees (Note 3)		371,231
Accrued shareholder services fees (Class S) (Note 3)		114,775
Accrued transfer agent fees (Note 3)		49,381
Accrued fund accounting and administration fees (Note 3)		29,742
Accrued Directors’ fees (Note 3)		1,741
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for fund shares repurchased		2,029,084
Payable for securities purchased		4,750
Other payables and accrued expenses		250,740
TOTAL LIABILITIES		3,342,789
TOTAL NET ASSETS	$	617,154,153
NET ASSETS CONSIST OF:
Capital stock	$	730,911
Additional paid-in-capital		602,839,451
Undistributed net investment income		111,901
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		6,431,896
Net unrealized appreciation on investments (net of foreign capital gains tax of $490,938), foreign currency and translation of other assets and liabilities		7,039,994
TOTAL NET ASSETS	$	617,154,153
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($490,833,040/ 60,582,620 shares)	$	8.10
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($126,321,113/ 12,508,522 shares)	$	10.10

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

12

International Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $1,723,751)	$	16,534,791
EXPENSES:
Management fees (Note 3)		5,399,903
Shareholder services fees (Class S)(Note 3)		1,454,343
Transfer agent fees (Note 3)		212,833
Fund accounting and administration fees (Note 3)		118,103
Directors’ fees (Note 3)		40,253
Chief Compliance Officer service fees (Note 3)		3,160
Custodian fees		402,362
Miscellaneous		217,234
Total Expenses		7,848,191
Less reduction of expenses (Note 3)		(273,958	)
Net Expenses		7,574,233
NET INVESTMENT INCOME		8,960,558
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on- Investments		69,338,916
Foreign currency and translation of other assets and liabilities		(418,927	)
		68,919,989
Net change in unrealized appreciation (depreciation) on- Investments (net of increase in accrued foreign capital gains tax of $406,422)		(127,048,196	)
Foreign currency and translation of other assets and liabilities		(145,124	)
		(127,193,320	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(58,273,331	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(49,312,773	)

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

13

International Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	8,960,558		$	8,954,098
Net realized gain on investments and foreign currency		68,919,989			33,641,843
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(127,193,320	)		88,282,633
Net increase (decrease) from operations		(49,312,773	)		130,878,574
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(6,758,776	)		(7,362,656	)
From net investment income (Class I)		(1,659,943	)		(1,425,204	)
From net realized gain on investments (Class S)		(53,674,182	)		(22,749,988	)
From net realized gain on investments (Class I)		(10,868,137	)		(4,129,609	)
Total distributions to shareholders		(72,961,038	)		(35,667,457	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		(38,957,031	)		21,639,838
Net increase (decrease) in net assets		(161,230,842	)		116,850,955
NET ASSETS:
Beginning of year		778,384,995			661,534,040
End of year (including undistributed net investment income of $111,901 and distributions in excess of net investment income of $76,564, respectively)	$	617,154,153		$	778,384,995

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

14

International Series

Financial Highlights - Class S*

	FOR THE YEARS ENDED
	12/31/14			12/31/13			12/31/12			12/31/11			12/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.91		$	8.70		$	7.61		$	8.85		$	8.39
Income (loss) from investment operations:
Net investment income1		0.12			0.11			0.10			0.13			0.14
Net realized and unrealized gain (loss) on investments		(0.84	)		1.59			1.10			(1.26	)		0.86
Total from investment operations		(0.72	)		1.70			1.20			(1.13	)		1.00
Less distributions to shareholders:
From net investment income		(0.12	)		(0.12	)		(0.10	)		(0.10	)		(0.19	)
From return of capital		—			—			(0.01	)		—			—
From net realized gain on investments		(0.97	)		(0.37	)		—			(0.01	)		(0.35	)
Total distributions to shareholders		(1.09	)		(0.49	)		(0.11	)		(0.11	)		(0.54	)
Net asset value - End of year	$	8.10		$	9.91		$	8.70		$	7.61		$	8.85
Net assets - End of year (000’s omitted)	$	490,833		$	637,598		$	565,609		$	513,267		$	317,199
Total return2		(7.03	%)		19.69	%		15.78	%		(12.82	%)		12.04	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.10	%		1.10	%		1.10	%		1.16	%		1.15	%
Net investment income		1.20	%		1.21	%		1.30	%		1.49	%		1.68	%
Portfolio turnover		22	%		22	%		22	%		7	%		13	%
*Effective December 31, 2011, the shares of the Series have been designated as Class S. **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:
		0.04	%		0.03	%		0.07	%		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.

15

International Series

Financial Highlights - Class I

	FOR THE YEARS ENDED						FOR THE PERIOD
	12/31/14			12/31/13			3/15/121 TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.05		$	10.47		$	10.00
Income (loss) from investment operations:
Net investment income2		0.17			0.17			0.13
Net realized and unrealized gain (loss) on investments		(1.00	)		1.91			0.46
Total from investment operations		(0.83	)		2.08			0.59
Less distributions to shareholders:
From net investment income		(0.15	)		(0.13	)		(0.11	)
From return of capital		—			—			(0.01	)
From net realized gain on investments		(0.97	)		(0.37	)		—
Total distributions to shareholders		(1.12	)		(0.50	)		(0.12	)
Net asset value - End of period	$	10.10		$	12.05		$	10.47
Net assets - End of period (000’s omitted)	$	126,321		$	140,787		$	95,925
Total return3		(6.72	%)		19.97	%		5.88	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85	%		0.85	%		0.85	%4
Net investment income		1.42	%		1.48	%		1.67	%4
Portfolio turnover		22	%		22	%		22	%
*The investment advisor did not impose all or a portion of its management and/or other fees during the period, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.04%			0.03	%		0.09	%4

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

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

16

International Series

Notes to Financial Statements

1. Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 250 million have been designated as International Series Class S common stock and 100 million have been designated as International Series Class I common stock.

2. Significant Accounting Policies

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

17

International Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security where a factor from a third party vendor is provided as a Level 2 security.

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

The following is a summary of the valuation levels used for major security types as of December 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	$	97,047,324	$	8,008,902	$	89,038,422	$	—
Consumer Staples		126,844,568		38,925,146		87,919,422		—
Energy		22,410,187		6,105,977		16,304,210		—
Financials		38,306,573		—		38,306,573		—
Health Care		63,286,866		38,302,855		24,984,011		—
Industrials		122,973,706		16,876,837		106,096,869		—
Information Technology		100,370,877		20,928,684		79,442,193		—
Materials		23,422,123		—		23,422,123		—
Telecommunication Services		21,496,615		21,496,615		—		—
Preferred Securities:
Energy		1,819,200		1,819,200		—		—
Mutual fund		496,688		496,688		—		—
Total assets	$	618,474,727	$	152,960,904	$	465,513,823	$	—

Please see the Investment Portfolio for foreign securities where a factor from a third party vendor was applied to determine the security’s fair value following close of local trading. Such securities are included in Level 2 in the table above.

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

18

International Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

shareholder services fees), 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 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.

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 December 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 December 31, 2011 through December 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. The Series is subject to a tax imposed on short term capital gains on securities of issuers domiciled in India. The Series records an estimated deferred tax liability for securities that have been held for less than a year at the end of the reporting period, assuming those positions were disposed of at the end of the period. This amount is reported in Accrued foreign capital gains tax in the accompanying Statement of Assets and Liabilities. Realized losses on the sale of securities of issuers domiciled in India can be carried forward for eight years to offset potential future short term realized capital gains.

Distributions of Income and Gains

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

Indemnifications

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

19

International Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Indemnifications (continued)

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

Other

The preparation of financial statements in conformity with 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 0.75% 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 Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 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 each share class’ shareholder services fee, at no more than 0.85% of average daily net assets. Accordingly, the Advisor waived fees of $273,958 for the year ended December 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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and

20

International Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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 December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $150,920,356 and $229,182,325, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

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

CLASS S	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,034,580		$	48,663,625			9,583,708		$	89,035,777
Reinvested		7,333,073			58,712,204			2,944,222			28,235,088
Repurchased		(16,134,004	)		(154,441,126	)		(13,224,923	)		(122,886,151	)
Total		(3,766,351	)	$	(47,065,297	)		(696,993	)	$	(5,615,286	)
CLASS I	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,936,083		$	23,008,129			3,434,084		$	37,575,957
Reinvested		1,242,972			12,385,248			472,352			5,507,628
Repurchased		(2,350,034	)		(27,285,111	)		(1,390,417	)		(15,828,461	)
Total		829,021		$	8,108,266			2,516,019		$	27,255,124

Approximately 54% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of December 31, 2014.

21

International Series

Notes to Financial Statements (continued)

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 and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, and investments in passive foreign investment companies (PFICs). 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 year ended December 31, 2014, amounts were reclassified within the capital accounts to reduce Undistributed Net Investment Income by $353,374 and increase Accumulated Net Realized Gain on Investments by $353,374. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED  12/31/14		FOR THE YEAR ENDED 12/31/13
Ordinary income	$	16,622,851	$	9,740,963
Long-term capital gains		56,338,187		25,926,494

At December 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:

Cost for federal income tax purposes	$	612,547,449
Unrealized appreciation		83,526,219
Unrealized depreciation		(77,598,941	)
Net unrealized appreciation	$	5,927,278
Undistributed ordinary income	$	111,901
Undistributed long-term capital gains	$	8,149,775

22

International Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of International 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 International Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 December 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

23

International 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 $15,966,843 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 the foreign taxes paid for the year ended December 31, 2014. The Series had $18,253,105 in foreign source income and paid foreign taxes of $1,240,722.

The Series designates $63,507,352 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

24

International Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the Advisor is incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

25

International Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

26

International 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:	69
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. (2000-2014) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) GMP Companies (2000-2011) Cytos Biotechnology Ltd. (2012-2014)

27

International 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:	80
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:	28
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

28

International 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:	47
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.

29

International Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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.

MNINT-12/14-AR

World Opportunities 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. 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

World Opportunities 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 2014. The MSCI ACWI ex USA Index (ACWIxUS) experienced negative absolute returns of -3.87%. The World Opportunities Series also experienced negative total returns for the year, returning -9.77%, and underperforming the benchmark. Importantly, the Series has provided robust positive absolute returns over the current international stock market cycle, which began in April 2003 and includes both bull and bear market time periods.

The Series’ underperformance relative to the ACWIxUS benchmark during the year was driven by stock selection. Sector positioning detracted from relative returns as well. Regarding major detractors from relative performance, stock selection in Consumer Staples, Energy, and Health Care challenged relative returns. The Series’ overweight allocation to Energy relative to the benchmark also detracted from relative returns as a steep drop in global oil prices during the year’s second half exerted downward pressure across the sector. From a country positioning and selection perspective, stock selection in Canada, France, Hong Kong, and China 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 Industrials. The Series’ overweight allocations to Health Care and Consumer Staples relative to the benchmark also aided relative returns. At a country level, stock selection in Ireland, Norway, and Brazil contributed positively, as did the Series’ overweight to Ireland and underweight to Russia relative to the benchmark.

Regarding current portfolio positioning, the Series’ investments reflect an emphasis on companies that we believe possess growth drivers that are not heavily reliant upon the pace of expansion in broader domestic or global economies. As slow growth persists around the world, we believe the most attractive return potential exists in companies that have control of their destiny and can successfully grow revenues and earnings quicker than GDP. Specifically we are looking for innovative companies with the ability to disrupt their competitive environment. Businesses that generate growth by creating new markets, by expanding existing markets, or through share gains at the expense of rivals represent compelling investment opportunities, provided that valuations are reasonable relative to growth potential.

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 can 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

World Opportunities Series

Fund Commentary

(unaudited)

Performance Commentary (continued)

Please see the next page for additional performance information as of December 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. 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.

3

World Opportunities Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - World Opportunities Series3		-9.77	%		3.13	%		5.25	%		7.93	%
MSCI ACWI ex USA Index4		-3.87	%		4.43	%		5.13	%		5.18	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - World Opportunities Series for the ten years ended December 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 6, 1996, the Series’ inception date. Prior to 2001, the MSCI ACWI ex USA Index only published month-end numbers; therefore, performance numbers for the Index are calculated from September 30, 1996.

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 December 31, 2014, this net expense ratio was 1.07%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.07% for the year ended December 31, 2014.

⁴The 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 43 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.

4

World Opportunities 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 (July 1, 2014 to December 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                  7/1/14	ENDING  ACCOUNT VALUE                   12/31/14	EXPENSES PAID DURING PERIOD*              7/1/14-12/31/14
Actual	$1,000.00	$858.70	$5.06
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.76	$5.50

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.08%, 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 ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data.

5

World Opportunities Series

Portfolio Composition as of December 31, 2014

(unaudited)

6

World Opportunities Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 94.0%
Consumer Discretionary - 16.7%
Diversified Consumer Services - 1.5%
Kroton Educacional S.A. (Brazil)*		14,231,396	$	82,983,462
Hotels, Restaurants & Leisure - 2.2%
Accor S.A. (France)1		2,675,110		120,249,126
Internet & Catalog Retail - 0.6%
Ocado Group plc (United Kingdom)*1		5,087,055		31,488,456
Media - 7.1%
ITV plc (United Kingdom)1		18,267,482		60,935,244
Liberty Global plc - Class A - ADR (United Kingdom)*		1,281,280		64,326,662
Modern Times Group AB - Class B (Sweden)1		929,886		29,489,103
ProSiebenSat.1 Media AG (Germany)1		678,480		28,349,226
Sky plc (United Kingdom)1		12,472,490		174,070,417
Societe Television Francaise 1 (France)1		1,838,010		28,256,473
				385,427,125
Specialty Retail - 2.2%
Kingfisher plc (United Kingdom)1		22,816,030		120,608,925
Textiles, Apparel & Luxury Goods - 3.1%
Adidas AG (Germany)1		1,535,190		106,612,365
lululemon athletica, Inc.*		1,091,950		60,919,891
				167,532,256
Total Consumer Discretionary				908,289,350
Consumer Staples - 21.7%
Beverages - 9.3%
AMBEV S.A. - ADR (Brazil)		15,382,666		95,680,183
Anheuser-Busch InBev N.V. (Belgium)1		929,240		104,578,214
Carlsberg A/S - Class B (Denmark)1		741,640		56,957,839
Diageo plc (United Kingdom)1		3,983,240		114,108,367
Remy Cointreau S.A. (France)1		416,340		27,778,050
SABMiller plc (United Kingdom)1		2,050,830		106,912,346
				506,014,999
Food & Staples Retailing - 4.6%
Carrefour S.A. (France)1		4,054,235		123,376,404
Tesco plc (United Kingdom)1		43,558,990		127,005,171
				250,381,575
Food Products - 5.1%
Charoen Pokphand Foods PCL (Thailand)1		34,498,360		28,392,111
Danone S.A. (France)1		2,012,550		131,576,925
Nestle S.A. (Switzerland)1		814,120		59,350,174
Unilever plc - ADR (United Kingdom)		1,425,940		57,722,051
				277,041,261

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

7

World Opportunities Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Personal Products - 1.0%
Beiersdorf AG (Germany)1		689,866	$	56,013,148
Tobacco - 1.7%
Imperial Tobacco Group plc (United Kingdom)1		1,415,430		62,306,604
Swedish Match AB (Sweden)1		955,840		29,950,787
				92,257,391
Total Consumer Staples				1,181,708,374
Energy - 9.1%
Energy Equipment & Services - 3.5%
CGG S.A. (France)*1		2,404,179		14,168,693
Petroleum Geo-Services ASA (Norway)1		4,980,250		28,036,090
Schlumberger Ltd.		1,464,870		125,114,547
Trican Well Service Ltd. (Canada)		5,031,400		24,121,964
				191,441,294
Oil, Gas & Consumable Fuels - 5.6%
Cameco Corp. (Canada)		7,530,870		123,581,577
Encana Corp. (Canada)		8,691,480		120,550,828
Koninklijke Vopak N.V. (Netherlands)1		572,960		29,726,371
Whitehaven Coal Ltd. (Australia)*1		27,620,252		31,297,081
				305,155,857
Total Energy				496,597,151
Financials - 4.7%
Banks - 1.6%
HSBC Holdings plc (United Kingdom)1		9,408,470		88,907,917
Capital Markets - 0.8%
CETIP S.A. - Mercados Organizados (Brazil)		3,658,950		44,322,545
Insurance - 2.3%
Admiral Group plc (United Kingdom)1		6,103,550		125,215,126
Total Financials				258,445,588
Health Care - 12.7%
Health Care Equipment & Supplies - 1.7%
BioMerieux (France)1		287,549		29,833,196
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		77,208,000		62,326,743
				92,159,939
Health Care Providers & Services - 3.9%
Fresenius Medical Care AG & Co. KGaA (Germany)1		1,799,650		134,320,577
Life Healthcare Group Holdings Ltd. (South Africa)1		21,735,059		80,292,548
				214,613,125

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

8

World Opportunities Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Life Sciences Tools & Services - 1.1%
QIAGEN N.V.*1		2,534,940	$	59,046,661
Pharmaceuticals - 6.0%
Novo Nordisk A/S - Class B (Denmark)1		2,309,870		97,707,005
Otsuka Holdings Co. Ltd. (Japan)1		1,661,642		49,818,052
Roche Holding AG (Switzerland)1		201,930		54,711,362
Sanofi (France)1		1,358,596		123,864,158
				326,100,577
Total Health Care				691,920,302
Industrials - 10.7%
Airlines - 2.3%
Latam Airlines Group S.A. - ADR (Chile)*		2,606,837		31,229,907
Ryanair Holdings plc - ADR (Ireland)*		1,314,906		93,713,351
				124,943,258
Commercial Services & Supplies - 1.0%
Aggreko plc (United Kingdom)1		2,445,433		57,027,560
Electrical Equipment - 1.7%
Nexans S.A. (France)*1		1,534,415		46,955,728
Schneider Electric SE (France)1		619,973		45,152,283
				92,108,011
Machinery - 2.1%
SKF AB - Class B (Sweden)1		5,456,661		114,947,435
Professional Services - 1.9%
SGS S.A. (Switzerland)1		50,010		102,118,927
Trading Companies & Distributors - 1.7%
Brenntag AG (Germany)1		1,610,230		90,028,349
Total Industrials				581,173,540
Information Technology - 5.4%
Internet Software & Services - 4.1%
Qihoo 360 Technology Co. Ltd. - ADR (China)*		2,025,920		116,004,179
Tencent Holdings Ltd. - Class H (China)1		7,433,595		107,556,170
				223,560,349
IT Services - 1.3%
Amdocs Ltd. - ADR		1,508,644		70,385,786
Total Information Technology				293,946,135
Materials - 11.1%
Chemicals - 3.3%
Potash Corp. of Saskatchewan, Inc. (Canada)		872,690		30,823,411
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		1,274,378		30,432,147

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

9

World Opportunities Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Chemicals (continued)
Syngenta AG (Switzerland)1		181,490	$	58,377,646
Umicore S.A. (Belgium)1		1,527,418		61,463,924
				181,097,128
Construction Materials - 2.8%
CRH plc (Ireland)1		3,799,256		91,101,665
Holcim Ltd. (Switzerland)1		823,740		58,884,362
				149,986,027
Metals & Mining - 5.0%
Alumina Ltd. (Australia)*1		32,059,030		46,315,674
Iluka Resources Ltd. (Australia)1		5,570,575		26,752,954
Norsk Hydro ASA (Norway)1		10,350,005		58,301,941
Teck Resources Ltd. - Class B (Canada)		6,991,160		95,359,422
ThyssenKrupp AG (Germany)1		1,725,300		43,950,124
				270,680,115
Total Materials				601,763,270
Telecommunication Services - 1.9%
Wireless Telecommunication Services - 1.9%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		4,790,350		106,249,963
TOTAL COMMON STOCKS
(Identified Cost $5,403,697,209)				5,120,093,673
PREFERRED STOCKS - 0.6%
Energy - 0.6%
Oil, Gas & Consumable Fuels - 0.6%
Petroleo Brasileiro S.A. - ADR (Brazil)
(Identified Cost $63,488,619)		4,213,874		31,941,165
MUTUAL FUNDS - 2.7%
iShares MSCI EAFE ETF		1,225,210		74,541,776
Vanguard FTSE Developed Markets ETF		1,977,791		74,918,723
TOTAL MUTUAL FUNDS
(Identified Cost $157,552,654)				149,460,499

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

10

World Opportunities Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE (NOTE 2)
SHORT-TERM INVESTMENT - 3.1%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.03%, (Identified Cost $ 166,689,228)		166,689,228	$	166,689,228
TOTAL INVESTMENTS - 100.4%
(Identified Cost $ 5,791,427,710)				5,468,184,565
LIABILITIES, LESS OTHER ASSETS - (0.4%)				(23,992,682	)
NET ASSETS - 100%			$	5,444,191,883

KEY:

ADR - American Depositary Receipt

ETF - Exchange-Traded Fund

*Non-income producing security.

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

²Rate shown is the current yield as of December 31, 2014.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United Kingdom - 21.9%; France - 12.7%.

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.

11

World Opportunities Series

Statement of Assets and Liabilities

December 31, 2014

ASSETS:
Investments (identified cost $5,791,427,710)	$	5,468,184,565
Foreign currency (identified cost $8,244)		8,243
Cash		529,769
Receivable for fund shares sold		11,471,621
Foreign tax reclaims receivable		6,715,012
Dividends receivable		5,734,011
Prepaid expenses		1,520
TOTAL ASSETS		5,492,644,741
LIABILITIES:
Accrued management fees (Note 3)		5,171,121
Accrued transfer agent fees (Note 3)		268,968
Accrued fund accounting and administration fees (Note 3)		217,485
Accrued directors’ fees (Note 3)		5,032
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for fund shares repurchased		28,817,936
Payable for securities purchased		12,668,961
Other payables and accrued expenses		1,302,948
TOTAL LIABILITIES		48,452,858
TOTAL NET ASSETS	$	5,444,191,883
NET ASSETS CONSIST OF:
Capital stock	$	7,424,994
Additional paid-in-capital		5,936,666,314
Distributions in excess of net investment income		(2,917,428	)
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(172,900,373	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(324,081,624	)
TOTAL NET ASSETS	$	5,444,191,883
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A
($5,444,191,883/742,499,417 shares)	$	7.33

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

12

World Opportunities Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Dividends (including $798,521 from affiliates) (net of foreign taxes withheld, $16,755,579) (Note 2)	$	169,977,590
EXPENSES:
Management fees (Note 3)		76,065,228
Transfer agent fees (Note 3)		1,142,827
Fund accounting and administration fees (Note 3)		872,177
Directors’ fees (Note 3)		233,901
Chief Compliance Officer service fees (Note 3)		3,160
Custodian fees		1,565,359
Miscellaneous		1,793,260
Total Expenses		81,675,912
NET INVESTMENT INCOME		88,301,678
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments (including net realized loss of $79,054,794 from affiliates) (net of foreign capital gains tax, $7,370,443), (Note 2)		318,507,546
Foreign currency and translation of other assets and liabilities		(3,246,197	)
		315,261,349
Net change in unrealized (depreciation) on-
Investments		(1,119,973,954	)
Foreign currency and translation of other assets and liabilities		(1,057,673	)
		(1,121,031,627	)
NET REALIZED AND UNREALIZED (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(805,770,278	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(717,468,600	)

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

13

World Opportunities Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	88,301,678		$	87,004,813
Net realized gain on investments and foreign currency		315,261,349			619,983,639
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(1,121,031,627	)		580,731,450
Net increase (decrease) from operations		(717,468,600	)		1,287,719,902
DISTRIBUTIONS TO SHAREHOLDERS (Note 9):
From net investment income		(72,063,094	)		(89,228,590	)
From net realized gain on investments		(529,776,133	)		(42,131,561	)
Total distributions to shareholders		(601,839,227	)		(131,360,151	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net decrease from capital share transactions (Note 5)		(1,161,377,106	)		(157,260,852	)
Net increase (decrease) in net assets		(2,480,684,933	)		999,098,899
NET ASSETS:
Beginning of year		7,924,876,816			6,925,777,917
End of year (including distributions in excess of net investment income of $(2,917,428) and $0, respectively)	$	5,444,191,883		$	7,924,876,816

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

14

World Opportunities Series

Financial Highlights

	FOR THE YEARS ENDED
	12/31/14			12/31/13			12/31/12			12/31/11			12/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.05		$	7.75		$	6.63		$	8.61		$	8.12
Income (loss) from investment operations:
Net investment income1		0.10			0.10			0.12			0.24	2		0.07
Net realized and unrealized gain (loss) on investments		(1.01	)		1.35			1.13			(1.64	)		0.67
Total from investment operations		(0.91	)		1.45			1.25			(1.40	)		0.74
Less distributions to shareholders:
From net investment income		(0.10	)		(0.10	)		(0.13	)		(0.24	)		(0.07	)
From net realized gain on investments		(0.71	)		(0.05	)		—			(0.34	)		(0.18	)
Total distributions to shareholders		(0.81	)		(0.15	)		(0.13	)		(0.58	)		(0.25	)
Net asset value - End of year	$	7.33		$	9.05		$	7.75		$	6.63		$	8.61
Net assets - End of year (000’s omitted)	$	5,444,192		$	7,924,877		$	6,925,778		$	5,967,029		$	6,455,426
Total return3		(9.77	%)		18.79	%		18.81	%		(16.14	%)2		9.23	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.07	%		1.07	%		1.08	%		1.09	%		1.11	%
Net investment income		1.16	%		1.17	%		1.64	%		2.84	%2		0.92	%
Portfolio turnover		43	%		46	%		45	%		52	%		39	%
*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			0.00	%4

¹Calculated based on average shares outstanding during the years.

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

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.

⁴Less than 0.01%.

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

15

World Opportunities Series

Notes to Financial Statements

1. Organization

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

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

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 December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 2.5 billion have been designated as World Opportunities 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.

16

World Opportunities 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 December 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	$	908,289,350	$	208,230,015	$	700,059,335	$	—
Consumer Staples		1,181,708,374		153,402,234		1,028,306,140		—
Energy		496,597,151		393,368,916		103,228,235		—
Financials		258,445,588		44,322,545		214,123,043		—
Health Care		691,920,302		—		691,920,302		—
Industrials		581,173,540		124,943,258		456,230,282		—
Information Technology		293,946,135		186,389,965		107,556,170		—
Materials		601,763,270		156,614,980		445,148,290		—
Telecommunication Services		106,249,963		106,249,963		—		—
Preferred Securities:
Energy		31,941,165		31,941,165		—		—
Mutual funds		316,149,727		316,149,727		—		—
Total assets	$	5,468,184,565	$	1,721,612,768	$	3,746,571,797	$	—

Please see the Investment Portfolio for foreign securities where a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading. Such securities are included in Level 2 in the table above.

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

17

World Opportunities Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Foreign Currency Translation

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

Affiliated Companies

The 1940 Act defines “affiliated companies” to include securities in which a series owns 5% or more of the outstanding voting securities of the issuer. The following transactions were effected in securities of affiliated companies for the year ended December 31, 2014:

NAME OF ISSUER	VALUE AT  12/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  12/31/14		SHARES HELD AT 12/31/14		DIVIDEND  INCOME  1/1/14  THROUGH  12/31/14		NET REALIZED  GAIN (LOSS)  1/1/14  THROUGH  12/31/14
CGG (France)*	$	102,810,345	$	47,560,970	$	58,028,597	$	14,168,693		2,404,179	$	—	($	81,441,332	)
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)**		89,278,512		49,164,702		37,971,543		62,326,743		77,208,000		798,521		2,386,538
	$	192,088,857	$	96,725,672	$	96,000,140	$	76,495,436			$	798,521	($	79,054,794	)

*Security was an affiliated company for the period March 17, 2014 - November 14, 2014. Amounts in the table include the entire year ended December 31, 2014.

**Security was an affiliated company for the period July 1, 2014 - October 24, 2014. Amounts in the table include the entire year ended December 31, 2014.

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 December 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 December 31, 2011 through December 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.

18

World Opportunities Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

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.

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

The Advisor did not waive any fees for the year ended December 31, 2014. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

19

World Opportunities 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.

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 December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $3,107,920,581 and $4,805,362,753, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in Class A shares of World Opportunities Series were:

	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		152,753,313		$	1,333,900,544			212,387,309		$	1,775,540,628
Reinvested		61,467,184			444,829,184			13,055,698			114,242,348
Repurchased		(347,523,122	)		(2,940,106,834	)		(242,932,477	)		(2,047,043,828	)
Total		(133,302,625	)	$	(1,161,377,106	)		(17,489,470	)	$	(157,260,852	)

Approximately 3% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. In addition, one shareholder owned 144,212,339 shares (19.4% of shares outstanding) valued at $1,057,076,443. Investment activities of this shareholder may have a material effect on the Series.

6. Line of Credit

The Series has entered into a $50 million credit facility (the “line of credit”) with Bank of New York Mellon. The Series may borrow under the line of credit for temporary or emergency purposes, including funding shareholder redemptions and other short-term liquidity purposes. The Series pays an annual commitment fee on the unused portion of the line of credit which amounted to $60,833 for the year ended December 31, 2014, which is included in miscellaneous expenses in the Statement of Operations. Interest on the used portion is charged to the Series based on rates determined pursuant to the terms of the agreement at the time of borrowing. During the year ended December 31, 2014, the Series did not borrow under the line of credit. The line of credit has a termination date of June 5, 2015 and may be renewed annually.

7. 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 on December 31, 2014.

8. 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

20

World Opportunities Series

Notes to Financial Statements (continued)

8. Foreign Securities (continued)

currencies and future adverse political and economic developments. Moreover, securities of foreign companies and foreign governments and their markets may be less liquid and their prices more volatile than those of comparable domestic companies and the U.S. Government.

9. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, qualified late year losses, losses deferred due to wash sales, redesignation of distributions paid and earnings and profits distributed to shareholders on the redemption of shares. 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 December 31, 2014, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $70,069,257, decrease Distributions in Excess of Net Investment Income by $19,156,012 and decrease Accumulated Net Realized Gain on Investments by $50,913,245. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED  12/31/14		FOR THE YEAR ENDED 12/31/13
Ordinary income	$	147,867,959	$	88,294,542
Long-term capital gains		453,971,268		43,065,609

At December 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:

Cost for federal income tax purposes	$	5,824,781,442
Unrealized appreciation		360,500,525
Unrealized depreciation		(717,097,402	)
Net unrealized depreciation	$	(356,596,877	)
Qualified late-year losses1	$	142,479,642

¹Late-year ordinary losses and net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Series’ next taxable year. For the year ended December 31, 2014, the Series deferred to January 1, 2015, late year ordinary losses of $2,933,001 and late year long-term ordinary losses of $139,546,641.

21

World Opportunities Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of World Opportunities 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 World Opportunities Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 December 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

22

World Opportunities 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 $181,734,489 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 the foreign taxes paid for the year ended December 31, 2014. The Series had $185,471,650 in foreign source income and paid foreign taxes of $10,192,092.

The Series designates $419,214,062 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

23

World Opportunities Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the Advisor is incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

24

World Opportunities Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

25

World Opportunities 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:	69
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. (2000-2014) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) GMP Companies (2000-2011) Cytos Biotechnology Ltd. (2012-2014)

26

World Opportunities 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:	80
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:	28
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

27

World Opportunities 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:	47
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.

28

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29

World Opportunities Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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.

MNWOP-12/14-AR

Ohio Tax Exempt 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. 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. 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

Ohio Tax Exempt Series

Fund Commentary

(unaudited)

Investment Objective

To provide as high a level of current income exempt from federal income tax and Ohio State personal income tax as the Advisor believes is consistent with the preservation of capital. The Series invests primarily in municipal bonds that provide income exempt from federal income tax and Ohio State personal income tax.

Performance Commentary

Domestic fixed income markets did well during 2014 and most sectors provided robust positive absolute returns. Municipal bonds and longer-term Treasury securities were the standout performers. Contrary to consensus expectations at the beginning of the year, yields of bonds with longer-term maturities moved lower during 2014. The 10-year U.S. Treasury yield fell from 3% at the end of 2013 to 2.2% as of December 31, 2014. From a credit quality perspective, investment-grade securities generally outperformed high yield bonds.

During the year, the Bank of America Merrill Lynch 1-12 Year Municipal Bond Index returned 4.27%. Over the same time period, the Ohio Tax Exempt Series returned 1.27%, underperforming its benchmark.

Contributing to the relative performance shortfall during 2014 was the Series’ concentration in shorter duration securities relative to the benchmark. The downward shift on the long end of the Treasury yield curve during the year led to strong performance in longer maturity securities, where the Series’ exposure is limited due to the Advisor’s view of an unattractive upside relative to the risks of rising yields. Offsetting a portion of this relative performance headwind was the Series’ exposure to areas of the market that did well, such as revenue bonds. During the year we added investments in lower rated securities such as hospital bonds and housing bonds, which also performed well on a relative basis.

We believe divergent economic growth across global economies increases the likelihood that monetary policy among major central banks may diverge as well in 2015. This, along with geopolitical risks such as ongoing regional conflicts and European politics, may lead to bouts of volatility in financial markets. In light of the current environment, it is important that investors remain active, flexible, and selective in their approach in an attempt to avoid overvalued and risky areas of the market, something Manning & Napier has done for over 40 years.

Please see the next page for additional performance information as of December 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.

For regulatory purposes, this is not an offering in all states. Credit quality ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). Credit quality ratings for each issue are obtained from Bloomberg using ratings derived from Moody’s Investors Services (Moody’s) or Standard & Poor’s. When ratings from Moody’s are not available, ratings from Standard & Poor’s are used. All investments involve risks, including possible loss of principal. 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. The income earned by the Series may be subject to the Alternative Minimum Tax (AMT), depending on your tax situation. Duration is defined as the average time it takes to collect a bond’s interest and principal repayment. It is a measure of the sensitivity of the price (the value of principal) of a fixed income investment to a change in interest rates.

2

Ohio Tax Exempt Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Ohio Tax Exempt Series3		1.27	%		2.26	%		3.14	%		4.00	%
Bank of America (BofA) Merrill Lynch 1-12 Year Municipal Bond Index4		4.27	%		3.61	%		4.04	%		4.88	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Ohio Tax Exempt Series for the ten years ended December 31, 2014 to the BofA Merrill Lynch 1-12 Year Municipal Bond 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 February 14, 1994, the Series’ 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 December 31, 2014, this net expense ratio was 0.72%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.72% for the year ended December 31, 2014.

⁴ The Bank of America (BofA) Merrill Lynch 1-12 Year Municipal Bond Index is a subset of the BofA Merrill Lynch U.S. Municipal Securities Index, an unmanaged, market-weighted index comprised of investment-grade, fixed rate, coupon bearing municipal bonds. The Index includes securities with maturities greater than one year but less than twelve years. The Index returns assume reinvestment of coupons and do not reflect any fees or expenses. Index returns provided by Interactive Data.

3

Ohio Tax Exempt 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 (July 1, 2014 to December 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                    7/1/14	ENDING  ACCOUNT VALUE                    12/31/14	EXPENSES PAID  DURING  PERIOD*              7/1/14-12/31/14
Actual	$1,000.00	$999.40	$3.53
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.68	$3.57

*Expenses are equal to the Class’ annualized expense ratio (for the six-month period) of 0.70%, 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. 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 is based on one-year data. The Class’ total return would have been lower had certain expenses not been waived during the period.

4

Ohio Tax Exempt Series

Portfolio Composition as of December 31, 2014

(unaudited)

5

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
OHIO MUNICIPAL SECURITIES - 96.0%
Akron, Recreational Facilities Impt., Refunded, G.O. Bond		6.500%		11/1/2015		Aa3	$	300,000	$	315,867
Akron, Various Purposes Impt., G.O. Bond		3.000%		12/1/2017		Aa3		100,000		105,580
Akron, Various Purposes Impt., Series A, G.O. Bond		1.250%		12/1/2017		AA2		350,000		351,383
Akron, Various Purposes Impt., Series A, G.O. Bond		5.000%		12/1/2017		AA2		100,000		111,310
Akron, Various Purposes Impt., Series C, G.O. Bond		3.000%		12/1/2017		AA2		300,000		316,740
American Municipal Power, Inc., Fremont Energy Center Project, Revenue Bond		5.000%		2/15/2019		A1		720,000		823,154
American Municipal Power, Inc., Prairie State Energy Campus Project, Series A, Revenue Bond, AGC		4.375%		2/15/2020		A1		100,000		110,827
Batavia Local School District, G.O. Bond, NATL		5.625%		12/1/2022		A2		170,000		191,743
Butler County Sewer System, Revenue Bond, AGM		5.000%		12/1/2017		Aa3		300,000		334,971
Butler County, G.O. Bond, AMBAC		5.000%		12/1/2016		Aa2		100,000		108,238
Canal Winchester Local School District, Prerefunded Balance, Series B, G.O. Bond, NATL		5.000%		6/1/2015		Aa3		1,355,000		1,382,330
Centerville City School District, School Impt., G.O. Bond		3.000%		12/1/2016		Aa1		100,000		104,494
Cincinnati City School District, School Impt., G.O. Bond, AGM		5.000%		12/1/2018		Aa2		400,000		459,440
Cincinnati Water System, Series A, Revenue Bond		5.000%		12/1/2016		Aaa		150,000		162,899
Cincinnati Water System, Series A, Revenue Bond		5.000%		12/1/2017		Aaa		1,000,000		1,121,340
Cincinnati Water System, Series A, Revenue Bond		5.000%		12/1/2017		Aaa		110,000		118,871
Cincinnati Water System, Series A, Revenue Bond		5.000%		12/1/2018		Aaa		230,000		264,019
Cincinnati Water System, Series A, Revenue Bond		5.000%		12/1/2018		Aaa		120,000		137,749
Cincinnati Water System, Series A, Revenue Bond		4.250%		12/1/2019		Aaa		200,000		226,868
Cincinnati, Public Impt., Series A, G.O. Bond		5.000%		12/1/2017		Aa2		500,000		559,595
Cincinnati, Public Impt., Series B, G.O. Bond		4.250%		12/1/2017		Aa2		140,000		149,296
Cincinnati, Various Purposes Impt., Series C, G.O. Bond		5.000%		12/1/2015		Aa2		300,000		313,110
Cincinnati, Various Purposes Impt., Series C, G.O. Bond		4.250%		12/1/2017		Aa2		150,000		164,280
Cleveland Department of Public Utilities Division of Public Power, Prerefunded Balance, Series A-1, Revenue Bond, NATL		5.000%		11/15/2018		A3		1,000,000		1,082,620
Cleveland Department of Public Utilities Division of Water, Series A, Revenue Bond		5.000%		1/1/2019		Aa2		235,000		268,981
Cleveland Department of Public Utilities Division of Water, Series P, Revenue Bond		5.000%		1/1/2016		Aa1		600,000		628,320
Cleveland Department of Public Utilities Division of Water, Series P, Revenue Bond		5.000%		1/1/2017		Aa1		365,000		396,956
Cleveland Department of Public Utilities Division of Water, Series T, Revenue Bond		5.000%		1/1/2019		Aa1		370,000		425,378
Cleveland Department of Public Utilities Division of Water, Series W, Revenue Bond		5.000%		1/1/2016		Aa1		150,000		157,205
Cleveland Department of Public Utilities Division of Water, Series W, Revenue Bond		5.000%		1/1/2017		Aa1		200,000		217,846

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

6

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
OHIO MUNICIPAL SECURITIES (continued)
Cleveland, Public Impt., Revenue Bond		4.000%		11/15/2020		A1	$	220,000	$	246,171
Columbus City School District, Facilities Construction & Impt., G.O. Bond, AGM		5.000%		12/1/2017		Aa2		265,000		288,410
Columbus City School District, Facilities Construction & Impt., G.O. Bond, AGM		5.000%		12/1/2018		Aa2		125,000		135,590
Columbus, Limited Tax, Various Purposes Impt., Series B, G.O. Bond		4.000%		8/15/2017		Aaa		125,000		135,684
Columbus, Public Impt., Series A, G.O. Bond		4.000%		6/1/2018		Aaa		500,000		550,815
Columbus, Series 1, G.O. Bond		5.000%		7/1/2021		Aaa		300,000		360,690
Columbus, Various Purposes Impt., Series 2, G.O. Bond		4.000%		2/15/2017		Aaa		100,000		107,220
Columbus, Various Purposes Impt., Series A, G.O. Bond		5.000%		12/15/2016		Aaa		105,000		114,286
Columbus, Various Purposes Impt., Series A, G.O. Bond		5.000%		9/1/2017		Aaa		250,000		278,580
Columbus, Various Purposes Impt., Series A, G.O. Bond		5.000%		8/15/2018		Aaa		100,000		114,214
Columbus, Various Purposes Impt., Series A, G.O. Bond		4.000%		2/15/2021		Aaa		500,000		568,700
Cuyahoga County, G.O. Bond		5.000%		12/1/2018		Aa1		250,000		286,667
Cuyahoga County, Limited Tax, Various Purposes Impt., Series A, G.O. Bond		4.000%		12/1/2018		Aa1		400,000		443,396
Cuyahoga County, Public Impt., Revenue Bond		2.000%		12/1/2017		Aa1		280,000		289,307
Cuyahoga County, Public Impt., Revenue Bond		2.000%		12/1/2018		Aa1		185,000		191,375
Cuyahoga County, Public Impt., Revenue Bond		2.000%		12/1/2019		Aa1		85,000		87,529
Cuyahoga County, Public Impt., Series A, G.O. Bond		5.000%		12/1/2020		Aa1		395,000		468,249
Delaware County Sanitary Sewer System, Sewer Impt., Revenue Bond		1.000%		12/1/2016		Aa2		255,000		257,721
Delaware County, Public Impt., Series A, G.O. Bond		4.000%		12/1/2015		Aa1		250,000		258,803
Delaware County, Series B, G.O. Bond		4.000%		12/1/2015		Aa1		200,000		207,042
Dublin City School District, Various Purposes Impt., Series A, G.O. Bond		5.000%		12/1/2017		Aa1		400,000		448,536
Fairfield City School District, G.O. Bond		3.000%		12/1/2016		Aa3		330,000		345,068
Fairfield City School District, G.O. Bond		5.000%		12/1/2020		Aa3		200,000		236,480
Fairfield County, Public Impt., G.O. Bond		2.000%		12/1/2018		Aa2		300,000		309,522
Fairfield Township, Public Impt., Prerefunded Balance, G.O. Bond, AGM		5.000%		12/1/2017		Aa2		290,000		302,870
Fairview Park City School District, School Impt., Prerefunded Balance, G.O. Bond, NATL		5.000%		6/1/2015		Aa2		130,000		132,644
Fairview Park City School District, School Impt., Prerefunded Balance, G.O. Bond, NATL		5.000%		12/1/2029		Aa2		185,000		188,754
Franklin County, G.O. Bond		4.000%		6/1/2017		Aaa		1,145,000		1,237,436
Franklin County, Various Purposes Impt., G.O. Bond		5.000%		12/1/2018		Aaa		275,000		309,504
Franklin County, Various Purposes Impt., G.O. Bond		5.000%		12/1/2020		Aaa		100,000		114,537
Franklin County, Various Purposes Impt., G.O. Bond		5.000%		12/1/2027		Aaa		500,000		553,230

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

7

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
OHIO MUNICIPAL SECURITIES (continued)
Greater Cleveland Regional Transit Authority, Transit Impt., Revenue Bond		4.000%		12/1/2017		Aa2	$	350,000	$	381,021
Greater Cleveland Regional Transit Authority, Transit Impt., Revenue Bond		5.000%		12/1/2018		Aa2		350,000		400,757
Greene County Water System, Series A, Revenue Bond, NATL		5.250%		12/1/2020		Aa2		100,000		118,277
Hamilton County Sewer System, Series A, Revenue Bond, NATL		5.000%		12/1/2019		Aa2		500,000		509,840
Hamilton County Sewer System, Sewer Impt., Series A, Revenue Bond		3.750%		12/1/2015		Aa2		200,000		206,546
Hamilton County Sewer System, Sewer Impt., Series A, Revenue Bond		4.000%		12/1/2018		Aa2		150,000		166,457
Hamilton County Sewer System, Sewer Impt., Series A, Revenue Bond		5.000%		12/1/2020		Aa2		500,000		593,960
Hamilton County Sewer System, Sewer Impt., Series A, Revenue Bond		5.000%		12/1/2020		Aa2		500,000		593,960
Hamilton County, Limited Tax, Riverfront Infrastructure, Parking Facility Impt., G.O. Bond		2.000%		12/1/2016		Aa2		200,000		205,404
Hamilton Local School District, School Impt., Prerefunded Balance, G.O. Bond, AGM		4.500%		6/1/2016		A2		200,000		211,712
Hancock County, Various Purposes Impt., G.O. Bond, NATL		4.000%		12/1/2016		Aa2		200,000		206,306
Hilliard School District, Prerefunded Balance, G.O. Bond, NATL		5.000%		12/1/2015		Aa1		325,000		339,336
Hilliard School District, School Impt., Series A, G.O. Bond		5.000%		12/1/2018		Aa1		500,000		574,370
Hilliard, Limited Tax, Various Purposes Impt., G.O. Bond		3.000%		12/1/2018		Aa1		100,000		106,634
Huber Heights City School District, School Impt., G.O. Bond		5.000%		12/1/2019		A1		300,000		348,936
Huber Heights, Various Purposes Impt., G.O. Bond, AGM		5.000%		6/1/2017		Aa2		115,000		126,823
Independence, Various Purposes Impt., G.O. Bond		3.000%		12/1/2017		Aa1		100,000		105,694
Ironton City School District, Prerefunded Balance, G.O. Bond, NATL		4.250%		12/1/2016		A3		200,000		214,386
Kenston Local School District, School Impt., G.O. Bond		2.000%		12/1/2017		Aa1		100,000		102,827
Lakota Local School District, Butler County, G.O. Bond		5.000%		12/1/2019		Aa1		175,000		203,815
Loveland City School District, G.O. Bond, AGM		5.000%		12/1/2015		Aa2		300,000		312,939
Mahoning Valley Sanitary District, Revenue Bond, AGC		2.125%		12/1/2015		A3		100,000		101,714
Middleburg Heights, G.O. Bond		3.750%		12/1/2017		Aa1		100,000		108,356
Middletown, Various Purposes Impt., G.O. Bond, AGM		4.500%		12/1/2018		Aa3		100,000		111,161

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

8

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
OHIO MUNICIPAL SECURITIES (continued)
Middletown, Various Purposes Impt., G.O. Bond, AGM		5.000%		12/1/2021		Aa3	$	230,000	$	259,332
New Albany Plain Local School District, G.O. Bond, AGM		5.000%		12/1/2015		Aa1		150,000		156,457
New Albany, Limited Tax, Recreational Facility Impt., G.O. Bond		3.000%		12/1/2020		Aa1		340,000		366,629
North Ridgeville, Water Utility Impt., G.O. Bond, AGC		4.750%		12/1/2018		Aa2		200,000		227,314
Northeast Ohio Regional Sewer District, Sewer Impt., Revenue Bond		5.000%		11/15/2021		Aa1		750,000		902,003
Ohio State Turnpike Commission, Highway Impt., Series A, Revenue Bond		5.000%		2/15/2018		Aa3		120,000		134,984
Ohio State Turnpike Commission, Highway Impt., Series A, Revenue Bond		5.000%		2/15/2019		Aa3		375,000		431,651
Ohio State Turnpike Commission, Series A, Revenue Bond		3.250%		2/15/2016		Aa3		100,000		103,263
Ohio State Turnpike Commission, Series A, Revenue Bond, NATL		5.500%		2/15/2019		Aa3		260,000		304,488
The Ohio State University, Series A, Prerefunded Balance, Revenue Bond		5.000%		12/1/2016		WR3		400,000		434,732
The Ohio State University, Series A, Prerefunded Balance, Revenue Bond		5.000%		12/1/2018		WR3		715,000		823,029
Ohio State Water Development Authority, Drinking Water, Prerefunded Balance, Series B, Revenue Bond		5.000%		12/1/2015		WR3		500,000		522,055
Ohio State Water Development Authority, Fresh Water, Revenue Bond		5.500%		12/1/2018		Aaa		100,000		116,953
Ohio State Water Development Authority, Fresh Water, Revenue Bond		5.500%		12/1/2021		Aaa		125,000		154,635
Ohio State Water Development Authority, Pollution Control, Series C, Revenue Bond		3.000%		12/1/2021		Aaa		300,000		322,413
Ohio State Water Development Authority, Pure Water, Prerefunded Balance, Series I, Revenue Bond, AMBAC		6.000%		12/1/2016		Aaa		15,000		15,793
Ohio State Water Development Authority, Revenue Bond		5.250%		12/1/2015		Aaa		200,000		209,350
Ohio State Water Development Authority, Revenue Bond		5.000%		6/1/2018		Aaa		350,000		397,117
Ohio State Water Development Authority, Revenue Bond		5.000%		12/1/2018		Aaa		100,000		115,040
Ohio State Water Development Authority, Series B-1, Revenue Bond		5.000%		12/1/2017		Aaa		125,000		140,284
Ohio State Water Development Authority, Series B-1, Revenue Bond		5.000%		6/1/2018		Aaa		100,000		113,462
Ohio State Water Development Authority, Sewer Impt., Series A, Revenue Bond		5.000%		6/1/2020		Aaa		450,000		531,707

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

9

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
OHIO MUNICIPAL SECURITIES (continued)
Ohio State Water Development Authority, Water Utility Impt., Prerefunded Balance, Revenue Bond		5.000%		6/1/2015		AAA2	$	575,000	$	586,695
Ohio State, Economic Impt., Prerefunded Balance, Series A, Revenue Bond		5.000%		10/1/2019		AA2		250,000		282,885
Ohio State, Public Impt., Series A, G.O. Bond		4.000%		5/1/2017		Aa1		120,000		129,198
Ohio State, Public Impt., Series A, G.O. Bond		3.000%		11/1/2019		Aa1		400,000		430,312
Ohio State, School Impt., Series A, Prerefunded Balance, G.O. Bond		5.000%		6/15/2016		Aa1		410,000		437,716
Ohio State, Series A, G.O. Bond		5.000%		9/15/2018		Aa1		225,000		257,047
Ohio State, Series A, G.O. Bond		5.000%		9/15/2021		Aa1		500,000		601,885
Ohio State, Series B, G.O. Bond		5.000%		8/1/2019		Aa1		175,000		203,730
Ohio State, Series B, Revenue Bond		5.000%		12/15/2018		Aa2		650,000		743,477
Ohio State, Series B, Revenue Bond		5.000%		12/15/2019		Aa2		350,000		407,176
Ohio State, Series C, G.O. Bond		5.000%		9/15/2016		Aa1		305,000		328,668
Ohio State, University & College Impt., Series A, G.O. Bond		5.000%		2/1/2019		Aa1		150,000		172,719
Olentangy Local School District, Public Impt., Prerefunded Balance, G.O. Bond, AGM		5.000%		6/1/2016		Aa1		100,000		106,562
Olentangy Local School District, School Impt., G.O. Bond		5.000%		12/1/2019		Aa1		100,000		116,880
Olentangy Local School District, School Impt., Series A, G.O. Bond		4.300%		12/1/2016		Aa1		150,000		160,158
Olentangy Local School District, Series B, G.O. Bond		3.000%		12/1/2020		Aa1		115,000		124,238
Oregon City School District, School Impt., G.O. Bond		4.000%		12/1/2017		Aa3		100,000		108,863
Portage County, Limited Tax, Various Purposes Impt., G.O. Bond		4.000%		12/1/2017		AA2		250,000		272,193
Sandy Valley Local School District, School Impt., Prerefunded Balance, G.O. Bond, XLCA		4.500%		6/1/2016		A2		100,000		105,856
Sheffield, Limited Tax, Various Purposes Impt., G.O. Bond		2.000%		12/1/2018		AA2		140,000		143,935
Springboro Community City School District, G.O. Bond, AGM		5.250%		12/1/2018		Aa3		200,000		229,722
Springboro Sewer System, Revenue Bond		4.000%		6/1/2018		Aa3		100,000		108,941
Springboro, Limited Tax, Public Impt., G.O. Bond		5.000%		12/1/2019		Aa1		100,000		113,878
Summit County, Series A, G.O. Bond, NATL		4.750%		12/1/2019		Aa1		120,000		129,571
Summit County, Various Purposes Impt., Series R, G.O. Bond, NATL		5.500%		12/1/2019		Aa1		100,000		119,359
Sylvania City School District, School Impt., G.O. Bond, AGC		5.000%		12/1/2020		A1		150,000		164,967
Sylvania City School District, School Impt., G.O. Bond, AGC		5.000%		12/1/2025		A1		270,000		295,658
Toledo Water System, Water Utility Impt., Revenue Bond		5.000%		11/15/2018		Aa3		500,000		571,675

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

10

Ohio Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)
OHIO MUNICIPAL SECURITIES (continued)
Toledo Water System, Water Utility Impt., Revenue Bond		5.000%		11/15/2019		Aa3	$	500,000	$	582,050
Toledo, Limited Tax, Capital Impt., G.O. Bond		5.000%		12/1/2019		A2		275,000		316,223
Troy, Limited Tax, Water & Sewer Impt., G.O. Bond		2.000%		12/1/2020		Aa1		100,000		101,803
Westerville, Various Purposes Impt., G.O. Bond		5.000%		12/1/2020		Aaa		100,000		119,077
Worthington City School District, G.O. Bond		4.000%		12/1/2018		Aa1		400,000		442,528
TOTAL MUNICIPAL BONDS (Identified Cost $42,626,875)										42,830,007
SHORT-TERM INVESTMENT - 4.5%
Dreyfus AMT - Free Municipal Reserves - Class R (Identified Cost $2,000,168)		0.01%4						2,000,168		2,000,168
TOTAL INVESTMENTS - 100.5% (Identified Cost $44,627,043)										44,830,175
LIABILITIES, LESS OTHER ASSETS - (0.5%)										(234,428	)
NET ASSETS - 100%									$	44,595,747

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGC (Assured Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

NATL (National Public Finance Guarantee Corp.)

XLCA (XL Capital Assurance)

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

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Credit rating has been withdrawn. As of December 31, 2014, there is no rating available (unaudited).

⁴Rate shown is the current yield as of December 31, 2014.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in bonds insured by the following company: NATL - 11.0%.

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

11

Ohio Tax Exempt Series

Statement of Assets and Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $44,627,043) (Note 2)	$	44,830,175
Interest receivable		258,145
Receivable for fund shares sold		113,733
TOTAL ASSETS		45,202,053
LIABILITIES:
Accrued management fees (Note 3)		19,802
Accrued fund accounting and administration fees (Note 3)		12,876
Accrued transfer agent fees (Note 3)		636
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		309,819
Payable for fund shares repurchased		238,164
Other payables and accrued expenses		24,602
TOTAL LIABILITIES		606,306
TOTAL NET ASSETS	$	44,595,747
NET ASSETS CONSIST OF:
Capital stock	$	42,184
Additional paid-in-capital		44,325,680
Undistributed net investment income		56,243
Accumulated net realized loss on investments		(31,492	)
Net unrealized appreciation on investments		203,132
TOTAL NET ASSETS	$	44,595,747
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($44,595,747/4,218,350 shares)	$	10.57

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

12

Ohio Tax Exempt Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Interest	$	582,136
Dividends		21
Total Investment Income		582,157
EXPENSES:
Management fees (Note 3)		211,830
Fund accounting and administration fees (Note 3)		53,422
Chief Compliance Officer service fees (Note 3)		3,160
Transfer agent fees (Note 3)		2,560
Directors’ fees (Note 3)		546
Audit fees		25,434
Custodian fees		2,302
Miscellaneous		7,634
Total Expenses		306,888
NET INVESTMENT INCOME		275,269
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments		117,853
Net change in unrealized appreciation on investments		138,436
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		256,289
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	531,558

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

13

Ohio Tax Exempt Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	275,269		$	522,799
Net realized gain on investments		117,853			316,663
Net change in unrealized appreciation (depreciation) on investments		138,436			(1,491,577	)
Net increase (decrease) from operations		531,558			(652,115	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(241,046	)		(511,472	)
From net realized gain on investments		(179,131	)		(289,491	)
Total distributions to shareholders		(420,177	)		(800,963	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		4,291,335			2,897,156
Net increase in net assets		4,402,716			1,444,078
NET ASSETS:
Beginning of year		40,193,031			38,748,953
End of year (including undistributed net investment income of $ 56,243 and $ 23,189, respectively)	$	44,595,747		$	40,193,031

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

14

Ohio Tax Exempt Series

Financial Highlights

	FOR THE YEARS ENDED
	12/31/14			12/31/13			12/31/12			12/31/11			12/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of year	$	10.54		$	10.93		$	10.77		$	10.30		$	10.62
Income (loss) from investment operations:
Net investment income1		0.07			0.14			0.16			0.26			0.35
Net realized and unrealized gain (loss) on investments		0.06			(0.31	)		0.17			0.62			(0.33	)
Total from investment operations		0.13			(0.17	)		0.33			0.88			0.02
Less distributions to shareholders:
From net investment income		(0.06	)		(0.14	)		(0.17	)		(0.25	)		(0.34	)
From net realized gain on investments		(0.04	)		(0.08	)		—	2		(0.16	)		—
Total distributions to shareholders		(0.10	)		(0.22	)		(0.17	)		(0.41	)		(0.34	)
Net asset value - End of year	$	10.57		$	10.54		$	10.93		$	10.77		$	10.30
Net assets - End of year (000’s omitted)	$	44,596		$	40,193		$	38,749		$	37,676		$	34,370
Total return3		1.27	%		(1.59	%)		3.09	%		8.65	%		0.14	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.72	%		0.78	%		0.76	%		0.80	%		0.85	%
Net investment income		0.65	%		1.34	%		1.45	%		2.41	%		3.25	%
Portfolio turnover		41	%		27	%		9	%		60	%		0	%4
*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			0.00	%5

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.

