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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT

COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices)(Zip Code)

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

(Name and address of agent for service)

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

Date of fiscal year end: October 31

Date of reporting period: November 1, 2014 through April 30, 2015

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

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

ITEM 1: REPORTS TO STOCKHOLDERS.

Equity Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2014 to April 30, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                              11/1/14	ENDING  ACCOUNT VALUE                              4/30/15	EXPENSES PAID  DURING PERIOD*                        11/1/14-4/30/15
Actual	$1,000.00	$1,033.00	$5.29
Hypothetical (5% return before expenses)	$1,000.00	$1,019.59	$5.26

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.05%, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Series’ total return would have been lower had certain expenses not been waived during the period.

1

Equity Series

Portfolio Composition as of April 30, 2015

(unaudited)

2

Equity Series

Investment Portfolio - April 30, 2015

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 98.0%
Consumer Discretionary - 23.8%
Hotels, Restaurants & Leisure - 2.4%
Yum! Brands, Inc.		224,080	$	19,261,917
Internet & Catalog Retail - 5.8%
The Priceline Group, Inc.*		20,220		25,028,518
Shutterfly, Inc.*		223,230		9,991,775
TripAdvisor, Inc.*		148,810		11,977,717
				46,998,010
Media - 15.6%
AMC Networks, Inc. - Class A*		221,420		16,703,925
Discovery Communications, Inc. - Class A*		628,440		20,336,318
Gannett Co., Inc.		220,200		7,557,264
Sinclair Broadcast Group, Inc. - Class A		278,790		8,542,126
Time Warner, Inc.		239,040		20,177,366
Tribune Media Co. - Class A		169,350		9,495,455
Twenty-First Century Fox, Inc. - Class A		507,830		17,306,846
Viacom, Inc. - Class B		365,700		25,397,865
				125,517,165
Total Consumer Discretionary				191,777,092
Consumer Staples - 1.5%
Beverages - 1.5%
The Coca-Cola Co.		298,300		12,099,048
Energy - 10.2%
Energy Equipment & Services - 3.0%
Cameron International Corp.*		355,750		19,502,215
Weatherford International plc - ADR*		355,960		5,179,218
				24,681,433
Oil, Gas & Consumable Fuels - 7.2%
Apache Corp.		117,570		8,041,788
EOG Resources, Inc.		166,680		16,492,986
Hess Corp.		322,140		24,772,566
Range Resources Corp.		135,070		8,585,049
				57,892,389
Total Energy				82,573,822
Financials - 6.6%
Banks - 1.8%
Popular, Inc.*		459,070		14,887,640
Consumer Finance - 1.1%
SLM Corp.*		856,080		8,723,455
Real Estate Investment Trusts (REITS) - 2.2%
Plum Creek Timber Co., Inc.		186,060		7,851,732

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

3

Equity Series

Investment Portfolio - April 30, 2015

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Weyerhaeuser Co.		306,900	$	9,670,419
				17,522,151
Real Estate Management & Development - 1.5%
Realogy Holdings Corp.*		261,260		12,386,337
Total Financials				53,519,583
Health Care - 15.4%
Health Care Equipment & Supplies - 3.7%
Alere, Inc.*		166,320		7,896,874
HeartWare International, Inc.*		94,070		7,122,040
Intuitive Surgical, Inc.*		14,750		7,315,705
Thoratec Corp.*		183,630		7,365,399
				29,700,018
Health Care Providers & Services - 2.5%
DaVita HealthCare Partners, Inc.*		145,060		11,764,366
Express Scripts Holding Co.*		95,420		8,244,288
				20,008,654
Health Care Technology - 3.2%
Cerner Corp.*		356,490		25,599,547
Pharmaceuticals - 6.0%
Eli Lilly & Co.		224,370		16,125,472
Johnson & Johnson		161,990		16,069,408
Merck & Co., Inc.		272,450		16,227,122
				48,422,002
Total Health Care				123,730,221
Industrials - 10.6%
Building Products - 1.9%
Masco Corp.		308,190		8,163,953
Owens Corning		195,900		7,573,494
				15,737,447
Industrial Conglomerates - 3.8%
Danaher Corp.		96,320		7,886,682
General Electric Co.		832,030		22,531,372
				30,418,054
Machinery - 3.9%
Flowserve Corp.		141,510		8,282,580
Joy Global, Inc.		292,100		12,455,144
Xylem, Inc.		285,260		10,560,325
				31,298,049