⁴Less than 1%.

⁵Less than 0.01%.

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

15

Ohio Tax Exempt Series

Notes to Financial Statements

1. Organization

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

The Series’ investment objective is to provide as high a level of current income exempt from federal income tax and Ohio State personal income tax as the Advisor believes is consistent with the preservation of capital.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated as Ohio Tax Exempt 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

Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service (the “Service”). The Service utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings). The Service has been approved by the Fund’s Board of Directors (the “Board”).

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 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.

16

Ohio Tax Exempt 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 December 31, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	42,830,007	$	—	$	42,830,007	$	—
Mutual fund		2,000,168		2,000,168		—		—
Total assets	$	44,830,175	$	2,000,168	$	42,830,007	$	—

There were no Level 3 securities held by the Series as of December 31, 2013 or December 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 December 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 December 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 and various states, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2011 through December 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.

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.

17

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

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 0.50% 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 April 30, 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 0.85% of average daily net assets each year. The Advisor did not waive any fees for the year ended December 31, 2014. 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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

18

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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

4. Purchases and Sales of Securities

For the year ended December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $24,646,137 and $16,492,904, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Ohio Tax Exempt Series were:

	FOR THE YEAR ENDED  12/31/14						FOR THE YEAR ENDED  12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		785,090		$	8,344,570			537,320		$	5,770,496
Reinvested		39,016			414,025			74,001			786,180
Repurchased		(420,466	)		(4,467,260	)		(341,124	)		(3,659,520	)
Total		403,640		$	4,291,335			270,197		$	2,897,156

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

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of December 31, 2014.

7. Concentration of Credit

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

8. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including market discount on investments and qualified late-year 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 December 31, 2014, $1,169 was reclassified within the capital accounts from Undistributed Net Investment Income to Accumulated Net Realized Loss on Investments. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

19

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

	FOR THE  YEAR   ENDED 12/31/14	FOR THE YEAR   ENDED 12/31/13
Ordinary income	$    2,669	$        645
Tax exempt income	238,385	511,183
Long-term capital gains	179,123	289,135

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

Cost for federal income tax purposes	$	44,627,043
Unrealized appreciation		292,006
Unrealized depreciation		(88,874	)
Net unrealized appreciation	$	203,132
Undistributed tax exempt income	$	56,243
Qualified late-year losses1	$	31,492

¹Late-year ordinary losses and net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Series’ next taxable year. For the year ended December 31, 2014, the Series deferred to January 1, 2015, late year long-term ordinary losses of $31,492.

20

Ohio Tax Exempt Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Ohio Tax Exempt 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 Ohio Tax Exempt Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 December 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

21

Ohio Tax Exempt 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.

The Series hereby reports $238,385 as tax exempt dividends for the year ended December 31, 2014. It is the intention of the Series to designate the maximum allowable under tax law.

The Series designates $158,031 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

22

Ohio Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the Advisor is incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

23

Ohio Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

24

Ohio Tax Exempt 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:	69
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. (2000-2014) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) GMP Companies (2000-2011) Cytos Biotechnology Ltd. (2012-2014)

25

Ohio Tax Exempt 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:	80
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:	28
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

26

Ohio Tax Exempt 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:	47
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.

27

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29

Ohio Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 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.

MNOTE-12/14-AR

Diversified Tax Exempt 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. 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. 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

Diversified Tax Exempt Series

Fund Commentary

(unaudited)

Investment Objective

To provide as high a level of current income exempt from federal income tax as the Advisor believes is consistent with the preservation of capital. The Series invests primarily in municipal bonds that provide income exempt from federal income tax.

Performance Commentary

Domestic fixed income markets did well during 2014 and most sectors provided robust positive absolute returns. Municipal bonds and longer-term Treasury securities were the standout performers. Contrary to consensus expectations at the beginning of the year, yields of bonds with longer-term maturities moved lower during 2014. The 10-year U.S. Treasury yield fell from 3% at the end of 2013 to 2.2% as of December 31, 2014. From a credit quality perspective, investment-grade securities generally outperformed high yield bonds.

During the year, the Bank of America Merrill Lynch 1-12 Year Municipal Bond Index returned 4.27%. Over the same time period, the Diversified Tax Exempt Series returned 1.51%, underperforming its benchmark.

Contributing to the relative performance shortfall during 2014 was the Series’ concentration in shorter duration securities relative to the benchmark. The downward shift on the long end of the Treasury yield curve during the year led to strong performance in longer maturity securities, where the Series’ exposure is limited due to the Advisor’s view of an unattractive upside relative to the risks of rising yields. Offsetting a portion of this relative performance headwind was the Series’ exposure to areas of the market that did well, such as revenue bonds. During the year we added investments in lower rated securities such as hospital bonds and housing bonds, which also performed well on a relative basis.

We believe divergent economic growth across global economies increases the likelihood that monetary policy among major central banks may diverge as well in 2015. This, along with geopolitical risks such as ongoing regional conflicts and European politics, may lead to bouts of volatility in financial markets. In light of the current environment, it is important that investors remain active, flexible, and selective in their approach an attempt order to avoid overvalued and risky areas of the market, something Manning & Napier has done for over 40 years.

Please see the next page for additional performance information as of December 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.

Credit quality ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). Credit quality ratings for each issue are obtained from Bloomberg using ratings derived from Moody’s Investors Services (Moody’s) or Standard & Poor’s. When ratings from Moody’s are not available, ratings from Standard & Poor’s are used. All investments involve risks, including possible loss of principal. 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. The income earned by the Series may be subject to the Alternative Minimum Tax (AMT), depending on your tax situation. Duration is defined as the average time it takes to collect a bond’s interest and principal repayment. It is a measure of the sensitivity of the price (the value of principal) of a fixed income investment to a change in interest rates.

2

Diversified Tax Exempt Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Diversified Tax Exempt Series3		1.51	%		2.33	%		3.18	%		4.16	%
Bank of America (BofA) Merrill Lynch 1-12 Year Municipal Bond Index4		4.27	%		3.61	%		4.04	%		4.88	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Diversified Tax Exempt Series for the ten years ended December 31, 2014 to the BofA Merrill Lynch 1-12 Year Municipal 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 and Index are calculated from February 14, 1994, the Series’ 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 December 31, 2014, this net expense ratio was 0.56%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.56% for the year ended December 31, 2014.

⁴The Bank of America (BofA) Merrill Lynch 1-12 Year Municipal Bond Index is a subset of the BofA Merrill Lynch U.S. Municipal Securities Index, an unmanaged, market-weighted index comprised of investment-grade, fixed rate, coupon bearing municipal bonds. The Index includes securities with maturities greater than one year but less than twelve years. The Index returns assume reinvestment of coupons and do not reflect any fees or expenses. Index returns provided by Interactive Data.

3

Diversified Tax Exempt 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 (July 1, 2014 to December 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               7/1/14	ENDING  ACCOUNT VALUE               12/31/14	EXPENSES PAID  DURING  PERIOD*              7/1/14-12/31/14
Actual	$1,000.00	$1,002.30	$2.78
Hypothetical
(5% return before expenses)	$1,000.00	$1,022.43	$2.80

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.55%, 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 ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data.

4

Diversified Tax Exempt Series

Portfolio Composition as of December 31, 2014

(unaudited)

Top Ten States4
Florida	7.1	%
Texas	6.8	%
New York	6.6	%
North Carolina	6.2	%
Washington	6.2	%
Pennsylvania	5.7	%
Georgia	4.1	%
Tennessee	4.1	%
Arizona	3.3	%
Nebraska	3.3	%
4As a percentage of total investments.

5

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS - 94.6%
ALASKA - 0.2%
Alaska Municipal Bond Bank Authority, Series 2, Revenue Bond		5.000%		9/1/2022		Aa2	$	500,000	$	593,550
ARIZONA - 3.3%
Arizona Health Facilities Authority, Banner Health, Series A, Revenue Bond		5.000%		1/1/2019		AA2		795,000		862,114
Mesa, Utility System, Revenue Bond, NATL		5.000%		7/1/2019		Aa2		2,000,000		2,315,780
Pima County Sewer System, Series A, Revenue Bond		5.000%		7/1/2019		AA2		1,000,000		1,158,840
Pima County Sewer System, Series B, Revenue Bond		5.000%		7/1/2020		AA2		1,400,000		1,649,270
Salt River Project Agricultural Impt. & Power District, Series A, Revenue Bond		5.000%		12/1/2018		Aa1		1,340,000		1,539,874
Salt River Project Agricultural Impt. & Power District, Series B, Revenue Bond		4.000%		1/1/2018		Aa1		1,000,000		1,092,180
Salt River Project Agricultural Impt. & Power District, Series B, Revenue Bond		5.000%		12/1/2020		Aa1		400,000		475,168
Tucson Water System, Revenue Bond, NATL		4.000%		7/1/2016		Aa2		1,000,000		1,054,090
Tucson Water System, Series A, Revenue Bond		5.000%		7/1/2018		Aa2		1,400,000		1,592,136
Yavapai County Industrial Development Authority, Northern Arizona Healthcare System, Revenue Bond		5.000%		10/1/2020		AA2		460,000		540,394
										12,279,846
COLORADO - 2.0%
Boulder Water & Sewer, Revenue Bond		5.000%		12/1/2019		Aa1		1,500,000		1,762,170
Colorado Springs Utilities System, Series C-1, Revenue Bond		5.000%		11/15/2019		Aa2		2,435,000		2,849,900
Denver Wastewater Management Division Department of Public Works, Revenue Bond		4.000%		11/1/2020		Aa2		1,500,000		1,704,600
Platte River Power Authority, Series GG, Revenue Bond, AGM		5.000%		6/1/2018		Aa2		1,210,000		1,368,958
										7,685,628
CONNECTICUT - 0.1%
Connecticut Municipal Electric Energy Cooperative, Series A, Revenue Bond		4.000%		1/1/2017		Aa3		420,000		447,565
DELAWARE - 1.4%
Delaware River & Bay Authority, Series C, Revenue Bond		5.000%		1/1/2019		A1		2,000,000		2,281,640

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

6

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
DELAWARE (continued)
Delaware State, Public Impt., G.O. Bond		5.000%		3/1/2015		Aaa	$	1,710,000	$	1,724,022
New Castle County, Public Impt., Prerefunded Balance, Series A, G.O. Bond		4.250%		7/15/2026		Aaa		1,265,000		1,292,906
										5,298,568
DISTRICT OF COLUMBIA - 1.3%
District of Columbia Water & Sewer Authority, Series A, Revenue Bond, AGC		5.000%		10/1/2017		Aa3		400,000		445,828
District of Columbia Water & Sewer Authority, Series A, Revenue Bond, AGC		5.000%		10/1/2019		Aa3		1,000,000		1,145,120
District of Columbia Water & Sewer Authority, Water Utility Impt., Series A, Revenue Bond		5.000%		10/1/2018		Aa3		1,000,000		1,142,270
District of Columbia, Public Impt., Prerefunded Balance, Series A, G.O. Bond, AMBAC		5.000%		6/1/2015		Aa2		2,000,000		2,040,320
										4,773,538
FLORIDA - 7.0%
Cape Coral, Water Utility Impt., Special Assessment, NATL		4.500%		7/1/2021		A2		1,780,000		1,860,705
Charlotte County Utility System Revenue, Revenue Bond, AGM		4.100%		10/1/2021		Aa3		900,000		949,977
Daytona Beach Utility System, Water Utility Impt., Revenue Bond, AGM		5.000%		11/1/2019		A2		1,010,000		1,167,025
Florida’s Turnpike Enterprise, Series A, Revenue Bond		5.000%		7/1/2017		Aa3		1,000,000		1,105,070
Florida’s Turnpike Enterprise, Series C, Revenue Bond		5.000%		7/1/2019		Aa3		920,000		1,066,133
Fort Lauderdale, Water & Sewer, Revenue Bond		5.000%		9/1/2020		Aa1		1,545,000		1,822,915
Fort Myers Utility System, Utility Impt., Revenue Bond		5.000%		10/1/2019		Aa3		785,000		912,437
JEA Electric System, Series B, Revenue Bond		5.000%		10/1/2019		Aa3		2,000,000		2,330,700
JEA Electric System, Series C, Revenue Bond		3.000%		10/1/2017		Aa3		1,085,000		1,150,849
JEA Electric System, Swap Termination, Series B, Revenue Bond		5.000%		10/1/2015		Aa3		1,000,000		1,036,380
JEA Electric System, Swap Termination, Series B, Revenue Bond		5.000%		10/1/2019		Aa3		1,500,000		1,748,025
Miami-Dade County, Water & Sewer System, Series B, Revenue Bond, AGM		5.250%		10/1/2019		Aa3		500,000		586,890
Miami-Dade County, Water & Sewer System, Series C, Revenue Bond, BHAC		5.000%		10/1/2015		Aa1		700,000		724,759
Orlando Utilities Commission, Revenue Bond		5.000%		10/1/2019		Aa2		740,000		799,585

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

7

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
FLORIDA (continued)
Orlando Utilities Commission, Series A, Revenue Bond		4.000%		10/1/2017		Aa2	$	400,000	$	435,084
Orlando Utilities Commission, Series B, Revenue Bond		5.000%		10/1/2018		Aa2		1,175,000		1,342,637
Orlando Utilities Commission, Series C, Revenue Bond		5.000%		10/1/2016		Aa2		1,000,000		1,079,030
Orlando-Orange County Expressway Authority, Revenue Bond		5.000%		7/1/2018		A2		675,000		764,897
Orlando-Orange County Expressway Authority, Revenue Bond		5.000%		7/1/2019		A2		500,000		577,765
Orlando-Orange County Expressway Authority, Swap Termination, Series B, Revenue Bond		5.000%		7/1/2020		A2		1,165,000		1,368,747
Port St. Lucie Utility System, Revenue Bond, AGC		5.000%		9/1/2017		A1		1,730,000		1,917,238
Port St. Lucie Utility System, Revenue Bond, AGC		5.000%		9/1/2018		A1		400,000		453,532
South Miami Health Facilities Authority, Baptist Health South Florida Group, Revenue Bond		5.000%		8/15/2018		Aa2		500,000		554,855
Tampa, BayCare Health System, Revenue Bond		5.000%		11/15/2018		Aa2		500,000		573,260
										26,328,495
GEORGIA - 4.0%
Atlanta, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2017		Aa3		1,000,000		1,116,800
Atlanta, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2019		Aa3		1,160,000		1,347,572
Augusta Water & Sewerage, Revenue Bond, AGM		5.000%		10/1/2016		Aa3		1,050,000		1,132,205
DeKalb County, Water & Sewerage, Revenue Bond		5.000%		10/1/2019		Aa3		500,000		580,175
DeKalb County, Water & Sewerage, Series A, Revenue Bond		5.000%		10/1/2018		Aa3		1,585,000		1,806,107
Fulton County Water & Sewerage, Revenue Bond		5.000%		1/1/2017		Aa3		1,000,000		1,086,720
Fulton County Water & Sewerage, Revenue Bond		5.000%		1/1/2019		Aa3		1,200,000		1,376,052
Georgia State, Series E-2, G.O. Bond		4.000%		9/1/2017		Aaa		1,500,000		1,629,810
Madison, Water & Sewer, Prerefunded Balance, Revenue Bond, AMBAC		4.625%		7/1/2030		WR3		1,000,000		1,043,670
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.250%		1/1/2019		A2		1,500,000		1,728,315
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.250%		1/1/2019		A2		500,000		576,105
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.000%		11/1/2019		A1		485,000		563,425
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.000%		11/1/2020		A1		1,000,000		1,175,590
										15,162,546

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

8

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
HAWAII - 1.0%
Honolulu County Wastewater System, Sewer Impt., Series A, Revenue Bond		5.000%		7/1/2020		Aa3	$	1,000,000	$	1,153,890
Honolulu County Wastewater System, Sewer Impt., Series B, Revenue Bond		5.000%		7/1/2020		Aa2		2,320,000		2,738,435
										3,892,325
ILLINOIS - 2.0%
Central Lake County Joint Action Water Agency, Revenue Bond		4.000%		5/1/2018		Aa2		750,000		820,567
Central Lake County Joint Action Water Agency, Revenue Bond		4.000%		5/1/2019		Aa2		760,000		842,688
Chicago Waterworks, Water Utility Impt., Revenue Bond		3.000%		11/1/2016		A3		875,000		912,293
Chicago Waterworks, Water Utility Impt., Revenue Bond		5.000%		11/1/2017		A3		600,000		665,970
Illinois Municipal Electric Agency, Series A, Revenue Bond, NATL		5.250%		2/1/2019		A1		2,790,000		3,050,056
Illinois State Toll Highway Authority, Series A, Revenue Bond		5.000%		12/1/2019		Aa3		1,000,000		1,164,060
										7,455,634
INDIANA - 3.0%
Avon Community School Building Corp., Revenue Bond, AMBAC		4.250%		7/15/2018		A2		1,450,000		1,553,153
Fort Wayne Waterworks, Water Utility Impt., Revenue Bond		2.000%		12/1/2020		Aa3		745,000		754,015
Indiana Finance Authority, Beacon Health System, Series A, Revenue Bond		5.000%		8/15/2017		AA2		500,000		554,460
Indiana Municipal Power Agency, Series A, Revenue Bond		5.000%		1/1/2019		A1		2,540,000		2,911,577
Indiana Municipal Power Agency, Series A, Revenue Bond		4.000%		1/1/2020		A1		750,000		839,227
Lafayette, Sewage Works, Revenue Bond		4.000%		7/1/2017		AA2		500,000		539,525
Lafayette, Sewage Works, Sewer Impt., Revenue Bond		3.000%		1/1/2017		AA2		470,000		491,625
Lafayette, Sewage Works, Sewer Impt., Revenue Bond		3.000%		7/1/2018		AA2		475,000		505,063
Shelbyville Central Renovation School Building
Corp., Prerefunded Balance, School Impt., Revenue Bond, NATL		5.000%		7/15/2018		A3		3,000,000		3,078,120
										11,226,765

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

9

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
KANSAS - 2.8%
Kansas Development Finance Authority, Series D, Revenue Bond		5.000%		11/15/2020		Aa2	$	500,000	$	578,675
Kansas Turnpike Authority, Series A, Revenue Bond		5.000%		9/1/2019		AA2		2,965,000		3,444,441
Topeka Combined Utility, Series A, Revenue Bond		4.000%		8/1/2019		Aa3		845,000		937,882
Wichita, Water & Sewer Utility, Series A, Revenue Bond		5.000%		10/1/2017		AA2		2,000,000		2,228,560
Wichita, Water & Sewer Utility, Series A, Revenue Bond		5.000%		10/1/2018		AA2		1,000,000		1,141,870
Wyandotte County-Kansas City Unified Government Utility System, Water Utility Impt., Series A, Revenue Bond		4.000%		9/1/2018		A3		450,000		492,727
Wyandotte County-Kansas City Unified Government Utility System, Water Utility Impt., Series A, Revenue Bond		5.000%		9/1/2020		A3		1,495,000		1,746,294
										10,570,449
KENTUCKY - 0.2%
Kentucky Turnpike Authority, Series A, Revenue Bond		5.000%		7/1/2019		Aa2		500,000		579,420
LOUISIANA - 1.6%
Caddo Parish Parishwide School District, Prerefunded Balance, G.O. Bond, NATL		4.350%		3/1/2026		Aa2		660,000		664,633
Caddo Parish Parishwide School District, Prerefunded Balance, G.O. Bond, NATL		4.375%		3/1/2027		Aa2		1,090,000		1,097,695
Lafayette Utilities, Sewer Impt., Revenue Bond		4.000%		11/1/2018		A1		1,135,000		1,251,576
Lafayette Utilities, Water & Sewer Impt., Revenue Bond		5.000%		11/1/2019		A1		990,000		1,148,578
New Orleans, Water Utility Impt., Revenue Bond		5.000%		12/1/2020		BBB2		1,700,000		1,959,352
										6,121,834
MAINE - 0.6%
Maine Municipal Bond Bank, Various Purposes Impt., Series E, Revenue Bond		4.000%		11/1/2021		Aa2		570,000		645,234
Maine Turnpike Authority, Revenue Bond		5.000%		7/1/2017		Aa3		1,500,000		1,659,180
										2,304,414
MARYLAND - 1.5%
Baltimore, Water Utility Impt., Series A, Revenue Bond		4.000%		7/1/2018		Aa3		500,000		548,745

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

10

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
MARYLAND (continued)
Maryland Health & Higher Educational Facilities Authority, Revenue Bond		5.000%		7/1/2019		A2	$	500,000	$	572,125
Maryland State, Public Impt., Series A, G.O. Bond		5.250%		3/1/2017		Aaa		1,000,000		1,100,340
Maryland State, Public Impt., Series A, G.O. Bond		5.000%		8/1/2017		Aaa		2,990,000		3,319,079
										5,540,289
MASSACHUSETTS - 1.8%
Boston, Public Impt., Series A, G.O. Bond		5.000%		1/1/2015		Aaa		500,000		500,000
Commonwealth of Massachusetts, Public Impt., Prerefunded Balance, Series A, G.O. Bond, AGM		5.000%		3/1/2015		Aa1		500,000		504,030
Commonwealth of Massachusetts, Public Impt., Series D-2, G.O. Bond4		0.320%		8/1/2043		Aa1		1,225,000		1,224,779
Commonwealth of Massachusetts, Public Impt., Series E, G.O. Bond		5.000%		12/1/2016		Aa1		500,000		542,810
Hanover, Public Impt., G.O. Bond		3.000%		5/15/2015		Aa2		910,000		919,737
Massachusetts Health & Educational Facilities Authority, Series G, Revenue Bond		5.000%		7/1/2018		Aa2		600,000		664,056
Massachusetts Municipal Wholesale Electric Co., Project No. 5, Series A, Revenue Bond		5.000%		7/1/2015		A2		500,000		512,115
Massachusetts Municipal Wholesale Electric Co., Project No. 6, Revenue Bond		5.000%		7/1/2017		A3		590,000		650,593
Massachusetts Municipal Wholesale Electric Co., Revenue Bond		5.000%		7/1/2016		A3		1,000,000		1,067,320
										6,585,440
MICHIGAN - 1.0%
Ann Arbor Sewage Disposal System, Revenue Bond		3.000%		7/1/2020		AA2		1,000,000		1,078,100
Bay City School District, G.O. Bond		3.000%		11/1/2016		AA2		500,000		520,310
Emmet County, Public Impt., G.O. Bond		2.250%		5/1/2018		Aa3		910,000		939,630
Grand Rapids, Water Supply System, Revenue Bond		5.000%		1/1/2018		Aa2		550,000		615,208
West Ottawa Public Schools, Series I, G.O. Bond		5.000%		5/1/2019		Aa2		400,000		455,876
										3,609,124
MINNESOTA - 0.8%
Minnesota Agricultural & Economic Development Board, Series C-1, Revenue Bond, AGC		5.000%		2/15/2016		AA2		540,000		565,628
Minnesota Municipal Power Agency, Series A, Revenue Bond		5.000%		10/1/2018		A2		2,130,000		2,419,147

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

11

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
MINNESOTA (continued)
Western Minnesota Municipal Power Agency, Prerefunded Balance, Revenue Bond		6.625%		1/1/2016		Aaa	$	65,000	$	66,941
										3,051,716
MISSOURI - 3.1%
Kansas City, Sanitary Sewer System, Revenue Bond		4.000%		1/1/2017		Aa2		2,155,000		2,299,105
Kansas City, Sanitary Sewer System, Series A, Revenue Bond		2.000%		1/1/2018		Aa2		2,425,000		2,501,581
Kansas City, Sanitary Sewer System, Series A, Revenue Bond		4.000%		1/1/2019		Aa2		2,465,000		2,730,727
Missouri Housing Development Commission, Series A, Revenue Bond		1.600%		11/1/2019		AA2		300,000		301,038
Missouri Joint Municipal Electric Utility Commission, Revenue Bond		5.000%		1/1/2018		A3		500,000		557,390
Missouri Joint Municipal Electric Utility Commission, Series A, Revenue Bond		4.000%		1/1/2018		A2		750,000		815,873
Missouri Joint Municipal Electric Utility Commission, Series A, Revenue Bond, AMBAC		5.000%		1/1/2021		A3		1,535,000		1,654,684
Missouri State Health & Educational Facilities Authority, Revenue Bond		5.000%		1/1/2020		Aa2		725,000		847,554
										11,707,952
NEBRASKA - 3.3%
Lincoln Electric System, Revenue Bond		5.000%		9/1/2021		AA2		2,000,000		2,399,360
Municipal Energy Agency of Nebraska, Series A, Revenue Bond		5.000%		4/1/2018		A2		630,000		706,721
Municipal Energy Agency of Nebraska, Series A, Revenue Bond		5.000%		4/1/2018		A2		500,000		560,890
Nebraska Public Power District, Prerefunded Balance, Series B, Revenue Bond		5.000%		1/1/2019		A1		600,000		673,224
Nebraska Public Power District, Series A, Revenue Bond		5.000%		1/1/2019		A1		500,000		571,880
Nebraska Public Power District, Series B, Revenue Bond		3.000%		1/1/2016		A1		905,000		930,304
Nebraska Public Power District, Series B, Revenue Bond		5.000%		1/1/2020		A1		1,000,000		1,162,230
Nebraska Public Power District, Series C, Revenue Bond		5.000%		1/1/2018		A1		2,160,000		2,420,863
Omaha Public Power District, Series B, Revenue Bond		3.000%		2/1/2018		Aa2		600,000		636,768
Omaha Public Power District, Series C, Revenue Bond		5.000%		2/1/2018		Aa2		675,000		757,708

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

12

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
NEBRASKA (continued)
Omaha Public Power District, Series C, Revenue Bond		5.000%		2/1/2019		Aa2	$	1,265,000	$	1,453,320
										12,273,268
NEW HAMPSHIRE - 1.1%
New Hampshire State Turnpike System, Series B, Revenue Bond		5.000%		2/1/2020		A1		1,000,000		1,163,820
New Hampshire State, Public Impt., Series B, G.O. Bond		5.000%		2/1/2015		Aa1		2,000,000		2,008,220
Portsmouth, Public Impt., G.O. Bond		2.500%		5/15/2015		Aa1		820,000		826,888
										3,998,928
NEW JERSEY - 1.0%
Hudson County, G.O.Bond		2.000%		12/1/2017		AA2		1,000,000		1,026,820
New Jersey Health Care Facilities Financing Authority, Kennedy Health System, Revenue Bond		2.000%		7/1/2018		A3		455,000		466,967
New Jersey State Turnpike Authority, Series A, Revenue Bond		3.000%		1/1/2016		A3		1,100,000		1,129,634
New Jersey State Turnpike Authority, Series B, Revenue Bond		5.000%		1/1/2019		A3		1,000,000		1,140,820
										3,764,241
NEW YORK - 6.6%
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000%		11/15/2018		A2		725,000		828,487
Metropolitan Transportation Authority, Transit Impt., Series D-2, Revenue Bond4		0.380%		11/15/2044		A2		1,600,000		1,600,912
Metropolitan Transportation Authority, Transit Impt., Series F, Revenue Bond		5.000%		11/15/2017		A2		1,145,000		1,279,537
Metropolitan Transportation Authority, Transit Impt., Series F, Revenue Bond		5.000%		11/15/2019		A2		1,315,000		1,526,255
Nassau County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2019		A2		1,000,000		1,144,250
New York City Transitional Finance Authority, Future Tax Secured, Subseries C, Revenue Bond		5.000%		11/1/2018		Aa1		1,000,000		1,147,990
New York City Transitional Finance Authority, Future Tax Secured, Subseries F-1, Revenue Bond		5.000%		5/1/2019		Aa1		2,565,000		2,969,116
New York City Water & Sewer System, Prerefunded Balance, Series EE, Revenue Bond		5.000%		6/15/2017		Aa2		2,530,000		2,801,216
New York City, Series B, G.O. Bond		5.000%		8/1/2017		Aa2		2,000,000		2,214,860
New York State Dormitory Authority, Series 1, Revenue Bond		4.000%		7/1/2020		Aa3		420,000		474,293

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

13

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
NEW YORK (continued)
New York State Thruway Authority Highway & Bridge Trust Fund, Series B, Revenue Bond		5.000%		4/1/2019		AA2	$	2,135,000	$	2,434,669
New York State Thruway Authority, Highway Impt., Series H, Revenue Bond, NATL		5.000%		1/1/2017		A2		600,000		652,404
New York State Thruway Authority, Highway Impt., Series I, Revenue Bond		4.000%		1/1/2019		A2		1,000,000		1,100,390
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		4.000%		11/15/2018		Aa3		500,000		555,625
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2017		Aa3		575,000		644,046
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		4.000%		11/15/2019		Aa3		725,000		814,929
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2020		Aa3		920,000		1,096,070
Triborough Bridge & Tunnel Authority, Series D, Revenue Bond		5.000%		11/15/2017		A1		1,250,000		1,400,100
										24,685,149
NORTH CAROLINA - 6.1%
Cape Fear Public Utility Authority, Sewer Impt., Revenue Bond		5.000%		8/1/2019		Aa2		1,240,000		1,408,652
Charlotte, Water & Sewer System, Revenue Bond		5.000%		12/1/2020		Aaa		1,400,000		1,670,788
The Charlotte-Mecklenburg Hospital Authority, Series A, Revenue Bond		5.000%		1/15/2017		Aa3		415,000		452,138
Concord, Utilities Systems, Revenue Bond, AGC		4.000%		12/1/2017		Aa2		880,000		962,922
Forsyth County, G.O. Bond		3.000%		3/1/2015		Aaa		1,000,000		1,004,850
Mecklenburg County, Public Impt., Prerefunded Balance, Series A, G.O. Bond		5.000%		2/1/2018		Aaa		5,855,000		6,395,592
North Carolina Eastern Municipal Power Agency, Series A, Revenue Bond, AGC		5.250%		1/1/2019		A3		1,265,000		1,422,708
North Carolina Medical Care Commission, Moses Cone Health System, Revenue Bond		5.000%		10/1/2020		AA2		580,000		673,531
North Carolina Municipal Power Agency No. 1, Series A, Revenue Bond		5.250%		1/1/2017		A2		1,000,000		1,090,840
North Carolina Municipal Power Agency No. 1, Series A, Revenue Bond		5.000%		1/1/2018		A2		3,000,000		3,350,940
North Carolina Municipal Power Agency No. 1, Series A, Revenue Bond		5.000%		1/1/2020		A2		400,000		464,056
North Carolina State, Series B, G.O. Bond		5.000%		6/1/2017		Aaa		3,000,000		3,312,510
Wake County, School Impt., G.O. Bond		5.000%		3/1/2015		Aaa		890,000		897,280
										23,106,807

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

14

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
NORTH DAKOTA - 0.4%
Fargo, Health System, Revenue Bond		5.500%		11/1/2016		A1	$	450,000	$	489,528
North Dakota Public Finance Authority, Series A, Revenue Bond		4.000%		6/1/2018		AA2		800,000		877,952
										1,367,480
OHIO - 3.0%
American Municipal Power, Inc., Fremont Energy Center Project, Series B, Revenue Bond		5.000%		2/15/2018		A1		425,000		475,630
American Municipal Power, Inc., Prairie State Energy Campus Project, Prerefunded Balance, Series A, Revenue Bond		5.250%		2/15/2023		A1		450,000		506,907
American Municipal Power, Inc., Prairie State Energy Campus Project, Prerefunded Balance, Series A, Revenue Bond,		5.000%		2/15/2016		A1		1,150,000		1,209,409
Northeast Ohio Regional Sewer District, Sewer Impt., Prerefunded Balance, Revenue Bond, NATL		5.000%		11/15/2018		Aa1		1,000,000		1,103,440
Ohio State Turnpike Commission, Series A, Revenue Bond, NATL		5.500%		2/15/2018		Aa3		1,000,000		1,140,220
Ohio State Turnpike Commission, Series A, Revenue Bond, NATL		5.500%		2/15/2019		Aa3		2,205,000		2,582,298
Toledo Water System, Revenue Bond		3.000%		11/15/2017		Aa3		1,000,000		1,059,120
Toledo Water System, Water Utility Impt., Revenue Bond		5.000%		11/15/2018		Aa3		1,175,000		1,343,436
Toledo Water System, Water Utility Impt., Revenue Bond		5.000%		11/15/2019		Aa3		1,010,000		1,175,741
Toledo, Capital Impt., G.O. Bond		5.000%		12/1/2020		A2		610,000		708,875
										11,305,076
OKLAHOMA - 1.2%
Oklahoma City Water Utilities Trust, Series B, Revenue Bond		5.000%		7/1/2017		Aa1		655,000		725,367
Oklahoma Development Finance Authority, Series C, Revenue Bond		5.000%		8/15/2018		Aa3		500,000		567,010
Oklahoma Turnpike Authority, Series A, Revenue Bond		5.000%		1/1/2020		Aa3		2,750,000		3,217,775
										4,510,152
OREGON - 1.5%
Medford Hospital Facilities Authority, Asante Health System, Revenue Bond, AGM		5.000%		8/15/2019		AA2		440,000		504,759
Oregon State Housing & Community Services Department, Series A, Revenue Bond		1.950%		7/1/2020		Aa2		230,000		232,769

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

15

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
OREGON (continued)
Portland Sewer System, Series A, Revenue Bond		5.000%		6/15/2018		Aa2	$	1,395,000	$	1,584,776
Portland Sewer System, Series A, Revenue Bond		5.000%		8/1/2019		Aa3		1,285,000		1,496,575
Portland Water System, Water Utility Impt., Prerefunded Balance, Series A, Revenue Bond, NATL		4.500%		10/1/2031		Aa1		550,000		589,028
Washington County Clean Water Services, Sewer Impt., Series B, Revenue Bond		5.000%		10/1/2021		Aa2		1,015,000		1,213,950
										5,621,857
PENNSYLVANIA - 5.6%
Allegheny County Hospital Development Authority, University of Pittsburgh Medical Center, Revenue Bond		5.000%		8/15/2019		Aa3		640,000		742,080
Allegheny County Hospital Development Authority, University of Pittsburgh Medical Center, Series A, Revenue Bond		5.000%		5/15/2018		Aa3		500,000		565,460
Allegheny County Sanitary Authority, Revenue Bond, AGM		5.000%		6/1/2018		A1		1,465,000		1,652,110
Central Bradford Progress Authority, Guthrie Healthcare System, Revenue Bond		5.250%		12/1/2018		AA2		600,000		690,906
North Wales Water Authority, Series A, Revenue Bond		5.000%		11/1/2020		AA2		1,000,000		1,176,190
Pennsylvania Turnpike Commission, Series A, Revenue Bond, AGM		5.250%		7/15/2018		Aa3		615,000		699,950
Pennsylvania Turnpike Commission, Series A, Revenue Bond, AGM		5.250%		7/15/2019		Aa3		1,050,000		1,219,753
Pennsylvania Turnpike Commission, Series B, Revenue Bond		5.000%		12/1/2017		A1		2,440,000		2,724,309
Pennsylvania Turnpike Commission, Subseries B, Revenue Bond		5.000%		6/1/2017		A3		1,000,000		1,096,990
Philadelphia, Water & Wastewater, Prerefunded Balance, Revenue Bond, NATL		5.600%		8/1/2018		AA2		20,000		22,753
Philadelphia, Water & Wastewater, Series A, Revenue Bond		5.000%		1/1/2018		A1		385,000		430,403
Philadelphia, Water & Wastewater, Series A, Revenue Bond, AGM		5.000%		6/15/2019		A1		1,000,000		1,154,060
Philadelphia, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2017		A1		750,000		836,483
Philadelphia, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2018		A1		1,370,000		1,563,499
Philadelphia, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2022		A1		1,115,000		1,312,154

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

16

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
PENNSYLVANIA (continued)
Philadelphia, Water & Wastewater, Series C, Revenue Bond, AGM		5.000%		8/1/2017		A1	$	1,000,000	$	1,107,160
Pittsburgh Water & Sewer Authority, Series A, Revenue Bond, AGM		5.000%		9/1/2018		A2		1,000,000		1,137,800
Pittsburgh Water & Sewer Authority, Series B, Revenue Bond, AGM		5.000%		9/1/2019		A2		1,000,000		1,159,420
Pittsburgh, Series B, G.O. Bond		5.000%		9/1/2018		A1		1,000,000		1,133,950
Southcentral General Authority, Wellspan Health Obligated Group, Prerefunded Balance, Revenue Bond		5.625%		6/1/2018		WR3		465,000		537,196
Southcentral General Authority, Wellspan Health Obligated Group, Unrefunded Balance, Revenue Bond		5.625%		6/1/2018		Aa3		190,000		217,841
										21,180,467
RHODE ISLAND - 0.3%
Rhode Island Clean Water Finance Agency, Series A, Revenue Bond, NATL		5.000%		10/1/2035		A3		1,000,000		1,001,120
SOUTH CAROLINA - 3.2%
Charleston, Waterworks & Sewer System, Revenue Bond		5.000%		1/1/2022		Aa1		530,000		629,364
Columbia, Waterworks & Sewer System, Revenue Bond		5.000%		2/1/2019		Aa1		475,000		546,122
Piedmont Municipal Power Agency, Revenue Bond, AGC		5.000%		1/1/2018		A3		1,690,000		1,884,502
South Carolina State Public Service Authority, Prerefunded Balance, Series A, Revenue Bond, AMBAC		4.250%		1/1/2017		A1		1,550,000		1,661,662
South Carolina State Public Service Authority, Prerefunded Balance, Series B, Revenue Bond, NATL		5.000%		1/1/2019		A1		85,000		97,685
South Carolina State Public Service Authority, Series A, Revenue Bond		4.000%		12/1/2017		A1		1,860,000		2,024,852
South Carolina State Public Service Authority, Series C, Revenue Bond		5.000%		12/1/2020		A1		1,000,000		1,176,200
South Carolina State Public Service Authority, Unrefunded Balance, Series B, Revenue Bond, NATL		5.000%		1/1/2019		A1		915,000		1,045,003
South Carolina Transportation Infrastructure Bank, Series A, Revenue Bond		5.000%		10/1/2018		A1		685,000		776,776
South Carolina Transportation Infrastructure Bank, Series A, Revenue Bond, AMBAC		5.250%		10/1/2018		A1		700,000		800,170

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

17

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
SOUTH CAROLINA (continued)
Spartanburg County School District No. 7, School Impt., Prerefunded Balance, G.O. Bond		5.000%		3/1/2018		Aa1	$	1,400,000	$	1,534,120
										12,176,456
TENNESSEE - 4.0%
Clarksville City Water, Sewer & Gas, Revenue Bond		5.000%		2/1/2019		Aa3		2,740,000		3,140,643
Knoxville Wastewater System, Series A, Revenue Bond		4.000%		4/1/2018		Aa2		410,000		449,791
Knoxville Wastewater System, Series A, Revenue Bond		4.000%		4/1/2019		Aa2		660,000		736,784
Knoxville Wastewater System, Series A, Revenue Bond		4.000%		4/1/2020		Aa2		685,000		772,892
Madison Suburban Utility District, Revenue Bond, AGM		5.000%		2/1/2019		A1		655,000		747,126
Memphis Electric System, Revenue Bond		5.000%		12/1/2018		Aa2		2,000,000		2,293,340
Memphis Electric System, Revenue Bond		5.000%		12/1/2018		Aa2		1,000,000		1,146,670
Metropolitan Government of Nashville & Davidson County, Revenue Bond		5.000%		7/1/2018		A1		750,000		851,265
Metropolitan Government of Nashville & Davidson County, Series A, Revenue Bond		5.000%		7/1/2016		Aa3		750,000		800,370
Metropolitan Government of Nashville & Davidson County, Series A, Revenue Bond, AGM		4.000%		1/1/2018		Aa2		445,000		485,740
Metropolitan Government of Nashville & Davidson County, Series A, Revenue Bond, AGM		5.250%		1/1/2019		Aa2		1,505,000		1,742,354
Metropolitan Government of Nashville & Davidson County, Series B, Revenue Bond		5.000%		5/15/2016		AA2		400,000		425,444
Montgomery County, G.O. Bond		4.000%		4/1/2015		AA2		1,000,000		1,009,590
Williamson County, Series A, G.O. Bond		3.000%		3/1/2015		Aaa		550,000		552,645
										15,154,654
TEXAS - 6.7%
Austin Electric Utility, Revenue Bond		5.000%		11/15/2018		A1		750,000		857,820
Austin Electric Utility, Revenue Bond		5.000%		11/15/2020		A1		1,600,000		1,883,840
Austin Electric Utility, Revenue Bond, AGM		5.000%		11/15/2018		A1		500,000		558,720
Austin Electric Utility, Series A, Revenue Bond, AMBAC		5.500%		11/15/2016		A1		1,000,000		1,092,610
Austin Electric Utility, Series A, Revenue Bond, AMBAC		5.000%		11/15/2016		A1		600,000		649,986
Corpus Christi Utility System, Multiple Utility Impt., Revenue Bond		5.000%		7/15/2018		A1		1,000,000		1,132,100
Corpus Christi Utility System, Multiple Utility Impt.,
Revenue Bond		5.000%		7/15/2019		A1		2,400,000		2,769,792

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

18

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
TEXAS (continued)
Fort Worth Water & Sewer System, Revenue Bond		5.000%		2/15/2020		Aa1	$	550,000	$	644,979
Frisco, Public Impt., G.O. Bond, AGM		5.000%		2/15/2015		Aa1		520,000		523,110
Harris County Cultural Education Facilities Finance Corp., Revenue Bond		4.000%		12/1/2019		A1		500,000		554,715
Houston Combined Utility System, Series A, Revenue Bond, AGM		5.250%		11/15/2017		Aa2		1,000,000		1,126,250
Houston Combined Utility System, Series C, Revenue Bond		5.000%		11/15/2018		Aa2		1,000,000		1,146,520
Houston Combined Utility System, Series D, Revenue Bond		4.000%		11/15/2017		AA2		525,000		572,686
Houston, Public Impt., Series A, G.O. Bond		5.000%		3/1/2015		AA2		1,000,000		1,008,150
Irving Waterworks & Sewer System, Water Utility Impt., Revenue Bond		4.000%		8/15/2018		Aa1		1,110,000		1,223,686
Lower Colorado River Authority, Series B, Revenue Bond		4.000%		5/15/2018		A1		1,250,000		1,367,013
North Texas Municipal Water District, Revenue Bond		5.250%		9/1/2020		Aa2		2,000,000		2,407,100
San Antonio Water System, Revenue Bond		5.000%		5/15/2020		Aa1		1,000,000		1,177,860
San Antonio Water System, Series A, Revenue Bond		4.000%		5/15/2019		Aa1		1,675,000		1,867,240
Tarrant Regional Water District, Revenue Bond		5.000%		3/1/2017		AAA2		900,000		984,987
Texas State, Highway Impt., Series B, G.O. Bond		5.000%		4/1/2017		Aaa		1,575,000		1,729,082
										25,278,246
UTAH - 0.8%
Intermountain Power Agency, Series A, Revenue Bond		5.000%		7/1/2020		A1		2,000,000		2,267,220
Salt Lake City Water & Sewer, Water Utility Impt., Revenue Bond		3.250%		2/1/2015		Aa1		400,000		401,044
Utah State, Highway Impt., Series A, G.O. Bond		3.000%		7/1/2015		Aaa		500,000		507,170
										3,175,434
VIRGINIA - 2.3%
Chesterfield County, Public Impt., G.O. Bond		3.500%		1/1/2015		Aaa		1,000,000		1,000,000
Fairfax County Industrial Development Authority, Inova Health, Series C, Revenue Bond		5.000%		5/15/2018		Aa2		500,000		566,575
Fairfax County, Public Impt., Prerefunded Balance, Series A, G.O. Bond		4.000%		4/1/2017		Aaa		2,000,000		2,019,180
Norfolk Economic Development Authority, Sentara Healthcare, Series B, Revenue Bond		4.000%		11/1/2018		Aa2		400,000		442,088
Norfolk, Water Revenue, Revenue Bond		5.000%		11/1/2016		Aa2		1,075,000		1,163,494
Norfolk, Water Revenue, Revenue Bond		5.000%		11/1/2018		Aa2		725,000		830,335

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

19

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
VIRGINIA (continued)
Richmond, Multiple Utility Impt., Series A, Revenue Bond		5.000%		1/15/2019		Aa2	$	1,000,000	$	1,150,290
Virginia Resources Authority, Sewer Impt., Series B, Revenue Bond		5.000%		10/1/2019		Aaa		1,290,000		1,509,777
										8,681,739
WASHINGTON - 6.1%
Benton County Public Utility District No. 1, Revenue Bond		5.000%		11/1/2018		Aa3		400,000		454,936
Everett Water & Sewer, Revenue Bond		5.000%		12/1/2018		AA2		1,730,000		1,984,448
Everett Water & Sewer, Revenue Bond		5.000%		12/1/2020		AA2		1,330,000		1,578,284
Everett, G.O. Bond4		0.420%		12/1/2034		AA2		1,000,000		1,000,270
King County Sewer Revenue, Series B, Revenue Bond		5.000%		1/1/2020		Aa2		750,000		879,547
King County, G.O. Bond		5.000%		1/1/2017		Aa1		2,000,000		2,175,100
Seattle Municipal Light & Power, Series A, Revenue Bond		5.000%		6/1/2019		Aa2		1,675,000		1,940,019
Seattle Municipal Light & Power, Series B, Revenue Bond		4.000%		2/1/2016		Aa2		550,000		572,253
Seattle Municipal Light & Power, Series B, Revenue Bond		5.000%		2/1/2017		Aa2		1,585,000		1,728,173
Seattle, Drainage & Wastewater, Sewer Impt., Revenue Bond		5.000%		9/1/2021		Aa1		2,000,000		2,399,360
Snohomish County Public Utility District No. 1, Revenue Bond		5.000%		12/1/2016		Aa3		740,000		803,581
Tacoma, Water Revenue, Series A, Revenue Bond		4.000%		12/1/2018		Aa2		1,000,000		1,106,870
Washington Health Care Facilities Authority, Multicare Health System, Series A, Revenue Bond, AGC		4.000%		8/15/2016		Aa3		525,000		552,851
Washington Health Care Facilities Authority, Providence Health & Services, Series A, Revenue Bond		5.000%		10/1/2018		Aa3		475,000		540,322
Washington State, Correctional Facilities Impt., Series C, Prerefunded Balance, G.O. Bond, NATL		5.000%		1/1/2027		Aa1		4,905,000		5,331,392
										23,047,406
WEST VIRGINIA - 0.3%
Fairmont, Series D, Revenue Bond, AGM		3.000%		7/1/2018		A2		1,210,000		1,284,863
WISCONSIN - 2.4%
Milwaukee Sewerage System, Sewer Impt., Series S1, Revenue Bond		5.000%		6/1/2021		Aa2		470,000		559,220

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

20

Diversified Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING 1 (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)
MUNICIPAL BONDS (continued)
WISCONSIN (continued)
Wisconsin Health & Educational Facilities Authority, Ascension Health Credit, Series A, Revenue Bond		5.000%		11/15/2018		Aa2	$	600,000	$	685,704
Wisconsin Health & Educational Facilities Authority, Froedtert Health, Series A, Revenue Bond		4.000%		4/1/2017		AA2		565,000		605,036
Wisconsin Health & Educational Facilities Authority, ProHealth Care, Inc., Revenue Bond		3.000%		8/15/2019		A1		510,000		541,518
Wisconsin Public Power, Inc., Series A, Revenue Bond, AGM		5.000%		7/1/2016		A1		515,000		549,428
Wisconsin Public Power, Inc., Series A, Revenue Bond, AGM		5.250%		7/1/2020		A1		1,100,000		1,253,538
Wisconsin State, Public Impt., Prerefunded Balance, Series E, G.O. Bond, FGIC		5.000%		5/1/2015		Aa2		1,000,000		1,016,140
Wisconsin State, Public Impt., Series D, Prerefunded Balance, G.O. Bond		5.000%		5/1/2018		Aa2		400,000		424,592
WPPI Energy, Series A, Revenue Bond		4.000%		7/1/2017		A1		1,120,000		1,208,536
WPPI Energy, Series A, Revenue Bond		5.000%		7/1/2020		A1		2,000,000		2,346,340
										9,190,052
TOTAL MUNICIPAL BONDS
(Identified Cost $354,480,445)										356,018,493
SHORT-TERM INVESTMENT - 4.1%
Dreyfus AMT - Free Municipal Reserves - Class R
(Identified Cost $15,508,171)		0.01%5						15,508,171		15,508,171
TOTAL INVESTMENTS - 98.7%
(Identified Cost $369,988,616)										371,526,664
OTHER ASSETS, LESS LIABILITIES - 1.3%										4,744,073
NET ASSETS - 100%									$	376,270,737

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

No. - Number

Scheduled principal and interest payments are guaranteed by:

AGC (Assurance Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

BHAC (Berkshire Hathaway Assurance Corp.)

FGIC (Financial Guaranty Insurance Co.)

NATL (National Public Finance Guarantee Corp.)

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

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Credit rating has been withdrawn. As of December 31, 2014, there is no rating available (unaudited).

⁴The coupon rate is floating and is the effective rate as of December 31, 2014.

⁵Rate shown is the current yield as of December 31, 2014.

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

21

Diversified Tax Exempt Series

Statement of Assets and Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $369,988,616) (Note 2)	$	371,526,664
Interest receivable		4,733,390
Receivable for fund shares sold		499,662
TOTAL ASSETS		376,759,716
LIABILITIES:
Accrued management fees (Note 3)		169,325
Accrued fund accounting and administration fees (Note 3)		29,727
Accrued transfer agent fees (Note 3)		1,205
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for fund shares repurchased		248,453
Other payables and accrued expenses		39,862
TOTAL LIABILITIES		488,979
TOTAL NET ASSETS	$	376,270,737
NET ASSETS CONSIST OF:
Capital stock	$	342,039
Additional paid-in-capital		374,754,432
Undistributed net investment income		645,813
Accumulated net realized loss on investments		(1,009,595	)
Net unrealized appreciation on investments		1,538,048
TOTAL NET ASSETS	$	376,270,737
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A
($376,270,737/34,203,865 shares)	$	11.00

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

22

Diversified Tax Exempt Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Interest	$	4,714,553
Dividends		263
Total Investment Income		4,714,816
EXPENSES:
Management fees (Note 3)		1,811,245
Fund accounting and administration fees (Note 3)		114,237
Transfer agent fees (Note 3)		4,945
Directors’ fees (Note 3)		3,718
Chief Compliance Officer service fees (Note 3)		3,160
Custodian fees		13,333
Miscellaneous		62,984
Total Expenses		2,013,622
NET INVESTMENT INCOME		2,701,194
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments		(491,642	)
Net change in unrealized appreciation (depreciation) on investments		3,108,451
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		2,616,809
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,318,003

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

23

Diversified Tax Exempt Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	2,701,194		$	3,938,992
Net realized gain (loss) on investments		(491,642	)		4,579,179
Net change in unrealized appreciation (depreciation) on investments		3,108,451			(12,957,794	)
Net increase (decrease) from operations		5,318,003			(4,439,623	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 7):
From net investment income		(2,488,998	)		(3,761,243	)
From net realized gain on investments		—			(6,070,344	)
Total distributions to shareholders		(2,488,998	)		(9,831,587	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		37,762,519			17,722,083
Net increase in net assets		40,591,524			3,450,873
NET ASSETS:
Beginning of year		335,679,213			332,228,340
End of year (including undistributed net investment income of $ 645,813 and $ 441,622, respectively)	$	376,270,737		$	335,679,213

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

24

Diversified Tax Exempt Series

Financial Highlights

	FOR THE YEARS ENDED
	12/31/14			12/31/13			12/31/12			12/31/11			12/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.91		$	11.39		$	11.28		$	10.77		$	11.17
Income (loss) from investment operations:
Net investment income1		0.08			0.14			0.20			0.30			0.40
Net realized and unrealized gain (loss) on investments		0.09			(0.29	)		0.14			0.58			(0.35	)
Total from investment operations		0.17			(0.15	)		0.34			0.88			0.05
Less distributions to shareholders:
From net investment income		(0.08	)		(0.13	)		(0.20	)		(0.29	)		(0.45	)
From net realized gain on investments		—			(0.20	)		(0.03	)		(0.08	)		—	2
Total distributions to shareholders		(0.08	)		(0.33	)		(0.23	)		(0.37	)		(0.45	)
Net asset value - End of year	$	11.00		$	10.91		$	11.39		$	11.28		$	10.77
Net assets - End of year (000’s omitted)	$	376,271		$	335,679		$	332,228		$	306,440		$	276,970
Total return3		1.51	%		(1.28	%)		3.01	%		8.25	%		0.41	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.56	%		0.57	%		0.57	%		0.58	%		0.58	%
Net investment income		0.75	%		1.21	%		1.71	%		2.67	%		3.51	%
Portfolio turnover		25	%		58	%		9	%		53	%		3	%
*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			0.00	%4

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 during the years.

⁴Less than 0.01%.

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

25

Diversified Tax Exempt Series

Notes to Financial Statements

1. Organization

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

The Series’ investment objective is to provide as high a level of current income exempt from federal income tax as the Advisor believes is consistent with the preservation of capital.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated as Diversified Tax Exempt 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

Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service (the “Service”). The Service utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings). The Service has been approved by the Fund’s Board of Directors (the “Board”).

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 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.

26

Diversified Tax Exempt 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 December 31, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	356,018,493	$	—	$	356,018,493	$	—
Mutual fund		15,508,171		15,508,171		—		—
Total assets	$	371,526,664	$	15,508,171	$	356,018,493	$	—

There were no Level 3 securities held by the Series as of December 31, 2013 or December 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 December 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 December 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 and various states, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2011 through December 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.

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.

27

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

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 0.50% 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 April 30, 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 0.85% of average daily net assets each year. The Advisor did not waive any fees for the year ended December 31, 2014. 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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

28

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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

4. Purchases and Sales of Securities

For the year ended December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $153,430,210 and $85,325,086 respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Diversified Tax Exempt Series were:

	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		7,642,752		$	84,158,145			5,824,539		$	65,237,733
Reinvested		209,581			2,308,920			864,398			9,521,121
Repurchased		(4,422,619	)		(48,704,546	)		(5,074,072	)		(57,036,771	)
Total		3,429,714		$	37,762,519			1,614,865		$	17,722,083

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

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of December 31, 2014.

7. 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 and/or treatment of the recognition of net investment income or gains and losses, including market discount on investments. 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 December 31, 2014, $8,005 was reclassified within the capital accounts from Undistributed Net Investment Income to Accumulated Net Realized Loss on Investments. Any such reclassifications are not reflected in the financial highlights.

29

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

7. Federal Income Tax Information (continued)

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 12/31/14		FOR THE YEAR ENDED 12/31/13
Ordinary income	$	—	$	130,708
Tax exempt income		2,488,998		3,737,163
Long-term capital gains		—		5,963,716

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

Cost for federal income tax purposes	$	369,988,616
Unrealized appreciation		2,053,106
Unrealized depreciation		(515,058	)
Net unrealized appreciation	$	1,538,048
Undistributed tax exempt income	$	645,813
Capital loss carryforward	$	1,009,595

As of December 31, 2014, the Series had net short-term capital loss carryforwards of $221,925 and net long-term capital loss carryforwards of $787,670, which may be carried forward indefinitely.

30

Diversified Tax Exempt Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Diversified Tax Exempt 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 Diversified Tax Exempt Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 December 31, 2014 by correspondence with the custodian, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

31

Diversified Tax Exempt 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.

The Series hereby reports $2,488,998 as tax exempt dividends for the year ended December 31, 2014. It is the intention of the Series to designate the maximum allowable under tax law.

32

Diversified Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the Advisor is incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

33

Diversified Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

34

Diversified Tax Exempt 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:	69
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. (2000-2014)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	GMP Companies (2000-2011)
	Cytos Biotechnology Ltd. (2012-2014)

35

Diversified Tax Exempt 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:	80
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:	28
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

36

Diversified Tax Exempt 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:	47
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.

37

Diversified Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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.

MNDTE-12/14-AR

New York Tax Exempt 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. 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. 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

New York Tax Exempt Series

Fund Commentary

(unaudited)

Investment Objective

To provide as high a level of current income exempt from federal income tax and New York State personal income tax as the Advisor believes is consistent with the preservation of capital. The Series invests primarily in municipal bonds that provide income exempt from federal income tax and New York State personal income tax.

Performance Commentary

Domestic fixed income markets did well during 2014 and most sectors provided robust positive absolute returns. Municipal bonds and longer-term Treasury securities were the standout performers. Contrary to consensus expectations at the beginning of the year, yields of bonds with longer-term maturities moved lower during 2014. The 10-year U.S. Treasury yield fell from 3% at the end of 2013 to 2.2% as of December 31, 2014. From a credit quality perspective, investment-grade securities generally outperformed high yield bonds.

During the year, the Bank of America Merrill Lynch 1-12 Year Municipal Bond Index returned 4.27%. Over the same time period, the New York Tax Exempt Series returned 1.28%, underperforming its benchmark.

Contributing to the relative performance shortfall during 2014 was the Series’ concentration in shorter duration securities relative to the benchmark. The downward shift on the long end of the Treasury yield curve during the year led to strong performance in longer maturity securities, where the Series’ exposure is limited due to the Advisor’s view of an unattractive upside relative to the risks of rising yields. Offsetting a portion of this relative performance headwind was the Series’ exposure to areas of the market that did well, such as revenue bonds. During the year we added investments in lower rated securities such as hospital bonds and housing bonds, which also performed well on a relative basis.

We believe divergent economic growth across global economies increases the likelihood that monetary policy among major central banks may diverge as well in 2015. This, along with geopolitical risks such as ongoing regional conflicts and European politics, may lead to bouts of volatility in financial markets. In light of the current environment, it is important that investors remain active, flexible, and selective in their approach in an attempt to avoid overvalued and risky areas of the market, something Manning & Napier has done for over 40 years.

Please see the next page for additional performance information as of December 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.

For regulatory purposes, this is not an offering in all states. Credit quality ratings are measured on a scale that generally ranges from AAA (highest) to D (lowest). Credit quality ratings for each issue are obtained from Bloomberg using ratings derived from Moody’s Investors Services (Moody’s) or Standard & Poor’s. When ratings from Moody’s are not available, ratings from Standard & Poor’s are used. All investments involve risks, including possible loss of principal. 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. The income earned by the Series may be subject to the Alternative Minimum Tax (AMT), depending on your tax situation. Duration is defined as the average time it takes to collect a bond’s interest and principal repayment. It is a measure of the sensitivity of the price (the value of principal) of a fixed income investment to a change in interest rates.

2

New York Tax Exempt Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - New York Tax Exempt Series3		1.28	%		2.25	%		3.00	%		4.00	%
Bank of America (BofA) Merrill Lynch 1-12 Year Municipal Bond Index4		4.27	%		3.61	%		4.04	%		4.87	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - New York Tax Exempt Series for the ten years ended December 31, 2014 to the BofA Merrill Lynch 1-12 Year Municipal 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 and Index are calculated from January 17, 1994, the Series’ 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 December 31, 2014, this net expense ratio was 0.58%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.58% for the year ended December 31, 2014.

⁴The Bank of America (BofA) Merrill Lynch 1-12 Year Municipal Bond Index is a subset of the BofA Merrill Lynch U.S. Municipal Securities Index, an unmanaged, market-weighted index comprised of investment-grade, fixed rate, coupon bearing municipal bonds. The Index includes securities with maturities greater than one year but less than twelve years. The Index returns assume reinvestment of coupons and do not reflect any fees or expenses. Index returns provided by Interactive Data.

3

New York Tax Exempt 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 (July 1, 2014 to December 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                 7/1/14	ENDING  ACCOUNT VALUE                 12/31/14	EXPENSES PAID  DURING PERIOD*                 7/1/14-12/31/14
Actual	$1,000.00	$1,000.30	$2.87
Hypothetical
(5% return before expenses)	$1,000.00	$1,022.33	$2.91

*Expenses are equal to the Class’ annualized expense ratio (for the six-month period) of 0.57%, 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. 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 is based on one-year data. The Class’ total return would have been lower had certain expenses not been waived during the period.

4

New York Tax Exempt Series

Portfolio Composition as of December 31, 2014

(unaudited)

5

New York Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
NEW YORK MUNICIPAL BONDS - 94.4%
Albany City School District, G.O. Bond, BAM		4.000%		6/15/2017		AA2	$	200,000	$	215,584
Albany Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		12/1/2016		AA2		505,000		547,309
Albany Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		12/1/2018		AA2		1,295,000		1,479,499
Albany Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		12/1/2019		AA2		1,125,000		1,307,644
Amherst, Public Impt., G.O. Bond		5.000%		9/15/2018		Aa2		365,000		417,118
Arlington Central School District, G.O. Bond		4.000%		12/15/2020		Aa2		400,000		453,320
Arlington Central School District, G.O. Bond		4.000%		12/15/2021		Aa2		300,000		342,051
Auburn City School District, G.O. Bond, BAM		2.000%		6/15/2018		AA2		225,000		230,931
Bay Shore Union Free School District, G.O. Bond		4.000%		1/15/2018		Aa3		1,175,000		1,283,969
Beacon, Public Impt., Series A, G.O. Bond		3.000%		10/1/2018		Aa3		675,000		722,743
Bedford Central School District, G.O. Bond		2.000%		10/15/2021		Aa1		500,000		509,290
Bedford, Public Impt., G.O. Bond		2.000%		6/15/2015		AAA2		275,000		277,359
Binghamton, G.O. Bond, AGM		5.000%		8/15/2017		A2		200,000		205,838
Binghamton, Public Impt., G.O. Bond, MAC		3.125%		1/15/2017		A2		400,000		418,852
Briarcliff Manor, Public Impt., Series A, G.O. Bond		3.000%		2/1/2020		Aa2		265,000		286,044
Brookhaven, Public Impt., Series A, G.O. Bond		3.000%		2/1/2019		Aa2		1,385,000		1,486,687
Buffalo Fiscal Stability Authority, Sales Tax & State Aid, Series B, Revenue Bond, NATL		5.000%		9/1/2016		Aa1		525,000		541,396
Cattaraugus County, Highway Impt., G.O. Bond		2.000%		4/15/2019		A1		405,000		411,703
Chenango Valley Central School District, G.O. Bond, AGM		2.125%		6/15/2021		A2		500,000		492,375
Clarence Central School District, G.O. Bond		4.000%		5/15/2021		Aa2		250,000		283,045
Clarkstown Central School District, G.O. Bond		4.000%		10/15/2021		Aa2		500,000		559,090
Clarkstown, G.O. Bond		4.000%		5/15/2019		AAA2		375,000		418,253
Copiague Union Free School District, G.O. Bond		2.000%		5/1/2015		A1		500,000		502,890
DeWitt, Public Impt., G.O. Bond		3.000%		5/15/2017		AA2		315,000		331,355
Dutchess County, Public Impt., G.O. Bond		5.000%		10/1/2015		Aa2		250,000		259,065
Dutchess County, Public Impt., G.O. Bond		5.000%		10/1/2018		Aa2		640,000		711,104
Dutchess County, Public Impt., Unrefunded Balance, G.O. Bond, NATL		4.000%		12/15/2016		Aa2		360,000		361,073
East Irondequoit Central School District, G.O. Bond		3.000%		6/15/2018		Aa2		310,000		330,150
East Islip Union Free School District, G.O. Bond		5.000%		6/15/2018		AA2		305,000		346,343
East Islip Union Free School District, Series A, G.O. Bond		4.000%		6/15/2015		AA2		345,000		350,810
Erie County Fiscal Stability Authority, Series A, Revenue Bond		4.125%		5/15/2018		Aa1		450,000		495,900
Erie County Fiscal Stability Authority, Series A, Revenue Bond		4.000%		3/15/2019		Aa1		600,000		665,916
Erie County Fiscal Stability Authority, Series C, Revenue Bond		5.000%		3/15/2018		Aa1		1,025,000		1,154,755
Erie County Water Authority, Revenue Bond		5.000%		12/1/2017		Aa2		300,000		334,710
Essex County, Public Impt., G.O. Bond		5.000%		5/1/2020		AA2		500,000		583,325

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

6

New York Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
NEW YORK MUNICIPAL BONDS (continued)
Fairport Central School District, School Impt., G.O. Bond		2.000%		6/15/2018		AA2	$	305,000	$	315,035
Gananda Central School District, G.O. Bond		3.000%		6/15/2019		AA2		250,000		265,997
Gates Chili Central School District, School Impt., G.O. Bond		2.000%		6/15/2019		Aa3		215,000		220,762
Geneva, Public Impt., G.O. Bond		2.500%		2/1/2017		A2		870,000		902,321
Greece Central School District, G.O. Bond, AGM		5.000%		6/15/2015		Aa3		500,000		511,045
Greece Central School District, G.O. Bond, AGM		4.000%		6/15/2019		Aa3		2,675,000		2,847,136
Herricks Union Free School District, G.O. Bond		2.000%		11/1/2017		Aa2		420,000		434,641
Horseheads Central School District, G.O. Bond		2.000%		6/15/2015		Aa3		540,000		543,985
Huntington, Public Impt., G.O. Bond		3.000%		7/15/2015		Aaa		925,000		938,829
Iroquois Central School District, School Impt., G.O. Bond		2.000%		6/15/2021		Aa2		500,000		505,765
Jamestown City School District, G.O. Bond		3.000%		4/1/2019		A1		200,000		209,442
Kings Park Central School District, G.O. Bond		2.000%		8/1/2020		Aa2		500,000		510,460
Lockport City School District, G.O. Bond, AGM		2.000%		8/1/2019		A1		450,000		458,451
Long Island Power Authority, Prerefunded Balance, Series A, Revenue Bond, NATL		5.250%		6/1/2016		A3		750,000		801,757
Longwood Central School District, Suffolk County, School Impt., G.O. Bond		2.250%		6/15/2018		AA2		590,000		615,818
Mamaroneck, Various Purposes, Public Impt., G.O. Bond		2.000%		7/15/2020		Aa1		335,000		345,750
Metropolitan Transportation Authority, Transit Impt., Prerefunded Balance, Series A, Revenue Bond, NATL		5.000%		11/15/2016		A3		1,545,000		1,675,985
Metropolitan Transportation Authority, Transit Impt., Prerefunded Balance, Series B, Revenue Bond, NATL		5.000%		11/15/2016		A3		2,590,000		2,809,580
Metropolitan Transportation Authority, Transit Impt., Series 2008C, Revenue Bond		6.500%		11/15/2028		A2		1,000,000		1,204,130
Metropolitan Transportation Authority, Transit Impt., Series A, Revenue Bond, NATL		5.250%		11/15/2017		Aa2		1,000,000		1,125,190
Metropolitan Transportation Authority, Transit Impt., Series A, Revenue Bond, NATL		5.250%		11/15/2018		Aa2		200,000		230,802
Metropolitan Transportation Authority, Transit Impt., Series A-2, Revenue Bond		5.000%		11/15/2017		A2		340,000		379,950
Metropolitan Transportation Authority, Transit Impt., Series C, Revenue Bond		5.000%		11/15/2018		A2		650,000		742,781
Metropolitan Transportation Authority, Transit Impt., Series C, Revenue Bond		5.000%		11/15/2019		A2		500,000		580,325
Metropolitan Transportation Authority, Transit Impt., Series D-2, Revenue Bond3		0.380%		11/15/2044		A2		600,000		600,342
Metropolitan Transportation Authority, Transit Impt., Series F, Revenue Bond		5.000%		11/15/2017		A2		835,000		933,113
Metropolitan Transportation Authority, Transit Impt., Series F, Revenue Bond		5.000%		11/15/2019		A2		1,000,000		1,160,650

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

7

New York Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE			CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
NEW YORK MUNICIPAL BONDS (continued)
Minisink Valley Central School District, G.O. Bond		2.500%		4/15/2015			AA2	$	200,000	$	201,242
Monroe County Water Authority, Revenue Bond		4.500%		8/1/2016			Aa2		310,000		329,310
Monroe County Water Authority, Revenue Bond		5.000%		8/1/2019			Aa2		455,000		525,197
Monroe County, Public Impt., G.O. Bond, BAM		5.000%		6/1/2018			AA2		500,000		560,255
Naples Central School District, G.O. Bond, BAM		2.500%		6/15/2020			AA2		710,000		744,321
Nassau County Interim Finance Authority, Sales Tax Secured, Series A, Revenue Bond		4.000%		11/15/2016			Aa1		400,000		426,520
Nassau County Sewer & Storm Water Finance Authority, Prerefunded Balance, Series A, Revenue Bond, BHAC		5.000%		11/1/2018			Aa1		350,000		402,461
Nassau County Sewer & Storm Water Finance Authority, Sewer Impt., Series A, Revenue Bond		5.000%		10/1/2017			Aa3		500,000		557,720
Nassau County Sewer & Storm Water Finance Authority, Sewer Impt., Series A, Revenue Bond		5.000%		10/1/2018			Aa3		500,000		571,930
Nassau County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2018			A2		500,000		560,635
Nassau County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2019			A2		2,425,000		2,774,806
New Rochelle City School District, G.O. Bond		5.000%		12/15/2017			Aa2		365,000		409,826
New York City Transitional Finance Authority, Future Tax Secured, Prerefunded Balance, Revenue Bond		5.000%		8/1/2016			WR4		770,000		826,287
New York City Transitional Finance Authority, Future Tax Secured, Prerefunded Balance, Series B, Revenue Bond		5.000%		5/1/2017			WR4		285,000		314,178
New York City Transitional Finance Authority, Future Tax Secured, Prerefunded Balance, Series B, Revenue Bond		5.000%		5/1/2017			WR4		275,000		303,289
New York City Transitional Finance Authority, Future Tax Secured, Prerefunded Balance, Subseries A-1, Revenue Bond		5.000%		8/1/2016			WR4		255,000		273,641
New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Subseries F-1, Revenue Bond		5.000%		2/1/2019			Aa1		1,500,000		1,727,505
New York City Transitional Finance Authority, Future Tax Secured, Subseries A-1, Revenue Bond		5.000%		11/1/2017			Aa1		1,000,000		1,118,790
New York City Transitional Finance Authority, Future Tax Secured, Unrefunded Balance, Series D, Revenue Bond		5.000%		11/1/2015	��		Aa1		1,650,000		1,716,511
New York City Water & Sewer System, Prerefunded Balance, Series BB, Revenue Bond		5.000%		6/15/2017			Aa2		200,000		213,458
New York City Water & Sewer System, Prerefunded Balance, Series EE, Revenue Bond		5.000%		6/15/2017			Aa2		450,000		498,240
New York City Water & Sewer System, Prerefunded Balance, Series EE, Revenue Bond		5.000%		6/15/2018			Aa2		175,000		199,355
New York City Water & Sewer System, Series AA, Revenue Bond		5.000%		6/15/2020			Aa2		950,000		1,084,359

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

8

New York Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
NEW YORK MUNICIPAL BONDS (continued)
New York City Water & Sewer System, Series AA, Revenue Bond		5.000%		6/15/2021		Aa2	$	1,905,000	$	2,174,424
New York City Water & Sewer System, Series EE, Revenue Bond		5.000%		6/15/2019		Aa2		1,425,000		1,652,003
New York City Water & Sewer System, Series FF-1, Revenue Bond		5.000%		6/15/2018		Aa2		750,000		852,210
New York City Water & Sewer System, Series GG, Revenue Bond		5.000%		6/15/2017		Aa2		465,000		485,106
New York City Water & Sewer System, Series GG, Revenue Bond		4.000%		6/15/2020		Aa2		700,000		786,226
New York City, Public Impt., Prerefunded Balance, Series A, G.O. Bond		5.000%		8/1/2015		WR4		2,765,000		2,843,084
New York City, Public Impt., Prerefunded Balance, Subseries F-1, G.O. Bond, XLCA		5.000%		9/1/2015		Aa2		490,000		505,793
New York City, Public Impt., Prerefunded Balance, Subseries H-A, G.O. Bond		5.000%		3/1/2015		WR4		420,000		423,402
New York City, Public Impt., Subseries D-1, G.O. Bond		5.000%		10/1/2018		Aa2		915,000		1,044,088
New York City, Public Impt., Unrefunded Balance, Subseries F-1, G.O. Bond, XLCA		5.000%		9/1/2019		Aa2		10,000		10,316
New York City, Public Impt., Unrefunded Balance, Subseries H-A, G.O. Bond		5.000%		3/1/2015		AA2		580,000		584,680
New York City, Series A, G.O. Bond, AGM		5.000%		8/1/2015		Aa2		205,000		210,767
New York City, Series B, G.O. Bond		5.000%		8/1/2017		Aa2		1,000,000		1,107,430
New York City, Series B, G.O. Bond		5.000%		8/1/2018		Aa2		1,000,000		1,136,330
New York City, Series E, G.O. Bond		5.000%		8/1/2017		Aa2		2,000,000		2,214,860
New York City, Series F, G.O. Bond		5.000%		8/1/2018		Aa2		450,000		511,349
New York City, Series H, G.O. Bond		4.000%		8/1/2017		Aa2		1,800,000		1,947,438
New York City, Series H, G.O. Bond		4.000%		8/1/2018		Aa2		250,000		275,323
New York Local Government Assistance Corp., Series A, Revenue Bond		5.000%		4/1/2015		AAA2		1,000,000		1,012,180
New York Local Government Assistance Corp., Subseries A-5/6, Revenue Bond		5.500%		4/1/2019		Aa1		445,000		522,434
New York Municipal Bond Bank Agency, Revenue Bond		4.000%		12/1/2017		AA2		2,000,000		2,179,260
The New York Power Authority, Series A, Revenue Bond		4.000%		11/15/2018		Aa1		220,000		244,033
The New York Power Authority, Series A, Revenue Bond, FGIC		5.000%		11/15/2016		Aa1		900,000		937,170
The New York Power Authority, Series C, Revenue Bond, NATL		5.000%		11/15/2017		Aa1		500,000		559,435
New York State Dormitory Authority, Consolidated Service Contract, Revenue Bond		5.000%		7/1/2019		Aa2		750,000		865,935
New York State Dormitory Authority, Public Impt., Series B, Revenue Bond		5.000%		3/15/2019		Aa1		1,000,000		1,153,310

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

9

New York Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
NEW YORK MUNICIPAL BONDS (continued)
New York State Dormitory Authority, Public Impt., Series D, Revenue Bond		5.000%		6/15/2018		Aa1	$	2,500,000	$	2,839,775
New York State Dormitory Authority, Public Impt., Series E, Revenue Bond		5.000%		8/15/2017		Aa1		3,000,000		3,332,550
New York State Dormitory Authority, Rochester Institute of Technology, Prerefunded Balance, Series A, Revenue Bond		5.750%		7/1/2018		A1		500,000		582,805
New York State Dormitory Authority, Rochester Institute of Technology, Revenue Bond		4.000%		7/1/2017		A1		300,000		323,481
New York State Dormitory Authority, School Impt., Series A, Revenue Bond, AGM		3.000%		10/1/2017		A2		750,000		791,835
New York State Dormitory Authority, Series F, Revenue Bond, AGM		5.000%		10/1/2017		A2		2,750,000		3,063,473
New York State Dormitory Authority, University & College Impt., Series A, Revenue Bond		5.000%		7/1/2020		Aa3		225,000		261,063
New York State Environmental Facilities Corp., Public Impt., Series A, Revenue Bond		5.000%		12/15/2017		Aa1		1,300,000		1,458,444
New York State Environmental Facilities Corp., Revenue Bond		5.000%		6/15/2017		Aaa		1,000,000		1,107,360
New York State Environmental Facilities Corp., Revenue Bond		5.000%		6/15/2019		Aaa		1,500,000		1,746,030
New York State Environmental Facilities Corp., Subseries A, Revenue Bond		5.000%		6/15/2019		Aaa		2,220,000		2,584,124
New York State Environmental Facilities Corp., Subseries A, Revenue Bond		5.000%		6/15/2020		Aaa		1,250,000		1,484,763
New York State Environmental Facilities Corp., Water Utility Impt., Series E, Revenue Bond		4.000%		11/15/2018		Aaa		500,000		554,415
New York State Thruway Authority Highway & Bridge Trust Fund, Series B, Revenue Bond		5.000%		4/1/2018		AA2		225,000		253,939
New York State Thruway Authority Highway & Bridge Trust Fund, Series B, Revenue Bond		5.000%		4/1/2019		AA2		350,000		399,126
New York State Thruway Authority, Highway Impt., Series A, Revenue Bond		5.000%		3/15/2015		Aa1		500,000		504,995
New York State Thruway Authority, Highway Impt., Series A, Revenue Bond		5.000%		3/15/2015		Aa1		500,000		504,995
New York State Thruway Authority, Highway Impt., Series A, Revenue Bond		5.000%		3/15/2017		Aa1		470,000		515,040
New York State Thruway Authority, Highway Impt., Series A, Revenue Bond		5.000%		3/15/2020		Aa1		550,000		646,927
New York State Thruway Authority, Highway Impt., Series I, Revenue Bond		5.000%		1/1/2018		A2		590,000		659,762
New York State Thruway Authority, Highway Impt., Series I, Revenue Bond		4.000%		1/1/2019		A2		525,000		577,705
New York State Thruway Authority, Prerefunded Balance, Series B, Revenue Bond AMBAC		5.000%		10/1/2015		WR4		335,000		347,161
New York State Thruway Authority, Revenue Bond		5.000%		4/1/2018		AA2		2,025,000		2,285,455

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

10

New York Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
NEW YORK MUNICIPAL BONDS (continued)
New York State Thruway Authority, Unrefunded Balance, Series B, Revenue Bond AMBAC		5.000%		4/1/2019		AA2	$	2,165,000	$	2,240,710
New York State Urban Development Corp., Public Impt., Series A-2, Revenue Bond, AMBAC		5.500%		3/15/2017		Aa1		505,000		558,914
New York State Urban Development Corp., Public Impt., Series B, Revenue Bond		5.000%		3/15/2017		Aa1		675,000		739,685
New York State Urban Development Corp., Series D, Revenue Bond		5.250%		1/1/2017		AA2		1,500,000		1,636,575
New York State, Water Utility Impt., Series A, G.O. Bond		5.000%		3/1/2018		Aa1		3,440,000		3,888,645
New York State, Water Utility Impt., Series A, G.O. Bond		5.000%		3/1/2021		Aa1		1,000,000		1,199,900
New York State, Water Utility Impt., Series E, G.O. Bond		5.000%		12/15/2019		Aa1		565,000		665,220
Niagara County, Water Utility Impt., G.O. Bond		2.000%		2/1/2020		Aa3		500,000		512,015
Niagara-Wheatfield Central School District, G.O. Bond, NATL		4.125%		2/15/2019		A2		610,000		646,148
Niagara-Wheatfield Central School District, G.O. Bond, NATL		4.125%		2/15/2020		A2		850,000		896,155
Niskayuna Central School District, G.O. Bond		3.000%		4/15/2018		AA2		360,000		383,731
North Colonie Central School District, G.O. Bond		4.000%		7/15/2020		AA2		400,000		450,748
North Hempstead, G.O. Bond		3.000%		5/1/2015		Aa1		375,000		378,570
Oneida County, Public Impt., G.O. Bond, AGM		2.500%		5/15/2019		A1		500,000		524,790
Oneida County, Public Impt., G.O. Bond, AGM		3.000%		5/1/2020		A1		400,000		418,560
Onondaga County, Public Impt., G.O. Bond		4.000%		5/1/2017		Aa2		500,000		539,090
Onondaga County, Public Impt., G.O. Bond		4.000%		5/1/2018		Aa2		1,400,000		1,538,810
Onondaga County, Public Impt., G.O. Bond		5.000%		5/1/2020		Aa2		250,000		295,157
Onondaga County, Public Impt., Series A, G.O. Bond		3.000%		3/1/2015		Aa2		1,000,000		1,004,770
Onondaga County, Public Impt., Series A, G.O. Bond		5.000%		3/1/2017		Aa2		220,000		240,909
Ontario County, Public Impt., G.O. Bond		3.000%		4/15/2015		Aa1		200,000		201,566
Orange County, Series A, G.O. Bond		5.000%		7/15/2015		Aa3		500,000		513,055
Orange County, Series A, G.O. Bond		5.000%		7/15/2017		Aa3		550,000		609,840
Ossining Union Free School District, School Impt., G.O. Bond		2.250%		9/1/2016		Aa2		730,000		752,813
Pittsford Central School District, G.O. Bond		4.000%		10/1/2021		Aa1		350,000		397,953
Pleasantville Union Free School District, G.O. Bond		4.000%		5/1/2015		Aa2		530,000		536,556
Port Authority of New York & New Jersey, Airport & Marina Impt., Series 173, Revenue Bond		5.000%		12/1/2018		Aa3		1,665,000		1,911,720
Port Authority of New York & New Jersey, Airport & Marina Impt., Series 179, Revenue Bond		5.000%		12/1/2016		Aa3		460,000		499,233
Port Authority of New York & New Jersey, Airport & Marina Impt., Series 179, Revenue Bond		5.000%		12/1/2018		Aa3		400,000		459,272
Port Authority of New York & New Jersey, Series 180, Revenue Bond		4.000%		6/1/2016		Aa3		400,000		420,260

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

11

New York Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
NEW YORK MUNICIPAL BONDS (continued)
Port Authority of New York & New Jersey, Series 180, Revenue Bond		4.000%		6/1/2019		Aa3	$	200,000	$	223,528
Port Washington Union Free School District, G.O. Bond		4.000%		7/1/2017		Aa1		300,000		324,804
Putnam County, Parking Facility Impt., G.O. Bond		2.000%		11/15/2018		Aa2		300,000		310,323
Rensselaer County, Nursing Homes, Public Impt., G.O. Bond		2.000%		7/15/2020		AA2		930,000		943,057
Rochester, School Impt., Series A, G.O. Bond, AMBAC		5.000%		8/15/2022		Aa3		95,000		113,592
Rochester, School Impt., Series II, G.O. Bond		5.000%		2/1/2019		Aa3		1,625,000		1,860,511
Roslyn Union Free School District, G.O. Bond		5.000%		10/15/2020		Aa1		215,000		254,915
Sachem Central School District, G.O. Bond		3.000%		7/15/2016		AA2		1,005,000		1,046,376
Sachem Central School District, G.O. Bond, NATL		5.250%		10/15/2017		A3		225,000		252,949
Saratoga Springs City School District, G.O. Bond		4.000%		6/15/2015		AA2		500,000		508,765
Scarsdale Union Free School District, G.O. Bond		4.000%		6/1/2015		Aaa		270,000		274,377
Scarsdale Union Free School District, G.O. Bond		5.000%		2/1/2017		Aaa		320,000		348,589
Shenendehowa Central School District, G.O. Bond		4.000%		7/15/2020		AA2		475,000		538,769
Skaneateles Central School District, G.O. Bond		2.000%		6/15/2015		AA2		660,000		665,049
Skaneateles Central School District, G.O. Bond		4.000%		6/15/2015		AA2		280,000		284,690
South Glens Falls Central School District, Unrefunded Balance, G.O. Bond, NATL		5.375%		6/15/2018		A1		95,000		97,183
South Huntington Union Free School District, G.O. Bond		2.250%		3/15/2015		Aa1		250,000		251,085
South Jefferson Central School District, G.O. Bond, BAM		2.000%		6/15/2019		AA2		710,000		724,697
South Orangetown Central School District, G.O. Bond		3.000%		8/1/2015		Aa2		230,000		233,528
Southampton Union Free School District, G.O. Bond		2.500%		6/1/2015		Aaa		950,000		959,177
Suffolk County Water Authority, Revenue Bond		5.000%		6/1/2021		AA2		1,225,000		1,465,443
Suffolk County Water Authority, Revenue Bond		4.000%		6/1/2022		AA2		200,000		226,100
Suffolk County Water Authority, Water Utility Impt., Prerefunded Balance, Revenue Bond, NATL		4.500%		6/1/2027		A3		1,160,000		1,181,031
Suffolk County Water Authority, Water Utility Impt., Revenue Bond		5.000%		6/1/2018		AA2		2,000,000		2,268,760
Suffolk County Water Authority, Water Utility Impt., Series A, Revenue Bond		5.000%		6/1/2018		AA2		200,000		226,876
Sullivan County, Public Impt., G.O. Bond		2.000%		6/1/2019		AA2		1,015,000		1,044,435
Syracuse, Public Impt., Series A, G.O. Bond, AGM		4.000%		6/1/2018		A1		545,000		596,214
Three Village Central School District Brookhaven & Smithtown, G.O. Bond		3.500%		5/1/2015		Aa2		1,000,000		1,011,180
Tonawanda, Public Impt., G.O. Bond		2.000%		6/1/2017		AA2		260,000		266,958
Tonawanda, Public Impt., G.O. Bond		2.000%		6/1/2018		AA2		365,000		375,260
Tonawanda, Public Impt., G.O. Bond		2.000%		6/1/2019		AA2		355,000		364,549

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

12

New York Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE		MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
NEW YORK MUNICIPAL BONDS (continued)
Triborough Bridge & Tunnel Authority, General Purpose, Prerefunded Balance, Series A, Revenue Bond, NATL		4.750%		1/1/2016		AA2	$	300,000	$	313,290
Triborough Bridge & Tunnel Authority, Highway Impt., Prerefunded Balance, Series A, Revenue Bond		5.000%		5/15/2018		Aa3		530,000		601,417
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		5.000%		11/15/2018		Aa3		890,000		1,022,681
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		5.000%		11/15/2019		Aa3		1,075,000		1,258,857
Triborough Bridge & Tunnel Authority, Prerefunded Balance, Series C, Revenue Bond		5.000%		11/15/2018		WR4		305,000		350,689
Triborough Bridge & Tunnel Authority, Prerefunded Balance, Subseries D, Revenue Bond		5.000%		11/15/2018		WR4		310,000		356,438
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		4.000%		11/15/2017		Aa3		1,325,000		1,446,542
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2017		Aa3		350,000		392,028
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		4.000%		11/15/2018		Aa3		250,000		277,813
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2019		Aa3		820,000		960,245
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2022		Aa3		1,000,000		1,221,480
Triborough Bridge & Tunnel Authority, Series C, Revenue Bond		5.000%		11/15/2018		Aa3		500,000		574,540
Ulster County, Public Impt., G.O. Bond		4.000%		11/15/2019		AA2		510,000		570,960
Union Endicott Central School District, G.O. Bond, BAM		2.125%		6/15/2019		AA2		580,000		596,130
Union Endicott Central School District, G.O. Bond, NATL		4.125%		6/15/2015		A3		865,000		880,189
Voorheesville Central School District, G.O. Bond		5.000%		6/15/2021		AA2		500,000		594,545
Warren County, Public Impt., G.O. Bond, AGM		4.000%		7/15/2020		AA2		500,000		551,150
Wayne County, Public Impt., G.O. Bond		3.000%		6/1/2021		Aa2		295,000		316,317
Wellsville Central School District, G.O. Bond, AGM		4.000%		6/15/2016		A2		950,000		995,581
Westchester County, Prerefunded Balance, Series A, G.O. Bond		3.000%		10/15/2017		WR4		5,000		5,317
Westchester County, Public Impt., Series A, G.O. Bond		3.000%		1/15/2015		Aa1		500,000		500,570
Westchester County, Unrefunded Balance, Series A, G.O. Bond		3.000%		10/15/2017		Aa1		410,000		435,399
Westchester County, Unrefunded Balance, Series C, G.O. Bond		5.000%		11/1/2017		Aa1		495,000		553,652
Wilson Central School District, G.O. Bond		3.000%		6/15/2018		Aa3		420,000		445,977

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

13

New York Tax Exempt Series

Investment Portfolio - December 31, 2014

	COUPON RATE			MATURITY DATE		CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)
NEW YORK MUNICIPAL BONDS (continued)
Yonkers, Series C, G.O. Bond, AGM		2.000	%		10/15/2017		A2	$	500,000	$	513,955
TOTAL MUNICIPAL BONDS (Identified Cost $169,693,142)											170,631,085
SHORT-TERM INVESTMENT - 4.6%
Dreyfus BASIC New York Municipal Money Market Fund (Identified Cost $8,297,358)		0.00	%5						8,297,358		8,297,358
TOTAL INVESTMENTS - 99.0% (Identified Cost $177,990,500)											178,928,443
OTHER ASSETS, LESS LIABILITIES - 1.0%											1,800,815
NET ASSETS - 100%										$	180,729,258

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

BAM (Build America Mutual Assurance Co.)

BHAC (Berkshire Hathaway Assurance Corp.)

FGIC (Financial Guaranty Insurance Co.)

MAC (Municipal Assurance Corp.)

NATL (National Public Finance Guarantee Corp.)

XLCA (XL Capital Assurance)

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

¹ Credit ratings from Moody’s (unaudited).

² Credit ratings from S&P (unaudited).

³ The coupon rate is floating and is the effective rate as of December 31, 2014.

⁴ Credit rating has been withdrawn. As of December 31, 2014, there is no rating available (unaudited).

⁵ Rate shown is the current yield as of December 31, 2014. Rate is less than 0.01%.

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

14

New York Tax Exempt Series

Statement of Assets and Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $177,990,500) (Note 2)	$	178,928,443
Interest receivable		1,516,041
Receivable for fund shares sold		418,084
TOTAL ASSETS		180,862,568
LIABILITIES:
Accrued management fees (Note 3)		79,518
Accrued fund accounting and administration fees (Note 3)		20,206
Accrued transfer agent fees (Note 3)		1,169
Accrued Chief Compliance Officer service fees (Note 3)		407
Audit fees payable		18,930
Payable for fund shares repurchased		2,920
Other payables and accrued expenses		10,160
TOTAL LIABILITIES		133,310
TOTAL NET ASSETS	$	180,729,258
NET ASSETS CONSIST OF:
Capital stock	$	173,370
Additional paid-in-capital		179,392,146
Undistributed net investment income		225,799
Net unrealized appreciation on investments		937,943
TOTAL NET ASSETS	$	180,729,258
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($180,729,258/17,336,987 shares)	$	10.42

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

15

New York Tax Exempt Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Interest	$	2,156,897
Dividends		3
Total Investment Income		2,156,900
EXPENSES:
Management fees (Note 3)		854,380
Fund accounting and administration fees (Note 3)		81,389
Transfer agent fees (Note 3)		4,847
Chief Compliance Officer service fees (Note 3)		3,160
Directors’ fees (Note 3)		1,980
Custodian fees		7,514
Miscellaneous		43,175
Total Expenses		996,445
NET INVESTMENT INCOME		1,160,455
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments		515,310
Net change in unrealized appreciation on investments		560,816
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		1,076,126
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	2,236,581

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

16

New York Tax Exempt Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,160,455		$	2,591,125
Net realized gain on investments		515,310			661,703
Net change in unrealized appreciation (depreciation) on investments		560,816			(6,186,732	)
Net increase (decrease) from operations		2,236,581			(2,933,904	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(1,062,965	)		(2,490,573	)
From net realized gain on investments		(789,676	)		(536,179	)
Total distributions to shareholders		(1,852,641	)		(3,026,752	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		16,509,561			7,010,989
Net increase in net assets		16,893,501			1,050,333
NET ASSETS:
Beginning of year		163,835,757			162,785,424
End of year (including undistributed net investment income of $ 225,799 and $148,393, respectively)	$	180,729,258		$	163,835,757

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

17

New York Tax Exempt Series

Financial Highlights

	FOR THE YEARS ENDED
	12/31/14			12/31/13			12/31/12			12/31/11			12/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.40		$	10.78		$	10.63		$	10.19		$	10.55
Income (loss) from investment operations:
Net investment income1		0.07			0.17			0.19			0.28			0.36
Net realized and unrealized gain (loss) on investments		0.07			(0.36	)		0.16			0.56			(0.32	)
Total from investment operations		0.14			(0.19	)		0.35			0.84			0.04
Less distributions to shareholders:
From net investment income		(0.07	)		(0.16	)		(0.20	)		(0.27	)		(0.39	)
From net realized gain on investments		(0.05	)		(0.03	)		—	2		(0.13	)		(0.01	)
Total distributions to shareholders		(0.12	)		(0.19	)		(0.20	)		(0.40	)		(0.40	)
Net asset value - End of year	$	10.42		$	10.40		$	10.78		$	10.63		$	10.19
Net assets - End of year (000’s omitted)	$	180,729		$	163,836		$	162,785		$	158,092		$	136,225
Total return3		1.28	%		(1.72	%)		3.31	%		8.37	%		0.32	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.58	%		0.60	%		0.60	%		0.61	%		0.61	%
Net investment income		0.68	%		1.57	%		1.72	%		2.66	%		3.41	%
Portfolio turnover		43	%		33	%		7	%		48	%		7	%
*For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			0.00	%4

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.

⁴Less than 0.01%.

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

18

New York Tax Exempt Series

Notes to Financial Statements

1. Organization

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

The Series’ investment objective is to provide as high a level of current income exempt from federal income tax and New York State personal income tax as the Advisor believes is consistent with the preservation of capital.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated as New York Tax Exempt 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

Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service (the “Service”). The Service utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings). The Service has been approved by the Fund’s Board of Directors (the “Board”).

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 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.

19

New York Tax Exempt 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 December 31, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	170,631,085	$	—	$	170,631,085	$	—
Mutual fund		8,297,358		8,297,358		—		—
Total assets	$	178,928,443	$	8,297,358	$	170,631,085	$	—

There were no Level 3 securities held by the Series as of December 31, 2013 or December 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 December 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 December 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 and various states, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2011 through December 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.

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.

20

New York Tax Exempt Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

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 0.50% 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 April 30, 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 0.85% of average daily net assets each year. The Advisor did not waive any fees for the year ended December 31, 2014. 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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

21

New York Tax Exempt Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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

4. Purchases and Sales Securities

For the year ended December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $96,448,888 and $68,270,425, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of New York Tax Exempt Series were:

	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,760,068		$	28,891,095			2,178,237		$	23,145,910
Reinvested		169,423			1,771,520			272,986			2,861,445
Repurchased		(1,350,557	)		(14,153,054	)		(1,800,802	)		(18,996,366	)
Total		1,578,934		$	16,509,561			650,421		$	7,010,989

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

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of December 31, 2014.

7. Concentration of Credit

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

8. Federal Income Tax Information

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 and/or treatment of the recognition of net investment income or gains and losses, including market discount on investments. 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 December 31, 2014, $20,084 was reclassified within the capital accounts from Undistributed Net Investment Income to Accumulated Net Realized Loss on Investments. Any such reclassifications are not reflected in the financial highlights.

22

New York Tax Exempt 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  12/31/14		FOR THE YEAR ENDED 12/31/13
Tax exempt income	$	1,063,499	$	2,490,573
Long-term capital gains		789,142		536,179

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

Cost for federal income tax purposes	$	177,969,342
Unrealized appreciation		1,092,305
Unrealized depreciation		(133,204	)
Net unrealized appreciation	$	959,101
Undistributed tax exempt income	$	204,641

23

New York Tax Exempt Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of New York Tax Exempt 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 New York Tax Exempt Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 December 31, 2014 by correspondence with the custodian, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

24

New York Tax Exempt 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.

The Series hereby reports $1,063,499 as tax exempt dividends for the year ended December 31, 2014. It is the intention of the Series to designate the maximum allowable under tax law.

The Series designates $561,603 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

25

New York Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the Advisor is incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

26

New York Tax Exempt Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

27

New York Tax Exempt 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:	69
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. (2000-2014) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) GMP Companies (2000-2011) Cytos Biotechnology Ltd. (2012-2014)

28

New York Tax Exempt 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:	80
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:	28
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

29

New York Tax Exempt 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:	47
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.

30

New York Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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.

MNNYT-12/14-AR

Core Bond 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. 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. 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

Core Bond Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term total return by investing primarily in fixed income securities. Under normal circumstances, at least 80% of the Series’ assets will be invested in investment-grade bonds and other financial instruments with economic characteristics similar to bonds.

Performance Commentary

Domestic fixed income markets did well during 2014 and most sectors provided positive absolute returns. Municipal bonds and longer-term Treasury securities were the standout performers. Contrary to consensus expectations at the beginning of the year, the yields of bonds with longer-term maturities moved lower during 2014. The 10-year U.S. Treasury yield fell from 3% at the end of 2013 to 2.2% as of December 31, 2014. From a credit quality perspective, investment-grade securities generally outperformed high yield bonds.

The Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index returned 6.37% during 2014. The Core Bond Series returned 3.62%, trailing the benchmark on a relative basis.

Contributing to the relative performance shortfall during 2014 was the Series’ concentration in shorter duration securities and a meaningful underweight to Treasuries relative to the benchmark. Duration is defined as the average time it takes to collect a bond’s interest and principal repayment. It is a measure of the sensitivity of the price (the value of principal) of a fixed income investment to a change in interest rates. The downward shift on the long end of the Treasury yield curve during the year led to strong performance in longer maturity securities, where the Series’ exposure is limited due to the Advisor’s view of an unattractive upside relative to the risks of rising yields. Corporate bonds did well, particularly during the first and second quarters, which helped drive the Series’ solid full year absolute performance. During the third and fourth quarter, however, corporate bond returns generally trailed other sectors.

Regarding sector and quality characteristics, the Series is notably tilted toward corporate bonds and is significantly overweight in that sector relative to the benchmark. This sector has been a primary focus area for us over the past few years, and we believe it remains an attractive option for many fixed income investors in 2015 as businesses continue to experience the benefits of a slowly improving U.S. economy. The bulk of the Series’ holdings are rated BBB or higher by Standard & Poor’s. Regarding U.S. Treasuries, the Series is significantly underweight relative to the benchmark as we do not believe yields in that sector offer investors sufficient compensation for interest rate risk in the current environment. The Series also has a meaningful allocation to commercial mortgage-backed securities.

We believe divergent economic growth across global economies increases the likelihood that monetary policy among major central banks may diverge as well in 2015. This, along with geopolitical risks such as ongoing regional conflicts and European politics, may lead to bouts of volatility in financial markets. In light of the current environment, it is important that investors remain active, flexible, and selective in their approach in an attempt to avoid overvalued and risky areas of the market, something Manning & Napier has done for over 40 years.

Please see the next page for additional performance information as of December 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. 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. Duration is defined as the average time it takes to collect a bond’s interest and principal repayment. It is a measure of the sensitivity of the price (the value of principal) of a fixed income investment to a change in interest rates.

2

Core Bond Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Core Bond Series3		3.62	%		5.37	%		5.23	%
Bank of America (BofA) Merrill Lynch U.S. Corporate, Government & Mortgage Index4		6.37	%		4.49	%		4.88	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Core Bond Series from its inception² (4/21/05) to present (12/31/14) to the BofA Merrill Lynch U.S. Corporate, Government & Mortgage 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 April 21, 2005, the Series’ 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 December 31, 2014, this net expense ratio was 0.70%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.70% for the year ended December 31, 2014.

⁴The unmanaged Bank of America (BofA) Merrill Lynch U.S. Corporate, Government & Mortgage Index is a market value weighted measure that represents U.S. government, corporate, and pass-through securities issued by entities within the United States, by supranational entities, or by entities headquartered outside of the United States but who have issued dollar-denominated securities within the United States. The Index only includes investment-grade securities with maturities of greater than one year. Index returns assume reinvestment of coupons and do not reflect any fees or expenses. Index returns provided by Bloomberg.

3

Core Bond 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 (July 1, 2014 to December 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                   7/1/14	ENDING ACCOUNT VALUE                   12/31/14	EXPENSES PAID DURING PERIOD*              7/1/14-12/31/14
Actual	$1,000.00	$997.10	$3.47
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.73	$3.52

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.69%, 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 ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data.

4

Core Bond Series

Portfolio Composition as of December 31, 2014

(unaudited)

5

Core Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS - 78.8%
Convertible Corporate Bonds - 0.5%
Consumer Discretionary - 0.5%
Internet & Catalog Retail - 0.5%
The Priceline Group, Inc., 0.35%, 6/15/2020 (Identified Cost $800,738)		BBB	2	$	655,000	$	730,325
Non-Convertible Corporate Bonds - 78.3%
Consumer Discretionary - 9.7%
Auto Components - 0.6%
Delphi Corp., 5.00%, 2/15/2023		Baa3			820,000		875,334
Automobiles - 1.6%
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		Baa3			2,010,000		2,489,705
Diversified Consumer Services - 1.1%
Block Financial LLC, 5.50%, 11/1/2022		Baa2			1,470,000		1,615,102
Hotels, Restaurants & Leisure - 0.9%
Yum! Brands, Inc., 6.25%, 4/15/2016		Baa3			825,000		875,432
Yum! Brands, Inc., 6.25%, 3/15/2018		Baa3			461,000		515,755
							1,391,187
Household Durables - 2.5%
NVR, Inc., 3.95%, 9/15/2022		Baa2			1,775,000		1,820,614
Tupperware Brands Corp., 4.75%, 6/1/2021		Baa3			1,512,000		1,618,513
Whirlpool Corp., 2.40%, 3/1/2019		Baa2			385,000		382,638
							3,821,765
Media - 1.9%
21st Century Fox America, Inc., 6.90%, 3/1/2019		Baa1			615,000		725,178
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		Baa2			1,280,000		1,415,359
Discovery Communications LLC, 5.05%, 6/1/2020		Baa2			635,000		697,628
							2,838,165
Multiline Retail - 0.6%
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		Baa2			945,000		917,673
Specialty Retail - 0.5%
The TJX Companies, Inc., 2.75%, 6/15/2021		A3			805,000		810,034
Total Consumer Discretionary							14,758,965
Consumer Staples - 2.0%
Beverages - 1.7%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		A2			350,000		423,934
Beam Suntory, Inc., 1.75%, 6/15/2018		Baa2			1,000,000		989,517
Pernod-Ricard S.A. (France)3, 5.75%, 4/7/2021		Baa3			755,000		867,251
SABMiller plc (United Kingdom)3, 6.50%, 7/15/2018		Baa1			350,000		399,583
							2,680,285

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

6

Core Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Household Products - 0.3%
Energizer Holdings, Inc., 4.70%, 5/19/2021		Baa3	$	380,000	$	394,294
Total Consumer Staples						3,074,579
Energy - 6.7%
Energy Equipment & Services - 1.7%
Baker Hughes, Inc., 7.50%, 11/15/2018		A2		885,000		1,056,371
Schlumberger Oilfield plc3, 4.20%, 1/15/2021		Aa3		730,000		792,036
Weatherford International Ltd., 9.625%, 3/1/2019		Baa3		705,000		836,186
						2,684,593
Oil, Gas & Consumable Fuels - 5.0%
CNOOC Nexen Finance 2014 ULC (China), 1.625%, 4/30/2017		Aa3		790,000		786,142
Hess Corp., 8.125%, 2/15/2019		Baa2		630,000		749,569
Kinder Morgan, Inc., 7.00%, 6/15/2017		Baa3		680,000		749,700
Petrobras Global Finance B.V. (Brazil)4, 1.852%, 5/20/2016		Baa2		1,200,000		1,137,000
Petrobras International Finance Co. S.A. (Brazil), 3.875%, 1/27/2016		Baa2		1,540,000		1,511,202
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018		A3		680,000		734,400
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019		A3		1,000,000		1,182,500
Talisman Energy, Inc. (Canada), 3.75%, 2/1/2021		Baa3		780,000		754,287
						7,604,800
Total Energy						10,289,393
Financials - 38.0%
Banks - 13.7%
Bank of America Corp., 6.875%, 4/25/2018		Baa2		525,000		603,005
Bank of America Corp., 6.875%, 11/15/2018		Baa2		1,000,000		1,162,591
Bank of America Corp., 7.625%, 6/1/2019		Baa2		1,000,000		1,208,612
Barclays Bank plc (United Kingdom), 5.14%, 10/14/2020		Baa3		580,000		623,784
Barclays Bank plc (United Kingdom)3, 10.179%, 6/12/2021		Baa3		610,000		818,979
BBVA Bancomer S.A. (Mexico)3, 6.75%, 9/30/2022		Baa2		1,185,000		1,303,500
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		Baa2		450,000		462,043
Citigroup, Inc., 8.50%, 5/22/2019		Baa2		2,001,000		2,493,380
HSBC Finance Corp., 6.676%, 1/15/2021		Baa2		1,300,000		1,542,393
HSBC USA Capital Trust I (United Kingdom)3, 7.808%, 12/15/2026		Baa1		400,000		403,268
Intesa Sanpaolo S.p.A. (Italy), 2.375%, 1/13/2017		Baa2		770,000		776,740
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		Baa2		800,000		828,314
Intesa Sanpaolo S.p.A. (Italy)3, 6.50%, 2/24/2021		Baa2		800,000		925,482
JPMorgan Chase & Co., 4.95%, 3/25/2020		A3		1,000,000		1,104,705
KeyCorp., 2.30%, 12/13/2018		Baa1		750,000		752,589
Lloyds Bank plc (United Kingdom)3, 6.50%, 9/14/2020		Baa2		2,445,000		2,833,073
National City Corp., 6.875%, 5/15/2019		Baa1		720,000		845,826
Royal Bank of Scotland Group plc (United Kingdom), 1.875%, 3/31/2017		Baa2		750,000		749,406

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

7

Core Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Santander Bank N.A. (Spain), 8.75%, 5/30/2018		Baa2	$	650,000	$	774,151
Santander Issuances S.A.U. (Spain)3, 5.911%, 6/20/2016		Baa2		750,000		781,595
						20,993,436
Capital Markets - 3.8%
Drawbridge Special Opportunities Fund LP - Drawbridge Special Opportunities Finance3, 5.00%, 8/1/2021		BBB2		400,000		399,500
The Goldman Sachs Group, Inc.4, 1.332%, 11/15/2018		Baa1		375,000		378,675
The Goldman Sachs Group, Inc., 7.50%, 2/15/2019		Baa1		1,100,000		1,308,407
The Goldman Sachs Group, Inc.4, 1.836%, 11/29/2023		Baa1		755,000		775,679
Morgan Stanley, 2.125%, 4/25/2018		Baa2		1,400,000		1,400,811
UBS AG (Switzerland)4, 7.25%, 2/22/2022		BBB2		475,000		509,464
UBS AG (Switzerland), 7.625%, 8/17/2022		BBB2		435,000		512,150
UBS AG (Switzerland)4, 4.75%, 5/22/2023		BBB2		510,000		514,597
						5,799,283
Consumer Finance - 0.6%
Discover Bank, 4.20%, 8/8/2023		Baa3		865,000		907,670
Diversified Financial Services - 5.4%
CME Group, Inc., 3.00%, 9/15/2022		Aa3		825,000		838,396
General Electric Capital Corp.4, 0.612%, 5/5/2026		A1		1,270,000		1,180,503
General Electric Capital Corp.4,5, 7.125%		Baa1		850,000		989,187
ING Bank N.V. (Netherlands)3, 5.80%, 9/25/2023		Baa2		735,000		815,320
ING Bank N.V. (Netherlands)4, 4.125%, 11/21/2023		Baa2		790,000		802,698
Jefferies Group LLC, 5.125%, 4/13/2018		Baa3		1,000,000		1,054,608
Jefferies Group LLC, 8.50%, 7/15/2019		Baa3		1,305,000		1,563,782
Voya Financial, Inc., 2.90%, 2/15/2018		Baa3		950,000		972,565
						8,217,059
Insurance - 8.5%
Aegon N.V. (Netherlands)4, 2.168%, 7/29/2049		Baa1		875,000		753,900
American International Group, Inc., 4.875%, 6/1/2022		Baa1		2,450,000		2,752,193
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		Baa2		1,600,000		1,687,906
AXA S.A. (France)4, 2.663%, 8/29/2049		A3		1,725,000		1,530,938
Fidelity National Financial, Inc., 6.60%, 5/15/2017		Baa3		1,575,000		1,732,078
First American Financial Corp., 4.30%, 2/1/2023		Baa3		915,000		916,594
First American Financial Corp., 4.60%, 11/15/2024		Baa3		250,000		253,473
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		Baa3		1,980,000		2,225,694
Prudential Financial, Inc.4, 5.875%, 9/15/2042		Baa2		1,130,000		1,192,150
						13,044,926
Real Estate Investment Trusts (REITS) - 6.0%
Boston Properties LP, 5.875%, 10/15/2019		Baa2		935,000		1,070,972

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

8

Core Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Digital Realty Trust LP, 5.875%, 2/1/2020		Baa2		$	1,305,000	$	1,459,612
Digital Realty Trust LP, 5.25%, 3/15/2021		Baa2			45,000		49,285
Duke Realty LP, 3.75%, 12/1/2024		Baa2			750,000		758,857
HCP, Inc., 6.70%, 1/30/2018		Baa1			655,000		745,934
Health Care REIT, Inc., 4.95%, 1/15/2021		Baa2			990,000		1,088,582
Hospitality Properties Trust, 6.70%, 1/15/2018		Baa2			665,000		734,786
Hospitality Properties Trust, 4.50%, 3/15/2025		Baa2			700,000		704,671
Simon Property Group LP, 10.35%, 4/1/2019		A2			990,000		1,294,908
UDR, Inc., 4.625%, 1/10/2022		Baa1			800,000		863,601
Ventas Realty LP - Ventas Capital Corp., 4.75%, 6/1/2021		Baa1			300,000		326,069
							9,097,277
Total Financials							58,059,651
Health Care - 2.7%
Biotechnology - 0.5%
Amgen, Inc., 2.20%, 5/22/2019		Baa1			765,000		761,785
Health Care Equipment & Supplies - 0.3%
Medtronic, Inc.3, 2.50%, 3/15/2020		A3			500,000		501,311
Health Care Providers & Services - 1.4%
Aetna, Inc., 3.50%, 11/15/2024		Baa2			765,000		777,577
Express Scripts Holding Co., 4.75%, 11/15/2021		Baa3			1,165,000		1,285,639
							2,063,216
Pharmaceuticals - 0.5%
Roche Holdings, Inc. (Switzerland)3, 6.00%, 3/1/2019		A1			650,000		750,741
Total Health Care							4,077,053
Industrials - 5.0%
Aerospace & Defense - 1.0%
Textron, Inc., 7.25%, 10/1/2019		Baa3			1,245,000		1,477,877
Airlines - 1.3%
American Airlines Pass-Through Trust, Series 2013-2, Class A, 4.95%, 1/15/2023		A	2		816,533		874,710
Southwest Airlines Co., 5.75%, 12/15/2016		Baa2			371,000		400,849
Southwest Airlines Co., 2.75%, 11/6/2019		Baa2			765,000		768,520
							2,044,079
Commercial Services & Supplies - 0.5%
Waste Management, Inc., 7.375%, 3/11/2019		Baa2			620,000		749,297
Construction & Engineering - 0.5%
Fluor Corp., 3.50%, 12/15/2024		A3			800,000		795,719