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

4

Equity Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Road & Rail - 1.0%
Union Pacific Corp.		73,930	$	7,853,584
Total Industrials				85,307,134
Information Technology - 22.9%
Communications Equipment - 1.3%
Juniper Networks, Inc.		397,450		10,504,604
Electronic Equipment, Instruments & Components - 1.5%
FLIR Systems, Inc.		391,200		12,084,168
Internet Software & Services - 8.4%
eBay, Inc.*		347,420		20,240,689
Facebook, Inc. - Class A*		99,130		7,808,470
Google, Inc. - Class A*		29,610		16,249,080
Google, Inc. - Class C*		30,183		16,218,412
HomeAway, Inc.*		255,400		7,138,430
				67,655,081
IT Services - 6.8%
EVERTEC, Inc.		551,840		11,439,643
MasterCard, Inc. - Class A		225,240		20,318,900
VeriFone Systems, Inc.*		234,090		8,373,399
Visa, Inc. - Class A		225,000		14,861,250
				54,993,192
Software - 3.4%
ANSYS, Inc.*		95,880		8,230,339
Aspen Technology, Inc.*		98,450		4,370,196
Electronic Arts, Inc.*		248,220		14,419,100
				27,019,635
Technology Hardware, Storage & Peripherals - 1.5%
EMC Corp.		462,650		12,449,912
Total Information Technology				184,706,592
Materials - 6.0%
Chemicals - 4.0%
Monsanto Co.		231,380		26,368,065
Tronox Ltd. - Class A		285,960		5,990,862
				32,358,927
Metals & Mining - 2.0%
Alcoa, Inc.		1,190,120		15,971,410
Total Materials				48,330,337

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

5

Equity Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Telecommunication Services - 1.0%
Wireless Telecommunication Services - 1.0%
T-Mobile US, Inc.*		242,250	$	8,246,190
TOTAL COMMON STOCKS
(Identified Cost $719,114,662)				790,290,019
SHORT-TERM INVESTMENT - 2.9%
Dreyfus Cash Management, Inc. - Institutional Shares1, 0.04%
(Identified Cost $23,161,990)		23,161,990		23,161,990
TOTAL INVESTMENTS - 100.9%
(Identified Cost $742,276,652)				813,452,009
LIABILITIES, LESS OTHER ASSETS - (0.9%)				(7,613,204	)
NET ASSETS - 100%			$	805,838,805

ADR - American Depositary Receipt

*Non-income producing security.

¹Rate shown is the current yield as of April 30, 2015.

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

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

6

Equity Series

Statement of Assets and Liabilities

April 30, 2015 (unaudited)

Investments, at value (identified cost $742,276,652) (Note 2)	$	813,452,009
Receivable for securities sold		22,255,678
Receivable for fund shares sold		2,100,372
Dividends receivable		193,964
Prepaid and other expenses		4,767
TOTAL ASSETS		838,006,790
LIABILITIES:
Accrued management fees (Note 3)		634,367
Accrued transfer agent fees (Note 3)		149,969
Accrued fund accounting and administration fees (Note 3)		50,028
Accrued Directors’ fees (Note 3)		4,827
Accrued Chief Compliance Officer service fees (Note 3)		385
Payable for securities purchased		30,103,192
Payable for fund shares repurchased		1,065,811
Other payables and accrued expenses		159,406
TOTAL LIABILITIES		32,167,985
TOTAL NET ASSETS	$	805,838,805
NET ASSETS CONSIST OF:
Capital stock	$	462,245
Additional paid-in-capital		652,214,326
Undistributed net investment income		110,919
Accumulated net realized gain (loss) on investments		81,875,958
Net unrealized appreciation (depreciation) on investments		71,175,357
TOTAL NET ASSETS	$	805,838,805
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($805,838,805/46,224,531 shares)	$	17.43

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

7

Equity Series

Statement of Operations

For the Six Months Ended April 30, 2015 (unaudited)

INVESTMENT INCOME:
Dividends	$	5,478,819
EXPENSES:
Management fees (Note 3)		4,887,128
Transfer agent fees (Note 3)		157,530
Fund accounting and administration fees (Note 3)		55,353
Directors’ fees (Note 3)		21,614
Chief Compliance Officer service fees (Note 3)		1,213
Custodian fees		25,934
Miscellaneous		158,612
Total Expenses		5,307,384
Less reduction of expenses (Note 3)		(186,338	)
Net Expenses		5,121,046
NET INVESTMENT INCOME		357,773
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments		84,160,996
Net change in unrealized appreciation (depreciation) on investments		(53,550,395	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		30,610,601
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	30,968,374