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

9

Core Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Machinery - 0.9%
Joy Global, Inc., 5.125%, 10/15/2021		Baa2		$	325,000	$	355,079
Parker-Hannifin Corp., 3.30%, 11/21/2024		A2			1,000,000		1,020,544
							1,375,623
Trading Companies & Distributors - 0.8%
Air Lease Corp., 5.625%, 4/1/2017		BBB	2		1,000,000		1,077,500
Air Lease Corp., 3.375%, 1/15/2019		BBB	2		185,000		187,313
							1,264,813
Total Industrials							7,707,408
Information Technology - 4.7%
Internet Software & Services - 1.0%
Alibaba Group Holding Ltd. (China)3, 2.50%, 11/28/2019		A1			750,000		739,888
Tencent Holdings Ltd. (China)3, 3.375%, 5/2/2019		A3			825,000		838,561
							1,578,449
IT Services - 1.0%
The Western Union Co., 5.253%, 4/1/2020		Baa2			685,000		751,050
Xerox Corp., 2.80%, 5/15/2020		Baa2			825,000		810,395
							1,561,445
Semiconductors & Semiconductor Equipment - 1.4%
KLA-Tencor Corp., 4.125%, 11/1/2021		Baa2			800,000		819,466
Xilinx, Inc., 3.00%, 3/15/2021		A3			1,240,000		1,237,614
							2,057,080
Technology Hardware, Storage & Peripherals - 1.3%
Apple, Inc., 2.40%, 5/3/2023		Aa1			465,000		451,979
EMC Corp., 2.65%, 6/1/2020		A1			1,020,000		1,015,092
Hewlett-Packard Co.4, 1.193%, 1/14/2019		Baa1			570,000		560,247
							2,027,318
Total Information Technology							7,224,292
Materials - 6.7%
Chemicals - 2.6%
The Dow Chemical Co., 5.70%, 5/15/2018		Baa2			300,000		333,046
The Dow Chemical Co., 8.55%, 5/15/2019		Baa2			965,000		1,199,732
Eastman Chemical Co., 5.50%, 11/15/2019		Baa2			200,000		224,703
Eastman Chemical Co., 2.70%, 1/15/2020		Baa2			550,000		553,121
LyondellBasell Industries N.V., 5.00%, 4/15/2019		Baa1			400,000		436,306
The Mosaic Co., 4.25%, 11/15/2023		Baa1			780,000		823,052
Potash Corp. of Saskatchewan, Inc. (Canada), 4.875%, 3/30/2020		A3			340,000		377,886
							3,947,846

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

10

Core Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining - 3.4%
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		A1	$	1,220,000	$	1,433,940
Carpenter Technology Corp., 4.45%, 3/1/2023		Baa3		1,000,000		1,018,421
Freeport-McMoRan, Inc., 3.10%, 3/15/2020		Baa3		650,000		632,276
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		A3		1,250,000		1,284,751
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		Baa2		845,000		823,620
						5,193,008
Paper & Forest Products - 0.7%
Domtar Corp., 4.40%, 4/1/2022		Baa3		735,000		754,386
Georgia-Pacific LLC3, 3.163%, 11/15/2021		Baa1		380,000		382,271
						1,136,657
Total Materials						10,277,511
Telecommunication Services - 2.0%
Wireless Telecommunication Services - 2.0%
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		A2		1,315,000		1,450,103
Crown Castle Towers LLC3, 6.113%, 1/15/2020		A2		745,000		855,738
Crown Castle Towers LLC3, 4.883%, 8/15/2020		A2		250,000		274,807
SBA Tower Trust3, 3.598%, 4/15/2018		Baa3		465,000		466,137
Total Telecommunication Services						3,046,785
Utilities - 0.8%
Gas Utilities - 0.3%
National Fuel Gas Co., 3.75%, 3/1/2023		Baa2		500,000		505,721
Independent Power and Renewable Electricity Producers - 0.5%
Exelon Generation Co. LLC, 5.20%, 10/1/2019		Baa2		675,000		745,889
Total Utilities						1,251,610
Total Non-Convertible Corporate Bonds
(Identified Cost $ 116,979,937)						119,767,247
TOTAL CORPORATE BONDS
(Identified Cost $ 117,780,675)						120,497,572

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

11

Core Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			SHARES/ PRINCIPAL AMOUNT		VALUE (NOTE 2)
PREFERRED STOCKS - 1.1%
Financials - 1.1%
Banks - 0.6%
U.S. Bancorp., Series F (non-cumulative), 6.50%6		Baa1			32,800	$	965,960
Real Estate Investment Trusts (REITS) - 0.5%
Public Storage, Series Q, 6.50%		A3			29,910		788,727
TOTAL PREFERRED STOCKS
(Identified Cost $1,567,750)							1,754,687
ASSET-BACKED SECURITIES - 1.5%
Alterna Funding I LLC, Series 2014-1A, Class NOTE3, 1.639%, 2/15/2021		WR	7	$	307,498		306,921
FDIC Trust, Series 2011-R1, Class A3, 2.672%, 7/25/2026		WR	7		116,701		119,458
Hertz Vehicle Financing LLC, Series 2009-2A, Class A23, 5.29%, 3/25/2016		Aaa			185,000		186,034
Hertz Vehicle Financing LLC, Series 2010-1A, Class A23, 3.74%, 2/25/2017		Aaa			595,000		610,452
NextGear Floorplan Master Owner Trust, Series 2014-1A, Class A3, 1.92%, 10/15/2019		Aaa			390,000		389,132
SpringCastle America Funding LLC, Series 2014-AA, Class A3, 2.70%, 5/25/2023		WR	7		335,919		335,384
Starwood Retail Property Trust, Series 2014-STAR, Class A3,4, 1.387%, 11/15/2027		AAA	2		410,000		412,079
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $2,339,981)							2,359,460
COMMERCIAL MORTGAGE-BACKED SECURITIES - 9.7%
Americold LLC Trust, Series 2010-ARTA, Class A13, 3.847%, 1/14/2029		AAA	2		66,596		69,544
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		Aaa			92,702		96,991
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		Aaa			125,783		127,594
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		AAA	2		284,767		299,468
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM4, 5.568%, 10/12/2041		A3			200,000		212,556
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A23, 3.759%, 4/15/2044		Aaa			56,351		57,728
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A13, 3.156%, 7/10/2046		Aaa			225,264		227,633
Commercial Mortgage Trust, Series 2006-GG7, Class A44, 5.819%, 7/10/2038		Aaa			399,661		417,762
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A13,4, 2.50%, 5/25/2043		AAA	2		412,214		396,982

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

12

Core Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A13,4, 2.13%, 2/25/2043		AAA	2	$	381,735	$	359,958
Extended Stay America Trust, Series 2013-ESH7, Class A273, 2.958%, 12/5/2031		Aaa			455,000		461,018
Fannie Mae Interest Strip, Series 398, Class C3 (IO), 4.50%, 5/25/2039		WR	7		1,552,349		202,312
Fannie Mae Interest Strip, Series 408, Class C1 (IO), 4.00%, 12/25/2040		WR	7		1,210,692		208,342
Fannie Mae Interest Strip, Series 409, Class C15 (IO), 4.00%, 11/25/2039		WR	7		1,663,611		297,388
Fannie Mae Interest Strip, Series 413, Class C32 (IO), 4.00%, 1/25/2039		WR	7		1,690,791		308,147
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		WR	7		344,058		343,821
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)4, 1.243%, 4/25/2021		WR	7		7,905,972		515,888
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)4, 1.564%, 10/25/2021		WR	7		1,211,632		103,729
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)4, 1.502%, 6/25/2022		WR	7		9,811,447		872,679
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)4, 0.226%, 4/25/2023		Aaa			14,565,255		228,864
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)4, 0.123%, 5/25/2023		WR	7		8,613,438		79,252
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)4, 1.577%, 10/25/2018		Aaa			1,674,050		87,349
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		WR	7		420,000		418,199
Freddie Mac REMICS, Series 4132, Class IO (IO), 4.50%, 11/15/2042		WR	7		1,162,166		211,163
FREMF Mortgage Trust, Series 2011-K15, Class B3,4, 4.931%, 8/25/2044		WR	7		170,000		185,632
FREMF Mortgage Trust, Series 2011-K701, Class B3,4, 4.286%, 7/25/2048		A	2		160,000		167,297
FREMF Mortgage Trust, Series 2013-K712, Class B3,4, 3.368%, 5/25/2045		A	2		360,000		361,191
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A44, 5.243%, 1/12/2043		Aaa			650,000		664,334
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM4, 5.284%, 1/12/2043		Baa1			130,000		133,640
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A44, 5.228%, 12/15/2044		Aaa			297,895		302,883
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A44, 5.875%, 4/15/2045		Aaa			435,000		454,214
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2010-C2, Class A33, 4.07%, 11/15/2043		AAA	2		200,000		214,483
JP Morgan Mortgage Trust, Series 2013-1, Class 1A23,4, 3.00%, 3/25/2043		WR	7		317,417		313,151

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

13

Core Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
JP Morgan Mortgage Trust, Series 2013-2, Class A23,4, 3.50%, 5/25/2043		AAA	2	$	349,874	$	354,220
JP Morgan Mortgage Trust, Series 2014-2, Class 1A13,4, 3.00%, 6/25/2029		AAA	2		371,766		378,240
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A23, 2.767%, 1/20/2041		Aaa			330,000		333,108
Motel 6 Trust, Series 2012-MTL6, Class A23, 1.948%, 10/5/2025		AAA	2		300,000		299,040
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX33,4, 3.75%, 11/25/2054		AAA	2		433,000		443,337
OBP Depositor LLC Trust, Series 2010-OBP, Class A3, 4.646%, 7/15/2045		AAA	2		100,000		110,780
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)3,4, 1.467%, 12/15/2028		AAA	2		165,381		165,472
SCG Trust, Series 2013-SRP1, Class AJ3,4, 2.117%, 11/15/2026		AAA	2		450,000		451,382
Sequoia Mortgage Trust, Series 2011-2, Class A14, 3.90%, 9/25/2041		WR	7		235,761		240,525
Sequoia Mortgage Trust, Series 2012-2, Class A24, 3.50%, 4/25/2042		WR	7		323,748		328,849
Sequoia Mortgage Trust, Series 2013-7, Class A24, 3.00%, 6/25/2043		AAA	2		256,026		252,585
Sequoia Mortgage Trust, Series 2013-8, Class A14, 3.00%, 6/25/2043		Aaa			347,240		344,229
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX3, 4.004%, 9/13/2028		AAA	2		245,000		264,498
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A44, 5.242%, 10/15/2044		Aaa			120,915		123,172
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM4, 5.32%, 12/15/2044		Baa3			300,000		308,920
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A34, 6.011%, 6/15/2045		Aaa			280,000		294,964
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A23, 4.393%, 11/15/2043		Aaa			275,000		299,663
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A43,4, 4.869%, 2/15/2044		Aaa			410,000		458,542
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $15,336,165)							14,852,718
FOREIGN GOVERNMENT BONDS - 0.6%
Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019		Baa2			300,000		378,000
Russian Foreign Bond - Eurobond (Russia)3, 5.00%, 4/29/2020		Baa2			500,000		464,875
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $897,432)							842,875

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

14

Core Bond Series

Investment Portfolio - December 31, 2014

	SHARES/ PRINCIPAL AMOUNT		VALUE (NOTE 2)
MUTUAL FUNDS - 0.9%
Direxion Daily 20+ Year Treasury Bear 3x Shares ETF*		8,141	$	258,314
ProShares Short 20+ Year Treasury ETF*		41,305		1,038,821
TOTAL MUTUAL FUNDS
(Identified Cost $1,596,419)				1,297,135
U.S. GOVERNMENT AGENCIES - 4.3%
Mortgage-Backed Securities - 4.3%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021	$	443,971		486,654
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		34,659		37,892
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		43,315		47,434
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		304,600		334,493
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		54,864		59,954
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		530,374		582,577
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		32,738		35,988
Fannie Mae, Pool #AK4747, 3.50%, 3/1/2027		149,100		157,753
Fannie Mae, Pool #AS0945, 2.50%, 11/1/2028		262,059		267,359
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		170,550		186,602
Fannie Mae, Pool #933731, 5.50%, 4/1/2038		123,374		137,862
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		139,179		155,523
Fannie Mae, Pool #995876, 6.00%, 11/1/2038		394,128		447,018
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		141,597		158,225
Fannie Mae, Pool #AB4300, 3.50%, 1/1/2042		358,004		373,929
Fannie Mae, Pool #AQ7871, 3.50%, 12/1/2042		365,586		381,523
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		171,790		183,247
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		53,366		58,626
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		38,559		42,061
Freddie Mac, Pool #J19935, 2.50%, 8/1/2022		188,453		193,675
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		29,258		32,109
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		52,386		57,477
Freddie Mac, Pool #D98711, 4.50%, 7/1/2031		259,402		282,825
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		271,007		296,292
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		251,567		274,906
Freddie Mac, Pool #G07655, 5.50%, 12/1/2035		261,980		294,306
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		128,881		144,200
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		32,498		36,367
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		230,550		260,839
Freddie Mac, Pool #Q17513, 3.50%, 4/1/2043		299,446		311,745
Freddie Mac, Pool #C09068, 3.50%, 11/1/2044		222,934		232,048
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $6,378,506)				6,551,509

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

15

Core Bond Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE (NOTE 2)
SHORT-TERM INVESTMENT - 2.1%
Dreyfus Cash Management, Inc. - Institutional Shares8, 0.03%,
(Identified Cost $ 3,268,311)		3,268,311	$	3,268,311
TOTAL INVESTMENTS - 99.0%
(Identified Cost $ 149,165,239)				151,424,267
OTHER ASSETS, LESS LIABILITIES - 1.0%				1,594,086
NET ASSETS - 100%			$	153,018,353

ETF - Exchange-Traded Fund

IO - Interest only

*Non-income producing security.

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $24,346,275 or 15.9%, of the Series’ net assets as of December 31, 2014 (see Note 2 to the financial statements).

⁴The coupon rate is floating and is the effective rate as of December 31, 2014.

⁵Security is perpetual in nature and has no stated maturity date.

⁶The rate shown is a fixed rate as of December 31, 2014; the rate becomes floating, based on LIBOR plus a spread, in 2022.

⁷Credit rating has been withdrawn. As of December 31, 2014, there is no rating available (unaudited).

⁸Rate shown is the current yield as of December 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.

16

Core Bond Series

Statement of Assets and Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $ 149,165,239) (Note 2)	$	151,424,267
Interest receivable		1,560,373
Receivable for fund shares sold		163,951
Dividends receivable		13,449
TOTAL ASSETS		153,162,040
LIABILITIES:
Accrued management fees (Note 3)		83,330
Accrued fund accounting and administration fees (Note 3)		17,941
Accrued transfer agent fees (Note 3)		857
Accrued Chief Compliance Officer service fees (Note 3)		407
Audit fees payable		19,640
Payable for fund shares repurchased		8,500
Other payables and accrued expenses		13,012
TOTAL LIABILITIES		143,687
TOTAL NET ASSETS	$	153,018,353
NET ASSETS CONSIST OF:
Capital stock	$	143,159
Additional paid-in-capital		150,594,027
Accumulated net realized gain on investments		22,139
Net unrealized appreciation on investments		2,259,028
TOTAL NET ASSETS	$	153,018,353
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A
($153,018,353/14,315,856 shares)	$	10.69

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

17

Core Bond Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Interest	$	5,481,402
Dividends		102,333
Total Investment Income		5,583,735
EXPENSES:
Management fees (Note 3)		942,227
Fund accounting and administration fees (Note 3)		72,867
Transfer agent fees (Note 3)		3,626
Chief Compliance Officer service fees (Note 3)		3,160
Directors’ fees (Note 3)		1,660
Custodian fees		11,856
Miscellaneous		56,032
Total Expenses		1,091,428
NET INVESTMENT INCOME		4,492,307
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments		2,116,134
Net change in unrealized appreciation (depreciation) on investments		(962,167	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		1,153,967
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,646,274

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

18

Core Bond Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	4,492,307		$	5,350,461
Net realized gain on investments		2,116,134			4,426,688
Net change in unrealized appreciation (depreciation) on investments		(962,167	)		(11,487,175	)
Net increase (decrease) from operations		5,646,274			(1,710,026	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(4,503,109	)		(5,367,768	)
From net realized gain on investments		(1,691,493	)		(5,048,876	)
Total distributions to shareholders		(6,194,602	)		(10,416,644	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		457,670			(24,380,144	)
Net decrease in net assets		(90,658	)		(36,506,814	)
NET ASSETS:
Beginning of year		153,109,011			189,615,825
End of year (including undistributed net investment income of $0 and $0, respectively)	$	153,018,353		$	153,109,011

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

19

Core Bond Series

Financial Highlights

	FOR THE YEARS ENDED
	12/31/14			12/31/13			12/31/12			12/31/11			12/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.74		$	11.56		$	11.05		$	10.94		$	10.38
Income (loss) from investment operations:
Net investment income1		0.31			0.35			0.41			0.44			0.45
Net realized and unrealized gain (loss) on investments		0.08			(0.44	)		0.66			0.18			0.48
Total from investment operations		0.39			(0.09	)		1.07			0.62			0.93
Less distributions to shareholders:
From net investment income		(0.32	)		(0.36	)		(0.41	)		(0.44	)		(0.37	)
From net realized gain on investments		(0.12	)		(0.37	)		(0.15	)		(0.07	)		—
Total distributions to shareholders		(0.44	)		(0.73	)		(0.56	)		(0.51	)		(0.37	)
Net asset value - End of year	$	10.69		$	10.74		$	11.56		$	11.05		$	10.94
Net assets - End of year (000’s omitted)	$	153,018		$	153,109		$	189,616		$	164,086		$	114,058
Total return2		3.62	%		(0.79	%)		9.74	%		5.68	%		8.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%		0.70	%		0.70	%		0.71	%		0.76	%
Net investment income		2.86	%		3.09	%		3.55	%		3.91	%		4.10	%
Portfolio turnover		57	%		56	%		31	%		18	%		23	%

*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 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.

20

Core Bond Series

Notes to Financial Statements

1. Organization

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

The Series’ investment objective is to provide long-term total return by investing primarily in fixed income securities.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 125 million have been designated as Core Bond 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.

Debt securities, including government bonds, foreign bonds, asset-backed securities, structured notes, supranational obligations, sovereign bonds, corporate bonds and mortgage-backed securities will normally be valued on the basis of evaluated bid prices provided directly by an independent pricing service. The pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service that utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings).

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.

21

Core Bond Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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.

The following is a summary of the valuation levels used for major security types as of December 31, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Preferred securities:
Financials	$	1,754,687	$	1,754,687	$	—	$	—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		6,551,509		—		6,551,509		—
Corporate debt:
Consumer Discretionary		14,758,965		—		14,758,965		—
Consumer Staples		3,074,579		—		3,074,579		—
Energy		10,289,393		—		10,289,393		—
Financials		58,059,651		—		58,059,651		—
Health Care		4,077,053		—		4,077,053		—
Industrials		7,707,408		—		7,707,408		—
Information Technology		7,224,292		—		7,224,292		—
Materials		10,277,511		—		10,277,511		—
Telecommunication Services		3,046,785		—		3,046,785		—
Utilities		1,251,610		—		1,251,610		—
Convertible corporate debt:
Consumer Discretionary		730,325		—		730,325		—
Asset-backed securities		2,359,460		—		2,359,460		—
Commercial mortgage-backed securities		14,852,718		—		14,852,718		—
Foreign government bonds		842,875		—		842,875		—
Mutual funds		4,565,446		4,565,446		—		—
Total assets	$	151,424,267	$	6,320,133	$	145,104,134	$	—

There were no Level 3 securities held by the Series as of December 31, 2013 or December 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 December 31, 2014.

22

Core Bond Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses

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

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

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.

Securities Purchased on a When-Issued Basis or Forward Commitment

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on December 31, 2014.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series on December 31, 2014.

Restricted Securities

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

23

Core Bond Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Illiquid Securities

A security may be considered illiquid if so deemed in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board. Securities that are illiquid are marked with the applicable footnote on the Investment Portfolio. No such investments were held by the Series on December 31, 2014.

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 December 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 December 31, 2011 through December 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.

3. Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% of the Series’ average daily net assets.

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

24

Core Bond Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

with necessary office space and fund administration and support services. The salaries of all officers of the Fund (except a percentage of the Fund’s Chief Compliance Officer’s salary, which is paid by the Fund), and of all Directors who are “affiliated persons” of the Fund, or of the Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended 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 April 30, 2016, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.80% of average daily net assets each year. The Advisor did not waive any fees for the year ended December 31, 2014. 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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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 December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $79,510,742 and $76,255,944, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $10,526,691 and $9,159,628, respectively.

25

Core Bond Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions

Transactions in shares of Core Bond Series were:

	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,832,616		$	19,938,196			1,733,128		$	19,554,560
Reinvested		570,845			6,171,326			935,975			10,229,957
Repurchased		(2,340,559	)		(25,651,852	)		(4,822,573	)		(54,164,661	)
Total		62,902		$	457,670			(2,153,470	)	$	(24,380,144	)

Substantially all of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion. Of those fiduciary accounts, one shareholder owns 2,055,094 shares (14.4% of shares outstanding) valued at $21,968,950. Investment activities of this shareholder may have a material effect on the Series.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various 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 December 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 and/or treatment of the recognition of net investment income or 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 year ended December 31, 2014, amounts were reclassified within the capital accounts to increase Undistributed Net Investment Income by $10,802 and reduce Accumulated Net Realized Gain on Investments by $10,802. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED  12/31/14		FOR THE YEAR ENDED 12/31/13
Ordinary income	$	4,492,307	$	5,358,268
Long-term capital gains		1,702,295		5,058,376

26

Core Bond Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

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

Cost for federal income tax purposes	$	149,165,239
Unrealized appreciation		4,243,305
Unrealized depreciation		(1,984,277	)
Net unrealized appreciation	$	2,259,028
Undistributed long-term capital gains	$	22,139

27

Core Bond Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Core Bond 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 Core Bond Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 December 31, 2014 by correspondence with the custodian, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

28

Core Bond 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 $53,300 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

The Series designates $1,810,656 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gain, if any) that qualifies for the dividends received deduction for the current fiscal year is 1.19%, or if different, the maximum allowable under tax law.

29

Core Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the Advisor is incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

30

Core Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

31

Core Bond 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:	69
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. (2000-2014)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	GMP Companies (2000-2011)
	Cytos Biotechnology Ltd. (2012-2014)

32

Core Bond 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:	80
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:	28
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

33

Core Bond 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:	47
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.

34

Core Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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.

MNCOB-12/14-AR

Core Plus Bond 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. 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. 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

Core Plus Bond Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term total return by investing primarily in fixed income securities. Under normal circumstances, at least 80% of the Series’ assets will be invested in investment-grade bonds and other financial instruments with economic characteristics similar to bonds. Up to 20% of the Series may be invested in below investment-grade securities and an additional 20% may be invested in non-U.S. dollar denominated securities.

Performance Commentary

Domestic fixed income markets did well during 2014 and most sectors provided positive absolute returns. Municipal bonds and longer-term Treasury securities were the standout performers. Contrary to consensus expectations at the beginning of the year, the yields of bonds with longer-term maturities moved lower during 2014. The 10-year U.S. Treasury yield fell from 3% at the end of 2013 to 2.2% as of December 31, 2014. From a credit quality perspective, investment-grade securities generally outperformed high yield bonds.

The Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index returned 6.37% during 2014. The Core Plus Bond Series Class S returned 3.18%, trailing the benchmark on a relative basis.

Contributing to the relative performance shortfall during 2014 was the Series’ concentration in shorter duration securities and a meaningful underweight to Treasuries relative to the benchmark. The downward shift on the long end of the Treasury yield curve during the year led to strong performance in longer maturity securities, where the Series’ exposure is limited due to the Advisor’s view of an unattractive upside relative to the risks of rising yields. The Series’ investments in high yield securities also represented a headwind to relative performance given that investment-grade bonds generally outperformed and the Series was underweight compared to the benchmark in that segment of the market. Corporate bonds did well, particularly during the first and second quarters, which helped drive the Series’ solid full year absolute performance. During the third and fourth quarter, however, corporate bond returns generally trailed other sectors.

Regarding sector and quality characteristics, the Series is notably tilted toward corporate bonds and is significantly overweight in that sector relative to the benchmark. This sector has been a primary focus area for us over the past few years, and we believe it remains an attractive option for many fixed income investors in 2015 as businesses continue to experience the benefits of a slowly improving U.S. economy. The bulk of the Series’ holdings are considered investment-grade; however, about 25% of the portfolio is invested in high yield securities. The Series is overweight in high yield securities relative to the benchmark. Regarding U.S. Treasuries, the Series is significantly underweight relative to the benchmark as we do not believe yields in that sector offer investors sufficient compensation for interest rate risk in the current environment. The Series also has a meaningful allocation to mortgage-backed securities.

We believe divergent economic growth across global economies increases the likelihood that monetary policy among major central banks may diverge as well in 2015. This, along with geopolitical risks such as ongoing regional conflicts and European politics, may lead to bouts of volatility in financial markets. In light of the current environment, it is important that investors remain active, flexible, and selective in their approach in an attempt to avoid overvalued and risky areas of the market, something Manning & Napier has done for over 40 years.

Please see page 4 for additional performance information as of December 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.

2

Core Plus Bond Series

Fund Commentary

(unaudited)

Performance Commentary (continued)

Performance for the Core Plus Bond Series Cass S shares is provided above. Performance for the Core Plus Bond Series Class I shares may be higher or lower based on the Class’ underlying expenses.

All investments involve risks, including possible loss of principal. 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. Duration is defined as the average time it takes to collect a bond’s interest and principal repayment. It is a measure of the sensitivity of the price (the value of principal) of a fixed income investment to a change in interest rates.

3

Core Plus Bond Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Core Plus Bond Series - Class S3		3.18	%		5.76	%		5.55	%
Manning & Napier Fund, Inc. - Core Plus Bond Series - Class I3,4		3.36	%		5.81	%		5.58	%
Bank of America (BofA) Merrill Lynch U.S. Corporate, Government & Mortgage Index5		6.37	%		4.49	%		4.88	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Core Plus Bond Series - Class S from its inception² (4/21/05) to present (12/31/14) to the BofA Merrill Lynch U.S. Corporate, Government & Mortgage 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 April 21, 2005, 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 December 31, 2014, this net expense ratio was 0.75% for Class S and 0.50% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.75% for Class S and 0.50% for Class I for the year ended December 31, 2014.

⁴For periods prior to the inception of Class I on August 1, 2013, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Core Plus Bond Series - Class S.

⁵The unmanaged Bank of America (BofA) Merrill Lynch U.S. Corporate, Government & Mortgage Index is a market value weighted measure that represents U.S. government, corporate, and pass-through securities issued by entities within the United States, by supranational entities, or by entities headquartered outside of the United States but who have issued dollar-denominated securities within the United States. The Index only includes investment-grade securities with maturities of greater than one year. Index returns assume reinvestment of coupons and do not reflect any fees or expenses. Index returns provided by Bloomberg.

4

Core Plus Bond 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 (July 1, 2014 to December 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 this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of each Class in the table below provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the 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                  7/1/14	ENDING  ACCOUNT VALUE                   12/31/14	EXPENSES PAID  DURING PERIOD*              7/1/14-12/31/14	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$990.60	$3.76	0.75%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.42	$3.82	0.75%
Class I
Actual	$1,000.00	$991.20	$2.51	0.50%
Hypothetical (5% return before expenses)	$1,000.00	$1,022.68	$2.55	0.50%

*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.

5

Core Plus Bond Series

Portfolio Composition as of December 31, 2014

(unaudited)

6

Core Plus Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
LOAN ASSIGNMENTS - 0.5%
Alere, Inc., Term B3, 4.25%, 6/30/2017		WR4			2,000,000	$	1,977,500
Valeant Pharmaceuticals International, Inc., Term Loan D25, 2/13/2019		Ba1			2,000,000		1,979,500
TOTAL LOAN ASSIGNMENTS
(Identified Cost $3,990,000)							3,957,000
CORPORATE BONDS - 74.9%
Convertible Corporate Bonds - 0.4%
Consumer Discretionary - 0.4%
Internet & Catalog Retail - 0.4%
The Priceline Group, Inc., 0.35%, 6/15/2020
(Identified Cost $3,575,813)		BBB	6		2,925,000		3,261,375
Non-Convertible Corporate Bonds - 74.5%
Consumer Discretionary - 7.7%
Auto Components - 0.8%
Delphi Corp., 5.00%, 2/15/2023		Baa3			3,420,000		3,650,782
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 3.50%, 3/15/2017		Ba3			1,910,000		1,910,000
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.875%, 2/1/2022		Ba3			655,000		657,866
							6,218,648
Automobiles - 1.3%
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		Baa3			6,030,000		6,551,884
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		Baa3			2,565,000		3,177,160
							9,729,044
Diversified Consumer Services - 0.9%
Block Financial LLC, 5.50%, 11/1/2022		Baa2			6,380,000		7,009,763
Household Durables - 2.1%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)7, 6.125%, 7/1/2022		B2			455,000		473,200
Newell Rubbermaid, Inc., 2.875%, 12/1/2019		Baa3			3,800,000		3,801,429
NVR, Inc., 3.95%, 9/15/2022		Baa2			6,225,000		6,384,970
Tupperware Brands Corp., 4.75%, 6/1/2021		Baa3			3,125,000		3,345,141
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		B2			515,000		489,250
Whirlpool Corp., 2.40%, 3/1/2019		Baa2			1,615,000		1,605,092
							16,099,082
Media - 1.2%
21st Century Fox America, Inc., 6.90%, 3/1/2019		Baa1			3,130,000		3,690,746
Cogeco Cable, Inc. (Canada)7, 4.875%, 5/1/2020		BB	6		705,000		705,000
Columbus International, Inc. (Barbados)7, 7.375%, 3/30/2021		B2			1,085,000		1,128,400
Discovery Communications LLC, 5.05%, 6/1/2020		Baa2			2,435,000		2,675,157
Gannett Co., Inc.7, 4.875%, 9/15/2021		Ba1			435,000		431,737

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

7

Core Plus Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
Sirius XM Radio, Inc.7, 4.25%, 5/15/2020		B1		455,000	$	448,175
						9,079,215
Multiline Retail - 0.5%
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		Baa2		3,420,000		3,321,104
Specialty Retail - 0.5%
The TJX Companies, Inc., 2.75%, 6/15/2021		A3		3,545,000		3,567,167
Textiles, Apparel & Luxury Goods - 0.4%
VF Corp., 5.95%, 11/1/2017		A3		2,815,000		3,169,603
Total Consumer Discretionary						58,193,626
Consumer Staples - 1.9%
Beverages - 1.1%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		A2		1,600,000		1,937,984
DS Services of America, Inc.7, 10.00%, 9/1/2021		Ba3		635,000		733,425
Pernod-Ricard S.A. (France)7, 5.75%, 4/7/2021		Baa3		3,290,000		3,779,147
SABMiller plc (United Kingdom)7, 6.50%, 7/15/2018		Baa1		1,700,000		1,940,831
						8,391,387
Food & Staples Retailing - 0.2%
C&S Group Enterprises LLC7, 5.375%, 7/15/2022		B1		645,000		640,163
KeHE Distributors LLC - KeHE Finance Corp.7, 7.625%, 8/15/2021		B3		430,000		456,875
Shearer’s Foods LLC - Chip Finance Corp.7, 9.00%, 11/1/2019		B1		455,000		495,950
						1,592,988
Food Products - 0.1%
Pinnacle Operating Corp.7, 9.00%, 11/15/2020		Caa1		1,095,000		1,127,850
Household Products - 0.4%
Energizer Holdings, Inc., 4.70%, 5/19/2021		Baa3		1,600,000		1,660,184
Harbinger Group, Inc., 7.875%, 7/15/2019		Ba3		550,000		585,750
Harbinger Group, Inc., 7.75%, 1/15/2022		Caa1		560,000		565,600
						2,811,534
Tobacco - 0.1%
Vector Group Ltd., 7.75%, 2/15/2021		Ba3		510,000		536,775
Total Consumer Staples						14,460,534
Energy - 6.9%
Energy Equipment & Services - 1.8%
Baker Hughes, Inc., 7.50%, 11/15/2018		A2		3,155,000		3,765,931
Calfrac Holdings LP (Canada)7, 7.50%, 12/1/2020		B1		670,000		566,150
Cameron International Corp., 3.70%, 6/15/2024		Baa1		1,000,000		968,632
Parker Drilling Co., 6.75%, 7/15/2022		B1		800,000		600,000
Schlumberger Oilfield plc7, 4.20%, 1/15/2021		Aa3		2,630,000		2,853,500

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

8

Core Plus Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Energy (continued)
Energy Equipment & Services (continued)
Seventy Seven Operating LLC, 6.625%, 11/15/2019		Ba3			430,000	$	326,800
Shelf Drilling Holdings Ltd. (United Arab Emirates)7, 8.625%, 11/1/2018		Ba3			600,000		492,000
US Shale Solutions, Inc.7, 12.50%, 9/1/2017		B3			345,000		258,750
Weatherford International Ltd., 9.625%, 3/1/2019		Baa3			3,085,000		3,659,057
							13,490,820
Oil, Gas & Consumable Fuels - 5.1%
Buckeye Partners LP, 4.15%, 7/1/2023		Baa3			3,380,000		3,294,074
CNOOC Nexen Finance 2014 ULC (China), 1.625%, 4/30/2017		Aa3			3,465,000		3,448,080
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021		B3			1,075,000		580,500
FTS International, Inc.7, 6.25%, 5/1/2022		B2			425,000		310,250
Hess Corp., 8.125%, 2/15/2019		Baa2			705,000		838,803
Ithaca Energy, Inc. (United Kingdom)7, 8.125%, 7/1/2019		Caa1			625,000		471,875
Kinder Morgan, Inc., 7.00%, 6/15/2017		Baa3			3,335,000		3,676,837
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		Ba3			760,000		763,800
Petrobras Global Finance B.V. (Brazil)3, 1.852%, 5/20/2016		Baa2			5,225,000		4,950,688
Petrobras International Finance Co. S.A. (Brazil), 3.875%, 1/27/2016		Baa2			8,330,000		8,174,229
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018		A3			3,330,000		3,596,400
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019		A3			3,800,000		4,493,500
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		Ba3			615,000		604,237
Talisman Energy, Inc. (Canada), 3.75%, 2/1/2021		Baa3			3,785,000		3,660,224
							38,863,497
Total Energy							52,354,317
Financials - 36.9%
Banks - 12.3%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)3, 9.00%, 5/29/2049		WR4			3,200,000		3,424,000
Banco Santander S.A. (Spain)3, 6.375%, 5/29/2049		Ba1			3,600,000		3,519,000
Bank of America Corp., 5.75%, 8/15/2016		Baa3			3,715,000		3,954,952
Bank of America Corp., 6.875%, 4/25/2018		Baa2			2,295,000		2,635,991
Bank of America Corp., 7.625%, 6/1/2019		Baa2			5,445,000		6,580,892
Barclays Bank plc (United Kingdom), 5.14%, 10/14/2020		Baa3			2,420,000		2,602,683
Barclays Bank plc (United Kingdom)7, 10.179%, 6/12/2021		Baa3			2,540,000		3,410,176
Barclays plc (United Kingdom)3, 6.625%, 6/29/2049		B	6		2,000,000		1,913,764
BBVA Bancomer S.A. (Mexico)7, 6.75%, 9/30/2022		Baa2			4,300,000		4,730,000
BNP Paribas - BNP Paribas US Medium-Term Note Program LLC (France)7, 4.80%, 6/24/2015		Baa2			3,455,000		3,516,039
BPCE S.A. (France)3, 2.55%, 7/29/2049		Ba2			3,795,000		3,241,309
Citigroup, Inc., 8.50%, 5/22/2019		Baa2			7,016,000		8,742,406
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Netherlands)3, 8.40%, 11/29/2049		WR	4		2,980,000		3,263,100
HSBC Bank plc (United Kingdom)7, 1.50%, 5/15/2018		Aa3			4,190,000		4,144,312

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

9

Core Plus Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
HSBC Finance Corp., 6.676%, 1/15/2021		Baa2			3,200,000	$	3,796,659
HSBC USA Capital Trust I (United Kingdom)7, 7.808%, 12/15/2026		Baa1			1,500,000		1,512,253
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		Baa2			3,200,000		3,313,258
Intesa Sanpaolo S.p.A. (Italy)7, 6.50%, 2/24/2021		Baa2			2,800,000		3,239,188
JPMorgan Chase & Co., 4.95%, 3/25/2020		A3			4,000,000		4,418,820
KeyBank N.A., 2.50%, 12/15/2019		A3			2,000,000		2,008,192
Lloyds Bank plc (United Kingdom)7, 6.50%, 9/14/2020		Baa2			9,645,000		11,175,864
National City Corp., 6.875%, 5/15/2019		Baa1			1,920,000		2,255,535
Popular, Inc., 7.00%, 7/1/2019		B2			870,000		870,000
Santander Bank N.A. (Spain), 8.75%, 5/30/2018		Baa2			888,000		1,057,610
Santander Issuances S.A.U. (Spain)7, 5.911%, 6/20/2016		Baa2			3,290,000		3,428,598
SunTrust Banks, Inc.3,11, 5.625%		Ba1			440,000		442,200
							93,196,801
Capital Markets - 4.9%
Drawbridge Special Opportunities Fund LP - Drawbridge Special Opportunities Finance7, 5.00%, 8/1/2021		BBB6			1,875,000		1,872,656
Goldman Sachs Capital II3,11, 4.00%		Ba2			4,205,000		3,090,675
The Goldman Sachs Group, Inc.3, 1.332%, 11/15/2018		Baa1			3,245,000		3,276,798
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		Baa1			3,000,000		3,362,091
The Goldman Sachs Group, Inc.3, 1.836%, 11/29/2023		Baa1			3,305,000		3,395,524
Morgan Stanley, 2.125%, 4/25/2018		Baa2			3,070,000		3,071,778
Morgan Stanley, 5.50%, 1/26/2020		Baa2			4,485,000		5,046,204
Morgan Stanley, 5.75%, 1/25/2021		Baa2			3,940,000		4,522,927
Scottrade Financial Services, Inc.7, 6.125%, 7/11/2021		Baa3			1,700,000		1,819,927
UBS AG (Switzerland)3, 7.25%, 2/22/2022		BBB	6		3,320,000		3,560,886
UBS AG (Switzerland), 7.625%, 8/17/2022		BBB	6		1,940,000		2,284,071
UBS AG (Switzerland)3, 4.75%, 5/22/2023		BBB	6		2,270,000		2,290,462
							37,593,999
Consumer Finance - 2.4%
Ally Financial, Inc., 3.50%, 7/18/2016		B1			777,000		785,741
American Express Co.3,11, 5.20%		Baa3			3,000,000		3,046,776
Capital One Bank USA National Association, 2.15%, 11/21/2018		A3			4,700,000		4,675,466
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		A2			2,085,000		2,459,689
CNG Holdings, Inc.7, 9.375%, 5/15/2020		Caa1			1,080,000		712,800
Discover Bank, 4.20%, 8/8/2023		Baa3			3,210,000		3,368,349
Navient Corp., 6.00%, 1/25/2017		Ba3			1,665,000		1,744,087
Navient Corp., 6.125%, 3/25/2024		Ba3			1,145,000		1,124,963
							17,917,871
Diversified Financial Services - 4.8%
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		A3			2,195,000		2,529,847

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

10

Core Plus Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
CME Group, Inc., 3.00%, 9/15/2022		Aa3		3,005,000	$	3,053,795
General Electric Capital Corp.3, 0.612%, 5/5/2026		A1		7,600,000		7,064,428
General Electric Capital Corp.3,11, 7.125%		Baa1		3,105,000		3,613,444
ING Bank N.V. (Netherlands)7, 5.80%, 9/25/2023		Baa2		3,195,000		3,544,146
ING Bank N.V. (Netherlands)3, 4.125%, 11/21/2023		Baa2		3,465,000		3,520,696
Jefferies Finance LLC - JFIN Co-Issuer Corp.7, 7.375%, 4/1/2020		B1		575,000		534,750
Jefferies Finance LLC - JFIN Co-Issuer Corp.7, 6.875%, 4/15/2022		B1		410,000		375,150
Jefferies Group LLC, 5.125%, 4/13/2018		Baa3		4,000,000		4,218,432
Jefferies Group LLC, 8.50%, 7/15/2019		Baa3		3,925,000		4,703,328
Voya Financial, Inc., 2.90%, 2/15/2018		Baa3		2,050,000		2,098,694
Voya Financial, Inc., 5.50%, 7/15/2022		Baa3		1,100,000		1,242,578
						36,499,288
Insurance - 6.8%
Aegon N.V. (Netherlands)3, 2.168%, 7/29/2049		Baa1		3,866,000		3,330,946
American International Group, Inc., 4.875%, 6/1/2022		Baa1		8,525,000		9,576,508
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		Baa2		7,140,000		7,532,279
AXA S.A. (France)3, 2.55%, 1/29/2049		A3		1,239,000		1,117,206
AXA S.A. (France)3, 2.663%, 8/29/2049		A3		7,199,000		6,389,113
Fidelity National Financial, Inc., 6.60%, 5/15/2017		Baa3		5,495,000		6,043,027
First American Financial Corp., 4.30%, 2/1/2023		Baa3		3,160,000		3,165,505
First American Financial Corp., 4.60%, 11/15/2024		Baa3		1,750,000		1,774,309
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		Baa3		6,915,000		7,773,069
Prudential Financial, Inc.3, 5.875%, 9/15/2042		Baa2		4,960,000		5,232,800
						51,934,762
Real Estate Investment Trusts (REITS) - 5.2%
American Tower Trust I7, 1.551%, 3/15/2018		Aaa		1,625,000		1,605,760
Corrections Corp. of America, 4.125%, 4/1/2020		Ba1		665,000		646,713
Digital Realty Trust LP, 5.875%, 2/1/2020		Baa2		1,000,000		1,118,477
Digital Realty Trust LP, 5.25%, 3/15/2021		Baa2		4,180,000		4,578,015
Duke Realty LP, 3.75%, 12/1/2024		Baa2		3,800,000		3,844,874
DuPont Fabros Technology LP, 5.875%, 9/15/2021		Ba1		1,025,000		1,044,219
HCP, Inc., 6.70%, 1/30/2018		Baa1		4,500,000		5,124,735
Health Care REIT, Inc., 4.95%, 1/15/2021		Baa2		3,450,000		3,793,544
Hospitality Properties Trust, 6.70%, 1/15/2018		Baa2		3,330,000		3,679,457
Hospitality Properties Trust, 4.50%, 3/15/2025		Baa2		3,300,000		3,322,021
Qualitytech LP - QTS Finance Corp.7, 5.875%, 8/1/2022		B2		450,000		452,250
Rialto Holdings LLC - Rialto Corp.7, 7.00%, 12/1/2018		B2		605,000		614,075
Simon Property Group LP, 6.125%, 5/30/2018		A2		3,000,000		3,414,279
Simon Property Group LP, 10.35%, 4/1/2019		A2		3,670,000		4,800,316

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

11

Core Plus Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Ventas Realty LP - Ventas Capital Corp., 4.75%, 6/1/2021		Baa1		1,400,000	$	1,521,654
						39,560,389
Real Estate Management & Development - 0.2%
Forestar USA Real Estate Group, Inc.7, 8.50%, 6/1/2022		B2		735,000		716,625
Greystar Real Estate Partners LLC7, 8.25%, 12/1/2022		B2		430,000		437,525
						1,154,150
Thrifts & Mortgage Finance - 0.3%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		Ba3		1,255,000		1,292,650
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.7, 5.875%, 8/1/2021		Ba3		500,000		475,000
Prospect Holding Co. LLC - Prospect Holding Finance Co.7, 10.25%, 10/1/2018		B2		425,000		350,625
						2,118,275
Total Financials						279,975,535
Health Care - 2.7%
Biotechnology - 0.5%
Amgen, Inc., 2.20%, 5/22/2019		Baa1		3,705,000		3,689,428
Health Care Equipment & Supplies - 0.4%
Halyard Health, Inc.7, 6.25%, 10/15/2022		B2		440,000		446,600
Medtronic, Inc.7, 2.50%, 3/15/2020		A3		2,500,000		2,506,557
						2,953,157
Health Care Providers & Services - 1.3%
Aetna, Inc., 3.50%, 11/15/2024		Baa2		3,715,000		3,776,078
Express Scripts Holding Co., 4.75%, 11/15/2021		Baa3		2,885,000		3,183,750
Fresenius Medical Care US Finance, Inc. (Germany)7, 6.50%, 9/15/2018		Ba2		480,000		530,400
Fresenius US Finance II, Inc. (Germany)7, 9.00%, 7/15/2015		Ba1		1,690,000		1,740,700
Kindred Escrow Corp. II7, 8.75%, 1/15/2023		B2		640,000		688,800
						9,919,728
Pharmaceuticals - 0.5%
Roche Holdings, Inc. (Switzerland)7, 6.00%, 3/1/2019		A1		3,155,000		3,643,981
Total Health Care						20,206,294
Industrials - 5.7%
Aerospace & Defense - 1.2%
DigitalGlobe, Inc.7, 5.25%, 2/1/2021		B1		693,000		658,350
L-3 Communications Corp., 3.95%, 11/15/2016		Baa3		3,525,000		3,677,974

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

12

Core Plus Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Aerospace & Defense (continued)
Textron, Inc., 7.25%, 10/1/2019		Baa3			3,790,000	$	4,498,919
							8,835,243
Air Freight & Logistics - 0.1%
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.7,8, 10.00%, 2/15/2018		Caa2			915,000		928,725
Airlines - 1.4%
Allegiant Travel Co., 5.50%, 7/15/2019		B1			1,095,000		1,114,163
American Airlines Pass-Through Trust, Series 2013-2, Class A, 4.95%, 1/15/2023		A	6		3,020,698		3,235,923
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B7, 6.375%, 1/2/2016		Ba1			1,220,000		1,268,800
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		Ba2			395,000		410,800
Gol LuxCo S.A. (Brazil)7, 8.875%, 1/24/2022		B	6		670,000		629,800
Southwest Airlines Co., 2.75%, 11/6/2019		Baa2			3,715,000		3,732,093
United Continental Holdings, Inc., 6.375%, 6/1/2018		B3			495,000		523,463
							10,915,042
Commercial Services & Supplies - 0.1%
Modular Space Corp.7, 10.25%, 1/31/2019		B3			620,000		536,300
Construction & Engineering - 0.6%
Abengoa Finance S.A.U. (Spain)7, 7.75%, 2/1/2020		B2			840,000		741,300
Fluor Corp., 3.50%, 12/15/2024		A3			4,200,000		4,177,526
							4,918,826
Machinery - 0.8%
CNH Industrial Capital LLC, 3.875%, 11/1/2015		Ba1			1,250,000		1,256,250
CNH Industrial Capital LLC, 6.25%, 11/1/2016		Ba1			535,000		560,413
Joy Global, Inc., 5.125%, 10/15/2021		Baa2			2,350,000		2,567,493
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.7, 8.875%, 8/1/2020		B2			715,000		757,900
Waterjet Holdings, Inc.7, 7.625%, 2/1/2020		B2			530,000		545,900
							5,687,956
Trading Companies & Distributors - 1.5%
Air Lease Corp., 5.625%, 4/1/2017		BBB	6		4,000,000		4,310,000
Air Lease Corp., 3.375%, 1/15/2019		BBB	6		1,045,000		1,058,063
Aircastle Ltd., 4.625%, 12/15/2018		Ba3			555,000		557,775
Aviation Capital Group Corp.7, 3.875%, 9/27/2016		BBB	6		1,755,000		1,799,186
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		B2			605,000		611,050
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		B2			675,000		664,875
International Lease Finance Corp., 8.625%, 9/15/2015		Ba2			335,000		349,237

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

13

Core Plus Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Trading Companies & Distributors (continued)
International Lease Finance Corp., 5.75%, 5/15/2016		Ba2		540,000	$	560,250
International Lease Finance Corp.3, 2.191%, 6/15/2016		Ba2		693,000		692,134
International Lease Finance Corp., 8.75%, 3/15/2017		Ba2		830,000		919,225
						11,521,795
Total Industrials						43,343,887
Information Technology - 4.5%
Internet Software & Services - 1.0%
Alibaba Group Holding Ltd. (China)7, 2.50%, 11/28/2019		A1		3,900,000		3,847,416
Tencent Holdings Ltd. (China)7, 3.375%, 5/2/2019		A3		3,455,000		3,511,790
						7,359,206
IT Services - 0.7%
The Western Union Co., 5.253%, 4/1/2020		Baa2		2,000,000		2,192,846
Xerox Corp., 2.80%, 5/15/2020		Baa2		3,500,000		3,438,039
						5,630,885
Semiconductors & Semiconductor Equipment - 1.2%
KLA-Tencor Corp., 4.125%, 11/1/2021		Baa2		4,200,000		4,302,194
Xilinx, Inc., 3.00%, 3/15/2021		A3		5,180,000		5,170,034
						9,472,228
Technology Hardware, Storage & Peripherals - 1.6%
Apple, Inc., 2.40%, 5/3/2023		Aa1		1,690,000		1,642,675
EMC Corp., 2.65%, 6/1/2020		A1		3,715,000		3,697,123
Hewlett-Packard Co.3, 1.193%, 1/14/2019		Baa1		6,680,000		6,565,705
						11,905,503
Total Information Technology						34,367,822
Materials - 5.1%
Chemicals - 2.3%
Consolidated Energy Finance S.A. (Trinidad-Tobago)7, 6.75%, 10/15/2019		B2		1,075,000		1,050,813
The Dow Chemical Co., 5.70%, 5/15/2018		Baa2		1,360,000		1,509,807
The Dow Chemical Co., 8.55%, 5/15/2019		Baa2		4,760,000		5,917,851
Eastman Chemical Co., 5.50%, 11/15/2019		Baa2		800,000		898,811
Eastman Chemical Co., 2.70%, 1/15/2020		Baa2		2,900,000		2,916,457
LyondellBasell Industries N.V., 5.00%, 4/15/2019		Baa1		1,400,000		1,527,070
The Mosaic Co., 4.25%, 11/15/2023		Baa1		3,180,000		3,355,520
						17,176,329
Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)3,7, 3.241%, 12/15/2019		Ba3		630,000		607,950

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

14

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	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining - 2.0%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		Ba1			615,000	$	742,613
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		A1			3,230,000		3,796,416
Essar Steel Algoma, Inc. (Canada)7, 9.50%, 11/15/2019		Ba3			365,000		367,737
Freeport-McMoRan, Inc., 3.10%, 3/15/2020		Baa3			2,350,000		2,285,923
Lundin Mining Corp. (Canada)7, 7.875%, 11/1/2022		Ba2			690,000		690,000
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		A3			4,000,000		4,111,204
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.7, 7.375%, 2/1/2020		B1			595,000		618,056
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		Baa2			3,010,000		2,933,841
							15,545,790
Paper & Forest Products - 0.7%
Domtar Corp., 4.40%, 4/1/2022		Baa3			3,565,000		3,659,030
Georgia-Pacific LLC7, 3.163%, 11/15/2021		Baa1			1,855,000		1,866,085
							5,525,115
Total Materials							38,855,184
Telecommunication Services - 2.5%
Diversified Telecommunication Services - 0.1%
Inmarsat Finance plc (United Kingdom)7, 4.875%, 5/15/2022		Ba2			685,000		678,150
Wireless Telecommunication Services - 2.4%
Altice Financing S.A. (Luxembourg)7, 6.50%, 1/15/2022		B1			1,550,000		1,515,125
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		A2			4,980,000		5,491,645
Crown Castle Towers LLC7, 6.113%, 1/15/2020		A2			4,070,000		4,674,973
Crown Castle Towers LLC7, 4.883%, 8/15/2020		A2			610,000		670,528
SBA Tower Trust7, 5.101%, 4/17/2017		A2			2,095,000		2,205,140
SBA Tower Trust7, 2.933%, 12/15/2017		A2			1,515,000		1,534,356
SBA Tower Trust7, 3.598%, 4/15/2018		Baa3			1,640,000		1,644,011
Sixsigma Networks Mexico S.A. de C.V. (Mexico)7, 8.25%, 11/7/2021		B1			740,000		750,730
							18,486,508
Total Telecommunication Services							19,164,658
Utilities - 0.6%
Electric Utilities - 0.0%*
Abengoa Yield plc (Spain)7, 7.00%, 11/15/2019		WR	4		450,000		443,250
Gas Utilities - 0.3%
National Fuel Gas Co., 3.75%, 3/1/2023		Baa2			2,000,000		2,022,882
Independent Power and Renewable Electricity Producers - 0.3%
ContourGlobal Power Holdings S.A. (France)7, 7.125%, 6/1/2019		B3			1,095,000		1,095,000
NRG Energy, Inc., 6.25%, 7/15/2022		B1			435,000		444,787

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

15

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Investment Portfolio - December 31, 2014

	CREDIT1 RATING (UNAUDITED)			PRINCIPAL AMOUNT 2 / SHARES		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Independent Power and Renewable Electricity Producers (continued)
RJS Power Holdings LLC7, 5.125%, 7/15/2019		B1			560,000	$	553,000
							2,092,787
Total Utilities							4,558,919
Total Non-Convertible Corporate Bonds
(Identified Cost $554,096,447)							565,480,776
TOTAL CORPORATE BONDS
(Identified Cost $557,672,260)							568,742,151
PREFERRED STOCKS - 1.3%
Financials - 1.3%
Banks - 0.4%
U.S. Bancorp., Series F (non-cumulative), 6.50%9		Baa1			114,010		3,357,595
Insurance - 0.5%
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%9		Ba1			35,600		3,560,000
Real Estate Investment Trusts (REITS) - 0.4%
Public Storage, Series Q, 6.50%		A3			109,100		2,876,967
TOTAL PREFERRED STOCKS
(Identified Cost $9,198,800)							9,794,562
ASSET-BACKED SECURITIES - 1.5%
Alterna Funding I LLC, Series 2014-1A, Class NOTE7, 1.639%, 2/15/2021		WR	4		1,537,489		1,534,606
FDIC Trust, Series 2011-R1, Class A7, 2.672%, 7/25/2026		WR	4		585,649		599,485
Hertz Vehicle Financing LLC, Series 2009-2A, Class A27, 5.29%, 3/25/2016		Aaa			1,292,500		1,299,728
Hertz Vehicle Financing LLC, Series 2010-1A, Class A27, 3.74%, 2/25/2017		Aaa			2,360,000		2,421,287
NextGear Floorplan Master Owner Trust, Series 2014-1A, Class A7, 1.92%, 10/15/2019		Aaa			1,900,000		1,895,770
SpringCastle America Funding LLC, Series 2014-AA, Class A7, 2.70%, 5/25/2023		WR	4		1,679,596		1,676,921
Starwood Retail Property Trust, Series 2014-STAR, Class A3,7, 1.387%, 11/15/2027		AAA	6		2,005,000		2,015,167
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $11,359,513)							11,442,964