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

8

Equity Series

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	357,773		$	(93,507	)
Net realized gain (loss) on investments		84,160,996			235,731,957
Net change in unrealized appreciation (depreciation) on investments		(53,550,395	)		(80,831,677	)
Net increase from operations		30,968,374			154,806,773
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(246,854	)		(486,768	)
From net realized gain on investments		(202,469,325	)		(164,860,135	)
Total distributions to shareholders		(202,716,179	)		(165,346,903	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		(312,748,437	)		63,355,672
Net increase (decrease) in net assets		(484,496,242	)		52,815,542
NET ASSETS:
Beginning of period		1,290,335,047			1,237,519,505
End of period (including undistributed net investment income of $110,919 and $0, respectively)	$	805,838,805		$	1,290,335,047

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

9

Equity Series

Financial Highlights

	FOR THE SIX MONTHS ENDED 4/30/15			FOR THE YEARS ENDED
	(UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	21.15		$	21.60		$	19.03		$	18.45		$	17.91		$	15.55
Income (loss) from investment operations:
Net investment income (loss)1		0.01			(0.00	)2		0.01			0.01			0.04			0.03
Net realized and unrealized gain (loss) on investments		0.37			2.51			5.14			1.26			0.55			2.35
Total from investment operations		0.38			2.51			5.15			1.27			0.59			2.38
Less distributions to shareholders:
From net investment income		(0.00	)2		(0.01	)		(0.03	)		(0.04	)		(0.05	)		(0.02	)
From net realized gain on investments		(4.10	)		(2.95	)		(2.55	)		(0.65	)		—			—
Total distributions to shareholders		(4.10	)		(2.96	)		(2.58	)		(0.69	)		(0.05	)		(0.02	)
Net asset value - End of period	$	17.43		$	21.15		$	21.60		$	19.03		$	18.45		$	17.91
Net assets - End of period (000’s omitted)	$	805,839		$	1,290,335		$	1,237,520		$	1,418,468		$	1,925,038		$	1,579,323
Total return3		3.30	%		13.23	%		30.61	%		7.37	%		3.30	%		15.29	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.05	%4		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%
Net investment income (loss)		0.07	%4		(0.01	%)		0.06	%		0.06	%		0.24	%		0.17	%
Portfolio turnover		33	%		61	%		52	%		63	%		54	%		56	%
*The investment advisor did not impose all or a portion of its management and/or other fees, and in some years may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.04	%4		0.02	%		0.06	%		0.05	%		0.02	%		0.02	%

¹Calculated based on average shares outstanding during the periods.

²Less than $(0.01).

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

⁴Annualized.

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

10

Equity Series

Notes to Financial Statements

(unaudited)

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of April 30, 2015, 10.8 billion shares have been designated in total among 43 series, of which 200 million have been designated as Equity Series Class A common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

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

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

11

Equity Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of April 30, 2015 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	191,777,092	$	191,777,092	$	—	$	—
Consumer Staples		12,099,048		12,099,048		—		—
Energy		82,573,822		82,573,822		—		—
Financials		53,519,583		53,519,583		—		—
Health Care		123,730,221		123,730,221		—		—
Industrials		85,307,134		85,307,134		—		—
Information Technology		184,706,592		184,706,592		—		—
Materials		48,330,337		48,330,337		—		—
Telecommunication Services		8,246,190		8,246,190		—		—
Mutual Fund		23,161,990		23,161,990		—		—
Total assets	$	813,452,009	$	813,452,009	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2014 or April 30, 2015.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2015.

Security Transactions, Investment Income and Expenses

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

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

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At April 30, 2015, 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.

12

Equity Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Federal Taxes (continued)

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2011 through October 31, 2014. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/repatriation transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. Transactions with Affiliates

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

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

The Advisor has contractually agreed, until at least February 29, 2016, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 1.05% of average daily net assets each year. Accordingly, the Advisor waived fees of $186,338 for the six months ended April 30, 2015, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

13

Equity Series

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates (continued)

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 six months ended April 30, 2015, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $311,604,084 and $780,141,554, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Equity Series were:

	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,244,692		$	93,669,736			15,707,742		$	325,559,753
Reinvested		12,190,109			197,967,380			6,888,560			130,193,777
Repurchased		(32,216,714	)		(604,385,553	)		(18,889,945	)		(392,397,858	)
Total		(14,781,913	)	$	(312,748,437	)		3,706,357		$	63,355,672

At April 30, 2015, the retirement plan of the Advisor and its affiliates owned 394,172 shares of the Series (0.05% of shares outstanding) valued at $6,874,368.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of April 30, 2015.