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

16

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Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES - 8.0%
Americold LLC Trust, Series 2010-ARTA, Class A17, 3.847%, 1/14/2029		AAA	6		289,691	$	302,518
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		Aaa			310,551		324,922
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		Aaa			562,094		570,188
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		AAA	6		616,995		648,848
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM3, 5.568%, 10/12/2041		A3			800,000		850,224
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A27, 3.759%, 4/15/2044		Aaa			225,405		230,911
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A17, 3.156%, 7/10/2046		Aaa			1,109,320		1,120,987
Commercial Mortgage Trust, Series 2006-GG7, Class A43, 5.819%, 7/10/2038		Aaa			1,632,348		1,706,282
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A13,7, 2.50%, 5/25/2043		AAA	6		1,506,714		1,451,036
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A13,7, 2.13%, 2/25/2043		AAA	6		1,329,782		1,253,920
Extended Stay America Trust, Series 2013-ESH7, Class A277, 2.958%, 12/5/2031		Aaa			1,500,000		1,519,839
Fannie Mae Interest Strip, Series 398, Class C3 (IO), 4.50%, 5/25/2039		WR	4		6,985,299		910,367
Fannie Mae Interest Strip, Series 408, Class C1 (IO), 4.00%, 12/25/2040		WR	4		5,467,643		940,899
Fannie Mae Interest Strip, Series 409, Class C15 (IO), 4.00%, 11/25/2039		WR	4		7,361,479		1,315,941
Fannie Mae Interest Strip, Series 413, Class C32 (IO), 4.00%, 1/25/2039		WR	4		7,481,750		1,363,550
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		WR	4		1,199,677		1,198,849
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K005, Class AX (IO)3, 1.374%, 11/25/2019		WR	4		7,636,052		442,059
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)3, 1.465%, 8/25/2020		WR	4		11,112,758		685,035
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)3, 1.243%, 4/25/2021		WR	4		7,998,403		521,920
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)3, 1.564%, 10/25/2021		WR	4		5,107,184		437,231
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)3, 1.433%, 12/25/2021		WR	4		6,771,818		533,809
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)3, 1.502%, 6/25/2022		WR	4		18,328,417		1,630,221
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)3, 0.226%, 4/25/2023		Aaa			61,394,412		964,690
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)3, 0.123%, 5/25/2023		WR	4		36,306,743		334,058

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

17

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Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)3, 1.577%, 10/25/2018		Aaa			8,221,123	$	428,962
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		WR	4		1,480,000		1,473,655
Freddie Mac REMICS, Series 4132, Class IO (IO), 4.50%, 11/15/2042		WR	4		5,113,533		929,118
FREMF Mortgage Trust, Series 2011-K701, Class B3,7, 4.286%, 7/25/2048		A6			950,000		993,325
FREMF Mortgage Trust, Series 2011-K702, Class B3,7, 4.77%, 4/25/2044		A3			230,000		244,568
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)7, 0.10%, 6/25/2046		WR	4		95,749,799		603,320
FREMF Mortgage Trust, Series 2013-K712, Class B3,7, 3.368%, 5/25/2045		A	6		1,300,000		1,304,302
FREMF Mortgage Trust, Series 2014-K716, Class B3,7, 3.954%, 8/25/2047		A2			2,550,000		2,600,018
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A43, 5.243%, 1/12/2043		Aaa			850,000		868,744
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM3, 5.284%, 1/12/2043		Baa1			460,000		472,880
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A43, 5.228%, 12/15/2044		Aaa			1,530,721		1,556,351
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A43, 5.875%, 4/15/2045		Aaa			1,075,000		1,122,483
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2010-C2, Class A37, 4.07%, 11/15/2043		AAA	6		750,000		804,310
JP Morgan Mortgage Trust, Series 2013-1, Class 1A23,7, 3.00%, 3/25/2043		WR	4		1,105,727		1,090,868
JP Morgan Mortgage Trust, Series 2013-2, Class A23,7, 3.50%, 5/25/2043		AAA	6		1,287,731		1,303,727
JP Morgan Mortgage Trust, Series 2014-2, Class 1A13,7, 3.00%, 6/25/2029		AAA	6		1,672,945		1,702,078
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A27, 2.767%, 1/20/2041		Aaa			1,425,000		1,438,422
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A3, 5.23%, 9/15/2042		Aaa			150,833		153,182
Morgan Stanley Capital I Trust, Series 2011-C1, Class A27, 3.884%, 9/15/2047		AAA	6		200,000		203,944
Motel 6 Trust, Series 2012-MTL6, Class A27, 1.948%, 10/5/2025		AAA	6		1,055,000		1,051,623
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX33,7, 3.75%, 11/25/2054		AAA	6		2,153,000		2,204,401
OBP Depositor LLC Trust, Series 2010-OBP, Class A7, 4.646%, 7/15/2045		AAA	6		420,000		465,277
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)3,7, 1.467%, 12/15/2028		AAA	6		714,146		714,537
SCG Trust, Series 2013-SRP1, Class AJ3,7, 2.117%, 11/15/2026		AAA	6		2,000,000		2,006,144
Sequoia Mortgage Trust, Series 2011-2, Class A13, 3.90%, 9/25/2041		WR	4		750,685		765,854

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

18

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Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Sequoia Mortgage Trust, Series 2012-2, Class A23, 3.50%, 4/25/2042		WR	4		1,422,610	$	1,445,026
Sequoia Mortgage Trust, Series 2013-2, Class A13, 1.874%, 2/25/2043		AAA	6		1,220,457		1,128,446
Sequoia Mortgage Trust, Series 2013-7, Class A23, 3.00%, 6/25/2043		AAA	6		941,808		929,152
Sequoia Mortgage Trust, Series 2013-8, Class A13, 3.00%, 6/25/2043		Aaa			1,284,337		1,273,201
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX7, 4.004%, 9/13/2028		AAA	6		1,195,000		1,290,100
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A43, 5.242%, 10/15/2044		Aaa			983,445		1,001,795
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM3, 5.32%, 12/15/2044		Baa3			1,060,000		1,091,518
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A33, 6.011%, 6/15/2045		Aaa			1,220,000		1,285,202
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A27, 4.393%, 11/15/2043		Aaa			1,350,000		1,471,072
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A43,7, 4.869%, 2/15/2044		Aaa			1,550,000		1,733,512
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $62,461,465)							60,409,421
FOREIGN GOVERNMENT BONDS - 3.9%
Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019		Baa2			1,300,000		1,638,000
Chile Government International Bond (Chile), 5.50%, 8/5/2020		Aa3		CLP	1,800,000,000		3,117,449
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016		A3		MYR	8,905,000		2,578,579
Mexican Government Bond (Mexico), 8.00%, 12/17/2015		A3		MXN	55,455,000		3,924,776
Mexican Government Bond (Mexico), 5.00%, 6/15/2017		A3		MXN	64,000,000		4,436,940
Mexican Government Bond (Mexico), 8.00%, 6/11/2020		A3		MXN	35,000,000		2,670,066
Mexican Government Bond (Mexico), 6.50%, 6/9/2022		A3		MXN	126,000,000		8,954,196
Russian Foreign Bond - Eurobond (Russia)7, 5.00%, 4/29/2020		Baa2			2,500,000		2,324,375
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $32,423,696)							29,644,381
MUNICIPAL BONDS - 0.9%
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2021		B1			3,625,000		3,232,630
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2022		B1			3,750,000		3,278,512
TOTAL MUNICIPAL BONDS
(Identified Cost $6,919,146)							6,511,142

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

19

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Investment Portfolio - December 31, 2014

	SHARES/ PRINCIPAL AMOUNT2		VALUE (NOTE 2)
MUTUAL FUNDS - 0.8%
Direxion Daily 20+ Year Treasury Bear 3x Shares ETF**		35,992	$	1,142,026
John Hancock Preferred Income Fund		10,500		214,305
ProShares Short 20+ Year Treasury ETF**		182,612		4,592,692
TOTAL MUTUAL FUNDS
(Identified Cost $7,183,703)				5,949,023
U.S. GOVERNMENT AGENCIES - 4.1%
Mortgage-Backed Securities - 4.1%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		1,076,824		1,180,349
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		90,704		99,164
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		105,275		115,284
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		740,559		813,236
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		132,875		145,200
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		1,286,742		1,413,393
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		79,515		87,411
Fannie Mae, Pool #AK4747, 3.50%, 3/1/2027		545,065		576,697
Fannie Mae, Pool #AT8059, 2.50%, 7/1/2028		1,325,311		1,352,153
Fannie Mae, Pool #AU1783, 2.50%, 8/1/2028		838,629		855,599
Fannie Mae, Pool #AS0945, 2.50%, 11/1/2028		1,006,553		1,026,909
Fannie Mae, Pool #MA0115, 4.50%, 7/1/2029		235,687		258,107
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		660,526		722,695
Fannie Mae, Pool #918516, 5.50%, 6/1/2037		405,326		453,430
Fannie Mae, Pool #933731, 5.50%, 4/1/2038		477,817		533,927
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		539,029		602,327
Fannie Mae, Pool #995876, 6.00%, 11/1/2038		1,388,070		1,574,341
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		548,392		612,789
Fannie Mae, Pool #AB4300, 3.50%, 1/1/2042		1,988,908		2,077,379
Fannie Mae, Pool #AQ7871, 3.50%, 12/1/2042		1,827,928		1,907,614
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		417,614		445,466
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		129,504		142,268
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		93,661		102,167
Freddie Mac, Pool #J19935, 2.50%, 8/1/2022		1,067,899		1,097,491
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		71,131		78,061
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		126,982		139,321
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		55,734		60,868
Freddie Mac, Pool #C91359, 4.50%, 2/1/2031		502,037		547,029
Freddie Mac, Pool #D98711, 4.50%, 7/1/2031		1,181,721		1,288,426
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		1,199,526		1,311,444
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		341,412		373,087
Freddie Mac, Pool #G07655, 5.50%, 12/1/2035		1,326,172		1,489,812
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		625,100		700,228
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		647,290		724,249
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		499,144		558,471
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		54,230		60,686

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

20

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Investment Portfolio - December 31, 2014

	PRINCIPAL AMOUNT 2 / SHARES		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		443,306	$	501,547
Freddie Mac, Pool #G07589, 5.50%, 6/1/2041		1,643,898		1,837,875
Freddie Mac, Pool #Q17513, 3.50%, 4/1/2043		1,996,307		2,078,304
Freddie Mac, Pool #C09068, 3.50%, 11/1/2044		1,447,309		1,506,480
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $30,777,876)				31,451,284
SHORT-TERM INVESTMENT - 3.4%
Dreyfus Cash Management, Inc. - Institutional Shares10, 0.03%,
(Identified Cost $26,230,216)		26,230,216		26,230,216
TOTAL INVESTMENTS - 99.3%
(Identified Cost $748,216,675)				754,132,144
OTHER ASSETS, LESS LIABILITIES - 0.7%				5,376,258
NET ASSETS - 100%			$	759,508,402

CLP - Chilean Peso

ETF - Exchange-Traded Fund

Impt. - Improvement

IO - Interest only

MXN - Mexican Peso

MYR - Malaysian Ringgit

*Less than 0.1%.

**Non-income producing security.

¹Credit ratings from Moody’s (unaudited).

²Amount is stated in USD unless otherwise noted.

³The coupon rate is floating and is the effective rate as of December 31, 2014.

⁴Credit rating has been withdrawn. As of December 31, 2014, there is no rating available (unaudited).

⁵This security is unsettled and the coupon rate has not yet been determined as of December 31, 2014.

⁶Credit ratings from S&P (unaudited).

⁷Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $154,600,504 or 20.4%, of the Series’ net assets as of December 31, 2014 (see Note 2 to the financial statements).

⁸Represents a Payment-In-Kind bond.

⁹The rate shown is a fixed rate as of December 31, 2014; the rate becomes floating, based on LIBOR plus a spread, at dates ranging from 2015 to 2022.

¹⁰Rate shown is the current yield as of December 31, 2014.

¹¹Security is perpetual in nature and has no stated maturity date.

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.

21

Core Plus Bond Series

Statement of Assets and Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $748,216,675) (Note 2)	$	754,132,144
Interest receivable		7,652,302
Receivable for fund shares sold		2,989,582
Dividends receivable		46,287
TOTAL ASSETS		764,820,315
LIABILITIES:
Accrued management fees (Note 3)		307,666
Accrued shareholder services fees (Class S) (Note 3)		153,634
Accrued fund accounting and administration fees (Note 3)		40,095
Accrued transfer agent fees (Note 3)		4,310
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		3,990,000
Payable for fund shares repurchased		746,962
Other payables and accrued expenses		68,839
TOTAL LIABILITIES		5,311,913
TOTAL NET ASSETS	$	759,508,402
NET ASSETS CONSIST OF:
Capital stock	$	729,382
Additional paid-in-capital		751,841,897
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		1,024,791
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		5,912,332
TOTAL NET ASSETS	$	759,508,402
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($680,719,443/64,664,811 shares)	$	10.53
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($78,788,959/8,273,421 shares)	$	9.52

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

22

Core Plus Bond Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Interest	$	27,820,557
Dividends (net of foreign taxes withheld, $5,520)		520,278
Total Investment Income		28,340,835
EXPENSES:
Management fees (Note 3)		3,259,056
Shareholder services fees (Class S) (Note 3)		1,689,181
Fund accounting and administration fees (Note 3)		155,822
Transfer agent fees (Note 3)		18,190
Directors’ fees (Note 3)		8,678
Chief Compliance Officer service fees (Note 3)		3,160
Custodian fees		46,540
Miscellaneous		120,255
Total Expenses		5,300,882
NET INVESTMENT INCOME		23,039,953
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-Investments		12,025,292
Foreign currency transactions and translation of other assets and liabilities		(23,828	)
		12,001,464
Net change in unrealized appreciation (depreciation) on-Investments		(13,552,715	)
Foreign currency and translation of other assets and liabilities		(2,248	)
		(13,554,963	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(1,553,499	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	21,486,454

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

23

Core Plus Bond Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	23,039,953		$	21,992,534
Net realized gain on investments and foreign currency		12,001,464			9,768,099
Net change in unrealized depreciation on investments and foreign currency		(13,554,963	)		(32,426,616	)
Net increase (decrease) from operations		21,486,454			(665,983	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(20,951,102	)		(21,928,376	)
From net investment income (Class I)		(2,159,679	)		(258,166	)
From net realized gain on investments (Class S)		(7,741,329	)		(14,602,709	)
From net realized gain on investments (Class I)		(979,791	)		(353,578	)
Total distributions to shareholders		(31,831,901	)		(37,142,829	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		96,977,718			79,603,385
Net increase in net assets		86,632,271			41,794,573
NET ASSETS:
Beginning of year		672,876,131			631,081,558
End of year (including undistributed net investment income of $0 and distributions in excess of net investment income of $5,045, respectively)	$	759,508,402		$	672,876,131

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

24

Core Plus Bond Series

Financial Highlights - Class S*

	FOR THE YEARS ENDED
	12/31/14			12/31/13			12/31/12			12/31/11			12/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.65		$	11.27		$	10.67		$	10.96		$	10.49
Income (loss) from investment operations:
Net investment income1		0.34			0.37			0.45			0.51			0.55
Net realized and unrealized gain (loss) on investments		(0.00	)2		(0.38	)		0.70			0.03			0.51
Total from investment operations		0.34			(0.01	)		1.15			0.54			1.06
Less distributions to shareholders:
From net investment income		(0.34	)		(0.37	)		(0.45	)		(0.51	)		(0.52	)
From net realized gain on investments		(0.12	)		(0.24	)		(0.10	)		(0.32	)		(0.07	)
Total distributions to shareholders		(0.46	)		(0.61	)		(0.55	)		(0.83	)		(0.59	)
Net asset value - End of year	$	10.53		$	10.65		$	11.27		$	10.67		$	10.96
Net assets - End of year (000’s omitted)	$	680,719		$	653,668		$	631,082		$	569,583		$	535,355
Total return3		3.18	%		(0.02	%)		10.94	%		4.91	%		10.18	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.75	%		0.75	%		0.75	%		0.75	%		0.76	%
Net investment income		3.16	%		3.35	%		4.01	%		4.56	%		4.92	%
Portfolio turnover		53	%		49	%		41	%		35	%		31	%
*Effective August 1, 2013, the shares of the Series have been designated as Class S. **The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			0.00	%4		N/A			N/A			0.00	%4

¹Calculated based on average shares outstanding during the years.

²Less than $(0.01).

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

⁴Less than 0.01%.

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

25

Core Plus Bond Series

Financial Highlights - Class I

	FOR THE YEAR ENDED  12/31/14			FOR THE PERIOD 8/1/131 TO 12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.68		$	10.00
Income (loss) from investment operations:
Net investment income2		0.34			0.15
Net realized and unrealized gain (loss) on investments		(0.02	)		0.00	3
Total from investment operations		0.32			0.15
Less distributions to shareholders:
From net investment income		(0.36	)		(0.23	)
From net realized gain on investments		(0.12	)		(0.24	)
Total distributions to shareholders		(0.48	)		(0.47	)
Net asset value - End of period	$	9.52		$	9.68
Net assets - End of period (000’s omitted)	$	78,789		$	19,209
Total return4		3.36	%		1.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.50	%		0.50	%5
Net investment income		3.42	%		3.55	%5
Portfolio turnover		53	%		49	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			0.00	%5,6

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01 per share.

⁴Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized.

⁵Annualized.

⁶Less than 0.01%.

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

26

Core Plus Bond Series

Notes to Financial Statements

1. Organization

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

The Series’ investment objective is to provide long-term total return by investing primarily in fixed income securities.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same except the Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 125 million have been designated as Core Plus Bond Series Class S common stock and 100 million have been designated as Core Plus Bond Series Class I 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.

Debt securities, including government bonds, foreign bonds, asset-backed securities, structured notes, supranational obligations, sovereign bonds, corporate bonds, loan assignments, and mortgage-backed securities will normally be valued on the basis of evaluated bid prices provided directly by an independent pricing service. The pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

The fair value of loan assignments is estimated using recently executed transactions, market price quotations, credit/market events, and cross-asset pricing. Inputs are generally observable market inputs obtained from independent sources. Loan assignments are generally categorized in Level 2 of the fair value hierarchy, unless key inputs are unobservable which would then be in Level 3.

Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service that utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings).

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.

27

Core Plus Bond Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

Volume and level of activity in established markets for an asset or liability are evaluated to determine whether recent transactions and quoted prices are determinative of fair value. Where there have been significant decreases in volume and level of activity, further analysis and adjustment may be necessary to estimate fair value. The Series 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.

The following is a summary of the valuation levels used for major security types as of December 31, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Preferred securities:
Financials	$	9,794,562	$	9,794,562	$	—	$	—
Debt securities:
Loan assignments		3,957,000		—		3,957,000		—
U.S. Treasury and other U.S. Government agencies		31,451,284		—		31,451,284		—
States and political subdivisions (municipals)		6,511,142		—		6,511,142		—
Corporate debt:
Consumer Discretionary		58,193,626		—		58,193,626		—
Consumer Staples		14,460,534		—		14,460,534		—
Energy		52,354,317		—		52,354,317		—
Financials		279,975,535		—		279,975,535		—
Health Care		20,206,294		—		20,206,294		—
Industrials		43,343,887		—		43,343,887		—
Information Technology		34,367,822		—		34,367,822		—
Materials		38,855,184		—		38,855,184		—
Telecommunication Services		19,164,658		—		19,164,658		—
Utilities		4,558,919		—		4,558,919		—
Convertible corporate debt:
Consumer Discretionary		3,261,375		—		3,261,375		—
Asset-backed securities		11,442,964		—		11,442,964		—
Commercial mortgage-backed securities		60,409,421		—		60,409,421		—

28

Core Plus Bond Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Foreign government bonds	$	29,644,381	$	—	$	29,644,381	$	—
Mutual funds		32,179,239		32,179,239		—		—
Total assets	$	754,132,144	$	41,973,801	$	712,158,343	$	—

There were no Level 3 securities held by the Series as of December 31, 2013 or December 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 December 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 shareholder services fees), and realized and unrealized gains and losses are prorated among the classes based on the relative net assets of each class. Class specific examples are directly charged to that class.

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.

Forward Foreign Currency Exchange Contracts

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

All forward foreign currency exchange contracts are adjusted daily by the exchange rate of the underlying currency and, for financial statement purposes, any gain or loss is recorded as unrealized gain or loss until a contract has been closed.

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

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks

29

Core Plus Bond Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Forward Foreign Currency Exchange Contracts (continued)

associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. The Series did not hold any forward foreign currency exchange contracts during the year ended December 31, 2014.

Securities Purchased on a When-Issued Basis or Forward Commitment

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on December 31, 2014.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series on December 31, 2014.

Restricted Securities

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

Illiquid Securities

A security may be considered illiquid if so deemed in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board. Securities that are illiquid are marked with the applicable footnote on the Investment Portfolio. No such investments were held by the Series on December 31, 2014.

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 December 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 December 31, 2011 through December 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.

30

Core Plus Bond Series

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 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.

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

The Advisor has contractually agreed, until at least April 30, 2016, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee, at no more than 0.50% of average daily net assets each year. The Advisor did not waive any fees for the year ended December 31, 2014. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

31

Core Plus Bond Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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 December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $417,042,090 and $337,527,601, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $48,875,425 and $32,614,579, respectively.

5. Capital Stock Transactions

Transactions in shares of Class S and Class I of Core Plus Bond Series were:

CLASS S:	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		9,467,982		$	102,470,115			8,695,764		$	96,976,503
Reinvested		2,604,702			27,789,942			3,288,151			35,520,781
Repurchased		(8,805,748	)		(95,274,990	)		(6,571,916	)		(72,512,697	)
Total		3,266,936		$	34,985,067			5,411,999		$	59,984,587

CLASS I:	FOR THE YEAR ENDED 12/31/14						FOR THE PERIOD 8/1/13 (COMMENCEMENT OF OPERATIONS) TO 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		6,679,760		$	65,876,921			2,073,386		$	20,502,845
Reinvested		205,053			1,971,555			23,034			223,208
Repurchased		(596,521	)		(5,855,825	)		(111,291	)		(1,107,255	)
Total		6,288,292		$	61,992,651			1,985,129		$	19,618,798

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

32

Core Plus Bond Series

Notes to Financial Statements (continued)

6. Financial Instruments and Loan Assignments

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 December 31, 2014.

The Series may invest in a loan assignment of all or a portion of the loans. The Series has direct rights against the borrower on a loan when it purchases an assignment; however, the Series’ rights may be more limited than the lender from which it acquired the assignment and the Series may be able to enforce its rights only through an administrative agent. Loan assignments are vulnerable to market conditions and may become illiquid due to economic conditions or other events may reduce the demand for loan assignments and certain loan assignments which were illiquid, when purchased may become illiquid. Loan assignment investments held by the Series as of December 31, 2014 are disclosed in the Investment Portfolio.

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 and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, and redesignation of distributions 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 year ended December 31, 2014, $75,873 was reclassified within the capital accounts from Accumulated Net Realized Gain on Investments to Undistributed Net Investment Income. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions were as follows:

	FOR THE YEAR ENDED  12/31/14		FOR THE YEAR ENDED 12/31/13
Ordinary income	$	23,011,079	$	22,144,885
Long-term capital gains		8,820,822		14,997,944

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

Cost for federal income tax purposes	$	748,216,675
Unrealized appreciation		20,019,240
Unrealized depreciation		(14,103,771	)
Net unrealized appreciation	$	5,915,469
Undistributed long-term capital gains	$	1,024,791

33

Core Plus Bond Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Core Plus Bond 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 Core Plus Bond Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 December 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

34

Core Plus Bond 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 $346,710 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

The Series designates $10,337,894 as Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

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 1.51%, or if different, the maximum allowable under tax law.

35

Core Plus Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the Advisor is incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

36

Core Plus Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

37

Core Plus Bond 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:	69
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. (2000-2014) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) GMP Companies (2000-2011) Cytos Biotechnology Ltd. (2012-2014)

38

Core Plus Bond 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:	80
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:	28
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

39

Core Plus Bond 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:	47
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.

40

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41

Core Plus Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 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.

MNCPB-12/14-AR

High Yield Bond 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. 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. 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

High Yield Bond Series

Fund Commentary

(unaudited)

Investment Objective

To provide a high level of long-term total return, which is a combination of income and capital appreciation. Under normal circumstances, the Series will invest at least 80% of its assets in bonds that are rated below investment grade (junk bonds) and those securities, principally Exchange-Traded Funds, that are designed to track the performance of non-investment grade securities.

Performance Commentary

Domestic fixed income markets did well during 2014, and most sectors provided positive absolute returns. Municipal bonds and longer-term Treasury securities were the standout performers. Contrary to consensus expectations at the beginning of the year, the yields of bonds with longer-term maturities moved lower during 2014. The 10-year U.S. Treasury yield descended from 3% at the end of 2013 to 2.2% as of December 31, 2014. From a credit quality perspective, investment-grade securities generally outperformed high yield bonds. While high yield market performance was strong and competitive with other fixed income sectors through the first and second quarters, a steep decline in global oil prices during the year’s second half weighed heavily upon high yield securities. Bonds issued by businesses that operate in the Energy sector are a major component of the high yield bond market.

During the year, the Bank of America Merrill Lynch U.S. High Yield, Cash Pay, BB-B Rated Index returned 3.46%. The High Yield Series Class S also experienced positive absolute returns for the year, returning 2.04%, but trailed the benchmark on a relative basis.

Contributing to the relative performance shortfall during 2014 was the Series’ concentration in shorter duration securities relative to the benchmark. The downward shift on the long end of the Treasury yield curve during the year led to strong performance in longer maturity securities, where the Series’ exposure is limited due to the Advisor’s view of an unattractive upside relative to the risks of rising yields. The relative performance impact of sector selection was largely muted, whereas security selection modestly detracted from relative returns, particularly during the fourth quarter given the weakness in certain energy-related investments. Regarding credit quality, the Series’ overweight to lower rated bonds relative to the benchmark was also a headwind to relative performance.

We believe divergent economic growth across global economies increases the likelihood that monetary policy among major central banks may diverge as well in 2015. This, along with geopolitical risks such as ongoing regional conflicts and European politics, may lead to bouts of volatility in financial markets. In light of the current environment, it is important that investors remain active, flexible, and selective in their approach in an attempt to avoid overvalued and risky areas of the market, something Manning & Napier has done for over 40 years.

Please see the next page for additional performance information as of December 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.

Performance for the High Yield Bond Series Cass S shares is provided above. Performance for the High Yield Bond Series Class I shares may be higher or lower based on the Class’ underlying expenses.

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. Duration is defined as the average time it takes to collect a bond’s interest and principal repayment. It is a measure of the sensitivity of the price (the value of principal) of a fixed income investment to a change in interest rates.

2

High Yield Bond Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - High Yield Bond Series - Class S3		2.04	%		8.32	%		8.80	%
Manning & Napier Fund, Inc. - High Yield Bond Series - Class I3,4		2.33	%		8.44	%		8.92	%
Bank of America (BofA) Merrill Lynch U.S. High Yield Cash Pay BB-B Rated Index5		3.46	%		8.78	%		9.75	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - High Yield Bond Series Class S from its inception (9/14/09) to present (12/31/14) to the BofA Merrill Lynch U.S. High Yield Cash Pay BB-B Rated 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 September 14, 2009, 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 December 31, 2014, this net expense ratio was 1.11% for Class S and 0.86% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.11% for Class S and 0.86% for Class I for the year ended December 31, 2014.

⁴For periods prior to the inception of Class I on August 1, 2012, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. High Yield Bond Series Class S.

⁵The unmanaged Bank of America (BofA) Merrill Lynch U.S. High Yield Cash Pay BB-B Rated Index is a market value-weighted measure of BB and B rated corporate bonds with maturities of at least one year. The Index returns assume reinvestment of coupons and do not reflect any fees or expenses. Index returns provided by Bloomberg.

3

High Yield Bond 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 (July 1, 2014 to December 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 this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                  7/1/14	ENDING  ACCOUNT VALUE                   12/31/14	EXPENSES PAID  DURING PERIOD*               7/1/14-12/31/14	ANNUALIZED  EXPENSE              RATIO
Class S
Actual	$1,000.00	$   968.30	$5.56	1.12%
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.56	$5.70	1.12%
Class I
Actual	$1,000.00	$   969.30	$4.32	0.87%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.82	$4.43	0.87%

*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.

4

High Yield Bond Series

Portfolio Composition as of December 31, 2014

(unaudited)

5

High Yield Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT		VALUE   (NOTE 2)
LOAN ASSIGNMENTS - 7.6%
Alere, Inc., Term B2, 4.25%, 6/30/2017		WR3		$	3,989,703	$	3,944,819
CPI International, Inc., 1st Lien Term Loan B4, 11/17/2017		Ba3			3,000,000		2,943,750
Crown Castle Operating Co., 1st Lien Term Loan B22, 3.00%, 1/31/2021		Ba2			3,959,992		3,890,692
NRG Energy, Inc. Term B2, 2.75%, 7/1/2018		Baa3			3,964,697		3,880,963
Valeant Pharmaceuticals International, Inc., Term Loan D24, 2/13/2019		Ba1			4,000,000		3,959,000
TOTAL LOAN ASSIGNMENTS (Identified Cost $18,874,901)							18,619,224
CORPORATE BONDS - 87.6%
Non-Convertible Corporate Bonds - 87.6%
Consumer Discretionary - 10.3%
Auto Components - 2.9%
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 3.50%, 3/15/2017		Ba3			3,485,000		3,485,000
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.875%, 2/1/2022		Ba3			3,615,000		3,630,816
							7,115,816
Household Durables - 2.3%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)5, 6.125%, 7/1/2022		B2			2,545,000		2,646,800
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		B2			2,955,000		2,807,250
							5,454,050
Media - 5.0%
Cogeco Cable, Inc. (Canada)5, 4.875%, 5/1/2020		BB	6		3,830,000		3,830,000
Columbus International, Inc. (Barbados)5, 7.375%, 3/30/2021		B2			3,440,000		3,577,600
Gannett Co., Inc.5, 4.875%, 9/15/2021		Ba1			2,400,000		2,382,000
Sirius XM Radio, Inc.5, 4.25%, 5/15/2020		B1			2,515,000		2,477,275
							12,266,875
Specialty Retail - 0.1%
Sonic Automotive, Inc., 5.00%, 5/15/2023		B2			250,000		242,500
Total Consumer Discretionary							25,079,241
Consumer Staples - 9.7%
Beverages - 1.0%
DS Services of America, Inc.5, 10.00%, 9/1/2021		Ba3			2,115,000		2,442,825
Food & Staples Retailing - 3.6%
C&S Group Enterprises LLC5, 5.375%, 7/15/2022		B1			3,720,000		3,692,100
KeHE Distributors LLC - KeHE Finance Corp.5, 7.625%, 8/15/2021		B3			2,305,000		2,449,063
Shearer’s Foods LLC - Chip Finance Corp.5, 9.00%, 11/1/2019		B1			2,390,000		2,605,100
							8,746,263

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

6

High Yield Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT			VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products - 1.4%
Pinnacle Operating Corp.5, 9.00%, 11/15/2020		Caa1	$	3,435,000		$	3,538,050
Household Products - 2.5%
Harbinger Group, Inc., 7.875%, 7/15/2019		Ba3		2,885,000			3,072,525
Harbinger Group, Inc., 7.75%, 1/15/2022		Caa1		3,100,000			3,131,000
					��
							6,203,525
Tobacco - 1.2%
Vector Group Ltd., 7.75%, 2/15/2021		Ba3		2,755,000			2,899,637
Total Consumer Staples							23,830,300
Energy - 10.5%
Energy Equipment & Services - 5.0%
Calfrac Holdings LP (Canada)5, 7.50%, 12/1/2020		B1		3,385,000			2,860,325
Parker Drilling Co., 6.75%, 7/15/2022		B1		4,285,000			3,213,750
Seventy Seven Operating LLC, 6.625%, 11/15/2019		Ba3		2,395,000			1,820,200
Shelf Drilling Holdings Ltd. (United Arab Emirates)5, 8.625%, 11/1/2018		Ba3		3,440,000			2,820,800
US Shale Solutions, Inc.5, 12.50%, 9/1/2017		B3		1,895,000			1,421,250
							12,136,325
Oil, Gas & Consumable Fuels - 5.5%
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021		B3		2,445,000			1,320,300
FTS International, Inc.5, 6.25%, 5/1/2022		B2		2,470,000			1,803,100
Ithaca Energy, Inc. (United Kingdom)5, 8.125%, 7/1/2019		Caa1		2,325,000			1,755,375
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		Ba3		4,615,000			4,638,075
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		Ba3		4,155,000			4,082,287
							13,599,137
Total Energy							25,735,462
Financials - 18.7%
Banks - 2.5%
Popular, Inc., 7.00%, 7/1/2019		B2		3,570,000			3,570,000
SunTrust Banks, Inc.2,9, 5.625%		Ba1		2,435,000			2,447,175
							6,017,175
Capital Markets - 1.5%
Drawbridge Special Opportunities Fund LP - Drawbridge Special Opportunities Finance5, 5.00%, 8/1/2021		BBB6		3,725,000			3,720,344
Consumer Finance - 2.8%
CNG Holdings, Inc.5, 9.375%, 5/15/2020		Caa1		3,150,000			2,079,000
Navient Corp., 6.125%, 3/25/2024		Ba3		4,900,000			4,814,250
							6,893,250
Diversified Financial Services - 2.0%
Jefferies Finance LLC - JFIN Co-Issuer Corp.5, 7.375%, 4/1/2020		B1		2,970,000			2,762,100

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

7

High Yield Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT		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		B1	$	2,400,000	$	2,196,000
						4,958,100
Real Estate Investment Trusts (REITS) - 4.9%
Corrections Corp. of America, 4.125%, 4/1/2020		Ba1		2,520,000		2,450,700
DuPont Fabros Technology LP, 5.875%, 9/15/2021		Ba1		3,525,000		3,591,094
Qualitytech LP - QTS Finance Corp.5, 5.875%, 8/1/2022		B2		2,437,000		2,449,185
Rialto Holdings LLC - Rialto Corp.5, 7.00%, 12/1/2018		B2		3,485,000		3,537,275
						12,028,254
Real Estate Management & Development - 2.0%
Forestar USA Real Estate Group, Inc.5, 8.50%, 6/1/2022		B2		2,350,000		2,291,250
Greystar Real Estate Partners LLC5, 8.25%, 12/1/2022		B2		2,500,000		2,543,750
						4,835,000
Thrifts & Mortgage Finance - 3.0%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		Ba3		3,125,000		3,218,750
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.5, 5.875%, 8/1/2021		Ba3		2,065,000		1,961,750
Prospect Holding Co. LLC - Prospect Holding Finance Co.5, 10.25%, 10/1/2018		B2		2,470,000		2,037,750
						7,218,250
						��
Total Financials						45,670,373
Health Care - 3.3%
Health Care Equipment & Supplies - 1.0%
Halyard Health, Inc.5, 6.25%, 10/15/2022		B2		2,380,000		2,415,700
Health Care Providers & Services - 2.3%
Fresenius Medical Care US Finance, Inc. (Germany)5, 6.50%, 9/15/2018		Ba2		2,485,000		2,745,925
Fresenius US Finance II, Inc. (Germany)5, 9.00%, 7/15/2015		Ba1		2,925,000		3,012,750
						5,758,675
Total Health Care						8,174,375
Industrials - 16.5%
Aerospace & Defense - 1.5%
DigitalGlobe, Inc.5, 5.25%, 2/1/2021		B1		3,779,000		3,590,050
Air Freight & Logistics - 1.0%
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.5,7, 10.00%, 2/15/2018		Caa2		2,485,000		2,522,275
Airlines - 5.2%
Allegiant Travel Co., 5.50%, 7/15/2019		B1		3,645,000		3,708,787

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

8

High Yield Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B5, 6.375%, 1/2/2016		Ba1		$	2,290,000	$	2,381,600
Gol LuxCo S.A. (Brazil)5, 8.875%, 1/24/2022		B	6		3,710,000		3,487,400
United Continental Holdings, Inc., 6.375%, 6/1/2018		B3			2,880,000		3,045,600
							12,623,387
Commercial Services & Supplies - 1.2%
Modular Space Corp.5, 10.25%, 1/31/2019		B3			3,560,000		3,079,400
Construction & Engineering - 1.0%
Abengoa Finance S.A.U. (Spain)5, 7.75%, 2/1/2020		B2			2,720,000		2,400,400
Machinery - 3.7%
CNH Industrial Capital LLC, 6.25%, 11/1/2016		Ba1			2,885,000		3,022,037
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.5, 8.875%, 8/1/2020		B2			2,760,000		2,925,600
Waterjet Holdings, Inc.5, 7.625%, 2/1/2020		B2			2,925,000		3,012,750
							8,960,387
Trading Companies & Distributors - 2.9%
Aircastle Ltd., 4.625%, 12/15/2018		Ba3			3,050,000		3,065,250
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		B2			3,485,000		3,519,850
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		B2			500,000		492,500
							7,077,600
Total Industrials							40,253,499
Materials - 7.6%
Chemicals - 1.5%
Consolidated Energy Finance S.A. (Trinidad-Tobago)5, 6.75%, 10/15/2019		B2			3,610,000		3,528,775
Containers & Packaging - 1.4%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)2,5, 3.241%, 12/15/2019		Ba3			3,645,000		3,517,425
Metals & Mining - 4.7%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		Ba1			2,515,000		3,036,863
Essar Steel Algoma, Inc. (Canada)5, 9.50%, 11/15/2019		Ba3			2,000,000		2,015,000
Lundin Mining Corp. (Canada)5, 7.875%, 11/1/2022		Ba2			3,425,000		3,425,000
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.5, 7.375%, 2/1/2020		B1			2,890,000		3,001,987
							11,478,850
Total Materials							18,525,050

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

9

High Yield Bond Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT/ SHARES		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Telecommunication Services - 6.1%
Diversified Telecommunication Services - 3.1%
Frontier Communications Corp., 9.25%, 7/1/2021		Ba3		$	1,000,000	$	1,155,000
Inmarsat Finance plc (United Kingdom)5, 4.875%, 5/15/2022		Ba2			3,720,000		3,682,800
Windstream Corp., 7.875%, 11/1/2017		B1			2,525,000		2,733,313
							7,571,113
Wireless Telecommunication Services - 3.0%
Altice Financing S.A. (Luxembourg)5, 6.50%, 1/15/2022		B1			4,960,000		4,848,400
Sixsigma Networks Mexico S.A. de C.V. (Mexico)5, 8.25%, 11/7/2021		B1			2,435,000		2,470,307
							7,318,707
Total Telecommunication Services							14,889,820
Utilities - 4.9%
Electric Utilities - 1.0%
Abengoa Yield plc (Spain)5, 7.00%, 11/15/2019		WR	3		2,430,000		2,393,550
Independent Power and Renewable Electricity Producers - 3.9%
ContourGlobal Power Holdings S.A. (France)5, 7.125%, 6/1/2019		B3			3,560,000		3,560,000
NRG Energy, Inc., 6.25%, 7/15/2022		B1			2,400,000		2,454,000
RJS Power Holdings LLC5, 5.125%, 7/15/2019		B1			3,610,000		3,564,875
							9,578,875
Total Utilities							11,972,425
Total Non-Convertible Corporate Bonds
(Identified Cost $222,227,801)							214,130,545
MUTUAL FUNDS - 1.0%
BlackRock Corporate High Yield Fund, Inc.					103,000		1,174,200
BlackRock Debt Strategies Fund, Inc.					312,400		1,162,128
TOTAL MUTUAL FUNDS
(Identified Cost $2,327,591)							2,336,328
SHORT-TERM INVESTMENT - 4.8%
Dreyfus Cash Management, Inc. - Institutional Shares8, 0.03%,
(Identified Cost $11,792,674)					11,792,674		11,792,674
TOTAL INVESTMENTS - 101.0%
(Identified Cost $255,222,967)							246,878,771
LIABILITIES, LESS OTHER ASSETS - (1.0%)							(2,521,003	)
NET ASSETS - 100%						$	244,357,768

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

10

High Yield Bond Series

Investment Portfolio - December 31, 2014

¹Credit ratings from Moody’s (unaudited).

²The coupon rate is floating and is the effective rate as of December 31, 2014.

³Credit rating has been withdrawn. As of December 31, 2014, there is no rating available (unaudited).

⁴This security is unsettled and the coupon rate has not yet been determined as of December 31, 2014.

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 under guidelines established by the Board of Directors. These securities amount to $133,462,036 or 54.6% of the Series’ net assets as of December 31, 2014 (see Note 2 to the financial statements).

⁶Credit ratings from S&P (unaudited).

⁷Represents a Payment-In-Kind bond.

⁸Rate shown is the current yield as of December 31, 2014.

⁹Security is perpetual in nature and has no stated maturity date.

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.

11

High Yield Bond Series

Statement of Assets and Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $255,222,967) (Note 2)	$	246,878,771
Cash		87
Interest receivable		4,465,930
Receivable for fund shares sold		436,486
Receivable for securities sold		30,385
Dividends receivable		25,928
Prepaid and other expenses		101
TOTAL ASSETS		251,837,688
LIABILITIES:
Accrued management fees (Note 3)		163,795
Accrued shareholder services fees (Class S) (Note 3)		45,356
Accrued fund accounting and administration fees (Note 3)		16,574
Accrued transfer agent fees (Note 3)		4,297
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		6,971,250
Payable for fund shares repurchased		228,410
Other payables and accrued expenses		49,831
TOTAL LIABILITIES		7,479,920
TOTAL NET ASSETS	$	244,357,768
NET ASSETS CONSIST OF:
Capital stock	$	248,239
Additional paid-in-capital		252,731,409
Undistributed net investment income		149,165
Accumulated net realized loss on investments		(426,849	)
Net unrealized depreciation on investments		(8,344,196	)
TOTAL NET ASSETS	$	244,357,768
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($202,772,067/20,190,208 shares)	$	10.04
	��
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($41,585,701/4,633,666 shares)	$	8.97

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

12

High Yield Bond Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Interest	$	13,977,288
Other		267,557
Dividends		72,494
Total Investment Income		14,317,339
EXPENSES:
Management fees (Note 3)		1,822,412
Shareholder services fees (Class S) (Note 3)		511,687
Fund accounting and administration fees (Note 3)		67,770
Transfer agent fees (Note 3)		18,027
Directors’ fees (Note 3)		4,401
Chief Compliance Officer service fees (Note 3)		3,160
Custodian fees		11,128
Miscellaneous		160,207
Total Expenses		2,598,792
NET INVESTMENT INCOME		11,718,547
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments		5,867,932
Net change in unrealized appreciation (depreciation) on investments		(12,738,672	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		(6,870,740	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,847,807

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

13

High Yield Bond Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	11,718,547		$	10,408,713
Net realized gain on investments		5,867,932			6,335,942
Net change in unrealized appreciation (depreciation) on investments		(12,738,672	)		(2,438,060	)
Net increase from operations		4,847,807			14,306,595
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(9,427,102	)		(9,215,819	)
From net investment income (Class I)		(2,140,735	)		(1,197,453	)
From net realized gain on investments (Class S)		(6,037,874	)		(5,772,445	)
From net realized gain on investments (Class I)		(1,355,223	)		(773,068	)
Total distributions to shareholders		(18,960,934	)		(16,958,785	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		42,249,663			25,684,287
Net increase in net assets		28,136,536			23,032,097
NET ASSETS:
Beginning of year		216,221,232			193,189,135
End of year (including undistributed net investment income of $ 149,165 and $0, respectively)	$	244,357,768		$	216,221,232

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

14

High Yield Bond Series

Financial Highlights - Class S*

	FOR THE YEARS ENDED
	12/31/14			12/31/13			12/31/12			12/31/11			12/31/10
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.64		$	10.75		$	10.30		$	10.74		$	10.37
Income from investment operations:
Net investment income1		0.52			0.54			0.63			0.69			0.75
Net realized and unrealized gain (loss) on investments		(0.30	)		0.21			0.83			(0.17	)		0.66
Total from investment operations		0.22			0.75			1.46			0.52			1.41
Less distributions to shareholders:
From net investment income		(0.50	)		(0.53	)		(0.64	)		(0.67	)		(0.75	)
From net realized gain on investments		(0.32	)		(0.33	)		(0.37	)		(0.29	)		(0.29	)
Total distributions to shareholders		(0.82	)		(0.86	)		(1.01	)		(0.96	)		(1.04	)
Net asset value - End of year	$	10.04		$	10.64		$	10.75		$	10.30		$	10.74
Net assets - End of year (000’s omitted)	$	202,772		$	191,922		$	179,187		$	175,350		$	158,181
Total return2		2.04	%		7.17	%		14.46	%		4.87	%		13.59	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.11	%		1.12	%		1.10	%		1.12	%		1.14	%
Net investment income		4.78	%		4.99	%		5.83	%		6.26	%		6.79	%
Portfolio turnover		104	%		93	%		91	%		63	%		54	%
*Effective August 1, 2012, the shares of the Series have been designated as Class S. **For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			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.

15

High Yield Bond Series

Financial Highlights - Class I

	FOR THE YEARS ENDED						FOR THE PERIOD 8/1/121 TO 12/31/12
	12/31/14			12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.59		$	9.78		$	10.00
Income (loss) from investment operations:
Net investment income2		0.49			0.52			0.25
Net realized and unrealized gain (loss) on investments		(0.26	)		0.18			0.30
Total from investment operations		0.23			0.70			0.55
Less distributions to shareholders:
From net investment income		(0.53	)		(0.56	)		(0.40	)
From net realized gain on investments		(0.32	)		(0.33	)		(0.37	)
Total distributions to shareholders		(0.85	)		(0.89	)		(0.77	)
Net asset value - End of period	$	8.97		$	9.59		$	9.78
Net assets - End of period (000’s omitted)	$	41,586		$	24,299		$	14,002
Total return3		2.33	%		7.35	%		5.59	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.86	%		0.87	%		0.87	%4
Net investment income		5.05	%		5.24	%		5.90	%4
Portfolio turnover		104	%		93	%		91	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Periods less than one year are not annualized. 4Annualized.

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

16

High Yield Bond Series

Notes to Financial Statements

1. Organization

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

The Series’ investment objective is to provide a high level of long-term total return by investing principally in non-investment grade fixed income securities that are issued by government and corporate entities.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The series is authorized to issue two classes of shares (Class S & Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 125 million have been designated as High Yield Bond Series Class S common stock and 100 million have been designated as High Yield Bond Series Class I 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.

Debt securities, including government bonds, foreign bonds, asset-backed securities, structured notes, supranational obligations, sovereign bonds, corporate bonds, loan assignments, and mortgage-backed securities will normally be valued on the basis of evaluated bid prices provided directly by an independent pricing service. The pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

The fair value of loan assignments is estimated using recently executed transactions, market price quotations, credit/market events, and cross-asset pricing. Inputs are generally observable market inputs obtained from independent sources. Loan assignments are generally categorized in Level 2 of the fair value hierarchy, unless key inputs are unobservable which would then be in Level 3.

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

17

High Yield Bond Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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.

The following is a summary of the valuation levels used for major security types as of December 31, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2			LEVEL 3
Assets:
Debt securities:
Loan assignments	$	18,619,224	$	—	$	18,619,224		$	—
Corporate debt:
Consumer Discretionary		25,079,241		—		25,079,241			—
Consumer Staples		23,830,300		—		23,830,300			—
Energy		25,735,462		—		25,735,462			—
Financials		45,670,373		—		45,670,373			—
Health Care		8,174,375		—		8,174,375			—
Industrials		40,253,499		—		40,253,499	��		—
Materials		18,525,050		—		18,525,050			—
Telecommunication Services		14,889,820		—		14,889,820			—
Utilities		11,972,425		—		11,972,425			—
Mutual funds		14,129,002		14,129,002		—			—
Total assets	$	246,878,771	$	14,129,002	$	232,749,769		$	—

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

18

High Yield Bond Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Interest income, including amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

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 shareholder services fees), 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 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.

Securities Purchased on a When-Issued Basis or Forward Commitment

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on December 31, 2014.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series on December 31, 2014.

Restricted Securities

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

19

High Yield Bond Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Illiquid Securities

A security may be considered illiquid if so deemed in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board. Securities that are illiquid are marked with the applicable footnote on the Investment Portfolio. No such investments were held by the Series on December 31, 2014.

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 December 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 December 31, 2011 through December 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.

3. Transactions with Affiliates

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

20

High Yield Bond 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 Class S shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 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 each share class’ shareholder services fee, at no more than 0.95% of average daily net assets. The Advisor did not waive any fees for the year ended December 31, 2014. 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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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 December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $273,712,276 and $241,423,149, respectively. There were no purchases or sales of U.S. Government securities.

21

High Yield Bond Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions

Transactions in shares of Class S and Class I shares of High Yield Bond Series were:

CLASS S	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,953,447		$	42,414,464			3,157,224		$	34,362,165
Reinvested		1,452,659			14,913,394			1,354,596			14,473,811
Repurchased		(3,259,439	)		(35,201,730	)		(3,132,464	)		(34,027,943	)
Total		2,146,667		$	22,126,128			1,379,356		$	14,808,033
CLASS I	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,472,698		$	23,897,041			1,095,354		$	10,833,464
Reinvested		360,518			3,313,848			194,706			1,879,227
Repurchased		(732,438	)		(7,087,354	)		(188,659	)		(1,836,437	)
Total		2,100,778		$	20,123,535			1,101,401		$	10,876,254

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

6. Financial Instruments and Loan Assignments

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 December 31, 2014.

The Series may invest in a loan assignment of all or a portion of the loans. The Series has direct rights against the borrower on a loan when it purchases an assignment; however, the Series’ rights may be more limited than the lender from which it acquired the assignment and the Series may be able to enforce its rights only through an administrative agent. Loan assignments are vulnerable to market conditions and may become illiquid due to economic conditions or other events may reduce the demand for loan assignments and certain loan assignments which were illiquid, when purchased may become illiquid. Loan assignment investments held by the Series as of December 31, 2014 are disclosed in the Investment Portfolio.

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

22

High Yield Bond Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

the timing and/or treatment of the recognition of net investment income or gains and losses, including losses deferred due to wash sales and qualified late-year 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 year ended December 31, 2014, amounts were reclassified within the capital accounts to decrease Undistributed Net Investment Income by $1,545 and increase Accumulated Net Realized Loss on Investments by $1,545. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 12/31/14		FOR THE YEAR ENDED 12/31/13
Ordinary income	$	15,057,497	$	13,029,453
Long-term capital gains		3,903,437		3,929,332

At December 31, 2014, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:

Cost for federal income tax purposes	$	255,446,236
Unrealized appreciation		1,910,049
Unrealized depreciation		(10,477,514	)
Net unrealized depreciation	$	(8,567,465	)
Undistributed ordinary income	$	149,165
Qualified late-year losses1	$	203,580

¹Late-year ordinary losses and net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Series’ next taxable year. For the year ended December 31, 2014, the Series deferred to January 1, 2015 late year short-term ordinary losses of $119,272 and long-term ordinary losses of $84,308.

23

High Yield Bond Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of High Yield Bond 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 High Yield Bond Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 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 December 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

24

High Yield Bond 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.

The Series designates $3,439,678 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

25

High Yield Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the Advisor is incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

26

High Yield Bond Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

27

High Yield Bond 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:	69
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. (2000-2014)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	GMP Companies (2000-2011)
	Cytos Biotechnology Ltd. (2012-2014)

28

High Yield Bond 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:	80
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:	28
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

29

High Yield Bond 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:	47
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.

30

High Yield Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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.

MNHYB-12/14-AR

Inflation Focus 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 and evidence of disinflation. Meanwhile, the U.S. economy slowed as it meandered through a very harsh winter, but recovered quickly during the spring and summer months. 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 alongside generally muted inflationary pressures.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

1

Inflation Focus Equity Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term growth and inflation protection primarily through investment in equity securities that are expected to benefit from an inflationary environment. The Series invests primarily in common stocks of U.S. and foreign issuers, including those in emerging markets. The Series may also invest in fixed income securities of any type.

Performance Commentary

Global equity market performance was mixed during 2014. The MSCI ACWI Index (ACWI) experienced positive absolute returns of 4.16%. The Inflation Focus Equity Series was weaker on an absolute basis, returning -2.53%, and underperformed the benchmark.

The Series’ underperformance relative to the ACWI during the year was driven by sector allocation. The aggregate impact of stock selection was largely muted. Regarding major detractors from relative performance, the Series’ overweight allocations to Energy and Materials compared to the benchmark, as well as an underweight to Health Care, challenged relative returns. Respectively, Energy and Materials were the two weakest areas within the benchmark during 2014. Stock selection in Information Technology also detracted from portfolio performance relative to the benchmark. From a country positioning and selection perspective, stock selection in the United States, Canada, and the United Kingdom challenged relative returns.

Offsetting a portion of the relative performance headwind experienced by the Series during 2014 were positive contributions to relative returns from stock selection in Materials, Consumer Discretionary, and Financials. The Series’ lack of exposure to Telecommunication Services also aided relative performance. At a country level, the Series’ overweight to the United States and underweight to France contributed positively, as did stock selection in Germany and Brazil.

Portfolio positioning results from a top-down thematic analysis meant to identify and understand where pockets on inflation may exist, and to apply traditional bottom-up analysis of industry and company level fundamentals to find the beneficiaries of inflationary pressures. We believe companies that are well-positioned in industries where there are bottlenecks and tight supply conditions stand to benefit when inflationary pressures arise. Importantly, given the generally slow economic growth environment and lingering signs of slack in labor markets across the global economy today, current conditions are less about traditional broad-based inflation and more about identifying pockets of inflation. As of year-end, the following represents our current inflationary themes listed in order of allocation from largest to smallest: Energy, Food, Bottleneck Profiles, Metals & Mining, Automation, Real Estate, Transportation, and Water.

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 can 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 and potentially give rise to inflationary pressures in certain economies. 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 companies that we believe can do well whether inflation is broad-based or isolated in pockets. 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 December 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, small-cap/mid-cap risk, and interest rate risk. The Series may invest up to 100% of its portfolio in foreign securities. 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. The Series may invest up to 20% of its portfolio in bonds. 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.

2

Inflation Focus Equity Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			TOTAL RETURN SINCE INCEPTION2
Manning & Napier Fund, Inc. - Inflation Focus Equity Series3		-2.53	%		7.37	%
MSCI ACWI Index4		4.16	%		13.03	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Inflation Focus Equity Series from its inception² (August 23, 2011) to present (December 31, 2014) to the MSCI ACWI 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 August 23, 2011, the Series’ 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 December 31, 2014, this net expense ratio was 1.16%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.16% for the year ended December 31, 2014.

⁴ The MSCI ACWI Index is a free float-adjusted market capitalization index that is designed to measure global developed and emerging market equity performance and consists of 44 developed and emerging market country indices. The Index returns do not reflect any fees or expenses. 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.

3

Inflation Focus 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 (July 1, 2014 to December 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                   7/1/14	ENDING  ACCOUNT VALUE                    12/31/14	EXPENSES PAID  DURING  PERIOD*              7/1/14-12/31/14
Actual	$1,000.00	$919.40	$5.56
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.41	$5.85

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.15%, 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 ratio stated in the financial highlights, which is based on one-year data.

4

Inflation Focus Equity Series

Portfolio Composition as of December 31, 2014

(unaudited)

Top Ten Stock Holdings2
Monsanto Co.	2.7%	Pentair plc (United Kingdom)	2.4%
MasterCard, Inc. - Class A	2.7%	Stillwater Mining Co.	2.3%
Pall Corp.	2.7%	Twenty-First Century Fox, Inc. - Class A	2.2%
Visa, Inc. - Class A	2.6%	Fastenal Co.	2.1%
Xylem, Inc.	2.5%	Ingredion, Inc.	2.1%
2As a percentage of total investments.