7. Foreign Securities

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

14

Equity Series

Notes to Financial Statements (continued)

(unaudited)

8. Federal Income Tax Information

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2014, were as follows:

Ordinary income	$	42,144,643
Long-term capital gains		123,202,260

At April 30, 2015, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:

Cost for federal income tax purposes	$	745,533,691
Unrealized appreciation		83,392,344
Unrealized depreciation		(15,474,026	)
Net unrealized appreciation	$	67,918,318

15

Equity Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 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.

16

Equity Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. 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.

17

Equity Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic notification or “e-delivery” when certain documents are available on-line to be downloaded or reviewed. Direct shareholders can elect to receive electronic notification when shareholder reports, prospectus updates, and/or statements are available. If you do not currently have on-line access to your account, you can establish access by going to www.manning-napier.com, click on “Login” in the top corner of the page, and follow the prompts to self-enroll. Once enrolled, you can set your electronic notification preferences by clicking on the Account Options tab located within the green toolbar and then select E-Delivery Option. Should you have any questions on either how to establish on-line access or how to update your account settings, please contact Investor Services at 1-800-466-3863.

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

MNEQY-4/15-SAR

Tax Managed Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2014 to April 30, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                               11/1/14	ENDING  ACCOUNT VALUE                               4/30/15	EXPENSES PAID  DURING PERIOD*                               11/1/14-4/30/15
Actual	$1,000.00	$1,040.40	$6.07
Hypothetical (5% return before expenses)	$1,000.00	$1,018.84	$6.01

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

1

Tax Managed Series

Portfolio Composition as of April 30, 2015

(unaudited)

2

Tax Managed Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS - 99.9%
Consumer Discretionary - 22.6%
Hotels, Restaurants & Leisure - 1.8%
Yum! Brands, Inc.		5,500	$	472,780
Internet & Catalog Retail - 4.9%
The Priceline Group, Inc.*		550		680,795
Shutterfly, Inc.*		6,220		278,407
TripAdvisor, Inc.*		4,030		324,375
				1,283,577
Media - 14.6%
AMC Networks, Inc. - Class A*		5,700		430,008
Discovery Communications, Inc. - Class A*		17,010		550,444
Gannett Co., Inc.		10,530		361,390
Liberty Global plc - Class A - ADR (United Kingdom)*		2,850		148,599
Nexstar Broadcasting Group, Inc. - Class A		3,290		192,333
Sinclair Broadcast Group, Inc. - Class A		7,660		234,702
Time Warner, Inc.		6,470		546,133
Tribune Media Co. - Class A		5,260		294,928
Twenty-First Century Fox, Inc. - Class A		13,040		444,403
Viacom, Inc. - Class B		9,090		631,301
				3,834,241
Textiles, Apparel & Luxury Goods - 1.3%
lululemon athletica, Inc.*		5,440		346,202
Total Consumer Discretionary				5,936,800
Consumer Staples - 9.7%
Beverages - 5.6%
AMBEV S.A. - ADR (Brazil)		67,770		428,984
Anheuser-Busch InBev N.V. (Belgium)1		3,580		435,860
The Coca-Cola Co.		8,370		339,487
Diageo plc (United Kingdom)1		9,810		272,347
				1,476,678
Food Products - 3.0%
Danone S.A. (France)1		2,730		197,549
Nestle S.A. (Switzerland)1		3,800		294,820
Unilever plc - ADR (United Kingdom)		6,670		292,279
				784,648
Personal Products - 1.1%
Beiersdorf AG (Germany)1		3,320		288,793
Total Consumer Staples				2,550,119
Energy - 9.6%
Energy Equipment & Services - 4.3%
Cameron International Corp.*		9,230		505,989