5

Inflation Focus Equity Series

Investment Portfolio - December 31, 2014

	SHARES			VALUE   (NOTE 2)
COMMON STOCKS - 94.4%
Consumer Discretionary - 4.8%
Hotels, Restaurants & Leisure - 1.1%
Whistler Blackcomb Holdings, Inc. (Canada)		57,270		$	1,011,517
Media - 3.7%
Sinclair Broadcast Group, Inc. - Class A		34,970			956,779
Tribune Media Co. - Class A*		8,250			493,103
Twenty-First Century Fox, Inc. - Class A		57,210			2,197,150
					3,647,032
Total Consumer Discretionary					4,658,549
Consumer Staples - 4.2%
Beverages - 2.0%
Anheuser-Busch InBev N.V. (Belgium)1		9,140			1,028,631
SABMiller plc (United Kingdom)1		18,020			939,405
					1,968,036
Food Products - 2.2%
Ingredion, Inc.		25,080			2,127,787
Total Consumer Staples					4,095,823
Energy - 19.8%
Energy Equipment & Services - 4.9%
Cameron International Corp.*		24,690			1,233,265
Core Laboratories N.V. - ADR		11,310			1,361,045
Oceaneering International, Inc.		14,640			860,978
Schlumberger Ltd.		10,610			906,200
TGS Nopec Geophysical Co. ASA (Norway)1		22,110			477,504
					4,838,992
Oil, Gas & Consumable Fuels - 14.9%
Cameco Corp. (Canada)		60,760			996,280
Cloud Peak Energy, Inc.*		214,570			1,969,753
Concho Resources, Inc.*		5,190			517,703
Continental Resources, Inc.*		12,470			478,349
Denbury Resources, Inc.		64,500			524,385
Diamondback Energy, Inc.*		8,450			505,141
Encana Corp. (Canada)		50,250			696,967
Energen Corp.		8,180	��		521,557
EOG Resources, Inc.		13,900			1,279,773
Hess Corp.		19,330			1,426,941
Koninklijke Vopak N.V. (Netherlands)1		38,670			2,006,281
Parsley Energy, Inc. - Class A*		37,420			597,223
Peabody Energy Corp.		253,840			1,964,722
Pioneer Natural Resources Co.		3,410			507,579

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

6

Inflation Focus Equity Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
RSP Permian, Inc.*		21,630	$	543,778
				14,536,432
Total Energy				19,375,424
Financials - 7.4%
Diversified Financial Services - 1.1%
Berkshire Hathaway, Inc. - Class B*		6,830		1,025,525
Real Estate Investment Trusts (REITS) - 4.2%
Plum Creek Timber Co., Inc.		47,640		2,038,516
Weyerhaeuser Co.		58,580		2,102,436
				4,140,952
Real Estate Management & Development - 2.1%
Realogy Holdings Corp.*		46,450		2,066,561
Total Financials				7,233,038
Health Care - 1.1%
Health Care Equipment & Supplies - 1.1%
Neogen Corp.*		22,460		1,113,791
Industrials - 26.5%
Airlines - 2.0%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		180,150		1,035,863
Latam Airlines Group S.A. - ADR (Chile)*		78,850		944,623
				1,980,486
Commercial Services & Supplies - 1.0%
Rollins, Inc.		30,330		1,003,923
Electrical Equipment - 0.9%
Polypore International, Inc.*		19,460		915,593
Machinery - 14.2%
AGCO Corp.		39,220		1,772,744
Deere & Co.		9,170		811,270
FANUC Corp. (Japan)1		8,510		1,403,132
Flowserve Corp.		16,330		977,024
Joy Global, Inc.		27,920		1,298,838
Pall Corp.		26,670		2,699,271
Pentair plc (United Kingdom)		36,530		2,426,323
Xylem, Inc.		66,690		2,538,888
				13,927,490
Professional Services - 1.0%
SGS S.A. (Switzerland)1		450		918,886

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

7

Inflation Focus Equity Series

Investment Portfolio - December 31, 2014

		SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Road & Rail - 3.0%
Kansas City Southern			12,080	$	1,474,122
Union Pacific Corp.			12,390		1,476,021
					2,950,143
Trading Companies & Distributors - 4.4%
Brenntag AG (Germany)1			38,020		2,125,707
Fastenal Co.			45,220		2,150,663
					4,276,370
Total Industrials					25,972,891
Information Technology - 11.6%
Electronic Equipment, Instruments & Components - 1.0%
Cognex Corp.*			24,140		997,706
IT Services - 5.5%
MasterCard, Inc. - Class A			31,740		2,734,718
Visa, Inc. - Class A			9,970		2,614,134
					5,348,852
Semiconductors & Semiconductor Equipment - 1.1%
GCL-Poly Energy Holdings Ltd. (Hong Kong)*1			2,781,410		646,072
REC Silicon ASA (Norway)*1			1,842,630		434,684
					1,080,756
Software - 3.2%
Aspen Technology, Inc.*			14,350		502,537
AVEVA Group plc (United Kingdom)1			83,630		1,712,746
Nuance Communications, Inc.*			63,790		910,283
					3,125,566
Technology Hardware, Storage & Peripherals - 0.8%
Stratasys Ltd.*			9,800		814,478
Total Information Technology	��				11,367,358
Materials - 19.0%
Chemicals - 12.0%
Monsanto Co.			22,940		2,740,642
The Mosaic Co.			34,930		1,594,555
Novozymes A/S - Class B (Denmark)1			21,740		915,114
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)			53,210		1,270,655
Syngenta AG (Switzerland)1			5,490		1,765,900
Tronox Ltd. - Class A			44,020		1,051,198
Umicore S.A. (Belgium)1			36,650		1,474,811
Wacker Chemie AG (Germany)1			8,400		921,444
					11,734,319

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

8

Inflation Focus Equity Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Metals & Mining - 7.0%
Alcoa, Inc.		44,650	$	705,023
Alumina Ltd. (Australia)*1		1,002,880		1,448,860
Iluka Resources Ltd. (Australia)1		166,780		800,969
Norsk Hydro ASA (Norway)1		131,070		738,322
Stillwater Mining Co.*		155,020		2,284,995
Teck Resources Ltd. - Class B (Canada)		62,980		859,047
				6,837,216
Total Materials				18,571,535
TOTAL COMMON STOCKS
(Identified Cost $87,366,827)				92,388,409
SHORT-TERM INVESTMENT - 7.9%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.03%
(Identified Cost $7,759,687)		7,759,687		7,759,687
TOTAL INVESTMENTS - 102.3%
(Identified Cost $95,126,514)				100,148,096
LIABILITIES, LESS OTHER ASSETS - (2.3%)				(2,250,337	)
NET ASSETS - 100%			$	97,897,759

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 December 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

Inflation Focus Equity Series

Statement of Assets and Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $95,126,514) (Note 2)	$	100,148,096
Cash		3,693
Receivable for fund shares sold		121,618
Dividends receivable		55,810
Foreign tax reclaims receivable		49,072
Prepaid and other expenses		92
TOTAL ASSETS		100,378,381
LIABILITIES:
Accrued management fees (Note 3)		87,766
Accrued fund accounting and administration fees (Note 3)		9,445
Accrued transfer agent fees (Note 3)		9,254
Accrued Chief Compliance Officer service fees (Note 3)		407
Accrued Directors’ fees (Note 3)		173
Payable for securities purchased		2,253,109
Payable for fund shares repurchased		73,347
Other payables and accrued expenses		47,121
TOTAL LIABILITIES		2,480,622
TOTAL NET ASSETS	$	97,897,759
NET ASSETS CONSIST OF:
Capital stock	$	89,463
Additional paid-in-capital		92,245,030
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		547,228
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		5,016,038
TOTAL NET ASSETS	$	97,897,759
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A
($97,897,759/8,946,267 shares)	$	10.94

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

10

Inflation Focus Equity Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $121,363)	$	1,359,899
EXPENSES:
Management fees (Note 3)		1,111,511
Fund accounting and administration fees (Note 3)		39,659
Transfer agent fees (Note 3)		36,746
Directors’ fees (Note 3)		6,089
Chief Compliance Officer service fees (Note 3)		3,160
Custodian fees		12,073
Miscellaneous		80,566
Total Expenses		1,289,804
NET INVESTMENT INCOME		70,095
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on- Investments		5,990,875
Foreign currency and translation of other assets and liabilities		(2,298	)
		5,988,577
Net change in unrealized appreciation (depreciation) on- Investments		(8,719,194	)
Foreign currency and translation of other assets and liabilities		(7,891	)
		(8,727,085	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(2,738,508	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,668,413	)

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

11

Inflation Focus Equity Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	70,095		$	198,475
Net realized gain on investments and foreign currency		5,988,577			6,313,448
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(8,727,085	)		6,736,829
Net increase (decrease) from operations		(2,668,413	)		13,248,752
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(301,340	)		(218,807	)
From net realized gain on investments		(5,795,688	)		(5,600,234	)
Total distributions to shareholders		(6,097,028	)		(5,819,041	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		(5,450,235	)		25,569,826
Net increase (decrease) in net assets		(14,215,676	)		32,999,537
NET ASSETS:
Beginning of year		112,113,435			79,113,898
End of year (including undistributed net investment income of $0 and $0, respectively)	$	97,897,759		$	112,113,435

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

12

Inflation Focus Equity Series

Financial Highlights

	FOR THE YEARS ENDED									FOR THE PERIOD
	12/31/14			12/31/13			12/31/12			8/23/111 TO 12/31/11
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.98		$	11.05		$	9.95		$	10.00
Income (loss) from investment operations:
Net investment income2		0.01			0.02			0.05			0.00	3
Net realized and unrealized gain (loss) on investments		(0.34	)		1.56			1.36			(0.05	)
Total from investment operations		(0.33	)		1.58			1.41			(0.05	)
Less distributions to shareholders:
From net investment income		(0.04	)		(0.02	)		(0.05	)		—
From net realized gain on investments		(0.67	)		(0.63	)		(0.26	)		—
Total distributions to shareholders		(0.71	)		(0.65	)		(0.31	)		—
Net asset value - End of period	$	10.94		$	11.98		$	11.05		$	9.95
Net assets - End of period (000’s omitted)	$	97,898		$	112,113		$	79,114		$	69,267
Total return4		(2.53	%)		14.55	%		14.26	%		(0.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.16	%		1.18	%		1.20	%		1.20	%5
Net investment income		0.06	%		0.20	%		0.47	%		0.60	%5
Portfolio turnover		54	%		55	%		56	%		9	%
*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amount:
		N/A			N/A			0.03	%		0.16	%5

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

⁴Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during certain periods. Periods less than one year are not annualized.

⁵Annualized.

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

13

Inflation Focus Equity Series

Notes to Financial Statements

1. Organization

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

The Series’ investment objective is to provide long-term growth and inflation protection primarily through investment in equity securities that are expected to benefit from an inflationary environment.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated as Inflation Focus 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, 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.

14

Inflation Focus Equity 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 December 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	$	4,658,549	$	4,658,549	$	—	$	—
Consumer Staples		4,095,823		2,127,787		1,968,036		—
Energy		19,375,424		16,891,639		2,483,785		—
Financials		7,233,038		7,233,038		—		—
Health Care		1,113,791		1,113,791		—		—
Industrials		25,972,891		21,525,166		4,447,725		—
Information Technology		11,367,358		8,573,856		2,793,502		—
Materials		18,571,535		10,506,115		8,065,420		—
Mutual fund		7,759,687		7,759,687		—		—
Total assets	$	100,148,096	$	80,389,628	$	19,758,468	$	—

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 December 31, 2013 or December 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 December 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 Fund records distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Fund adjusts the estimated amounts of components of distributions (and consequently its net investment income) as necessary once the issuers provide information about the actual composition of the distributions.

15

Inflation Focus Equity Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Foreign Currency Translation

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.

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 December 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 period ended December 31, 2011 and the years ended December 31, 2012, December 31, 2013, and December 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

16

Inflation Focus Equity Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Other (continued)

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 April 30, 2016, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 1.20% of average daily net assets each year. The Advisor did not waive any fees for the year ended December 31, 2014. 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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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 December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $58,402,964 and $70,770,905, respectively. There were no purchases or sales of U.S. Government securities.

17

Inflation Focus Equity Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions

Transactions in Class A shares of Inflation Focus Equity Series were:

	FOR THE YEAR ENDED  12/31/14						FOR THE YEAR ENDED  12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,327,433		$	15,809,663			2,759,940		$	32,252,319
Reinvested		558,233			5,925,948			449,353			5,188,780
Repurchased		(2,298,121	)		(27,185,846	)		(1,007,186	)		(11,871,273	)
Total		(412,455	)	$	(5,450,235	)		2,202,107		$	25,569,826

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

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of December 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 and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales and redesignation of distributions 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 year ended December 31, 2014, amounts were reclassified within the capital accounts to decrease Accumulated Net Realized Gain on Investments by $231,245 and increase Undistributed Net Investment Income by $231,245. Any such reclassifications are not reflected in the financial highlights.

18

Inflation Focus Equity 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  12/31/14		FOR THE YEAR ENDED 12/31/13
Ordinary income	$	4,282,176	$	1,678,674
Long-term capital gains		1,814,852		4,140,367

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

Cost for federal income tax purposes	$	95,539,672
Unrealized appreciation		12,925,367
Unrealized depreciation		(8,316,943	)
Net unrealized appreciation	$	4,608,424
Undistributed ordinary income	$	177,896
Undistributed long-term capital gains	$	782,490

19

Inflation Focus Equity Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Inflation Focus 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 Inflation Focus Equity Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 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 December 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

20

Inflation Focus 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 $1,448,119 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 14.70%, or if different, the maximum allowable under tax law.

The Series designates $1,748,434 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

21

Inflation Focus Equity Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the Advisor is incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

22

Inflation Focus Equity Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

23

Inflation Focus 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:	69
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. (2000-2014)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	GMP Companies (2000-2011)
	Cytos Biotechnology Ltd. (2012-2014)

24

Inflation Focus 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:	80
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:	28
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

Inflation Focus 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:	47
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.

26

Inflation Focus Equity Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

MNIFE-12/14-AR

Emerging Markets 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. 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

Emerging Markets Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term growth.

Performance Commentary

Global equity market performance was mixed during 2014. The MSCI Emerging Markets Index experienced negative absolute returns of -2.19%. The Class S shares of the Emerging Market Series also experienced negative total returns for the year, returning -12.24%, and underperforming the benchmark.

The Series’ underperformance relative to the MSCI Emerging Markets benchmark during the year was driven by stock selection. In contrast, sector positioning aided relative returns. Regarding major detractors from relative performance, stock selection in Health Care, Information Technology, Consumer Discretionary, and Energy challenged relative returns. From a country positioning and selection perspective, stock selection in China, Colombia, and Hong Kong challenged relative returns. The Series’ overweight to Brazil and underweight to Taiwan as compared to the benchmark also detracted from relative returns.

Offsetting a portion of the relative performance headwind experienced by the Series during 2014 were positive contributions to relative returns from the Series’ substantial overweight to Health Care and underweight to Energy. Health Care was the strongest performing sector within the benchmark during the year, whereas Energy was the weakest, owing to significant declines in global oil prices that transpired from late June through year-end. Stock selection in Telecommunication Services also aided relative returns. At a country level, the Series’ underweight to Russia and overweight to India compared to the benchmark contributed positively to relative performance, as did stock selection in India and Korea. India was among the top performing global markets in 2014 as investors were encouraged by the election of Narendra Modi as Prime Minister. Modi is widely viewed as a capable reformer, and consensus expects that he will facilitate positive change in India while working to improve the country’s overall economic functioning.

Regarding current portfolio positioning, the Series’ investments reflect an emphasis on sectors and industries we expect to benefit over the long-term from an expanding Emerging Market middle class. Specifically, we see a long runway for growth in a variety of businesses that operate in the Health Care and Consumer sectors as medical care and consumption are two of the first areas in which individuals tend to increase spending as incomes grow. With wages and salaries expected to continue to rise in Emerging Markets, consumers are slowly gaining access to services and products that were once out of reach, and we believe this trend will create myriad investment opportunities for years to come.

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 can 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 page 4 for additional performance information as of December 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.

Performance for the Emerging Market Series Class S shares is provided above. Performance for the Emerging Market Series Class I shares may be higher or lower based on the Class’ underlying expenses.

2

Emerging Markets Series

Fund Commentary

(unaudited)

Performance Commentary (continued)

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.

3

Emerging Markets Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			TOTAL RETURN SINCE INCEPTION2
Manning & Napier Fund, Inc. - Emerging Markets Series - Class S3		-12.24	%		4.79	%
Manning & Napier Fund, Inc. - Emerging Markets Series - Class I3,4		-11.98	%		4.89	%
MSCI Emerging Markets Index5		-2.19	%		2.38	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Emerging Markets Series Class S from its inception² (November 16, 2011) to present (December 31, 2014) to the MSCI Emerging Markets 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 the Index are calculated from November 16, 2011, 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 December 31, 2014, this net expense ratio was 1.15% for Class S and 0.90% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.26% for Class S and 1.04% for Class I for the year ended December 31, 2014.

⁴For periods prior to the inception of Class I on December 18, 2013, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Emerging Markets Series - Class S.

⁵The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance of emerging markets and consists of 21 emerging market country indices outside the U.S. The Index returns do not reflect any fees or expenses. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. The Index is denominated in U.S. dollars. Index returns provided by Bloomberg.

4

Emerging Markets 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 (July 1, 2014 to December 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 this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of each Class in the table below provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the 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                  7/1/14	ENDING  ACCOUNT VALUE                   12/31/14	EXPENSES PAID DURING PERIOD*                  7/1/14-12/31/14	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$866.30	$5.41	1.15%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.41	$5.85	1.15%
Class I
Actual	$1,000.00	$868.00	$4.24	0.90%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.67	$4.58	0.90%

*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 is based on one-year data. The Class’ total return would have been lower had certain expenses not been waived during the period.

5

Emerging Markets Series

Portfolio Composition as of December 31, 2014

(unaudited)

6

Emerging Markets Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 94.8%
Consumer Discretionary - 16.3%
Auto Components - 2.6%
Halla Holdings Corp. (South Korea)1		11,243	$	711,576
Mando Corp. (South Korea)*1		12,266		2,047,774
				2,759,350
Automobiles - 2.0%
Hyundai Motor Co. (South Korea)1		13,780		2,104,979
Diversified Consumer Services - 4.0%
Kroton Educacional S.A. (Brazil)*		746,000		4,349,936
Hotels, Restaurants & Leisure - 0.8%
Arcos Dorados Holdings, Inc. - Class A (Argentina)		168,460		911,369
Household Durables - 0.8%
LG Electronics, Inc. (South Korea)1		15,900		851,703
Media - 0.8%
Global Mediacom Tbk PT (Indonesia)1		7,866,550		901,334
Specialty Retail - 2.9%
China ZhengTong Auto Services Holdings Ltd. (China)1		4,319,210		1,914,138
Sa Sa International Holdings Ltd. (Hong Kong)1		1,747,610		1,219,151
				3,133,289
Textiles, Apparel & Luxury Goods - 2.4%
Belle International Holdings Ltd. (Hong Kong)1		2,278,000		2,558,762
Total Consumer Discretionary				17,570,722
Consumer Staples - 9.7%
Beverages - 4.0%
AMBEV S.A. - ADR (Brazil)		272,830		1,697,003
Cia Cervecerias Unidas S.A. - ADR (Chile)		143,960		2,670,458
				4,367,461
Food & Staples Retailing - 1.3%
Raia Drogasil S.A. (Brazil)		150,000		1,430,479
Food Products - 3.5%
Charoen Pokphand Foods PCL (Thailand)1		2,674,000		2,200,699
M Dias Branco S.A. (Brazil)		46,000		1,574,750
				3,775,449
Personal Products - 0.9%
Natura Cosmeticos S.A. (Brazil)		79,000		946,562
Total Consumer Staples				10,519,951
Energy - 3.2%
Energy Equipment & Services - 0.5%
SPT Energy Group, Inc. - Class H (China)1		3,126,000		575,081

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

7

Emerging Markets Series

Investment Portfolio - December 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels - 2.7%
Cosan S.A. Industria e Comercio (Brazil)		139,190	$	1,510,658
Pacific Rubiales Energy Corp. (Colombia)		221,420		1,370,296
				2,880,954
Total Energy				3,456,035
Financials - 6.8%
Banks - 1.7%
ICICI Bank Ltd. - ADR (India)		161,450		1,864,748
Diversified Financial Services - 2.6%
JSE Ltd. (South Africa)1		271,000		2,834,691
Insurance - 0.5%
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		422,360		540,224
Real Estate Management & Development - 2.0%
BR Malls Participacoes S.A. (Brazil)		111,000		686,077
General Shopping Brasil S.A. (Brazil)*		518,000		1,418,644
				2,104,721
Total Financials				7,344,384
Health Care - 26.6%
Biotechnology - 4.6%
Green Cross Corp. (South Korea)1		40,080		4,990,852
Health Care Equipment & Supplies - 5.3%
Ginko International Co. Ltd. (Taiwan)1		59,620		629,158
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		5,178,000		4,179,980
St. Shine Optical Co. Ltd. (Taiwan)1		55,890		911,826
				5,720,964
Health Care Providers & Services - 9.1%
Apollo Hospitals Enterprise Ltd. (India)1		144,174		2,580,274
Fortis Healthcare Ltd. (India)*1		1,354,220		2,382,449
KPJ Healthcare Berhad (Malaysia)1		1,204,050		1,269,660
Life Healthcare Group Holdings Ltd. (South Africa)1		980,380		3,621,670
				9,854,053
Pharmaceuticals - 7.6%
Glenmark Pharmaceuticals Ltd. (India)1		410,383		4,996,238
Lupin Ltd. (India)1		140,242		3,168,552
				8,164,790
Total Health Care				28,730,659
Industrials - 9.0%
Airlines - 4.1%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		444,100		2,553,575

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

8

Emerging Markets Series

Investment Portfolio - December 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Airlines (continued)
Latam Airlines Group S.A. - ADR (Chile)*		162,400	$	1,945,552
				4,499,127
Commercial Services & Supplies - 1.2%
MiX Telematics Ltd. - ADR (South Africa)*		200,248		1,301,612
Electrical Equipment - 1.8%
Teco Electric and Machinery Co. Ltd. (Taiwan)1		2,052,000		1,940,296
Machinery - 1.3%
Sany Heavy Equipment International Holdings Co. Ltd. - Class H (China)*1		5,234,700		1,368,362
Marine - 0.6%
Sinotrans Shipping Ltd. - Class H (China)*1		2,604,000		618,234
Road & Rail - 0.0%#
Cosan Logistica SA (Brazil)*		7,300		7,854
Total Industrials				9,735,485
Information Technology - 10.1%
Internet Software & Services - 5.1%
Alibaba Group Holding Ltd. - ADR (China)*		7,490		778,511
Qihoo 360 Technology Co. Ltd. - ADR (China)*		26,960		1,543,730
Tencent Holdings Ltd. - Class H (China)1		144,900		2,096,548
Youku Tudou, Inc. - ADR (China)*		59,700		1,063,257
				5,482,046
Semiconductors & Semiconductor Equipment - 1.1%
MediaTek, Inc. (Taiwan)1		80,000		1,162,994
Software - 1.1%
Totvs S.A. (Brazil)		92,930		1,223,591
Technology Hardware, Storage & Peripherals - 2.8%
Samsung Electronics Co. Ltd. (South Korea)1		2,550		3,065,723
Total Information Technology				10,934,354
Materials - 5.3%
Chemicals - 3.0%
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		89,010		2,125,559
Yingde Gases Group Co. Ltd. - Class H (China)1		1,604,000		1,121,974
				3,247,533
Metals & Mining - 2.3%
Impala Platinum Holdings Ltd. (South Africa)*1		233,080		1,523,229
Jastrzebska Spolka Weglowa S.A. (Poland)*1		204,450		961,838
				2,485,067
Total Materials				5,732,600

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

9

Emerging Markets Series

Investment Portfolio - December 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Telecommunication Services - 7.8%
Wireless Telecommunication Services - 7.8%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		184,820	$	4,099,308
China Mobile Ltd. - Class H (China)1		372,920		4,367,918
Total Telecommunication Services				8,467,226
TOTAL COMMON STOCKS
(Identified Cost $112,944,354)				102,491,416
PREFERRED STOCKS - 1.0%
Energy - 1.0%
Oil, Gas & Consumable Fuels - 1.0%
Petroleo Brasileiro S.A. - ADR (Brazil)
(Identified Cost $3,030,987)		146,650		1,111,607
SHORT-TERM INVESTMENT - 4.1%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.03%,
(Identified Cost $4,464,209)		4,464,209		4,464,209
TOTAL INVESTMENTS - 99.9%
(Identified Cost $120,439,550)				108,067,232
OTHER ASSETS, LESS LIABILITIES - 0.1%				83,929
NET ASSETS - 100%			$	108,151,161

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.

²Rate shown is the current yield as of December 31, 2014.

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

China - 18.2%; Brazil - 17.6%; India - 13.9%; South Korea - 12.7%.

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

Emerging Markets Series

Statement of Assets & Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $120,439,550) (Note 2)	$	108,067,232
Receivable for fund shares sold		254,665
Dividends receivable		186,631
Prepaid and other expenses		29
TOTAL ASSETS		108,508,557
LIABILITIES:
Accrued foreign capital gains tax (Note 2)		3,521
Accrued management fees (Note 3)		41,252
Accrued shareholder services fees (Class S) (Note 3)		20,797
Accrued fund accounting and administration fees (Note 3)		9,412
Accrued transfer agent fees (Note 3)		4,971
Accrued Chief Compliance Officer service fees (Note 3)		407
Accrued Directors’ fees (Note 3)		76
Payable for securities purchased		133,423
Accrued custodian fees		60,334
Payable for fund shares repurchased		48,437
Other payables and accrued expenses		34,766
TOTAL LIABILITIES		357,396
TOTAL NET ASSETS	$	108,151,161
NET ASSETS CONSIST OF:
Capital stock	$	117,034
Additional paid-in-capital		120,144,287
Distributions in excess of net investment income		(95,978	)
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		361,855
Net unrealized depreciation on investments (net of foreign capital gains tax of $3,521), foreign currency and translation of other assets and liabilities		(12,376,037	)
TOTAL NET ASSETS	$	108,151,161
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($91,177,822/ 9,866,179 shares)	$	9.24
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($16,973,339/ 1,837,242 shares)	$	9.24

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

11

Emerging Markets Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $221,907)	$	4,296,102
Interest		354
Total Investment Income		4,296,456
EXPENSES:
Management fees (Note 3)		793,231
Shareholder services fees (Class S)(Note 3)		257,221
Fund accounting and administration fees (Note 3)		46,333
Transfer agent fees (Note 3)		20,696
Directors’ fees (Note 3)		3,685
Chief Compliance Officer service fees (Note 3)		3,160
Custodian fees		146,985
Miscellaneous		136,214
Total Expenses		1,407,525
Less reduction of expenses (Note 3)		(130,436	)
Net Expenses		1,277,089
NET INVESTMENT INCOME		3,019,367
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on- Investments (net of foreign capital gains tax, $391,228)		4,181,639
Foreign currency and translation of other assets and liabilities		(51,276	)
		4,130,363
Net change in unrealized appreciation (depreciation) on- Investments (net of decrease in accrued foreign capital gains tax of $99,824)		(22,082,098	)
Foreign currency and translation of other assets and liabilities		1,329
		(22,080,769	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(17,950,406	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(14,931,039	)

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

12

Emerging Markets Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	3,019,367		$	530,621
Net realized gain (loss) on investments and foreign currency		4,130,363			10,920,408
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(22,080,769	)		(2,809,284	)
Net increase (decrease) from operations		(14,931,039	)		8,641,745
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(2,682,683	)		(155,200	)
From net investment income (Class I)		(550,665	)		—
From net realized gain on investments (Class S)		(4,420,831	)		(10,343,020	)
From net realized gain on investments (Class I)		(784,320	)		—
Total distributions to shareholders		(8,438,499	)		(10,498,220	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		25,548,419			12,575,523
Net increase in net assets		2,178,881			10,719,048
NET ASSETS:
Beginning of year		105,972,280			95,253,232
End of year (including distributions in excess of net investment income of $95,978 and $0,respectively)	$	108,151,161		$	105,972,280

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

13

Emerging Markets Series

Financial Highlights - Class S*

	FOR THE YEARS ENDED									FOR THE PERIOD 11/16/111 TO 12/31/11
	12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.40		$	11.64		$	9.85		$	10.00
Income (loss) from investment operations:
Net investment income2		0.28	3		0.06			0.04			0.01
Net realized and unrealized gain (loss) on investments		(1.67	)		0.95			2.20			(0.15	)
Total from investment operations		(1.39	)		1.01			2.24			(0.14	)
Less distributions to shareholders:
From net investment income		(0.29	)		(0.02	)		(0.03	)		(0.01	)
From net realized gain on investments		(0.48	)		(1.23	)		(0.42	)		—
Total distributions to shareholders		(0.77	)		(1.25	)		(0.45	)		(0.01	)
Net asset value - End of period	$	9.24		$	11.40		$	11.64		$	9.85
Net assets - End of period (000’s omitted)	$	91,178		$	104,884		$	95,253		$	78,114
Total return4		(12.24	%)		8.91	%		22.77	%		(1.37	%)
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.15	%		1.20	%		1.20	%		1.20	%5
Net investment income		2.54	%3		0.54	%		0.39	%		0.86	%5
Portfolio turnover		26	%		44	%		40	%		0	%
*Effective December 18, 2013, the shares of the Series have been designated as Class S.
**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:
		0.11	%		0.09	%		N/A			N/A

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Reflects a special dividend paid out during the period by one of the Series’ holdings. Had the Series not received the special dividend, the net investment income per share would have been $0.05 and the net investment income ratio would have been 0.48%.

⁴Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed during certain periods. Periods less than one year are not annualized.

⁵Annualized.

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

14

Emerging Markets Series

Financial Highlights - Class I

	FOR THE YEAR ENDED 12/31/14			FOR THE PERIOD 12/18/131 TO 12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.40		$	11.18
Income (loss) from investment operations:
Net investment income2		0.43	3		0.01
Net realized and unrealized gain (loss) on investments		(1.79	)		0.21
Total from investment operations		(1.36	)		0.22
Less distributions to shareholders:
From net investment income		(0.32	)		—
From net realized gain on investments		(0.48	)		—
Total distributions to shareholders		(0.80	)		—
Net asset value - End of period	$	9.24		$	11.40
Net assets - End of period (000’s omitted)	$	16,973		$	1,088
Total return4		(11.98	%)		1.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.90	%		1.89	%5
Net investment income		3.93	%3		4.91	%5,6
Portfolio turnover		26	%		44	%
*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:
		0.14	%		N/A

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Reflects a special dividend paid out during the period by one of the Series’ holdings. Had the Series not received the special dividend, the net investment income per share would have been $0.08 and the net investment income ratio would have been 0.72%.

⁴Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during certain periods. Periods less than one year are not annualized.

⁵Annualized.

⁶The annualized net investment income ratio may not be indicative of operating results for a full year.

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

15

Emerging Markets Series

Notes to Financial Statements

1. Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated as Emerging Markets Series Class S common stock, and 100 million have been designated as Emerging Markets Series Class I 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

16

Emerging Markets Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security where a factor from a third party vendor is provided as a Level 2 security.

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

The following is a summary of the valuation levels used for major security types as of December 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	$	17,570,722	$	5,261,305	$	12,309,417	$	—
Consumer Staples		10,519,951		8,319,252		2,200,699		—
Energy		3,456,035		2,880,954		575,081		—
Financials		7,344,384		4,509,693		2,834,691		—
Health Care		28,730,659		—		28,730,659		—
Industrials		9,735,485		5,808,593		3,926,892		—
Information Technology		10,934,354		4,609,089		6,325,265		—
Materials		5,732,600		2,125,559		3,607,041		—
Telecommunication Services		8,467,226		4,099,308		4,367,918		—
Preferred Securities:
Energy		1,111,607		1,111,607		—		—
Mutual funds		4,464,209		4,464,209		—		—
Total assets	$	108,067,232	$	43,189,569	$	64,877,663	$	—

Please see the Investment Portfolio for foreign securities where a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading. Such securities are included in Level 2 in the table above.

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

17

Emerging Markets Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

shareholder services fees), 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 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.

Forward Foreign Currency Exchange Contracts

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

All forward foreign currency exchange contracts are adjusted daily by the exchange rate of the underlying currency and, for financial statement purposes, any gain or loss is recorded as unrealized gain or loss until a contract has been closed.

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

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. As of December 31, 2014, no investments in forward foreign currency exchange contracts were held by the Series.

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 December 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 period ended December 31, 2011 and the years ended December 31, 2012, December 31, 2013 and December 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.

18

Emerging Markets Series

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

Distributions of Income and Gains

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

Indemnifications

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

Other

The preparation of financial statements in conformity with 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.

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

The Advisor has contractually agreed, until at least April 30, 2016, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share

19

Emerging Markets Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

class’ shareholder services fee, at no more than 0.90% of average daily net assets each year. Accordingly, the Advisor waived fees of $130,436 for the year ended December 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.

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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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 December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $47,182,340 and $28,404,551, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Class S and Class I of Emerging Markets Series were:

CLASS S:	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,309,793		$	14,270,807			1,122,036		$	13,241,115
Reinvested		738,209			6,947,173			923,766			10,334,763
Repurchased		(1,379,719	)		(15,094,248	)		(1,032,246	)		(12,080,706	)
Total		668,283		$	6,123,732			1,013,556		$	11,495,172
CLASS I:	FOR THE YEAR ENDED 12/31/14						FOR THE PERIOD 12/18/13 (COMMENCEMENT OF OPERATIONS) TO 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,672,858		$	18,862,196			95,447		$	1,080,589
Reinvested		124,690			1,163,812			—			—
Repurchased		(55,732	)		(601,321	)		(21	)		(238	)
Total		1,741,816		$	19,424,687			95,426		$	1,080,351

20

Emerging Markets Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

Approximately 86% of the Series’ shares represent investments by fiduciary accounts over which the Advisor has sole investment discretion.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of December 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 and/or treatment of the recognition of net investment income or gain and losses, including foreign currency gains and losses, qualified late-year losses, investments in passive foreign investment companies (PFICs) and foreign taxes. 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 December 31, 2014, $118,003 was reclassified within the capital accounts from Accumulated Net Realized Gain on Investments to Distributions in Excess of Net Investment Income. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED  12/31/14		FOR THE YEAR ENDED 12/31/13
Ordinary income	$	5,643,207	$	2,519,784
Long-term capital gains		2,795,292		7,978,436

21

Emerging Markets Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

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

Cost for federal income tax purposes	$	120,439,550
Unrealized appreciation		12,725,828
Unrealized depreciation		(25,098,146	)
Net unrealized depreciation	$	(12,372,318	)
Undistributed long-term gains	$	396,687
Qualified late-year losses1	$	130,810

¹Late-year ordinary losses and net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Series’ next taxable year. For the year ended December 31, 2014, the Series deferred to January 1, 2015 later year ordinary losses of $95,978 and late year short-term ordinary losses of $34,832.

22

Emerging Markets Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Emerging Markets 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 Emerging Markets Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 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 December 31, 2014 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

23

Emerging Markets 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 $3,713,588 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 the foreign taxes paid for the year ended December 31, 2014. The Series had $4,516,366 in foreign source income and paid foreign taxes of $145,649.

The Series designates $1,719,200 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

24

Emerging Markets Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the advisor in incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

25

Emerging Markets Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

26

Emerging Markets 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:	69
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. (2000-2014)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	GMP Companies (2000-2011)
	Cytos Biotechnology Ltd. (2012-2014)

27

Emerging Markets 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:	80
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:	28
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

28

Emerging Markets 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:	47
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.

29

Emerging Markets Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 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.

MNEMS-12/14-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. 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

Strategic Income Conservative Series: Primarily to manage against capital risk and generate income, with the pursuit of long-term capital growth as a secondary objective.

Strategic Income Moderate Series: To manage against capital risk while generating income and pursuing long-term capital growth.

Performance Commentary

Both the Strategic Income Conservative Series and the Strategic Income Moderate Series provided positive absolute returns during 2014. The Strategic Income Conservative Series Class S returned 6.30% and the Strategic Income Moderate Series Class S returned 6.66%; however, each Series’ performance trailed that of its blended benchmark on a relative basis.

Regarding relative returns, fixed income and stock selection were the primary drivers of the Series’ underperformance relative to the blended benchmarks during the year. Equity sector positioning also challenged relative returns. Specifically, the Series’ underweight to Financials relative to the benchmark detracted from returns, as that sector was among the strongest performing areas within the benchmark during 2014. With stocks generally outperforming bonds during the period, overall asset allocation was a modest drag on relative returns given the Series’ slight underweight allocation to stocks relative to the benchmark. Contributing to the negative relative performance impact of fixed income positioning was the Series’ concentration in shorter duration securities and meaningful underweight to Treasuries relative to the benchmark. Yields on Treasuries with longer-term maturities shifted lower during the year, leading to strong performance in longer maturity securities, where the Series’ exposure is limited due to the Advisor’s view of an unattractive upside relative to the risk of rising yields. With respect to stock selection, the Series’ investments in the Health Care and Consumer Staples sectors were noteworthy detractors from relative returns.

Helping to offset a portion of the relative performance headwind experienced by the Series during the year were positive contributions to relative returns from the Series’ overweight to Information Technology stocks relative to the benchmarks. Information Technology was the best performing sector within the equity portion of the blended benchmarks, rising almost 30% during the year. Stock selection in Industrials also aided relative performance.

Regarding positioning of the fixed income portion of each Series, corporate bonds represent the largest absolute sector weighting. We continue to focus on opportunities in investment-grade corporate securities; however, we also see value in the below investment-grade space. During recent quarters, we have worked to shorten the duration of the Series’ fixed income positioning, concentrating investments on the shorter end of the yield curve where we see better risk/reward dynamics. The Series also contain meaningful exposure to mortgage-backed securities.

Within the equity portion of both Strategic Income Series, we are looking for companies with strong and stable balance sheets that pay attractive dividends relative to the broader equity market. Companies that have the ability to grow their dividend in the future are also attractive in our view. In assessing a company’s balance sheet, we focus on fundamental characteristics such as free cash flow generation and balance sheet positioning. Additionally, we believe equity investment opportunities in the Real Estate sector can also provide attractive yield and capital appreciation potential in the current environment.

We believe divergent economic growth across global economies increases the likelihood that monetary policy among major central banks may diverge as well in 2015. This, along with geopolitical risks such as ongoing regional conflicts and European politics, may lead to bouts of volatility in financial markets. In light of the current environment, it is important that investors remain active, flexible, and selective in their approach in an attempt to avoid overvalued and risky areas of the market, something Manning & Napier has done for over 40 years.

Please see the page 4 and page 6 for additional performance information as of December 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

2

Fund Commentary

(unaudited)

Performance Commentary (continued)

cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

Performance for the Series’ Class S shares is provided above. Performance for the Series’ Class I shares may be higher or lower based on the Classes’ underlying expenses.

All investments involve risks, including possible loss of principal. An investment in the Series will fluctuate in response to stock market movements and changes in interest rates. Because the Series invests in a combination of other affiliated funds, it is subject to asset allocation risk as well as the risks associated with each underlying fund’s investment portfolio. These may include the risk that dividends may be discontinued or decreased; small-cap/mid-cap risk, including the risk that stocks of small- and mid-cap companies may be subject to more abrupt or erratic market movements than the stocks of larger companies and may be less marketable than the stocks of larger companies; risks related to investments in options, which, like all derivatives, can be highly volatile and involve risks in addition to the risks of the underlying instrument on which the derivative is based, such as counterparty, correlation and liquidity risk; risks related to the direct ownership of real estate (including REITs) such as interest rate risk, liquidity risk, and changes in property value, among others; foreign investment risk, including fluctuating currency values, different accounting standards, and economic and political instability, as well as the risk that investments in emerging markets may be more volatile than investments in developed markets; issuer-specific risk; and the increased default risk associated with higher-yielding, lower-rated securities. 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. Additionally, a portion of the Series’ underlying holdings may be invested in business development companies (BDCs) or master limited partnerships (MLPs). BDCs are subject to additional risks, as they generally invest in less mature private companies or thinly traded U.S. public companies which involve greater risk than well-established publicly-traded companies. MLPs are subject to additional risks, including risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries or other natural resources. Moreover, the potential tax benefits from investing in MLPs depend on their continued treatment as partnerships for federal income tax purposes.

3

Performance Update - Strategic Income Conservative Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS  OF DECEMBER 31, 2014
	ONE YEAR1	TOTAL RETURN SINCE INCEPTION2
Manning & Napier Fund, Inc. - Strategic Income Conservative Series - Class S3	6.30%	5.97%
Manning & Napier Fund, Inc. - Strategic Income Conservative Series - Class I3	6.55%	6.20%
Barclays U.S. Intermediate Aggregate Bond Index4	4.12%	1.50%
20/10/70 Blended Index5	9.95%	6.61%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Strategic Income Conservative Series - Class S from its inception² (8/1/12) to present (12/31/14) to the Barclays U.S. Intermediate Aggregate Bond Index and the 20/10/70 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 August 1, 2012, the Series’ inception date. The Barclays U.S. Intermediate Aggregate Bond Index, a component of the Strategic Income Conservative Series Blended Index, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from July 31, 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 December 31, 2014, this net expense ratio was 0.30% for Class S and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.73% for Class S and 0.46% for Class I for the year ended December 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 20/10/70 Blended Index is represented by 20% Russell 1000^® Value Index (Russell 1000 Value), 10% MSCI U.S. Real Estate Investment Trust (REIT) Index, and 70% Bank of America (BofA) Merrill Lynch U.S. Corporate, Government & Mortgage Index. Russell 1000 Value is an unmanaged, market capitalization-weighted index consisting of those Russell 1000^® Index 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. Index returns provided by Bloomberg. The MSCI U.S. Real Estate Investment Trust (REIT) Index is a free float-adjusted, market capitalization-weighted index that is comprised of equity REITs that are included in the MSCI U.S. Investment Market 2500 Index, with the exception of specialty equity REITs that do not generate a majority of their revenue and income from real estate rental and leasing operations. The Index represents approximately 85% of the U.S. REIT universe. 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. The unmanaged BofA Merrill Lynch U.S. Corporate, Government & Mortgage Index is a market value-weighted measure that represents U.S government, corporate, and pass-through securities issued by entities within the United States, by supranational entities, or by entities headquartered outside of the U.S. but who have issued dollar-denominated securities within the U.S. The Index only includes investment-grade securities with maturities of greater than one year.

4

Performance Update - Strategic Income Conservative Series

(unaudited)

Index returns assume reinvestment of coupons. Index returns provided by Bloomberg. 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.

5

Performance Update - Strategic Income Moderate Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS  OF DECEMBER 31, 2014
	ONE YEAR1	TOTAL RETURN SINCE INCEPTION2
Manning & Napier Fund, Inc. - Strategic Income Moderate Series - Class S3	6.66%	8.85%
Manning & Napier Fund, Inc. - Strategic Income Moderate Series - Class I3	6.90%	9.08%
Barclays U.S. Aggregate Bond Index4	5.97%	1.74%
38/12/50 Blended Index5	11.70%	10.35%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Strategic Income Moderate Series - Class S from its inception² (8/1/12) to present (12/31/14) to the Barclays U.S. Aggregate Bond Index and the 38/12/50 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 August 1, 2012, the Series’ inception date. The Barclays U.S. Aggregate Bond Index, a component of the Strategic Income Moderate Series Blended Index, only publishes month-end numbers; therefore, performance numbers for the Index are calculated from July 31, 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 December 31, 2014, this net expense ratio was 0.30% for Class S and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.03% for Class S and 0.78% for Class I for the year ended December 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 38/12/50 Blended Index is represented by 38% Russell 1000^® Value Index (Russell 1000 Value), 12% MSCI U.S. Real Estate Investment Trust (REIT) Index, and 50% Bank of America (BofA) Merrill Lynch U.S. Corporate, Government & Mortgage Index. Russell 1000 Value is an unmanaged, market capitalization-weighted index consisting of those Russell 1000^® Index 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. Index returns provided by Bloomberg. The MSCI U.S. Real Estate Investment Trust (REIT) Index is a free float-adjusted, market capitalization-weighted index that is comprised of equity REITs that are included in the MSCI U.S. Investment Market 2500 Index, with the exception of specialty equity REITs that do not generate a majority of their revenue and income from real estate rental and leasing operations. The Index represents approximately 85% of the U.S. REIT universe. 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. The unmanaged BofA Merrill Lynch U.S. Corporate, Government & Mortgage Index is a market value-weighted measure that represents U.S government, corporate, and pass-through securities issued by entities within the United States, by supranational entities, or by entities headquartered outside of the U.S. but who have issued dollar-denominated securities within the U.S. The Index only includes investment-grade securities with maturities of greater than one year.

6

Performance Update - Strategic Income Moderate Series

(unaudited)

Index returns assume reinvestment of coupons. Index returns provided by Bloomberg. 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.

7

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 (July 1, 2014 to December 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

	BEGINNING  ACCOUNT VALUE                   7/1/14	ENDING  ACCOUNT VALUE                   12/31/14	EXPENSES PAID  DURING PERIOD               7/1/14-12/31/14	ANNUALIZED EXPENSE RATIO1,2
Strategic Income Conservative Series
Actual (Class S)	$1,000.00	$1,001.40	$1.51	0.30%
Hypothetical (5% return before expenses)	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class I)	$1,000.00	$1,002.70	$0.25	0.05%
Hypothetical (5% return before expenses)	$1,000.00	$1,024.95	$0.26	0.05%

	BEGINNING  ACCOUNT VALUE                   7/1/14	ENDING  ACCOUNT VALUE                   12/31/14	EXPENSES PAID  DURING PERIOD               7/1/14-12/31/14	ANNUALIZED EXPENSE RATIO1,2
Strategic Income Moderate Series
Actual (Class S)	$1,000.00	$999.30	$1.51	0.30%
Hypothetical (5% return before expenses)	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class I)	$1,000.00	$1,000.60	$0.25	0.05%
Hypothetical (5% return before expenses)	$1,000.00	$1,024.95	$0.26	0.05%

¹Expense ratios of the Class do not include fees and expenses indirectly incurred by the underlying funds. If these expenses were included, the expense ratios would have been higher.

²Expenses are equal to the Class’ annualized expense ratio (for the six month period), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Class’ total returns would have been lower had certain expenses not been reimbursed during the period.

8

Portfolio Composition as of December 31, 2014 - Asset Allocation¹

(unaudited)

9

Investment Portfolios - December 31, 2014

STRATEGIC INCOME CONSERVATIVE SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.1%
Manning & Napier Fund, Inc. - Core Plus Bond Series, Class I		2,053,463	$	19,548,965
Manning & Napier Fund, Inc. - Dividend Focus Series, Class I		204,682		3,268,770
Manning & Napier Fund, Inc. - Equity Income Series, Class I		261,125		2,814,926
Manning & Napier Fund, Inc. - High Yield Bond Series, Class I		61,222		549,158
Manning & Napier Fund, Inc. - Real Estate Series, Class I		171,237		1,517,163
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $28,343,733)				27,698,982
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(37,961	)
NET ASSETS - 100%			$	27,661,021
STRATEGIC INCOME MODERATE SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 98.5%
Manning & Napier Fund, Inc. - Core Plus Bond Series, Class I		879,701	$	8,374,752
Manning & Napier Fund, Inc. - Dividend Focus Series, Class I		206,823		3,302,958
Manning & Napier Fund, Inc. - Emerging Markets Series, Class I		55,419		512,070
Manning & Napier Fund, Inc. - Equity Income Series, Class I		299,567		3,229,332
Manning & Napier Fund, Inc. - High Yield Bond Series, Class I		97,738		876,712
Manning & Napier Fund, Inc. - Inflation Focus Equity Series		32,836		359,224
Manning & Napier Fund, Inc. - Real Estate Series, Class I		109,735		972,253
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $17,988,643)				17,627,301
OTHER ASSETS, LESS LIABILITIES - 1.5%				259,849
NET ASSETS - 100%			$	17,887,150

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

10

Statements of Assets and Liabilities

December 31, 2014

	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
ASSETS:
Total investments in Underlying Series:
At value* (Note 2)	$	27,698,982		$	17,627,301
Receivable for shares of Underlying Series sold		—			7,480
Receivable for fund shares sold		103,905			300,000
TOTAL ASSETS		27,802,887			17,934,781
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		8,721			8,555
Accrued shareholder services fees (Class S) (Note 3)		3,340			3,262
Accrued transfer agent fees (Note 3)		1,183			1,142
Accrued Chief Compliance Officer service fees (Note 3)		407			407
Audit fees payable		12,745			12,745
Payable for shares of Underlying Series purchased		73,905			—
Payable for fund shares repurchased		30,000			7,480
Accrued custodian fees		2,855			3,612
Other payables and accrued expenses		8,710			10,428
TOTAL LIABILITIES		141,866			47,631
TOTAL NET ASSETS	$	27,661,021		$	17,887,150
NET ASSETS CONSIST OF:
Capital stock		26,778			16,507
Additional paid-in-capital		27,743,369			17,912,876
Accumulated net realized gain on Underlying Series		535,625			319,109
Net unrealized appreciation (depreciation) on Underlying Series		(644,751	)		(361,342	)
TOTAL NET ASSETS	$	27,661,021		$	17,887,150
Class S
Net Assets	$	15,393,728		$	15,751,395
Shares Outstanding		1,490,142			1,453,669
Net Asset Value, Offering Price, and Redemption Price per share	$	10.33		$	10.84
Class I
Net Assets	$	12,267,293		$	2,135,755
Shares Outstanding		1,187,644			197,064
Net Asset Value, Offering Price, and Redemption Price per share	$	10.33		$	10.84
*At identified cost	$	28,343,733		$	17,988,643

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

11

Statements of Operations

For the Year Ended December 31, 2014

	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
INVESTMENT INCOME:
Income distributions from Underlying Series	$	820,833		$	465,929
EXPENSES:
Fund accounting and administration fees (Note 3)		40,398			40,571
Shareholder services fees (Class S)(Note 3)		29,164			27,407
Transfer agent fees (Note 3)		4,753			4,537
Chief Compliance Officer service fees (Note 3)		3,160			3,160
Directors’ fees (Note 3)		407			299
Registration and filing fees		21,134			20,103
Audit fees		14,653			14,641
Custodian fees		7,413			9,776
Miscellaneous		8,501			5,415
Total Expenses		129,583			125,909
Less reduction of expenses (Note 3)		(89,831	)		(92,162	)
Net Expenses		39,752			33,747
NET INVESTMENT INCOME		781,081			432,182
REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized gain (loss) on Underlying Series		223,007			125,386
Distributions of realized gains from Underlying Series		621,734			459,349
Net change in unrealized appreciation (depreciation) on Underlying Series		(467,958	)		(334,320	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		376,783			250,415
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,157,864		$	682,597

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

12

Statements of Changes in Net Assets

	STRATEGIC INCOME CONSERVATIVE SERIES						STRATEGIC INCOME MODERATE SERIES
	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13			FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	781,081		$	300,565		$	432,182		$	166,174
Net realized gain (loss) on Underlying Series		223,007			(133,230	)		125,386			62,785
Distributions of realized gains from Underlying Series		621,734			409,612			459,349			260,752
Net change in unrealized appreciation (depreciation) on underlying series		(467,958	)		(135,214	)		(334,320	)		14,728
Net increase from operations		1,157,864			441,733			682,597			504,439
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(447,032	)		(216,413	)		(447,885	)		(164,939	)
From net investment income (Class I)		(397,266	)		(99,289	)		(72,798	)		(20,791	)
From net realized gain on investments (Class S)		(267,079	)		(16,892	)		(370,111	)		(66,164	)
From net realized gain on investments (Class I)		(239,700	)		(7,748	)		(57,935	)		(9,344	)
Total distributions to shareholders		(1,351,077	)		(340,342	)		(948,729	)		(261,238	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)		14,914,530			10,671,685			10,057,780			5,780,465
Net increase in net assets		14,721,317			10,773,076			9,791,648			6,023,666
NET ASSETS:
Beginning of year		12,939,704			2,166,628			8,095,502			2,071,836
End of year (including distributions in excess of net investment income of $0, $0, $0 and $0, respectively)	$	27,661,021		$	12,939,704		$	17,887,150		$	8,095,502

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

13

Financial Highlights

STRATEGIC INCOME CONSERVATIVE SERIES CLASS S	FOR THE YEARS ENDED						FOR THE PERIOD
	12/31/14			12/31/13			8/1/121 TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.24		$	10.07		$	10.00
Income (loss) from investment operations:
Net investment income2,3		0.37			0.39			0.30
Net realized and unrealized gain (loss) on underlying series		0.28			0.10			0.01
Total from investment operations		0.65			0.49			0.31
Less distributions to shareholders:
From net investment income		(0.35	)		(0.30	)		(0.24	)
From net realized gain on investments		(0.21	)		(0.02	)		(0.00	)4
Total distributions to shareholders		(0.56	)		(0.32	)		(0.24	)
Net asset value - End of period	$	10.33		$	10.24		$	10.07
Net assets - End of period (000’s omitted)	$	15,394		$	8,927		$	2,115
Total return5		6.30	%		4.96	%		3.12	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%6		0.30	%7		0.30	%8,9
Net investment income3		3.50	%		3.84	%		2.95	%
Series portfolio turnover10		39	%		116	%		5	%
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.43	%6		1.23	%7		10.89	%8,9,11
STRATEGIC INCOME CONSERVATIVE SERIES CLASS I	FOR THE YEARS ENDED						FOR THE PERIOD
	12/31/14			12/31/13			8/1/121 TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.24		$	10.06		$	10.00
Income (loss) from investment operations:
Net investment income2,3		0.41			0.43			0.22
Net realized and unrealized gain (loss) on underlying series		0.26			0.09			0.08
Total from investment operations		0.67			0.52			0.30
Less distributions to shareholders:
From net investment income		(0.37	)		(0.32	)		(0.24	)
From net realized gain on investments		(0.21	)		(0.02	)		(0.00	)4
Total distributions to shareholders		(0.58	)		(0.34	)		(0.24	)
Net asset value - End of period	$	10.33		$	10.24		$	10.06
Net assets - End of period (000’s omitted)	$	12,267		$	4,013		$	52
Total return5		6.55	%		5.28	%		3.08	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%6		0.05	%7		0.05	%8,9
Net investment income3		3.92	%		4.19	%		2.15	%
Series portfolio turnover10		39	%		116	%		5	%
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.41	%6		1.23	%7		27.14	%8,9,11

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 invests. The ratios do not include net investment income of the Underlying Series in which the Series invests.

⁴Less than ($0.01) per share.

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.48%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.64%.

⁸Annualized.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.71%.

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

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.

14

Financial Highlights

STRATEGIC INCOME MODERATE SERIES CLASS S	FOR THE YEARS ENDED						FOR THE PERIOD
	12/31/14			12/31/13			8/1/121 TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.80		$	10.07		$	10.00
Income (loss) from investment operations:
Net investment income2,3		0.38			0.32			0.30
Net realized and unrealized gain (loss) on underlying series		0.34			0.82			0.02
Total from investment operations		0.72			1.14			0.32
Less distributions to shareholders:
From net investment income		(0.37	)		(0.30	)		(0.25	)
From net realized gain on investments		(0.31	)		(0.11	)		(0.00	)4
Total distributions to shareholders		(0.68	)		(0.41	)		(0.25	)
Net asset value - End of period	$	10.84		$	10.80		$	10.07
Net assets - End of period (000’s omitted)	$	15,751		$	6,722		$	2,019
Total return5		6.66	%		11.49	%		3.23	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%6		0.30	%7		0.30	%8,9
Net investment income3		3.37	%		2.99	%		2.92	%
Series portfolio turnover10		35	%		78	%		7	%
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.73	%6		1.82	%7		10.28	%8,9,11
STRATEGIC INCOME MODERATE SERIES CLASS I	FOR THE YEARS ENDED						FOR THE PERIOD
	12/31/14			12/31/13			8/1/121 TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.80		$	10.07		$	10.00
Income (loss) from investment operations:
Net investment income2,3		0.41			0.55			0.22
Net realized and unrealized gain (loss) on underlying series		0.34			0.62			0.10
Total from investment operations		0.75			1.17			0.32
Less distributions to shareholders:
From net investment income		(0.40	)		(0.33	)		(0.25	)
From net realized gain on investments		(0.31	)		(0.11	)		(0.00	)4
Total distributions to shareholders		(0.71	)		(0.44	)		(0.25	)
Net asset value - End of period	$	10.84		$	10.80		$	10.07
Net assets - End of period (000’s omitted)	$	2,136		$	1,373		$	53
Total return5		6.90	%		11.73	%		3.29	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%6		0.05	%7		0.05	%8,9
Net investment income3		3.65	%		5.17	%		2.16	%
Series portfolio turnover10		35	%		78	%		7	%
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.73	%6		1.82	%7		27.25	%8,9,11

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 invests. The ratios do not include net investment income of the Underlying Series in which the Series invests.

⁴Less than ($0.01) per share.

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.49%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.65%.

⁸Annualized.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.70%.

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

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

15

Notes to Financial Statements

1. Organization

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

Strategic Income Conservative Series’ investment objective is to manage against capital risk and generate income with a secondary goal of pursuing long-term capital growth. Strategic Income Moderate Series’ investment objective is to manage against capital risk while generating income and pursuing long-term capital growth.

Each Series seeks to achieve its investment objective by investing in a combination of other Manning & Napier mutual funds (the “Underlying Series”). As of December 31, 2014, the Underlying Series include the Core Plus Bond Series, Dividend Focus Series, High Yield Bond Series, Real Estate Series and Equity Income Series of the Fund for Strategic Income Conservative, and the Core Plus Bond Series, Dividend Focus Series, Emerging Markets Series, High Yield Bond Series, Inflation Focus Equity Series, Real Estate Series and Equity income Series of the Fund for Strategic Income Moderate. The financial statements of the Underlying Series, which are available at www.manning-napier.com, should be read in conjunction with the Series’ financial statements.

Each Series is authorized to issue two classes of shares (Class S and I). Each class of shares is substantially the same, except that Class S shares bear a shareholder services fee.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated in each of the Series for Class S common stock and 100 million have been designated in each of the Series for Class I common stock.

2. Significant Accounting Policies

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

16

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

the close of the principal market in which securities are traded are expected to materially affect the value of those securities, then they may be valued at their fair value, taking this trading or these events into account.

Various inputs are used in determining the value of the Series’ assets or liabilities carried at fair value. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical assets and liabilities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Level 3 includes significant unobservable inputs (including the Series’ own assumptions in determining the fair value of investments). A financial instrument’s level within the fair value hierarchy is based on the lowest level on any input both 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 December 31, 2014 in valuing the Series’ assets or liabilities carried at fair value:

	STRATEGIC INCOME CONSERVATIVE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	27,698,982	$	27,698,982	$	—	$	—
Total assets:	$	27,698,982	$	27,698,982	$	—	$	—
	STRATEGIC INCOME MODERATE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	17,627,301	$	17,627,301	$	—	$	—
Total assets:	$	17,627,301	$	17,627,301	$	—	$	—

There were no Level 2 or Level 3 securities held by either of the Series as of December 31, 2013 or December 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 December 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. Income, expenses (other than shareholder services fees), 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. Expenses included in the accompanying Statements of Operations do not include any expense of the Underlying Series.

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

17

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Federal Taxes (continued)

year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements.

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At December 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. As the commencement of operations of the Series was August 1, 2012, the statute of limitations remains open for the period ended December 31, 2012 and the years ended December 31, 2013 and December 31, 2014. The Series are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/ repatriation transactions for foreign jurisdictions in which they invest, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

Indemnifications

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 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

18

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

attended plus a fee for each committee meeting attended and are reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. 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 service plan adopted by the Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client services, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

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 contractually agreed, until at least April 30, 2016, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of each class’ shareholder services fee, 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 December 31, 2014, the Advisor reimbursed expenses of $89,831 for Strategic Income Conservative Series and $92,162 for Strategic Income Moderate Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid the Advisor an annual fee related to fund accounting and administration of 0.0025% on average daily net assets with an annual base fee of $40,500 per series. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.00225% on average daily net assets with an annual base fee of $45,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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 December 31, 2014, purchases and sales of Underlying Series were as follows:

SERIES	PURCHASES		SALES
Strategic Income Conservative Series	$	23,248,791	$	8,263,369
Strategic Income Moderate Series	$	14,219,475	$	4,498,198

19

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers

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

STRATEGIC INCOME CONSERVATIVE SERIES	VALUE AT  12/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  12/31/14		SHARES HELD  AT  12/31/14		DIVIDEND  INCOME  1/1/14  THROUGH  12/31/14		DISTRIBUTIONS  AND  NET REALIZED  GAIN/(LOSS)   1/1/14  THROUGH  12/31/14
Manning & Napier Core Plus Bond Series - Class I	$	8,804,272	$	14,819,717	$	3,575,835	$	19,548,965		2,053,463	$	594,986	$	224,906
Manning & Napier Dividend Focus Series - Class I		2,763,838		2,579,145		2,053,490		3,268,770		204,682		62,515		335,574
Manning & Napier Equity Income Series - Class I		—		3,785,001		1,157,766		2,814,926		261,125		60,750		144,030
Manning & Napier High Yield Bond Series - Class I		260,949		435,905		106,609		549,158		61,222		25,915		17,206
Manning & Napier Real Estate Series - Class I		1,129,453		1,629,023		1,369,669		1,517,163		171,237		76,667		123,025
	$	12,958,512	$	23,248,791	$	8,263,369	$	27,698,982			$	820,833	$	844,741

20

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

STRATEGIC INCOME MODERATE SERIES	VALUE AT  12/31/13		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  12/31/14		SHARES  HELD  AT  12/31/14		DIVIDEND  INCOME  1/1/14  THROUGH  12/31/14		DISTRIBUTIONS  AND  NET REALIZED  GAIN/(LOSS)  1/1/14   THROUGH  12/31/14
Manning & Napier Core Bond Plus Series - Class I	$	3,608,259	$	5,913,464	$	934,710	$	8,374,752		879,701	$	237,185	$	90,225
Manning & Napier Dividend Focus Series - Class I		3,000,201		2,280,717		1,930,001		3,302,958		206,823		60,034		286,512
Manning & Napier Emerging Markets Series - Class I		231,379		436,878		65,170		512,070		55,419		15,852		14,877
Manning & Napier Equity Income Series - Class I		—		3,750,621		687,953		3,229,332		299,567		66,407		98,691
Manning & Napier High Yield Bond Series - Class I		404,031		642,570		106,045		876,712		97,738		38,846		24,050
Manning & Napier Inflation Focus Equity Series - Class I		161,617		272,995		45,646		359,224		32,836		1,051		16,812
Manning & Napier Real Estate Series - Class I		709,470		922,230		728,673		972,253		109,735		46,554		53,568
	$	8,114,957	$	14,219,475	$	4,498,198	$	17,627,301			$	465,929	$	584,735

6. Capital Stock Transactions

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

STRATEGIC  INCOME  CONSERVATIVE  SERIES:	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13						FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	CLASS S SHARES			AMOUNTS			CLASS S SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		885,964		$	9,376,736			688,830		$	7,022,823			957,307		$	10,081,880			379,867		$	3,864,714
Reinvested		66,223			692,406			22,098			224,985			60,899			636,966			10,515			107,037
Repurchased		(333,539	)		(3,524,134	)		(49,498	)		(509,931	)		(222,407	)		(2,349,324	)		(3,660	)		(37,943	)
Total		618,648		$	6,545,008			661,430		$	6,737,877			795,799		$	8,369,522			386,722		$	3,933,808

21

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

STRATEGIC  INCOME  MODERATE  SERIES:	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13						FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	CLASS S SHARES			AMOUNTS			CLASS S SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES		AMOUNTS
Sold		931,070		$	10,351,280			499,715		$	5,332,565			87,965		$	1,001,032			119,105	$	1,262,534
Reinvested		70,763			779,436			20,543			218,943			11,850			130,733			2,815		30,134
Repurchased		(170,855	)		(1,879,607	)		(98,054	)		(1,063,711	)		(29,935	)		(325,094	)		—		—
Total		830,978		$	9,251,109			422,204		$	4,487,797			69,880		$	806,671			121,920	$	1,292,668

At December 31, 2014, one shareholder account owned 341,673 shares of the Strategic Income Conservative Series (12.8% of the shares outstanding) valued at $3,529,480. Investment activities of this shareholder may have a material effect on the Series. No shareholder account owned more than 10% of the shares outstanding of the Strategic Income Moderate Series.

7. Financial Instruments

The Underlying Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Underlying Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the Underlying Series to close out their position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Underlying Series as of December 31, 2014.

8. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including losses deferred due to wash sales and distributions from the Underlying Series. 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 December 31, 2014, $63,217 and $88,501 was reclassified within the Strategic Income Conservative Series and Strategic Income Moderate Series capital accounts, respectively, from Accumulated Net Realized Gain on Investments to Distributions in Excess of Net Investment Income. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid for the years ended December 31, 2014 and December 31, 2013 was as follows:

	FOR THE YEAR ENDED 12/31/14				FOR THE YEAR ENDED 12/31/13
	STRATEGIC INCOME CONSERVATIVE SERIES		STRATEGIC INCOME MODERATE SERIES		STRATEGIC INCOME CONSERVATIVE SERIES		STRATEGIC INCOME MODERATE SERIES
Ordinary income	$	970,832	$	672,445	$	315,563	$	212,389
Long-term capital gain		380,245		276,284		24,779		48,849

22

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

At December 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:

	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
Cost for federal income tax purposes	$	28,438,810		$	18,078,363
Unrealized appreciation		99,619			129,069
Unrealized depreciation		(839,447	)		(580,131	)
Net unrealized depreciation	$	(739,828	)	$	(451,062	)
Undistributed ordinary income	$	85,831		$	52,820
Undistributed long-term capital gains	$	544,871		$	356,009

23

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of – Strategic Income Conservative Series and Strategic Income Moderate Series:

In our opinion, the accompanying statements of assets and liabilities 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 Strategic Income Conservative Series and Strategic Income Moderate Series (each a series of Manning & Napier Fund, Inc. hereafter collectively referred to as the “Series”) at December 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 December 31, 2014 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

24

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
Strategic Income Conservative Series	$	134,745
Strategic Income Moderate Series	$	153,143

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%
Strategic Income Conservative Series		10.26	%
Strategic Income Moderate Series		16.02	%

The Series designates Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2014 as follows:

Series	Long-Term Cap Gain Designation
Strategic Income Conservative Series	$	687,518
Strategic Income Moderate Series	$	433,868

25

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the advisor in incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

26

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

27

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:	69
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. (2000-2014)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	GMP Companies (2000-2011)
	Cytos Biotechnology Ltd. (2012-2014)

28

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:	80
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:	28
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

29

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:	47
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.

30

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33

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.

MNSTI-12/14-AR

Global Fixed Income 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. 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. 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

Global Fixed Income Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term total return by investing principally in fixed income securities of issuers located anywhere in the world. This Series provides access to a diversified portfolio of developed and emerging market bonds primarily consisting of government debt and investment grade corporate debt, bank debt, securitized/collateralized instruments, and money market securities. A substantial portion of its assets may be in high-yield, high-risk bonds. At least 40% of the portfolio will be invested in non-U.S. securities.

Performance Commentary

The Bank of America Merrill Lynch Global Broad Market Index returned 1.29% during 2014. The Global Fixed Income Series Class S provided modest gains as well, returning 0.53%, but slightly underperformed the benchmark on a relative basis.

Contributing to the relative performance shortfall during 2014 was the Series’ concentration in shorter duration securities relative to the benchmark. The downward shift in long-term interest rates during the year led to strong performance in longer maturity securities, where the Series’ exposure is limited due to the Advisor’s view of an unattractive upside relative to the risk of rising yields. While the Series’ shorter duration was a consistent headwind during 2014, the portfolio outperformed on a relative basis in the first, second, and third quarters. Weak fourth quarter relative returns were attributable to the Series’ overweight to Emerging Market securities relative to the benchmark. This was partially offset by positive contributions to fourth quarter relative performance from the Series’ underweight to yen and euro denominated bonds.

We believe divergent economic growth across global economies increases the likelihood that monetary policy among major central banks may diverge as well in 2015. This, along with geopolitical risks such as ongoing regional conflicts and European politics, may lead to bouts of volatility in financial markets. In light of the current environment, it is important that investors remain active, flexible, and selective in their approach in an attempt to avoid overvalued and risky areas of the market, something Manning & Napier has done for over 40 years.

The Advisor believes slow growth is the most likely path forward for the global economy. While it is possible that growth could be stronger than expected, several headwinds still exist. Nevertheless, the potential for interest rates to continue to rise presents a significant challenge to fixed income investors. In such an environment, the Advisor believes that an active approach to investment management is necessary to take advantage of opportunities where they exist while simultaneously managing risk. No matter the environment, the Advisor remains committed to helping its clients generate the absolute returns needed to achieve their long-term investment objectives.

Please see the next page for additional performance information as of December 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.

Performance for the Global Fixed Income Series Class S shares is provided above. Performance for the Global Fixed Income Series Class I shares may be higher or lower based on the Class’ underlying expenses.

All investments involve risks, including possible loss of principal. 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. Additionally, funds whose investments are concentrated in foreign countries may be subject to fluctuating currency values, different accounting standards, and economic and political instability.

2

Global Fixed Income Series

Performance Update as of December 31, 2014

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31,  2014
	ONE YEAR1			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Global Fixed Income Series - Class S3,4		0.53	%		0.43	%
Manning & Napier Fund, Inc. - Global Fixed Income Series - Class I3		0.57	%		0.53	%
Bank of America (BofA) Merrill Lynch Global Broad Market Index5		1.29	%		5.13	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Global Fixed Income Series -Class I from its inception² (October 1, 2012) to present (December 31, 2014) to the BofA Merrill Lynch Global Broad Market 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 October 1, 2012, the 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 December 31, 2014, this net expense ratio was 0.85% for Class S and 0.70% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.86% for Class S and 0.72% for Class I for the year ended December 31, 2014.

⁴For periods prior to April 1, 2013 (the inception date of 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 Bank of America (BofA) Merrill Lynch Global Broad Market Index is a capitalization-weighted index that tracks the performance of publicly issued debt in the major domestic and eurobond markets, including sovereign, quasi-government, corporate, securitized and collateralized securities. The Index is rebalanced on the last calendar day of each month and only includes investment-grade securities with maturities of at least one year and a fixed coupon schedule. Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg.

3

Global Fixed Income 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 (July 1, 2014 to December 31, 2014).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The Hypothetical lines of the table below provides information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in 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 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            7/1/14	ENDING  ACCOUNT VALUE            12/31/14	EXPENSES PAID  DURING PERIOD*            7/1/14-12/31/14	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$952.60	$4.18	0.85%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.92	$4.33	0.85%
Class I
Actual	$1,000.00	$976.05	$3.49	0.70%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.68	$3.57	0.70%

*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. The Class’ total return would have been lower had certain expenses not been waived during the period.

4

Global Fixed Income Series

Portfolio Composition as of December 31, 2014

(unaudited)

5

Global Fixed Income Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS - 45.5%
Non-Convertible Corporate Bonds - 45.5%
Consumer Discretionary - 4.8%
Auto Components - 0.3%
Delphi Corp., 5.00%, 2/15/2023		Baa3		400,000	$	426,992
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.875%, 2/1/2022		Ba3		250,000		251,094
						678,086
Automobiles - 0.8%
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		Baa3		1,615,000		1,754,775
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		Baa3		275,000		340,631
						2,095,406
Diversified Consumer Services - 0.5%
Block Financial LLC, 5.50%, 11/1/2022		Baa2		1,165,000		1,279,996
Hotels, Restaurants & Leisure - 0.4%
International Game Technology, 7.50%, 6/15/2019		Baa2		1,000,000		1,082,886
Household Durables - 1.0%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)3, 6.125%, 7/1/2022		B2		160,000		166,400
Newell Rubbermaid, Inc., 2.875%, 12/1/2019		Baa3		400,000		400,150
NVR, Inc., 3.95%, 9/15/2022		Baa2		1,280,000		1,312,893
Tupperware Brands Corp., 4.75%, 6/1/2021		Baa3		590,000		631,563
						2,511,006
Media - 1.3%
21st Century Fox America, Inc., 6.90%, 3/1/2019		Baa1		325,000		383,224
Cogeco Cable, Inc. (Canada)3, 4.875%, 5/1/2020		BB4		330,000		330,000
Columbus International, Inc. (Barbados)3, 7.375%, 3/30/2021		B2		250,000		260,000
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		Baa2		835,000		923,300
Discovery Communications LLC, 5.05%, 6/1/2020		Baa2		320,000		351,561
Sirius XM Radio, Inc.3, 4.25%, 5/15/2020		B1		170,000		167,450
Time Warner, Inc., 4.75%, 3/29/2021		Baa2		770,000		840,360
						3,255,895
Multiline Retail - 0.1%
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		Baa2		350,000		339,879
Specialty Retail - 0.1%
The TJX Companies, Inc., 2.75%, 6/15/2021		A3		400,000		402,501
Textiles, Apparel & Luxury Goods - 0.3%
VF Corp., 5.95%, 11/1/2017		A3		625,000		703,731
Total Consumer Discretionary						12,349,386

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

6

Global Fixed Income Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples - 1.1%
Beverages - 0.4%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		A2		350,000	$	423,934
Pernod-Ricard S.A. (France)3, 5.75%, 4/7/2021		Baa3		350,000		402,037
SABMiller plc (United Kingdom)3, 6.50%, 7/15/2018		Baa1		200,000		228,333
						1,054,304
Food & Staples Retailing - 0.4%
C&S Group Enterprises LLC3, 5.375%, 7/15/2022		B1		250,000		248,125
KeHE Distributors LLC - KeHE Finance Corp.3, 7.625%, 8/15/2021		B3		500,000		531,250
Shearer’s Foods LLC - Chip Finance Corp.3, 9.00%, 11/1/2019		B1		250,000		272,500
						1,051,875
Food Products - 0.2%
Pinnacle Operating Corp.3, 9.00%, 11/15/2020		Caa1		380,000		391,400
Household Products - 0.1%
Energizer Holdings, Inc., 4.70%, 5/19/2021		Baa3		375,000		389,106
Total Consumer Staples						2,886,685
Energy - 3.6%
Energy Equipment & Services - 1.0%
Baker Hughes, Inc., 7.50%, 11/15/2018		A2		575,000		686,342
Calfrac Holdings LP (Canada)3, 7.50%, 12/1/2020		B1		240,000		202,800
Parker Drilling Co., 6.75%, 7/15/2022		B1		250,000		187,500
Schlumberger Oilfield plc3, 4.20%, 1/15/2021		Aa3		560,000		607,589
Seventy Seven Operating LLC, 6.625%, 11/15/2019		Ba3		155,000		117,800
Weatherford International Ltd., 9.625%, 3/1/2019		Baa3		675,000		800,604
						2,602,635
Oil, Gas & Consumable Fuels - 2.6%
CNOOC Nexen Finance 2014 ULC (China), 1.625%, 4/30/2017		Aa3		400,000		398,047
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021		B3		375,000		202,500
EOG Resources, Inc., 2.625%, 3/15/2023		A3		490,000		469,865
Ithaca Energy, Inc. (United Kingdom)3, 8.125%, 7/1/2019		Caa1		250,000		188,750
Kinder Morgan, Inc., 7.00%, 6/15/2017		Baa3		500,000		551,250
Petrobras Global Finance B.V. (Brazil)5, 1.852%, 5/20/2016		Baa2		1,400,000		1,326,500
Petrobras International Finance Co. S.A. (Brazil), 3.875%, 1/27/2016		Baa2		1,200,000		1,177,560
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018		A3		350,000		378,000
Petroleos Mexicanos (Mexico), 8.00%, 5/3/2019		A3		800,000		946,000
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		Ba3		250,000		245,625
Talisman Energy, Inc. (Canada), 3.75%, 2/1/2021		Baa3		600,000		580,220
						6,464,317
Total Energy						9,066,952

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

7

Global Fixed Income Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials - 24.9%
Banks - 10.6%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)5, 9.00%, 5/29/2049		WR6			400,000	$	428,000
Banco Santander S.A. (Spain), 4.00%, 4/7/2020		A1		EUR	100,000		142,816
Banco Santander S.A. (Spain)5, 6.375%, 5/29/2049		Ba1			400,000		391,000
Bank of America Corp., 5.75%, 8/15/2016		Baa3			680,000		723,921
Bank of America Corp., 6.875%, 4/25/2018		Baa2			480,000		551,318
Bank of America Corp., 7.625%, 6/1/2019		Baa2			1,385,000		1,673,928
Barclays Bank plc (United Kingdom), 5.14%, 10/14/2020		Baa3			200,000		215,098
Barclays Bank plc (United Kingdom)3, 10.179%, 6/12/2021		Baa3			300,000		402,777
Barclays plc (United Kingdom)5, 6.625%, 6/29/2049		B	4		400,000		382,753
BBVA Bancomer S.A. (Mexico)3, 6.75%, 9/30/2022		Baa2			845,000		929,500
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		Baa2			1,455,000		1,493,940
BNP Paribas - BNP Paribas US Medium-Term Note Program LLC (France)3, 4.80%, 6/24/2015		Baa2			500,000		508,834
BNP Paribas Home Loan Covered Bonds S.A. (France), 3.75%, 4/20/2020		AAA	4	EUR	50,000		71,441
BPCE S.A. (France)5, 2.55%, 7/29/2049		Ba2			400,000		341,640
Citigroup, Inc., 8.50%, 5/22/2019		Baa2			2,710,000		3,376,842
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017		Aaa		AUD	1,680,000		1,452,384
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Netherlands)5, 8.40%, 11/29/2049		WR	6		100,000		109,500
HSBC Bank plc (United Kingdom)3, 1.50%, 5/15/2018		Aa3			500,000		494,548
HSBC Finance Corp., 6.676%, 1/15/2021		Baa2			350,000		415,260
HSBC USA Capital Trust I (United Kingdom)3, 7.808%, 12/15/2026		Baa1			100,000		100,817
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		Baa2			790,000		817,960
Intesa Sanpaolo S.p.A. (Italy)3, 6.50%, 2/24/2021		Baa2			350,000		404,899
JPMorgan Chase & Co., 6.30%, 4/23/2019		A3			820,000		952,492
Lloyds Bank plc (United Kingdom)3, 6.50%, 9/14/2020		Baa2			1,580,000		1,830,779
Lloyds Bank plc (United Kingdom)5, 9.875%, 12/16/2021		Baa3			250,000		286,875
National City Corp., 6.875%, 5/15/2019		Baa1			1,350,000		1,585,923
Popular, Inc., 7.00%, 7/1/2019		B2			500,000		500,000
Royal Bank of Canada (Canada), 3.18%, 3/16/2015		Aaa		CAD	2,140,000		1,848,693
Royal Bank of Canada (Canada), 3.77%, 3/30/2018		Aaa		CAD	1,995,000		1,823,335
Santander Bank N.A. (Spain), 8.75%, 5/30/2018		Baa2			300,000		357,301
Santander Holdings USA, Inc., 4.625%, 4/19/2016		Baa2			470,000		489,599
SunTrust Banks, Inc.5,9, 5.625%		Ba1			155,000		155,775
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017		Aaa		AUD	2,100,000		1,816,298
							27,076,246
Capital Markets - 4.1%
Goldman Sachs Capital II5,9, 4.00%		Ba2			400,000		294,000
The Goldman Sachs Group, Inc., 2.375%, 1/22/2018		Baa1			330,000		333,333
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		Baa1			1,790,000		2,009,130

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

8

Global Fixed Income Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
The Goldman Sachs Group, Inc.5, 1.332%, 11/15/2018		Baa1			1,680,000	$	1,696,462
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		Baa1			615,000		689,229
The Goldman Sachs Group, Inc., 5.25%, 7/27/2021		Baa1			550,000		620,764
The Goldman Sachs Group, Inc.5, 1.836%, 11/29/2023		Baa1			350,000		359,587
Morgan Stanley, 2.125%, 4/25/2018		Baa2			740,000		740,428
Morgan Stanley, 5.75%, 1/25/2021		Baa2			2,015,000		2,313,121
Scottrade Financial Services, Inc.3, 6.125%, 7/11/2021		Baa3			375,000		401,454
UBS AG (Switzerland)5, 7.25%, 2/22/2022		BBB	4		400,000		429,022
UBS AG (Switzerland), 7.625%, 8/17/2022		BBB	4		250,000		294,339
UBS AG (Switzerland)5, 4.75%, 5/22/2023		BBB	4		400,000		403,606
							10,584,475
Consumer Finance - 1.1%
Capital One Bank USA National Association, 2.15%, 11/21/2018		A3			950,000		945,041
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		A2			675,000		796,302
CNG Holdings, Inc.3, 9.375%, 5/15/2020		Caa1			500,000		330,000
Discover Bank, 4.20%, 8/8/2023		Baa3			320,000		335,786
Navient Corp., 6.125%, 3/25/2024		Ba3			500,000		491,250
							2,898,379
Diversified Financial Services - 2.8%
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		A3			380,000		437,969
CME Group, Inc., 3.00%, 9/15/2022		Aa3			660,000		670,717
General Electric Capital Corp., 5.30%, 2/11/2021		A2			500,000		570,994
General Electric Capital Corp.5, 0.612%, 5/5/2026		A1			855,000		794,748
General Electric Capital Corp.5,9, 7.125%		Baa1			585,000		680,794
ING Bank N.V. (Netherlands)3, 5.80%, 9/25/2023		Baa2			350,000		388,248
ING Bank N.V. (Netherlands)5, 4.125%, 11/21/2023		Baa2			400,000		406,430
Jefferies Finance LLC - JFIN Co-Issuer Corp.3, 7.375%, 4/1/2020		B1			500,000		465,000
Jefferies Group LLC, 8.50%, 7/15/2019		Baa3			1,765,000		2,115,000
Voya Financial, Inc., 2.90%, 2/15/2018		Baa3			370,000		378,789
Voya Financial, Inc., 5.50%, 7/15/2022		Baa3			270,000		304,996
							7,213,685
Insurance - 3.2%
Aegon N.V. (Netherlands)5, 2.168%, 7/29/2049		Baa1			435,000		374,796
American International Group, Inc., 6.40%, 12/15/2020		Baa1			400,000		476,988
American International Group, Inc., 4.875%, 6/1/2022		Baa1			1,875,000		2,106,270
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		Baa2			1,400,000		1,476,917
AXA S.A. (France)5, 2.663%, 8/29/2049		A3			425,000		377,188
First American Financial Corp., 4.30%, 2/1/2023		Baa3			565,000		565,984
Genworth Holdings, Inc.5, 6.15%, 11/15/2066		Ba1			600,000		369,000
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		Baa3			1,320,000		1,483,796

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

9

Global Fixed Income Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Insurance (continued)
Prudential Financial, Inc.5, 5.875%, 9/15/2042		Baa2		800,000	$	844,000
						8,074,939
Real Estate Investment Trusts (REITS) - 2.7%
BioMed Realty LP, 3.85%, 4/15/2016		Baa3		140,000		144,573
Corrections Corp. of America, 4.125%, 4/1/2020		Ba1		250,000		243,125
Digital Realty Trust LP, 5.875%, 2/1/2020		Baa2		1,110,000		1,241,509
Duke Realty LP, 3.75%, 12/1/2024		Baa2		500,000		505,905
DuPont Fabros Technology LP, 5.875%, 9/15/2021		Ba1		330,000		336,187
HCP, Inc., 6.70%, 1/30/2018		Baa1		865,000		985,088
Health Care REIT, Inc., 4.95%, 1/15/2021		Baa2		635,000		698,232
Hospitality Properties Trust, 6.70%, 1/15/2018		Baa2		350,000		386,730
Simon Property Group LP, 6.125%, 5/30/2018		A2		285,000		324,356
Simon Property Group LP, 10.35%, 4/1/2019		A2		1,125,000		1,471,487
UDR, Inc., 4.625%, 1/10/2022		Baa1		460,000		496,570
						6,833,762
Real Estate Management & Development - 0.2%
Forestar USA Real Estate Group, Inc.3, 8.50%, 6/1/2022		B2		250,000		243,750
Greystar Real Estate Partners LLC3, 8.25%, 12/1/2022		B2		155,000		157,713
						401,463
Thrifts & Mortgage Finance - 0.2%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		Ba3		575,000		592,250
Total Financials						63,675,199
Health Care - 1.8%
Biotechnology - 0.2%
Amgen, Inc., 2.20%, 5/22/2019		Baa1		400,000		398,319
Health Care Providers & Services - 1.3%
Aetna, Inc., 3.50%, 11/15/2024		Baa2		400,000		406,576
Express Scripts Holding Co., 4.75%, 11/15/2021		Baa3		500,000		551,777
FMC Finance VIII S.A. (Germany)3, 6.50%, 9/15/2018		Ba2		EUR 1,540,000		2,197,231
Kindred Escrow Corp. II3, 8.75%, 1/15/2023		B2		220,000		236,775
						3,392,359
Pharmaceuticals - 0.3%
Roche Holdings, Inc. (Switzerland)3, 6.00%, 3/1/2019		A1		725,000		837,365
Total Health Care						4,628,043
Industrials - 2.8%
Aerospace & Defense - 0.4%
DigitalGlobe, Inc.3, 5.25%, 2/1/2021		B1		500,000		475,000

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

10

Global Fixed Income Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Aerospace & Defense (continued)
L-3 Communications Corp., 3.95%, 11/15/2016		Baa3			400,000	$	417,359
							892,359
Airlines - 0.6%
Allegiant Travel Co., 5.50%, 7/15/2019		B1			370,000		376,475
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B3, 6.375%, 1/2/2016		Ba1			625,000		650,000
Gol LuxCo S.A. (Brazil)3, 8.875%, 1/24/2022		B	4		230,000		216,200
Southwest Airlines Co., 2.75%, 11/6/2019		Baa2			400,000		401,840
							1,644,515
Commercial Services & Supplies - 0.1%
Modular Space Corp.3, 10.25%, 1/31/2019		B3			250,000		216,250
Construction & Engineering - 0.1%
Abengoa Finance S.A.U. (Spain)3, 7.75%, 2/1/2020		B2			300,000		264,750
Machinery - 0.4%
CNH Industrial Capital LLC, 3.875%, 11/1/2015		Ba1			660,000		663,300
Joy Global, Inc., 5.125%, 10/15/2021		Baa2			415,000		453,408
							1,116,708
Trading Companies & Distributors - 1.2%
Air Lease Corp., 3.375%, 1/15/2019		BBB	4		1,150,000		1,164,375
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		B2			250,000		252,500
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		B2			240,000		236,400
International Lease Finance Corp., 5.75%, 5/15/2016		Ba2			250,000		259,375
International Lease Finance Corp.5, 2.191%, 6/15/2016		Ba2			750,000		749,063
International Lease Finance Corp., 8.75%, 3/15/2017		Ba2			380,000		420,850
							3,082,563
Total Industrials							7,217,145
Information Technology - 2.0%
Internet Software & Services - 0.3%
Alibaba Group Holding Ltd. (China)3, 2.50%, 11/28/2019		A1			250,000		246,629
Tencent Holdings Ltd. (China)3, 3.375%, 5/2/2019		A3			400,000		406,575
							653,204
IT Services - 0.1%
Xerox Corp., 2.80%, 5/15/2020		Baa2			400,000		392,919
Semiconductors & Semiconductor Equipment - 0.7%
KLA-Tencor Corp., 4.125%, 11/1/2021		Baa2			885,000		906,534
Xilinx, Inc., 3.00%, 3/15/2021		A3			850,000		848,365
							1,754,899

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

11

Global Fixed Income Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Technology Hardware, Storage & Peripherals - 0.9%
Apple, Inc., 2.40%, 5/3/2023		Aa1		100,000	$	97,200
EMC Corp., 2.65%, 6/1/2020		A1		795,000		791,174
Hewlett-Packard Co.5, 1.193%, 1/14/2019		Baa1		1,385,000		1,361,303
						2,249,677
Total Information Technology						5,050,699
Materials - 2.4%
Chemicals - 0.7%
Consolidated Energy Finance S.A. (Trinidad-Tobago)3, 6.75%, 10/15/2019		B2		235,000		229,713
The Dow Chemical Co., 8.55%, 5/15/2019		Baa2		700,000		870,272
Eastman Chemical Co., 2.70%, 1/15/2020		Baa2		550,000		553,121
LyondellBasell Industries N.V., 5.00%, 4/15/2019		Baa1		200,000		218,153
The Mosaic Co., 4.25%, 11/15/2023		Baa1		100,000		105,519
						1,976,778
Containers & Packaging - 0.2%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)3,5, 3.241%, 12/15/2019		Ba3		500,000		482,500
Metals & Mining - 1.2%
ArcelorMittal (Luxembourg), 10.35%, 6/1/2019		Ba1		215,000		259,613
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		A1		580,000		681,709
Essar Steel Algoma, Inc. (Canada)3, 9.50%, 11/15/2019		Ba3		130,000		130,975
Freeport-McMoRan, Inc., 3.10%, 3/15/2020		Baa3		470,000		457,185
Lundin Mining Corp. (Canada)3, 7.875%, 11/1/2022		Ba2		245,000		245,000
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		A3		360,000		370,008
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.3, 7.375%, 2/1/2020		B1		250,000		259,687
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		Baa2		645,000		628,680
						3,032,857
Paper & Forest Products - 0.3%
Domtar Corp., 4.40%, 4/1/2022		Baa3		500,000		513,188
Georgia-Pacific LLC3, 3.163%, 11/15/2021		Baa1		200,000		201,195
						714,383
Total Materials						6,206,518
Telecommunication Services - 1.5%
Diversified Telecommunication Services - 0.6%
Inmarsat Finance plc (United Kingdom)3, 4.875%, 5/15/2022		Ba2		245,000		242,550
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		Baa2		1,200,000		1,328,516
						1,571,066

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

12

Global Fixed Income Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2 / SHARES		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services - 0.9%
Altice Financing S.A. (Luxembourg)3, 6.50%, 1/15/2022		B1			535,000	$	522,963
America Movil S.A.B. de C.V. (Mexico), 5.00%, 3/30/2020		A2			990,000		1,091,713
SBA Tower Trust3, 3.598%, 4/15/2018		Baa3			500,000		501,223
Sixsigma Networks Mexico S.A. de C.V. (Mexico)3, 8.25%, 11/7/2021		B1			200,000		202,900
							2,318,799
Total Telecommunication Services							3,889,865
Utilities - 0.6%
Electric Utilities - 0.1%
Abengoa Yield plc (Spain)3, 7.00%, 11/15/2019		WR	6		200,000		197,000
Gas Utilities - 0.2%
National Fuel Gas Co., 3.75%, 3/1/2023		Baa2			400,000		404,576
Independent Power and Renewable Electricity Producers - 0.3%
ContourGlobal Power Holdings S.A. (France)3, 7.125%, 6/1/2019		B3			250,000		250,000
RJS Power Holdings LLC3, 5.125%, 7/15/2019		B1			530,000		523,375
							773,375
Total Utilities							1,374,951
TOTAL CORPORATE BONDS
(Identified Cost $118,443,656)							116,345,443
PREFERRED STOCKS - 0.0%*
Financials - 0.0%*
Insurance - 0.0%*
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%7 (Identified Cost $99,250)		Ba1			1,000		100,000
COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.7%
Fannie Mae Interest Strip, Series 398, Class C3 (IO), 4.50%, 5/25/2039 .		WR	6		1,550,186		202,030
Fannie Mae Interest Strip, Series 409, Class C15 (IO), 4.00%, 11/25/2039		WR	6		2,495,416		446,081
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)5, 1.564%, 10/25/2021		WR	6		4,131,688		353,718
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)5, 0.226%, 4/25/2023		Aaa			23,635,646		371,387
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)5, 1.577%, 10/25/2018		Aaa			6,094,888		318,019
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $1,951,798)							1,691,235

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

13

Global Fixed Income Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)			PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
FOREIGN GOVERNMENT BONDS - 43.7%
Australia Government Bond (Australia), 4.50%, 4/15/2020		Aaa		AUD	600,000	$	542,757
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2019		Baa2		BRL	10,200,000		3,544,863
Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019		Baa2			400,000		504,000
Canada Housing Trust No. 1 (Canada)3, 4.10%, 12/15/2018		Aaa		CAD	2,485,000		2,351,617
Canadian Government Bond (Canada), 1.50%, 9/1/2017		Aaa		CAD	13,000,000		11,313,737
Chile Government International Bond (Chile), 5.50%, 8/5/2020		Aa3		CLP	700,000,000		1,212,341
Indonesia Treasury Bond (Indonesia), 7.875%, 4/15/2019		Baa3		IDR	80,000,000,000		6,499,798
Ireland Government Bond (Ireland), 5.00%, 10/18/2020		Baa1		EUR	1,340,000		2,028,785
Ireland Government Bond (Ireland), 3.90%, 3/20/2023		Baa1		EUR	400,000		590,431
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022		Baa2		EUR	2,835,000		4,403,391
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022		Baa2		EUR	4,410,000		6,862,088
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016		A1		JPY	530,700,000		4,458,895
Korea Treasury Bond (South Korea), 4.50%, 3/10/2015		Aa3		KRW	5,790,000,000		5,289,921
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016		Aa3		KRW	2,400,000,000		2,203,144
Malaysia Government Bond (Malaysia), 3.172%, 7/15/2016		WR	6	MYR	29,570,000		8,405,026
Mexican Government Bond (Mexico), 6.00%, 6/18/2015		A3		MXN	625,000		42,924
Mexican Government Bond (Mexico), 8.00%, 12/17/2015		A3		MXN	21,454,000		1,518,387
Mexican Government Bond (Mexico), 6.25%, 6/16/2016		A3		MXN	15,000,000		1,054,692
Mexican Government Bond (Mexico), 7.25%, 12/15/2016		A3		MXN	33,570,000		2,427,024
Mexican Government Bond (Mexico), 5.00%, 6/15/2017		A3		MXN	51,500,000		3,570,350
Mexican Government Bond (Mexico), 7.75%, 12/14/2017		A3		MXN	28,000,000		2,072,635
Mexican Government Bond (Mexico), 8.00%, 6/11/2020		A3		MXN	57,500,000		4,386,536
Mexican Government Bond (Mexico), 6.50%, 6/10/2021		A3		MXN	21,000,000		1,494,834
Mexican Government Bond (Mexico), 6.50%, 6/9/2022		A3		MXN	34,000,000		2,416,212
Mexican Government Bond (Mexico), 7.75%, 5/29/2031		A3		MXN	6,500,000		500,389
Russian Foreign Bond - Eurobond (Russia)3, 5.00%, 4/29/2020		Baa2			1,000,000		929,750
Singapore Government Bond (Singapore), 2.50%, 6/1/2019		Aaa		SGD	4,515,000		3,558,867
Spain Government Bond (Spain), 4.50%, 1/31/2018		Baa2		EUR	1,415,000		1,913,341
Spain Government Bond (Spain), 4.00%, 4/30/2020		Baa2		EUR	2,740,000		3,843,639
Spain Government Bond (Spain)3, 5.40%, 1/31/2023		Baa2		EUR	3,755,000		5,942,179
United Kingdom Gilt (United Kingdom), 2.00%, 1/22/2016		Aa1		GBP	4,750,000		7,528,148
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017		Aa1		GBP	2,435,000		3,827,799
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018		Aa1		GBP	2,610,000		4,603,622
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $117,079,130)							111,842,122

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

14

Global Fixed Income Series

Investment Portfolio - December 31, 2014

	CREDIT RATING1 (UNAUDITED)		PRINCIPAL AMOUNT 2 / SHARES		VALUE   (NOTE 2)
MUNICIPAL BONDS - 0.6%
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2022
(Identified Cost $1,533,765)		B1		1,650,000	$	1,442,545
MUTUAL FUND - 0.1%
iShares iBoxx $ High Yield Corporate Bond ETF
(Identified Cost $299,593)				3,250		291,200
U.S. GOVERNMENT AGENCIES - 3.0%
Mortgage-Backed Securities - 3.0%
Fannie Mae, Pool #735500, 5.50%, 5/1/2035				1,356,952		1,524,151
Freddie Mac, Pool #J14406, 3.50%, 2/1/2026				1,865,506		1,972,161
Freddie Mac, Pool #Z50018, 3.50%, 7/1/2026				1,809,460		1,912,969
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038				2,045,675		2,289,138
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $7,500,196)						7,698,419
SHORT-TERM INVESTMENT - 5.1%
Dreyfus Cash Management, Inc. - Institutional Shares8, 0.03%,
(Identified Cost $13,086,570)				13,086,570		13,086,570
TOTAL INVESTMENTS - 98.7%
(Identified Cost $259,993,958)						252,497,534
OTHER ASSETS, LESS LIABILITIES - 1.3%						3,218,964
NET ASSETS - 100%					$	255,716,498

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CLP - Chilean Peso

ETF - Exchange Traded Fund

EUR - Euro

GBP - British Pound

IO - Interest only

IDR - Indonesian Rupiah

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

SGD - Singapore Dollar

*Less than 0.1%.

¹Credit ratings from Moody’s (unaudited).

²Amount is stated in USD unless otherwise noted.

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $29,614,355 or 11.6% of the Series’ net assets as of December 31, 2014 (see Note 2 to the financial statements).

⁴Credit ratings from S&P (unaudited).

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

15

Global Fixed Income Series

Investment Portfolio - December 31, 2014

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

⁶Credit rating has been withdrawn. As of December 31, 2014, there is no rating available (unaudited).

⁷The rate shown is a fixed rate as of December 31, 2014; the rate becomes floating, based on LIBOR plus a spread, in 2015.

⁸Rate shown is the current yield as of December 31, 2014.

⁹Security is perpetual in nature and has no stated maturity date.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United States 35.1%.

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.

16

Global Fixed Income Series

Statement of Assets and Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $259,993,958) (Note 2)	$	252,497,534
Interest receivable		2,741,376
Receivable for fund shares sold		785,226
Foreign tax reclaims receivable		23,697
Dividends receivable		361
Prepaid expenses		1,552
TOTAL ASSETS		256,049,746
LIABILITIES:
Accrued management fees (Note 3)		115,126
Accrued shareholder services fees (Class S) (Note 3)		28,282
Accrued fund accounting and administration fees (Note 3)		16,401
Accrued foreign capital gains tax (Note 2)		7,923
Accrued transfer agent fees (Note 3)		3,757
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for fund shares repurchased		93,267
Audit fees payable		22,912
Other payables and accrued expenses		45,173
TOTAL LIABILITIES		333,248
TOTAL NET ASSETS	$	255,716,498
NET ASSETS CONSIST OF:
Capital stock	$	263,986
Additional paid-in-capital		263,442,212
Distributions in excess of net investment income		(135,001	)
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(281,887	)
Net unrealized depreciation on investments (net of foreign capital gains tax of $7,923), foreign currency and translation of other assets and liabilities		(7,572,812	)
TOTAL NET ASSETS	$	255,716,498
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($208,841,987/21,563,609 shares)	$	9.68
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($46,874,511/4,834,969 shares)	$	9.69

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

17

Global Fixed Income Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Interest (net of foreign withholding tax of $58,072)	$	7,662,680
Dividends		9,108
Total Investment Income		7,671,788
EXPENSES:
Management fees (Note 3)		1,529,457
Shareholder services fees (Class S) (Note 3)		313,757
Fund accounting and administration fees (Note 3)		89,777
Transfer agent fees (Note 3)		15,307
Directors’ fees (Note 3)		4,057
Chief Compliance Officer service fees (Note 3)		3,160
Custodian fees		44,702
Miscellaneous		136,394
Total Expenses		2,136,611
Less reduction of expenses (Note 3)		(45,852	)
Net Expenses		2,090,759
NET INVESTMENT INCOME		5,581,029
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on-
Investments		2,541,296
Foreign currency and translation of other assets and liabilities		872,480
		3,413,776
Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $6,653)		(7,963,373	)
Foreign currency and translation of other assets and liabilities		(114,663	)
		(8,078,036	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(4,664,260	)
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	916,769

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

18

Global Fixed Income Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 12/31/14			FOR THE YEAR ENDED 12/31/13
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	5,581,029		$	3,461,504
Net realized gain (loss) on investments and foreign currency		3,413,776			(3,553,396	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(8,078,036	)		463,716
Net increase from operations		916,769			371,824
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(5,045,777	)		(1,644,869	)
From net investment income (Class I)		(1,197,071	)		(332,504	)
From net realized gain on investments (Class S)		(928,775	)		(17,547	)
From net realized gain on investments (Class I)		(209,576	)		(2,992	)
Total distributions to shareholders		(7,381,199	)		(1,997,912	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		30,131,263			228,569,470
Net increase in net assets		23,666,833			226,943,382
NET ASSETS:
Beginning of year		232,049,665			5,106,283
End of year (including distributions in excess of net investment income of $135,001 and $271,361, respectively)	$	255,716,498		$	232,049,665

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

19

Global Fixed Income Series

Financial Highlights - Class S

	FOR THE YEAR ENDED			FOR THE PERIOD
	12/31/14			4/1/131 TO 12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.92		$	10.00
Income (loss) from investment operations:
Net investment income2		0.22			0.16
Net realized and unrealized gain (loss) on investments		(0.18	)		(0.16	)
Total from investment operations		0.04			0.00
Less distributions to shareholders:
From net investment income		(0.24	)		(0.08	)
From net realized gain on investments		(0.04	)		—	3
Total distributions to shareholders		(0.28	)		(0.08	)
Net asset value - End of period	$	9.68		$	9.92
Net assets - End of period (000’s omitted)	$	208,842		$	196,860
Total return4		0.42	%		0.07	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85	%		0.85	%5
Net investment income		2.16	%		2.16	%5
Portfolio turnover		40	%		51	%
*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:
		0.01	%		0.00	%5,6

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

⁴Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the periods. Periods less than one year are not annualized.

⁵Annualized.

⁶Less than 0.01%.

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

20

Global Fixed Income Series

Financial Highlights - Class I

	FOR THE YEARS ENDED						FOR THE PERIOD 10/1/121 TO 12/31/12
	12/31/14			12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.93		$	10.09		$	10.00
Income (loss) from investment operations:
Net investment income2		0.23			0.23			0.04
Net realized and unrealized gain (loss) on investments		(0.17	)		(0.26	)		0.05
Total from investment operations		0.06			(0.03	)		0.09
Less distributions to shareholders:
From net investment income		(0.26	)		(0.13	)		—	3
From net realized gain on investments		(0.04	)		—	3		—	3
Total distributions to shareholders		(0.30	)		(0.13	)		—	3
Net asset value - End of period	$	9.69		$	9.93		$	10.09
Net assets - End of period (000’s omitted)	$	46,875		$	35,190		$	5,106
Total return4		0.57	%		(0.32	%)		0.95	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%		0.70	%		0.70	%5
Net investment income		2.31	%		2.32	%		1.60	%5
Portfolio turnover		40	%		51	%		4	%
*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:
		0.02	%		0.11	%		4.08	%5

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

⁴Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived during the periods. Periods less than one year are not annualized.

⁵Annualized.

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

21

Global Fixed Income Series

Notes to Financial Statements

1. Organization

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

The Series’ investment objective is to provide long-term total return by investing principally in fixed income securities of issuers located anywhere in the world.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same except the Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated as Global Fixed Income Series Class S common stock, and 100 million designated as Global Fixed Income Series Class I common stock.

2. Significant Accounting Policies

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.

Debt securities, including government bonds, foreign bonds, asset-backed securities, structured notes, supranational obligations, sovereign bonds, corporate bonds and mortgage-backed securities will normally be valued on the basis of evaluated bid prices provided directly by an independent pricing service. The pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

Municipal securities will normally be valued on the basis of market valuations provided by an independent pricing service that utilizes the latest price quotations and a matrix system (which considers such factors as security prices of similar securities, yields, maturities and ratings).

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

22

Global Fixed Income Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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.

The following is a summary of the valuation levels used for major security types as of December 31, 2014 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Preferred securities:
Financials	$	100,000	$	100,000	$	—	$	—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		7,698,419		—		7,698,419		—
States and political subdivisions (municipals)		1,442,545		—		1,442,545		—
Corporate debt:
Consumer Discretionary		12,349,386		—		12,349,386		—
Consumer Staples		2,886,685		—		2,886,685		—
Energy		9,066,952		—		9,066,952		—
Financials		63,675,199		—		63,675,199		—
Health Care		4,628,043		—		4,628,043		—
Industrials		7,217,145		—		7,217,145		—
Information Technology		5,050,699		—		5,050,699		—
Materials		6,206,518		—		6,206,518		—
Telecommunication Services		3,889,865		—		3,889,865		—
Utilities		1,374,951		—		1,374,951		—
Commercial mortgage-backed securities		1,691,235		—		1,691,235		—
Foreign government bonds		111,842,122		—		111,842,122		—
Mutual funds		13,377,770		13,377,770		—		—
Total assets	$	252,497,534	$	13,477,770	$	239,019,764	$	—

There were no Level 3 securities held by the Series as of December 31, 2013 or December 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 December 31, 2014.

23

Global Fixed Income Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses

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

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

Securities Purchased on a When-Issued Basis or Forward Commitment

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on December 31, 2014.

In connection with its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series on December 31, 2014.

Restricted Securities

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

24

Global Fixed Income Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Illiquid Securities

A security may be considered illiquid if so deemed in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board. Securities that are illiquid are marked with the applicable footnote on the Investment Portfolio. No such investments were held by the Series at December 31, 2014.

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 December 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 period ended December 31, 2012 and the years ended December 31, 2013 through December 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. The Series is subject to a tax imposed on short term capital gains on securities of issuers domiciled in India. The Series records an estimated deferred tax liability for securities that have been held for less than a year at the end of the reporting period, assuming those positions were disposed of at the end of the period. This amount is reported in Accrued foreign capital gains tax in the accompanying Statement of Assets and Liabilities. Realized losses on the sale of securities of issuers domiciled in India can be carried forward for eight years to offset potential future short term realized capital gains.

Distributions of Income and Gains

Distributions to shareholders of net investment income 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.

25

Global Fixed Income 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 0.60% 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 Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.15% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 2016, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of Class S’s shareholder services fee, at no more than 0.70% of average daily net assets each year. For the year ended December 31, 2014, the Advisor voluntarily waived fees of $45,852, 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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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

26

Global Fixed Income Series

Notes to Financial Statements (continued)

4. Purchases and Sales of Securities

For the year ended December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $122,792,892 and $95,486,507, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $2,213,599 and $0, respectively.

5. Capital Stock Transactions

Transactions in shares of Class S and I shares of Global Fixed Income Series were:

CLASS S	FOR THE YEAR ENDED 12/31/14						FOR THE PERIOD 4/1/13 (COMMENCEMENT OF OPERATIONS) TO 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,714,749		$	27,373,610			20,636,785		$	205,952,679
Reinvested		576,221			5,722,647			163,630			1,596,797
Repurchased		(1,580,241	)		(15,952,388	)		(947,535	)		(9,321,682	)
Total		1,710,729		$	17,143,869			19,852,880		$	198,227,794
CLASS I	FOR THE YEAR ENDED 12/31/14						FOR THE YEAR ENDED 12/31/13
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,341,255		$	13,538,946			3,262,518		$	32,499,913
Reinvested		141,458			1,406,647			34,278			335,496
Repurchased		(193,197	)		(1,958,199	)		(257,351	)		(2,493,733	)
Total		1,289,516		$	12,987,394			3,039,445		$	30,341,676

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

6. Financial Instruments

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

27

Global Fixed Income Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

and losses and qualified late-year 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 December 31, 2014, amounts were reclassified within the capital accounts to decrease Additional Paid in Capital by $54,424, reduce Accumulated Net Realized Loss on Investments by $743,755 and increase Distributions in Excess of Net Investment Income by $798,179.

The tax character of distributions paid were as follows:

	FOR THE YEAR		FOR THE YEAR
	ENDED 12/31/14		ENDED 12/31/13
Ordinary income	$	6,243,524	$	1,987,070
Long-term capital gains		1,137,675		10,841

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

Cost for federal income tax purposes	$	259,993,958
Unrealized appreciation		5,642,790
Unrealized depreciation		(13,139,214	)
Net unrealized depreciation	$	(7,496,424	)
Qualified late-year losses1	$	416,888

¹Late-year ordinary losses and net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Series’ next taxable year. For the year ended December 31, 2014, the Series deferred to January 1, 2015, late year ordinary losses of $135,001, late year short-term ordinary losses of $37,781 and late year long-term ordinary losses of $244,106.

The capital loss carryover utilized in the current year was $1,699,067.

28

Global Fixed Income Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Global Fixed Income 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 Global Fixed Income Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 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 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 December 31, 2014 by correspondence with the custodian, provide a reasonable basis for our opinion.

New York, New York

February 19, 2015

29

Global Fixed Income 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.

The Series has elected to pass through to its shareholders the foreign taxes paid for the year ended December 31, 2014. The Series had $4,865,859 in foreign source income and paid foreign taxes of $72,000.

The Series designates $1,194,559 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

30

Global Fixed Income Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 18, 2014, the Investment Advisory Agreement (the “Agreement”) between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) was considered by the Board for renewal. In connection with the decision whether to renew the Agreement, a variety of material was prepared for and considered by the Board.

Representatives of the Advisor attended the meeting and presented additional oral and written information to the Board to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the Board’s 2014 Annual consideration of the Agreement and the conclusions made by the Directors when determining to continue the Agreement.

• The Board considered the services provided by the Advisor under the Agreement including, among others: deciding what securities to purchase and sell for each Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or sub-transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements) and reports to shareholders for the Fund. The Board also considered the nature and quality of such services provided under the Agreement in light of the Advisor’s services provided to the Fund for 28 years. The Board discussed the quality of these services with representatives from the Advisor and concluded that the Advisor was performing its services to the Fund required under the Agreement in a reasonable manner.

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

• The Board considered the costs of the Advisor’s services and the profits of the Advisor as they relate to the Advisor’s services to the Fund under the Agreement. In reviewing the Advisor’s costs and profits, the Board discussed the Advisor’s revenues generated from the Fund (on both an actual and adjusted basis) and its expenses associated with providing the services under the Agreement. In addition, the Board reviewed the Advisor’s expenses associated with Fund activities outside of the Agreement (such as expense reimbursements pursuant to expense caps and payments made by the Advisor to third party platforms on which shares of the Fund are available for purchase). It was noted by representatives of the Advisor that 20 of the 36 active Series of the Fund are currently experiencing expenses above the capped expense ratios and thus the Advisor is incurring those expenses over the caps. After discussing the above costs and profits, the Board concluded that the Advisor’s profitability relating to its services provided under the Agreement was reasonable.

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

31

Global Fixed Income Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. The Board reviewed the broker-dealers who provided research to the Advisor and the products and services paid for, in whole or in part, using soft dollar commissions. Given the level of soft dollar transactions involving the Fund, the Board concluded that these additional benefits to the Advisor were reasonable.

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

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

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

32

Global Fixed Income 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:	69
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. (2000-2014)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	GMP Companies (2000-2011)
	Cytos Biotechnology Ltd. (2012-2014)

33

Global Fixed Income 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:	80
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:	28
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

34

Global Fixed Income 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:	47
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.

35

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36

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37

Global Fixed Income Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 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.

MNGFI-12/14-AR

Dynamic Opportunities 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. 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.

Sincerely,

Manning & Napier Advisors, LLC

1

Dynamic Opportunities Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term growth.

Performance Commentary

The Russell Midcap^® Growth Index (Russell Midcap Growth) returned positive absolute returns of 11.90% during 2014. The Dynamic Opportunities Series Class S also provided positive absolute returns of 1.93%, but trailed the benchmark on a relative basis.

The Series’ underperformance relative to the Russell Midcap Growth benchmark during the year was driven by stock selection. Specifically, stock selection in Consumer Discretionary, Industrials, and Health Care challenged relative returns.

Offsetting a portion of the relative performance weakness were positive contributions to relative returns from stock selection in Consumer Staples and Information Technology. The Series’ underweight to Energy as compared to the benchmark also aided relative returns as Energy was the weakest performing area within the benchmark during the year and the only sector to experience negative absolute returns. A steep decline in global oil prices during the year’s second half exerted downward pressure across the sector.

Regarding current portfolio positioning, the Series’ investments are concentrated in companies that we believe possess growth drivers that are not heavily reliant upon the pace of expansion in broader domestic or global economies. As slow growth persists around the world, we believe the most attractive return potential exists in companies that have control of their destiny and can successfully grow revenues and earnings substantially quicker than GDP. Specifically we are looking for innovative companies with the ability to disrupt their competitive environment. Businesses that generate growth by creating new markets, by expanding existing markets, or through share gains at the expense of rivals represent compelling investment opportunities, provided that valuations are reasonable relative to growth potential.

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 can 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. Shareholders should expect us to pursue areas 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 December 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.

Performance for the Dynamic Opportunities Series Class S shares is provided above. Performance for the Dynamic Opportunities Series Class I shares may be higher or lower based on the Class’ underlying expenses.

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, foreign investment risk, and the risk that the investment approach may not be successful. Stocks of small- and mid-cap companies may be subject to more abrupt or erratic market movements than the stocks of larger companies and may be less marketable than the stocks of larger companies. In addition, they may have limited product lines, markets, or financial resources, and they may depend on a small management group. As a result, they fail more often than larger companies. Funds that invest in foreign countries may be subject to the risks of adverse changes in foreign economic, political, regulatory and other conditions as well as risks related to the use of different financial standards. Investments in emerging markets may be more volatile than investments in more developed markets.

2

Dynamic Opportunities Series

Performance Update as of December 31, 2014

(unaudited)

	AGGREGATE TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			TOTAL RETURN SINCE INCEPTION2
Manning & Napier Fund, Inc. - Dynamic Opportunities Series - Class S3		1.93	%		1.93	%
Manning & Napier Fund, Inc. - Dynamic Opportunities Series - Class I3		2.13	%		2.13	%
Russell Midcap Growth Index4		11.90	%		11.90	%
Russell 2500 Growth Index5		7.05	%		7.05	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Dynamic Opportunities Series Class S from its inception² (December 31, 2013) to present (December 31, 2014) to the Russell Mid Cap Growth Index and the Russell 2500 Growth 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 the Indices are calculated from December 31, 2013, the Series 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 December 31, 2014, this net expense ratio was 1.07% for Class S and 0.88% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.07% for Class S and 0.88% for Class I for the year ended December 31, 2014.

⁴The Russell Midcap Growth Index measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values. The Index returns do not reflect any fees or expenses. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. The Index is denominated in U.S. dollars. Index returns provided by Bloomberg.

⁵The Russell 2500 Growth Index measures the performance of the small to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 companies with higher growth earning potential as defined by Russell’s leading style methodology. The Index returns do not reflect any fees or expenses. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. The Index is denominated in U.S. dollars. Index returns provided by Bloomberg.

3

Dynamic Opportunities 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 (July 1, 2014 to December 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 this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of each Class in the table below provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the 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               7/1/14	ENDING  ACCOUNT VALUE               12/31/14	EXPENSES PAID  DURING PERIOD*               7/1/14-12/31/14	ANNUALIZED               EXPENSE RATIO
Class S
Actual	$1,000.00	$1,003.20	$5.45	1.08%
Hypothetical
(5% return before expenses)	$1,000.00	$1,019.76	$5.50	1.08%
Class I
Actual	$1,000.00	$1,004.20	$4.50	0.89%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.72	$4.53	0.89%

*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. The Class’ total return would have been lower had certain expenses not been waived during the period.

4

Dynamic Opportunities Series

Portfolio Composition as of December 31, 2014

(unaudited)

5

Dynamic Opportunities Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 98.7%
Consumer Discretionary - 37.8%
Internet & Catalog Retail - 9.4%
Groupon, Inc.*		1,829,260	$	15,109,688
TripAdvisor, Inc.*		183,940		13,732,960
				28,842,648
Media - 12.2%
AMC Networks, Inc. - Class A*		284,530		18,144,478
Discovery Communications, Inc. - Class A*		343,060		11,818,417
Morningstar, Inc.		112,290		7,266,286
				37,229,181
Specialty Retail - 4.5%
Dick’s Sporting Goods, Inc.		274,040		13,606,086
Textiles, Apparel & Luxury Goods - 11.7%
Gildan Activewear, Inc. (Canada)		149,830		8,472,887
lululemon athletica, Inc.*		489,290		27,297,489
				35,770,376
Total Consumer Discretionary				115,448,291
Consumer Staples - 5.4%
Beverages - 2.6%
Monster Beverage Corp.*		74,250		8,044,987
Food Products - 2.8%
Keurig Green Mountain, Inc.		63,500		8,407,083
Total Consumer Staples				16,452,070
Energy - 4.6%
Oil, Gas & Consumable Fuels - 4.6%
Concho Resources, Inc.*		48,480		4,835,880
Continental Resources, Inc.*		124,360		4,770,450
Pioneer Natural Resources Co.		30,790		4,583,091
Total Energy				14,189,421
Financials - 6.2%
Capital Markets - 3.2%
Financial Engines, Inc.		267,070		9,761,408
Diversified Financial Services - 3.0%
MSCI, Inc.		190,650		9,044,436
Total Financials				18,805,844
Health Care - 19.7%
Biotechnology - 7.2%
BioMarin Pharmaceutical, Inc.*		153,220		13,851,088
Seattle Genetics, Inc.*		256,060		8,227,208
				22,078,296

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

6

Dynamic Opportunities Series

Investment Portfolio - December 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Equipment & Supplies - 7.4%
HeartWare International, Inc.*		140,900	$	10,346,287
Thoratec Corp.*		374,630		12,160,490
				22,506,777
Health Care Providers & Services - 5.1%
Catamaran Corp.*		302,980		15,679,215
Total Health Care				60,264,288
Industrials - 3.1%
Trading Companies & Distributors - 3.1%
Fastenal Co.		196,970		9,367,893
Information Technology - 20.0%
Communications Equipment - 4.3%
Ixia*		1,159,480		13,044,150
Electronic Equipment, Instruments & Components - 5.7%
FLIR Systems, Inc.		268,590		8,678,143
Trimble Navigation Ltd.*		324,030		8,599,756
				17,277,899
Internet Software & Services - 7.2%
Q2 Holdings, Inc.*		417,941		7,874,008
Qihoo 360 Technology Co. Ltd. - ADR (China)*		169,530		9,707,288
Zillow, Inc. - Class A*		41,250		4,367,963
				21,949,259
IT Services - 2.8%
EVERTEC, Inc.		394,210		8,723,867
Total Information Technology				60,995,175
Materials - 1.9%
Chemicals - 1.9%
FMC Corp.		99,070		5,649,962
TOTAL COMMON STOCKS
(Identified Cost $290,926,891)				301,172,944

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

7

Dynamic Opportunities Series

Investment Portfolio - December 31, 2014

			VALUE
	SHARES		(NOTE 2)
SHORT-TERM INVESTMENT - 1.3%
Dreyfus Cash Management, Inc. - Institutional Shares1, 0.03%,
(Identified Cost $ 4,126,696)		4,126,696	$	4,126,696
TOTAL INVESTMENTS - 100.0%
(Identified Cost $ 295,053,587)				305,299,640
LIABILITIES, LESS OTHER ASSETS - (0.0)%#				(78,540	)
NET ASSETS - 100%			$	305,221,100

ADR - American Depositary Receipt

*Non-income producing security.

#Less than 0.1%.

¹Rate shown is the current yield as of December 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.

8

Dynamic Opportunities Series

Statement of Assets & Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $295,053,587) (Note 2)	$	305,299,640
Receivable for fund shares sold		246,502
Dividends receivable		80,671
Foreign tax reclaims receivable		3,132
Prepaid expenses		978
TOTAL ASSETS		305,630,923
LIABILITIES:
Accrued management fees (Note 3)		218,185
Accrued shareholder services fees (Class S) (Note 3)		44,770
Accrued fund accounting and administration fees (Note 3)		7,553
Accrued transfer agent fees (Note 3)		4,446
Accrued Chief Compliance Officer service fees (Note 3)		407
Accrued Directors’ fees (Note 3)		348
Payable for fund shares repurchased		102,113
Audit fees payable		21,543
Other payables and accrued expenses		10,458
TOTAL LIABILITIES		409,823
TOTAL NET ASSETS	$	305,221,100
NET ASSETS CONSIST OF:
Capital stock	$	308,949
Additional paid-in-capital		301,060,194
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(6,393,867	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		10,245,824
TOTAL NET ASSETS	$	305,221,100
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($250,573,382/ 25,372,354 shares)	$	9.88
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($54,647,718/ 5,522,543 shares)	$	9.90

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

9

Dynamic Opportunities Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $12,075)	$	928,543
EXPENSES:
Management fees (Note 3)		2,024,704
Shareholder services fees (Class S)(Note 3)		419,578
Fund accounting and administration fees (Note 3)		58,233
Transfer agent fees (Note 3)		18,492
Directors’ fees (Note 3)		5,257
Chief Compliance Officer service fees (Note 3)		2,433
Custodian fees		16,441
Miscellaneous		84,072
Total Expenses		2,629,210
NET INVESTMENT LOSS		(1,700,667	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on-
Investments		4,175,261
Foreign currency and translation of other assets and liabilities		1,200
		4,176,461
Net change in unrealized appreciation (depreciation) on-
Investments		10,246,053
Foreign currency and translation of other assets and liabilities		(229	)
		10,245,824
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		14,422,285
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	12,721,618

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

10

Dynamic Opportunities Series

Statement of Changes in Net Assets*

	FOR THE YEAR ENDED 12/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment loss	$	(1,700,667	)
Net realized gain (loss) on investments and foreign currency		4,176,461
Net change in unrealized appreciation (depreciation) on investments and foreign currency		10,245,824
Net increase from operations		12,721,618
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net realized gain on investments (Class S)		(7,357,799	)
From net realized gain on investments (Class I)		(1,602,675	)
Total distributions to shareholders		(8,960,474	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		300,959,956
Net increase in net assets		304,721,100
NET ASSETS:
Beginning of year		500,000
End of year (including undistributed net investment income of $ 0)	$	305,221,100

* Commencement of operations was December 31, 2013.

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

11

Dynamic Opportunities Series

Financial Highlights - Class S*

	FOR THE YEAR ENDED 12/31/14
Per share data (for a share outstanding throughout the year):
Net asset value - Beginning of year	$	10.00
Income (loss) from investment operations:
Net investment loss1		(0.07	)
Net realized and unrealized gain (loss) on investments		0.25
Total from investment operations		0.18
Less distributions to shareholders:
From net realized gain on investments		(0.30	)
Total distributions to shareholders		(0.30	)
Net asset value - End of year	$	9.88
Net assets - End of year (000’s omitted)	$	250,573
Total return2		1.93	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.07	%
Net investment loss		(0.71	%)
Portfolio turnover		68	%

*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the year.

²Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions.

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

12

Dynamic Opportunities Series

Financial Highlights - Class I*

	FOR THE YEAR ENDED 12/31/14
Per share data (for a share outstanding throughout the year):
Net asset value - Beginning of year	$	10.00
Income (loss) from investment operations:
Net investment loss1		(0.05	)
Net realized and unrealized gain (loss) on investments		0.25
Total from investment operations		0.20
Less distributions to shareholders:
From net realized gain on investments		(0.30	)
Total distributions to shareholders		(0.30	)
Net asset value - End of year	$	9.90
Net assets - End of year (000’s omitted)	$	54,648
Total return2		2.13	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.88	%
Net investment loss		(0.51	%)
Portfolio turnover		68	%

^*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the year.

²Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions.

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

13

Dynamic Opportunities Series

Notes to Financial Statements

1. Organization

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

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

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. On December 31, 2013, the Series issued 25,000 shares of Class S and 25,000 shares of Class I, valued at $250,000 and $250,000, respectively, to the Advisor, who was the sole investor in the Series as of that date. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated as Dynamic Opportunities Series Class S common stock, and 100 million have been designated as Dynamic Opportunities Series Class I 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

14

Dynamic Opportunities Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security where a factor from a third party vendor is provided as a Level 2 security.

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

The following is a summary of the valuation levels used for major security types as of December 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	$	115,448,291	$	115,448,291	$	—	$	—
Consumer Staples		16,452,070		16,452,070		—		—
Energy		14,189,421		14,189,421		—		—
Financials		18,805,844		18,805,844		—		—
Health Care		60,264,288		60,264,288		—		—
Industrials		9,367,893		9,367,893		—		—
Information Technology		60,995,175		60,995,175		—		—
Materials		5,649,962		5,649,962		—		—
Mutual fund		4,126,696		4,126,696		—		—
Total assets	$	305,299,640	$	305,299,640	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of December 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 December 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 shareholder services fees), 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 uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

15

Dynamic Opportunities 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 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 December 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 period ended December 31, 2013 and the year ended December 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 0.80% 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,

16

Dynamic Opportunities Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended 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, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 2016, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series exclusive of each share class’ shareholder services fee, at no more than 0.90% of average daily net assets. The Advisor did not waive any fees for the year ended December 31, 2014. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed.

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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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

During the year ended December 31, 2014, the Advisor contributed $10,286 into the Series for a loss incurred due to a trade processing error. The impact of the Advisor’s contribution on the Series’ total return was immaterial. This amount has been included in the capital share transactions on the Statement of Changes in Net Assets.

4. Purchases and Sales of Securities

For the year ended December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $452,302,483 and $165,550,853, respectively. There were no purchases or sales of U.S. Government securities.

17

Dynamic Opportunities Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions

Transactions in shares of Class S and Class I of Dynamic Opportunities Series were:

CLASS S*:	FOR THE YEAR ENDED 12/31/14
	SHARES			AMOUNT
Sold		27,589,735		$	269,742,077
Reinvested		768,470			7,262,041
Repurchased		(3,010,851	)		(29,848,786	)
Total		25,347,354		$	247,155,332
CLASS I*:	FOR THE YEAR ENDED 12/31/14
	SHARES			AMOUNT
Sold		5,588,004		$	54,821,921
Reinvested		166,010			1,572,115
Repurchased		(256,471	)		(2,589,412	)
Total		5,497,543		$	53,804,624

* Commencement of operations was December 31, 2013.

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

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of December 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 and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, net operating losses, qualified late-year losses and 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 December 31, 2014, amounts were reclassified within the capital accounts to decrease Additional Paid-In-Capital by $90,813, decrease Accumulated Net Realized Loss on Investments by $1,609,854 and increase Undistributed Net Investment Income by $1,700,667. Any such reclassifications are not reflected in the financial highlights.

18

Dynamic Opportunities Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

The tax character of distributions paid for the year ended December 31, 2014 was as follows:

Ordinary income $8,960,474

At December 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:

Cost for federal income tax purposes	$	295,284,837
Unrealized appreciation		25,231,120
Unrealized depreciation		(15,216,317	)
Net unrealized appreciation	$	10,014,803
Qualified late-year losses1	$	6,162,617

¹Late-year ordinary losses and net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Series’ next taxable year. For the year ended December 31, 2014, the Series deferred to January 1, 2015 late year short-term ordinary losses of $6,162,617.

19

Dynamic Opportunities Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Dynamic Opportunities 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 Dynamic Opportunities Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 31, 2014, and the results of its operations, the changes in its net assets and the financial highlights for the year 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 audit. We conducted our audit 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 audit, which included confirmation of securities at December 31, 2014 by correspondence with the custodian, provides a reasonable basis for our opinion.

New York, New York

February 19, 2015

20

Dynamic Opportunities 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 $936,319 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 gain, if any) that qualifies for the dividends received deduction for the current fiscal year is 7.67%, or if different, the maximum allowable under tax law.

21

Dynamic Opportunities 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:	69
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. (2000-2014)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	GMP Companies (2000-2011)
	Cytos Biotechnology Ltd. (2012-2014)

22

Dynamic Opportunities 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:	80
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:	28
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

Dynamic Opportunities 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:	47
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.

24

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25

Dynamic Opportunities Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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.

MNDYN-12/14-AR

Equity Income 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. 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 Income Series

Fund Commentary

(unaudited)

Investment Objective

Primarily to provide current income and income growth, with a secondary objective of providing long-term capital appreciation.

Performance Commentary

The S&P 500 Index returned robust absolute returns of 13.67% during 2014. The Equity Income Series Class S also provided positive absolute returns of 11.63%, slightly trailing the benchmark on a relative basis.

Among major detractors from the Series’ performance relative to the S&P 500 during the year were stock selections in the Health Care and Financials sectors. The Series’ underweight to Health Care relative to the index also challenged relative returns as that sector was the second strongest performing area within the U.S. market, behind Utilities.

Offsetting a portion of the relative performance headwind were positive contributions to relative returns from stock selection in Industrials, Materials, and Information Technology. The Series’ underweight allocations to Consumer Discretionary and Energy and overweight to Consumer Staples relative to the benchmark also aided relative returns.

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 can 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. Shareholders should expect us to pursue areas 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 December 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.

Performance for the Equity Income Series Class S shares is provided above. Performance for the Equity Income Series Class I Shares may be higher or lower based on the Class’ underlying expenses.

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, foreign investment risk, and the risk that the investment approach may not be successful. Additionally, like all derivatives, investments in options can be highly volatile and involve risks in addition to the risks of the underlying instrument on which the derivative is based, such as counterparty, correlation and liquidity risk. Stocks of small- and mid-cap companies may be subject to more abrupt or erratic market movements than the stocks of larger companies and may be less marketable than the stocks of larger companies. In addition, they may have limited product lines, markets, or financial resources, and they may depend on a small management group. As a result, they fail more often than larger companies. Funds that invest in foreign countries may be subject to the risks of adverse changes in foreign economic, political, regulatory and other conditions as well as risks related to the use of different financial standards. Investments in emerging markets may be more volatile than investments in more developed markets. The Equity Income Series invests primarily in income-producing equity securities. There is no assurance or guarantee that companies which issue dividends will declare, continue to pay, or increase dividends. Additionally, the Series may invest a portion of its assets in real estate investment trusts (REITs). Investments in real estate, including REITs, are subject to risks associated with the direct ownership of real estate: interest rate risk, liquidity risk, and changes in property value, among others. The Equity Income Series may also invest a portion of its assets in business development companies (BDCs) or master limited partnerships (MLPs). BDCs are subject to additional risks, as they generally invest in less mature private companies or thinly traded U.S. public companies which involve greater risk than well-established publicly-traded companies. MLPs are subject to additional risks, including risks associated with the specific industry or industries in which the partnership invests, such as the risks of investing in real estate, or oil and gas industries or other natural resources. To the extent that an MLP’s interests are all in a particular industry, the MLP will be negatively impacted by economic events adversely impacting that industry. Additionally, the potential tax benefits from investing in MLPs depend on their continued treatment as partnerships for federal income tax purposes.

2

Equity Income Series

Performance Update as of December 31, 2014

(unaudited)

	AGGREGATE TOTAL RETURNS AS OF DECEMBER 31, 2014
		ONE YEAR1		TOTAL RETURN SINCE INCEPTION2
Manning & Napier Fund, Inc. - Equity Income Series - Class S3		11.63	%	11.63	%
Manning & Napier Fund, Inc. - Equity Income Series - Class I3		11.79	%	11.79	%
Standard & Poor’s (S&P) 500 Total Return Index4		13.67	%	13.67	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Equity Income Series Class S from its inception² (December 31, 2013) to present (December 31, 2014) to 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 the Index are calculated from December 31, 2013, 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 December 31, 2014, this net expense ratio was 0.95% for Class S and 0.75% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.28% for Class S and 1.05% for Class I for the year ended December 31, 2014.

⁴The 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

Equity Income 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 (July 1, 2014 to December 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 this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of each Class in the table below provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the 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  7/1/14	��ENDING  ACCOUNT  VALUE           12/31/14	EXPENSES  PAID               DURING  PERIOD*  7/1/14-12/31/14	ANNUALIZED               EXPENSE  RATIO
Class S
Actual	$1,000.00	$1,007.50	$4.81	0.95%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.42	$4.84	0.95%
Class I
Actual	$1,000.00	$1,008.00	$3.80	0.75%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.42	$3.82	0.75%

*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 is based on one-year data. The Class’ total return would have been lower had certain expenses not been waived during the period.

4

Equity Income Series

Portfolio Composition as of December 31, 2014

(unaudited)

5

Equity Income Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 93.0%
Consumer Discretionary - 10.7%
Hotels, Restaurants & Leisure - 3.6%
SeaWorld Entertainment, Inc.		42,260	$	756,454
Whistler Blackcomb Holdings, Inc. (Canada)		23,070		407,468
Yum! Brands, Inc.		14,790		1,077,452
				2,241,374
Leisure Products - 0.9%
Mattel, Inc.		18,430		570,316
Media - 6.2%
Gannett Co., Inc.		16,280		519,820
Time Warner, Inc.		13,360		1,141,211
Twenty-First Century Fox, Inc. - Class A		31,410		1,206,301
Viacom, Inc. - Class B		13,810		1,039,203
				3,906,535
Total Consumer Discretionary				6,718,225
Consumer Staples - 12.2%
Beverages - 4.7%
Diageo plc (United Kingdom)1		32,130		920,432
Dr. Pepper Snapple Group, Inc.2		7,780		557,670
Molson Coors Brewing Co. - Class B		12,920		962,798
PepsiCo, Inc.2		5,720		540,883
				2,981,783
Food & Staples Retailing - 1.5%
Wal-Mart Stores, Inc.		10,760		924,069
Food Products - 1.3%
ConAgra Foods, Inc.		23,050		836,254
Household Products - 2.1%
Energizer Holdings, Inc.		10,320		1,326,739
Tobacco - 2.6%
Philip Morris International, Inc.		19,730		1,607,009
Total Consumer Staples				7,675,854
Energy - 8.6%
Oil, Gas & Consumable Fuels - 8.6%
BP plc - ADR (United Kingdom)		15,910		606,489
Chevron Corp.		12,780		1,433,660
ConocoPhillips		9,330		644,330
Exxon Mobil Corp.		22,460		2,076,427
Total S.A. (France)1		11,850		607,101
Total Energy				5,368,007

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

6

Equity Income Series

Investment Portfolio - December 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Financials - 25.5%
Banks - 8.3%
BankUnited, Inc.		13,830	$	400,655
Citigroup, Inc.		34,750		1,880,323
HSBC Holdings plc (United Kingdom)1		64,140		606,109
JPMorgan Chase & Co.		10,220		639,568
U.S. Bancorp		13,300		597,835
Wells Fargo & Co.		19,130		1,048,707
				5,173,197
Capital Markets - 2.9%
American Capital Ltd.*		20,490		299,359
Apollo Investment Corp.		40,580		301,104
Ares Capital Corp.		19,320		301,489
BlackRock Kelso Capital Corp.		37,590		308,238
MCG Capital Corp.		77,560		297,055
PennantPark Investment Corp.		32,150		306,389
				1,813,634
Insurance - 4.6%
Admiral Group plc (United Kingdom)1		67,020		1,374,924
Principal Financial Group, Inc.		17,320		899,601
The Progressive Corp.		22,760		614,292
				2,888,817
Real Estate Investment Trusts (REITS) - 9.7%
American Campus Communities, Inc.		5,960		246,506
CatchMark Timber Trust, Inc. - Class A		50,680		573,698
Lamar Advertising Co. - Class A		17,160		920,462
Mack-Cali Realty Corp.		9,800		186,788
Outfront Media, Inc.		37,905		1,017,364
Physicians Realty Trust		15,810		262,446
Plum Creek Timber Co., Inc.		31,900		1,365,001
Weyerhaeuser Co.		42,920		1,540,399
				6,112,664
Total Financials				15,988,312
Health Care - 5.0%
Pharmaceuticals - 5.0%
Johnson & Johnson		11,720		1,225,560
Roche Holding AG (Switzerland)1		2,780		753,219
Sanofi (France)1		12,370		1,127,782
Total Health Care				3,106,561

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

7

Equity Income Series

Investment Portfolio - December 31, 2014

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Industrials - 9.4%
Air Freight & Logistics - 1.2%
United Parcel Service, Inc. - Class B		6,810	$	757,068
Commercial Services & Supplies - 2.3%
Waste Management, Inc.		28,170		1,445,684
Industrial Conglomerates - 2.4%
General Electric Co.2		59,300		1,498,511
Machinery - 0.7%
Donaldson Co., Inc.		10,710		413,727
Road & Rail - 1.5%
Union Pacific Corp.2		8,200		976,866
Trading Companies & Distributors - 1.3%
Fastenal Co.		17,220		818,983
Total Industrials				5,910,839
Information Technology - 9.1%
Communications Equipment - 3.0%
Cisco Systems, Inc.		21,390		594,963
Juniper Networks, Inc.		59,570		1,329,602
				1,924,565
IT Services - 3.1%
Broadridge Financial Solutions, Inc.		12,540		579,097
Xerox Corp.		98,030		1,358,696
				1,937,793
Technology Hardware, Storage & Peripherals - 3.0%
Apple, Inc.2		10,510		1,160,094
EMC Corp.		23,630		702,756
				1,862,850
Total Information Technology				5,725,208
Materials - 9.9%
Chemicals - 3.3%
The Dow Chemical Co.		33,290		1,518,357
The Mosaic Co.		6,250		285,313
Potash Corp. of Saskatchewan, Inc. (Canada)		8,070		285,032
				2,088,702
Containers & Packaging - 4.5%
Avery Dennison Corp.		24,600		1,276,248
Bemis Co., Inc.		13,750		621,638
Sonoco Products Co.		20,600		900,220
				2,798,106

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

8

Equity Income Series

Investment Portfolio - December 31, 2014

	SHARES/		VALUE
	CONTRACTS		(NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Paper & Forest Products - 2.1%
International Paper Co.2		24,040	$	1,288,063
Total Materials				6,174,871
Utilities - 2.6%
Electric Utilities - 1.8%
Exelon Corp.		16,030		594,392
Northeast Utilities		10,060		538,411
				1,132,803
Multi-Utilities - 0.8%
CMS Energy Corp.		15,140		526,115
Total Utilities				1,658,918
TOTAL COMMON STOCKS
(Identified Cost $55,333,255)				58,326,795
MUTUAL FUNDS - 2.9%
Schwab U.S. Dividend Equity ETF		22,730		905,791
Vanguard Dividend Appreciation ETF		11,190		908,180
TOTAL MUTUAL FUNDS
(Identified Cost $1,830,823)				1,813,971
SHORT-TERM INVESTMENTS - 4.1%
BNY Mellon Cash Reserve3, 0.01%		5,788		5,788
Dreyfus Cash Management, Inc. - Institutional Shares3, 0.03%		2,540,516		2,540,516
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $2,546,304)				2,546,304
TOTAL INVESTMENTS - 100.0%
(Identified Cost $59,710,382)				62,687,070
LIABILITIES, LESS OTHER ASSETS - (0.0%)**				(3,149	)
NET ASSETS - 100%			$	62,683,921
CALL OPTIONS WRITTEN - 0.0%**
Dr. Pepper Snapple Group, Inc., Strike $75.00, Expiring January 17, 2015		40	$	(1,520	)
International Paper Co., Strike $55.00, Expiring January 17, 2015		120		(5,280	)
Pepsico, Inc., Strike $100.00, Expiring January 17, 2015		30		(240	)
Union Pacific Corp., Strike $120.00, Expiring January 17, 2015		50		(9,250	)
TOTAL CALL OPTIONS WRITTEN
(Premiums Received $19,140)			$	(16,290	)

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

9

Equity Income Series

Investment Portfolio - December 31, 2014

ADR - American Depositary Receipt

ETF - Exchange-Traded Fund

*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.

²A portion of this security is deposited with the broker as collateral for options contracts written. As of December 31, 2014, the total value of such securities was $2,613,610.

³Rate shown is the current yield as of December 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

Equity Income Series

Statement of Assets & Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $59,710,382) (Note 2)	$	62,687,070
Receivable for fund shares sold		678,488
Dividends receivable		112,443
Foreign tax reclaims receivable		980
TOTAL ASSETS		63,478,981
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		8,562
Accrued management fees (Note 3)		4,792
Accrued shareholder services fees (Class S) (Note 3)		3,614
Accrued transfer agent fees (Note 3)		1,452
Accrued Directors’ fees (Note 3)		575
Accrued Chief Compliance Officer service fees (Note 3)		407
Payable for securities purchased		718,430
Options written, at value (premiums received $19,140) (Note 2)		16,290
Payable for fund shares repurchased		9,565
Other payables and accrued expenses		31,373
TOTAL LIABILITIES		795,060
TOTAL NET ASSETS	$	62,683,921
NET ASSETS CONSIST OF:
Capital stock	$	58,158
Additional paid-in-capital		59,798,765
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(152,034	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		2,979,032
TOTAL NET ASSETS	$	62,683,921
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($24,177,942/2,243,612 shares)	$	10.78
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($38,505,979/3,572,196 shares)	$	10.78

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

11

Equity Income Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $17,824)	$	1,461,804
EXPENSES:
Management fees (Note 3)		264,573
Fund accounting and administration fees (Note 3)		34,916
Shareholder services fees (Class S)(Note 3)		25,266
Transfer agent fees (Note 3)		8,500
Chief Compliance Officer service fees (Note 3)		2,433
Directors’ fees (Note 3)		2,400
Printing fees		41,498
Audit fees		32,110
Registration fees		24,760
Custodian fees		17,085
Miscellaneous		2,122
Total Expenses		455,663
Less reduction of expenses (Note 3)		(125,121	)
Net Expenses		330,542
NET INVESTMENT INCOME		1,131,262
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		629,624
Options written		16,417
Foreign currency and translation of other assets and liabilities		(1,309	)
		644,732
Net change in unrealized appreciation (depreciation) on-
Investments		2,976,688
Options written		2,850
Foreign currency and translation of other assets and liabilities		(506	)
		2,979,032
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		3,623,764
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,755,026

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

12

Equity Income Series

Statements of Changes in Net Assets*

	FOR THE YEAR ENDED 12/31/14
INCREASE IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,131,262
Net realized gain on investments and foreign currency		644,732
Net change in unrealized appreciation (depreciation) on investments and foreign currency		2,979,032
Net increase from operations		4,755,026
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(386,141	)
From net investment income (Class I)		(844,207	)
From net realized gain on investments (Class S)		(228,447	)
From net realized gain on investments (Class I)		(469,233	)
Total distributions to shareholders		(1,928,028	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		59,356,923
Net increase in net assets		62,183,921
NET ASSETS:
Beginning of year		500,000
End of period (including undistributed net investment income of $0)	$	62,683,921

* Commencement of operations was December 31, 2013.

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

13

Equity Income Series

Financial Highlights - Class S*

	FOR THE YEAR ENDED 12/31/14
Per share data (for a share outstanding throughout the year):
Net asset value - Beginning of year	$	10.00
Income (loss) from investment operations:
Net investment income1		0.29	2
Net realized and unrealized gain on investments		0.86
Total from investment operations		1.15
Less distributions to shareholders:
From net investment income		(0.23	)
From net realized gain on investments		(0.14	)
Total distributions to shareholders		(0.37	)
Net asset value - End of year	$	10.78
Net assets - End of year (000’s omitted)	$	24,178
Total return3		11.63	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.95	%
Net investment income		2.68	%2
Portfolio turnover		55	%

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

0.33 % 

*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the year.

²Reflects a special dividend paid out during the period by two of the Series’ holdings. Had the Series not received the special dividends, the net investment income per share would have been $0.22 and the net investment income ratio would have been 2.07%.

³Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions.

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

14

Equity Income Series

Financial Highlights - Class I*

	FOR THE YEAR ENDED 12/31/14
Per share data (for a share outstanding throughout the year):
Net asset value - Beginning of year	$	10.00
Income (loss) from investment operations:
Net investment income1		0.30	2
Net realized and unrealized gain on investments		0.87
Total from investment operations		1.17
Less distributions to shareholders:
From net investment income		(0.25	)
From net realized gain on investments		(0.14	)
Total distributions to shareholders		(0.39	)
Net asset value - End of year	$	10.78
Net assets - End of year (000’s omitted)	$	38,506
Total return3		11.79	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.75	%
Net investment income		2.82	%2
Portfolio turnover		55	%

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

0.30 % 

*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the year.

²Reflects a special dividend paid out during the period by two of the Series’ holdings. Had the Series not received the special dividends, the net investment income per share would have been $0.24 and the net investment income ratio would have been 2.19%.

³Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions.

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

15

Equity Income Series

Notes to Financial Statements

1. Organization

Equity Income 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’ primary investment objectives are to provide current income and income growth, and it has a secondary goal of providing long-term capital appreciation.

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. On December 31, 2013, the Series issued 25,000 shares of Class S and 25,000 shares of Class I, valued at $250,000 and $250,000, respectively, to the Advisor, who was the sole investor in the Series as of that date. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated as Equity Income Series Class S common stock, and 100 million have been designated as Equity Income Series Class I 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

16

Equity Income Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security where a factor from a third party vendor is provided as a Level 2 security.

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

The following is a summary of the valuation levels used for major security types as of December 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	$	6,718,225		$	6,718,225		$	—	$	—
Consumer Staples		7,675,854			6,755,422			920,432		—
Energy		5,368,007			4,760,906			607,101		—
Financials		15,988,312			14,007,279			1,981,033		—
Health Care		3,106,561			1,225,560			1,881,001		—
Industrials		5,910,839			5,910,839			—		—
Information Technology		5,725,208			5,725,208			—		—
Materials		6,174,871			6,174,871			—		—
Utilities		1,658,918			1,658,918			—		—
Mutual funds		4,360,275			4,360,275			—		—
Total assets		62,687,070			57,297,503			5,389,567		—
Liabilities:
Other financial instruments*
Equity contracts		(16,290	)		(16,290	)		—		—
Total liabilities		(16,290	)		(16,290	)		—		—
Total	$	62,670,780		$	57,281,213		$	5,389,567	$	—

Please see the Investment Portfolio for foreign securities where a factor from a third party vendor was applied to determine the securities’ fair value following the close of local trading. Such securities are included in Level 2 in the table above.

There were no Level 3 securities held by the Series as of December 31, 2014.

*Other financial instruments are exchange traded options (Level 1).

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 December 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

17

Equity Income Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Interest income, including amortization of premium and accretion of discounts using the effective interest method, is earned from settlement date and accrued daily.

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 shareholder services fees), 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 uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

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 December 31, 2014 is Pershing LLC, a BNY Mellon Company.

18

Equity Income Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

The following table presents the present value of derivatives held at December 31, 2014 as reflected on the Statement of Assets and Liabilities, and the effect of the derivative instruments on the Statement of Operations:

STATEMENT OF ASSETS AND LIABILITIES
Derivative	Liabilities Location
Equity contracts	Options written, at value	$	16,290
STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Equity contracts	Net realized gain (loss) on options written	$	16,417
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	2,850

The average month-end balances for the period of November 30, 2014 to December 31, 2014 of outstanding derivative financial instruments were as follows:

Options:
Average number of option contracts written		240
Average notional value of option contracts written	$	1,872,500

Written Option Rollforward

Transactions in options written for the year ended December 31, 2014, were as follows:

	CALLS
	CONTRACTS			PREMIUMS RECEIVED
Outstanding options, beginning of year		—			—
Options written		480		$	36,301
Options exercised		—			—
Options expired		—			—
Options closed		(240	)		(17,161	)
Outstanding options, end of year		240		$	19,140

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

19

Equity Income Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Federal Taxes (continued)

December 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 period ended December 31, 2013 and the year ended December 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 0.65% 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, Class S of the Series pays a fee, computed daily and payable monthly, at

20

Equity Income Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

an annual rate of 0.20% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 2016, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series exclusive of each share class’ shareholder services fee, at no more than 0.75% of average daily net assets. Accordingly, the Advisor waived fees of $125,121 for the year ended December 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.

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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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 December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $78,092,595 and $21,468,522, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Class S and Class I of Equity Income Series were:

CLASS S*:	FOR THE YEAR ENDED  12/31/14
	SHARES			AMOUNT
Sold		3,008,903		$	31,008,333
Reinvested		58,238			603,342
Repurchased		(848,529	)		(8,732,959	)
Total		2,218,612		$	22,878,716
CLASS I*:	FOR THE YEAR ENDED  12/31/14
	SHARES			AMOUNT
Sold		4,040,328		$	41,909,297
Reinvested		100,751			1,043,774
Repurchased		(593,883	)		(6,474,864	)
Total		3,547,196		$	36,478,207

21

Equity Income Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

* Commencement of operations was December 31, 2013.

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

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. At December 31, 2014, the Series invested in 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 and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, qualified late-year losses, losses deferred due to wash sales and real estate investment trusts (REITS). 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 December 31, 2014, $99,086 was reclassified within the capital accounts to Undistributed Net Investment Income from Accumulated Net Realized Loss on Investments. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid for the year ended December 31, 2014 were as follows:

Ordinary income	$	1,906,025
Long-term capital gains		22,003

At December 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:

Cost for federal income tax purposes	$	59,754,503
Unrealized appreciation		4,419,090
Unrealized depreciation		(1,486,523	)
Net unrealized appreciation	$	2,932,567
Undistributed long-term gains	$	39,049
Qualified late-year losses1	$	146,963

22

Equity Income Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

¹Late-year ordinary losses and net capital losses incurred after October 31 and within the taxable year are deemed to arise on the first business day of the Series’ next taxable year. For the year ended December 31, 2014, the Series deferred to January 1, 2015 late year short-term ordinary losses of $146,963.

23

Equity Income Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Equity Income 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 Income Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 31, 2014, and the results of its operations, the changes in its net assets and the financial highlights for the year 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 audit. We conducted our audit 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 audit, which included confirmation of securities at December 31, 2014 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

New York, New York

February 19, 2015

24

Equity Income 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 $1,145,489 or, if different, the maximum amount allowable under the tax law as qualified dividend income.

The Series designates $64,105 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Internal Revenue Code for the fiscal year ended December 31, 2014.

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 45.76%, or if different, the maximum allowable under tax law.

25

Equity Income 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:	69
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. (2000-2014) HLTH Corp (WebMD) (2000-2010) Cheyne Capital International (2000-present) GMP Companies (2000-2011) Cytos Biotechnology Ltd. (2012-2014)

26

Equity Income 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:	80
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:	28
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

27

Equity Income 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:	47
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.

28

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29

Equity Income Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 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.

MNEIN-12/14-AR

Focused Opportunities 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. 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.

Sincerely,

Manning & Napier Advisors, LLC

1

Focused Opportunities Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term growth.

Performance Commentary

The Russell Midcap^® Value Index (Russell Midcap Value) returned robust absolute returns of 14.75% during 2014. The Focused Opportunities Series Class S also provided positive absolute returns of 8.86%, but trailed the benchmark on a relative basis.

The Series’ underperformance relative to the Russell Midcap Value benchmark during the year was driven by sector positioning. The Series’ overweight to Energy as compared to the benchmark challenged relative returns as Energy was the weakest performing area within the benchmark during the year and the only sector to experience negative absolute returns. A steep decline in global oil prices during the year’s second half exerted downward pressure across the sector. A lack of exposure to Utilities and stock selection in the Consumer Discretionary and Energy sectors also detracted from relative performance.

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

Regarding current portfolio positioning, the Series’ investments reflect an emphasis on businesses that we believe are underappreciated by the market. The largest absolute sector allocations are to Industrials, Consumer Discretionary, Financials, and Information Technology. We see a variety of companies trading at deep discounts to our estimate of fair value in these areas, and over time we expect catalysts to help unlock that value.

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 can 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. Shareholders should expect us to pursue areas 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 December 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.

Performance for the Focused Opportunities Series Class S shares is provided above. Performance for the Focused Opportunities Series Class I shares may be higher or lower based on the Class’ underlying expenses.

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, foreign investment risk, and the risk that the investment approach may not be successful. Stocks of small- and mid-cap companies may be subject to more abrupt or erratic market movements than the stocks of larger companies and may be less marketable than the stocks of larger companies. In addition, they may have limited product lines, markets, or financial resources, and they may depend on a small management group. As a result, they fail more often than larger companies. Funds that invest in foreign countries may be subject to the risks of adverse changes in foreign economic, political, regulatory and other conditions as well as risks related to the use of different financial standards. Investments in emerging markets may be more volatile than investments in more developed markets. Additionally, the Series may invest a portion of its assets in real estate investment trusts (REITs). Investments in real estate, including REITs, are subject to risks associated with the direct ownership of real estate: interest rate risk, liquidity risk, and changes in property value, among others.

2

Focused Opportunities Series

Performance Update as of December 31, 2014

(unaudited)

	AGGREGATE TOTAL RETURNS AS OF DECEMBER 31, 2014
	ONE YEAR1			TOTAL RETURN SINCE INCEPTION2
Manning & Napier Fund, Inc. - Focused Opportunities Series - Class S3		8.86	%		8.86	%
Manning & Napier Fund, Inc. - Focused Opportunities Series - Class I3		9.07	%		9.07	%
Russell Midcap Value Index4		14.75	%		14.75	%
Russell 2500 Value Index5		7.11	%		7.11	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Focused Opportunities Series Class S from its inception2 (December 31, 2013) to present (December 31, 2014) to the Russell Midcap Value Index and the Russell 2500 Value 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 the Indices are calculated from December 31, 2013, the Series’ 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 December 31, 2014, this net expense ratio was 0.96% for Class S and 0.80% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.96% for Class S and 0.80% for Class I for the year ended December 31, 2014.

⁴The Russell Midcap Value Index measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell Midcap Index companies with lower price-to-book ratios and lower forecasted growth values. The Index returns do not reflect any fees or expenses. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. The Index is denominated in U.S. dollars. Index returns provided by Bloomberg.

⁵The Russell 2500 Value Index measures the performance of the small to mid-cap value segment of the U.S. equity universe. It includes those Russell 2500 companies that are considered more value oriented relative to the overall market as defined by Russell’s leading style methodology. The Index returns do not reflect any fees or expenses. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. The Index is denominated in U.S. dollars. Index returns provided by Bloomberg.

3

Focused Opportunities 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 (July 1, 2014 to December 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 this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the Actual line for the Class in which you have invested under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical lines of each Class in the table below provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the 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                7/1/14	ENDING  ACCOUNT VALUE                12/31/14	EXPENSES PAID  DURING PERIOD*                7/1/14-12/31/14	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$992.40	$4.92	0.98%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.27	$4.99	0.98%
Class I
Actual	$1,000.00	$993.40	$3.92	0.78%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.27	$3.97	0.78%

*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. The Class’ total return would have been lower had certain expenses not been waived during the period.

4

Focused Opportunities Series

Portfolio Composition as of December 31, 2014

(unaudited)

5

Focused Opportunities Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE     (NOTE 2)
COMMON STOCKS - 95.8%
Consumer Discretionary - 20.4%
Diversified Consumer Services - 4.4%
Apollo Education Group, Inc.*		395,830	$	13,501,761
Hotels, Restaurants & Leisure - 2.0%
Darden Restaurants, Inc.		105,580		6,190,156
Household Durables - 2.8%
DR Horton, Inc.		116,130		2,936,928
PulteGroup, Inc.		142,940		3,067,492
Toll Brothers, Inc.*		74,030		2,537,008
				8,541,428
Media - 5.1%
Gannett Co., Inc.		183,100		5,846,383
Sinclair Broadcast Group, Inc. - Class A		158,280		4,330,541
Tribune Media Co. - Class A*		88,770		5,305,783
				15,482,707
Specialty Retail - 6.1%
American Eagle Outfitters, Inc.		669,200		9,288,496
Kingfisher plc (United Kingdom)1		1,748,890		9,244,892
				18,533,388
Total Consumer Discretionary				62,249,440
Consumer Staples - 3.3%
Food Products - 3.3%
Dean Foods Co.		522,830		10,132,445
Energy - 5.9%
Oil, Gas & Consumable Fuels - 5.9%
Cameco Corp. (Canada)		467,230		7,667,244
Cloud Peak Energy, Inc.*		667,710		6,129,578
Peabody Energy Corp.		532,580		4,122,169
Total Energy				17,918,991
Financials - 20.2%
Banks - 8.1%
Popular, Inc.*		448,500		15,271,425
Synovus Financial Corp.		337,802		9,151,056
				24,422,481
Consumer Finance - 3.4%
SLM Corp.*		1,018,970		10,383,304
Real Estate Investment Trusts (REITS) - 4.8%
CBL & Associates Properties, Inc.		306,400		5,950,288
Outfront Media, Inc.		324,217		8,701,984
				14,652,272

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

6

Focused Opportunities Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE     (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Management & Development - 3.9%
Realogy Holdings Corp.*		267,160	$	11,885,948
Total Financials				61,344,005
Health Care - 4.7%
Health Care Equipment & Supplies - 2.4%
Halyard Health, Inc.*		162,200		7,375,234
Health Care Providers & Services - 2.3%
Quest Diagnostics, Inc.		104,620		7,015,817
Total Health Care				14,391,051
Industrials - 20.8%
Airlines - 7.3%
Latam Airlines Group S.A. - ADR (Chile)*		584,130		6,997,877
Republic Airways Holdings, Inc.*		1,040,830		15,185,710
				22,183,587
Building Products - 3.0%
Masco Corp.		357,730		9,014,796
Machinery - 2.3%
Joy Global, Inc.		152,490		7,093,835
Road & Rail - 8.2%
Heartland Express, Inc.		219,870		5,938,689
Hertz Global Holdings, Inc.*		531,530		13,256,358
Swift Transportation Co.*		207,970		5,954,181
				25,149,228
Total Industrials				63,441,446
Information Technology - 17.3%
Communications Equipment - 9.1%
ARRIS Group, Inc.*		402,190		12,142,116
Juniper Networks, Inc.		420,710		9,390,247
Polycom, Inc.*		461,140		6,225,390
				27,757,753
IT Services - 8.2%
EVERTEC, Inc.		403,500		8,929,455
Sabre Corp.		347,950		7,052,948
VeriFone Systems, Inc.*		242,800		9,032,160
				25,014,563
Total Information Technology				52,772,316

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

7

Focused Opportunities Series

Investment Portfolio - December 31, 2014

	SHARES		VALUE     (NOTE 2)
COMMON STOCKS (continued)
Materials - 3.2%
Metals & Mining - 3.2%
Stillwater Mining Co.*		657,842	$	9,696,591
TOTAL COMMON STOCKS
(Identified Cost $281,685,666)				291,946,285
SHORT-TERM INVESTMENT - 4.0%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.03%,
(Identified Cost $12,102,711)		12,102,711		12,102,711
TOTAL INVESTMENTS - 99.8%
(Identified Cost $293,788,377)				304,048,996
OTHER ASSETS, LESS LIABILITIES - 0.2%				706,426
NET ASSETS - 100%			$	304,755,422

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 December 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.

8

Focused Opportunities Series

Statement of Assets & Liabilities

December 31, 2014

ASSETS:
Investments, at value (identified cost $293,788,377) (Note 2)	$	304,048,996
Receivable for securities sold		2,801,777
Dividends receivable		234,100
Receivable for fund shares sold		220,383
Foreign tax reclaims receivable		4,762
Prepaid expenses		1,135
TOTAL ASSETS		307,311,153
LIABILITIES:
Accrued management fees (Note 3)		188,405
Accrued shareholder services fees (Class S) (Note 3)		43,167
Accrued fund accounting and administration fees (Note 3)		15,153
Accrued transfer agent fees (Note 3)		4,491
Accrued Chief Compliance Officer service fees (Note 3)		407
Accrued Directors’ fees (Note 3)		335
Payable for securities purchased		2,115,107
Payable for fund shares repurchased		154,283
Other payables and accrued expenses		34,383
TOTAL LIABILITIES		2,555,731
TOTAL NET ASSETS	$	304,755,422
NET ASSETS CONSIST OF:
Capital stock	$	303,808
Additional paid-in-capital		293,460,115
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		730,880
Net unrealized appreciation on investments		10,260,619
TOTAL NET ASSETS	$	304,755,422
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($244,388,432/ 24,360,584 shares)	$	10.03
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($60,366,990/ 6,020,210 shares)	$	10.03

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

9

Focused Opportunities Series

Statement of Operations

For the Year Ended December 31, 2014

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $150,290)	$	4,633,436
EXPENSES:
Management fees (Note 3)		1,915,899
Shareholder services fees (Class S)(Note 3)		440,593
Fund accounting and administration fees (Note 3)		60,517
Transfer agent fees (Note 3)		18,567
Directors’ fees (Note 3)		5,277
Chief Compliance Officer service fees (Note 3)		2,433
Custodian fees		22,777
Miscellaneous		83,925
Total Expenses		2,549,988
NET INVESTMENT INCOME		2,083,448
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on-
Investments		21,279,317
Foreign currency and translation of other assets and liabilities		4,217
		21,283,534
Net change in unrealized appreciation on investments		10,260,619
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		31,544,153
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	33,627,601

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

10

Focused Opportunities Series

Statement of Changes in Net Assets*

	FOR THE YEAR ENDED 12/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	2,083,448
Net realized gain (loss) on investments and foreign currency		21,283,534
Net change in unrealized appreciation (depreciation) on investments and foreign currency		10,260,619
Net increase from operations		33,627,601
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(1,727,793	)
From net investment income (Class I)		(533,842	)
From net realized gain on investments (Class S)		(16,346,540	)
From net realized gain on investments (Class I)		(4,027,927	)
Total distributions to shareholders		(22,636,102	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		293,263,923
Net increase in net assets		304,255,422
NET ASSETS:
Beginning of year		500,000
End of year (including undistributed net investment income of $ 0)	$	304,755,422

* Commencement of operations was December 31, 2013.

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

11

Focused Opportunities Series

Financial Highlights - Class S*

	FOR THE YEAR ENDED 12/31/14
Per share data (for a share outstanding throughout the year):
Net asset value - Beginning of year	$	10.00
Income from investment operations:
Net investment income1		0.08	2
Net realized and unrealized gain on investments		0.76
Total from investment operations		0.84
Less distributions to shareholders:
From net investment income		(0.08	)
From net realized gain on investments		(0.73	)
Total distributions to shareholders		(0.81	)
Net asset value - End of year	$	10.03
Net assets - End of year (000’s omitted)	$	244,388
Total return3		8.86	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.96	%
Net investment income		0.73	%2
Portfolio turnover		75	%

^*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the year.

²Reflects a special dividend paid out during the period by one of the Series’ holdings. Had the Series not received the special dividend, the net investment income per share would have been $0.03 and the net investment income ratio would have been 0.27%.

³Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions.

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

12

Focused Opportunities Series

Financial Highlights - Class I*

	FOR THE YEAR ENDED 12/31/14
Per share data (for a share outstanding throughout the year):
Net asset value - Beginning of year	$	10.00
Income from investment operations:
Net investment income1		0.09	2
Net realized and unrealized gain on investments		0.77
Total from investment operations		0.86
Less distributions to shareholders:
From net investment income		(0.10	)
From net realized gain on investments		(0.73	)
Total distributions to shareholders		(0.83	)
Net asset value - End of year	$	10.03
Net assets - End of year (000’s omitted)	$	60,367
Total return3		9.07	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.80	%
Net investment income		0.90	%2
Portfolio turnover		75	%

*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the year.

²Reflects a special dividend paid out during the period by one of the Series’ holdings. Had the Series not received the special dividend, the net investment income per share would have been $0.05 and the net investment income ratio would have been 0.43%.

³Represents aggregate total return for the year indicated, and assumes reinvestment of all distributions.

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

13

Focused Opportunities Series

Notes to Financial Statements

1. Organization

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

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

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. On December 31, 2013, the Series issued 25,000 shares of Class S and 25,000 shares of Class I, valued at $250,000 and $250,000, respectively, to the Advisor, who was the sole investor in the Series as of that date. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of December 31, 2014, 10.6 billion shares have been designated in total among 42 series, of which 100 million have been designated as Focused Opportunities Series Class S common stock, and 100 million have been designated as Focused Opportunities Series Class I 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

14

Focused Opportunities Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

securities used for net asset value calculation under these procedures may differ from published prices for the same securities. It is the Fund’s policy to classify each foreign equity security where a factor from a third party vendor is provided as a Level 2 security.

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

The following is a summary of the valuation levels used for major security types as of December 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	$	62,249,440	$	53,004,548	$	9,244,892	$	—
Consumer Staples		10,132,445		10,132,445		—		—
Energy		17,918,991		17,918,991		—		—
Financials		61,344,005		61,344,005		—		—
Health Care		14,391,051		14,391,051		—		—
Industrials		63,441,446		63,441,446		—		—
Information Technology		52,772,316		52,772,316		—		—
Materials		9,696,591		9,696,591		—		—
Mutual fund		12,102,711		12,102,711		—		—
Total assets	$	304,048,996	$	294,804,104	$	9,244,892	$	—

There were no Level 3 securities held by the Series as of December 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 December 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 shareholder services fees), 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 uses the identified cost method for determining realized gain or loss on investments for both financial statement and federal income tax reporting purposes.

15

Focused Opportunities 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 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 December 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 period ended December 31, 2013 and the year ended December 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.

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,

16

Focused Opportunities Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended 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, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 2016, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series exclusive of each share class’ shareholder services fee, at no more than 0.80% of average daily net assets. The Advisor did not waive any fees for the year ended December 31, 2014. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed.

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.

Pursuant to a master services agreement effective through October 31, 2014, the Fund paid 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. The aforementioned agreement was 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. Pursuant to a master services agreement dated November 1, 2014, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of the average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees are charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. 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.

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 December 31, 2014, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $454,162,759 and $193,756,410, respectively. There were no purchases or sales of U.S. Government securities.

17

Focused Opportunities Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions

Transactions in shares of Class S and Class I of Focused Opportunities Series were:

CLASS S*:	FOR THE YEAR ENDED 12/31/14
	SHARES			AMOUNT
Sold		24,938,373		$	243,255,184
Reinvested		1,889,989			17,784,799
Repurchased		(2,492,778	)		(26,102,926	)
Total		24,335,584		$	234,937,057
CLASS I*:	FOR THE YEAR ENDED 12/31/14
	SHARES			AMOUNT
Sold		5,926,576		$	58,130,793
Reinvested		476,683			4,485,588
Repurchased		(408,049	)		(4,289,515	)
Total		5,995,210		$	58,326,866

* Commencement of operations was December 31, 2013.

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

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of December 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 and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales and redesignation of distributions 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 December 31, 2014, $178,187 was reclassified within the capital accounts from Accumulated Net Realized Gain on Investments to Undistributed Net Investment Income. Any such reclassifications are not reflected in the financial highlights.

18

Focused Opportunities Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

The tax character of distributions paid for the year ended December 31, 2014 was as follows:

Ordinary income $22,636,102

At December 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:

Cost for federal income tax purposes	$	293,788,379
Unrealized appreciation		29,214,217
Unrealized depreciation		(18,953,600	)
Net unrealized appreciation	$	10,260,617
Capital loss carryforwards	$	1,061,222
Undistributed ordinary income	$	1,792,104

As of December 31, 2014, the Series had a net short-term capital loss carryforward of $1,061,222, which is subject to limitations under the Internal Revenue Code, and is available to the extent allowed by tax law to offset future net capital gains, if any.

19

Focused Opportunities Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Focused Opportunities 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 Focused Opportunities Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at December 31, 2014, and the results of its operations, the changes in its net assets and the financial highlights for the year 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 audit. We conducted our audit 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 audit, which included confirmation of securities at December 31, 2014 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

New York, New York

February 19, 2015

20

Focused Opportunities 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 $2,781,240 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 gain, if any) that qualifies for the dividends received deduction for the current fiscal year is 6.25%, or if different, the maximum allowable under tax law.

21

Focused Opportunities 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:	69
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. (2000-2014)
	HLTH Corp (WebMD) (2000-2010)
	Cheyne Capital International (2000-present)
	GMP Companies (2000-2011)
	Cytos Biotechnology Ltd. (2012-2014)

22

Focused Opportunities 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:	80
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:	28
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

Focused Opportunities 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:	47
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.

24

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25

Focused Opportunities Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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.

MNFOC-12/14-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. Life Sciences Series, Small Cap Series, Technology Series, Real Estate Series, International Series, World Opportunities Series, Core Bond Series, Core Plus Bond Series, High Yield Bond Series, Ohio Tax Exempt Series, Diversified Tax Exempt Series, New York Tax Exempt Series, Inflation Focus Equity Series, Emerging Markets Series, Global Fixed Income Series, Strategic Income Moderate Series, and Strategic Income Conservative Series, collectively the “Fund”) by PricewaterhouseCoopers LLP (“PwC”) as of and for the years ended December 31, 2014 and 2013 were:

	2014		2013
Audit Fees (a)		497,710		484,950
Audit Related Fees (b)		0		10,700
Tax Fees (c)		126,590		112,035
All Other Fees (d)		0		0
		624,300		607,685

(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 December 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 provides 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 December 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 December 31, 2014 and 2013.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2014 and 2013 were $126,590 and $112,035, 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/ Reuben Auspitz                                         

B. Reuben Auspitz

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

Date: February 24, 2015

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/ Reuben Auspitz                                         

B. Reuben Auspitz

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

Date: February 24, 2015

/s/ Christine Glavin                                         

Christine Glavin

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

Date: February 24, 2015