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

3

Tax Managed Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Schlumberger Ltd.		4,190	$	396,416
Weatherford International plc - ADR*		16,160		235,128
				1,137,533
Oil, Gas & Consumable Fuels - 5.3%
Apache Corp.		3,360		229,824
EOG Resources, Inc.		3,120		308,724
Hess Corp.		7,840		602,896
Range Resources Corp.		3,920		249,155
				1,390,599
Total Energy				2,528,132
Financials - 5.4%
Banks - 1.2%
Popular, Inc.*		9,990		323,976
Consumer Finance - 1.3%
SLM Corp.*		32,250		328,627
Real Estate Investment Trusts (REITS) - 2.2%
Plum Creek Timber Co., Inc.		7,050		297,510
Weyerhaeuser Co.		8,620		271,616
				569,126
Real Estate Management & Development - 0.7%
Realogy Holdings Corp.*		3,770		178,736
Total Financials				1,400,465
Health Care - 15.1%
Health Care Equipment & Supplies - 1.0%
Intuitive Surgical, Inc.*		550		272,789
Health Care Providers & Services - 3.9%
DaVita HealthCare Partners, Inc.*		4,630		375,493
Express Scripts Holding Co.*		4,160		359,424
Fresenius Medical Care AG & Co. KGaA (Germany)1		3,560		299,189
				1,034,106
Health Care Technology - 4.4%
Cerner Corp.*		15,890		1,141,061
Life Sciences Tools & Services - 1.0%
QIAGEN N.V. - ADR*		11,470		273,101
Pharmaceuticals - 4.8%
Eli Lilly & Co.		6,210		446,313
Johnson & Johnson		4,350		431,520
Merck & Co., Inc.		3,780		225,137

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

4

Tax Managed Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Pharmaceuticals (continued)
Sanofi - ADR (France)		2,820	$	142,551
				1,245,521
Total Health Care				3,966,578
Industrials - 8.8%
Building Products - 2.2%
Masco Corp.		9,280		245,827
Owens Corning		8,710		336,729
				582,556
Industrial Conglomerates - 3.4%
Danaher Corp.		3,430		280,848
General Electric Co.		22,870		619,320
				900,168
Machinery - 2.4%
Joy Global, Inc.		7,450		317,668
Xylem, Inc.		7,940		293,939
				611,607
Road & Rail - 0.8%
Union Pacific Corp.		2,040		216,709
Total Industrials				2,311,040
Information Technology - 21.4%
Communications Equipment - 2.4%
Juniper Networks, Inc.		23,430		619,255
Electronic Equipment, Instruments & Components - 0.8%
FLIR Systems, Inc.		7,080		218,701
Internet Software & Services - 7.7%
eBay, Inc.*		10,390		605,321
Facebook, Inc. - Class A*		1,350		106,339
Google, Inc. - Class A*		760		417,065
Google, Inc. - Class C*		772		414,890
HomeAway, Inc.*		4,200		117,390
LinkedIn Corp. - Class A*		1,410		355,503
				2,016,508
IT Services - 6.1%
Amdocs Ltd. - ADR		1,330		73,243
EVERTEC, Inc.		15,090		312,816
MasterCard, Inc. - Class A		6,110		551,183
VeriFone Systems, Inc.*		6,120		218,912

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

5

Tax Managed Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services (continued)
Visa, Inc. - Class A		6,920	$	457,066
				1,613,220
Software - 2.9%
ANSYS, Inc.*		3,830		328,767
Aspen Technology, Inc.*		3,060		135,833
Electronic Arts, Inc.*		5,100		296,259
				760,859
Technology Hardware, Storage & Peripherals - 1.5%
EMC Corp.		14,190		381,853
Total Information Technology				5,610,396
Materials - 7.3%
Chemicals - 5.6%
Monsanto Co.		6,130		698,575
The Mosaic Co.		9,040		397,760
Potash Corp. of Saskatchewan, Inc. (Canada)		6,660		217,382
Tronox Ltd. - Class A		7,510		157,335
				1,471,052
Metals & Mining - 1.7%
Alcoa, Inc.		32,680		438,566
Total Materials				1,909,618
TOTAL COMMON STOCKS
(Identified Cost $21,216,644)				26,213,148
SHORT-TERM INVESTMENT - 2.5%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.04%
(Identified Cost $670,737)		670,737		670,737
TOTAL INVESTMENTS - 102.4%
(Identified Cost $21,887,381)				26,883,885
LIABILITIES, LESS OTHER ASSETS - (2.4%)				(635,786	)
NET ASSETS - 100%			$	26,248,099

ADR - American Depositary Receipt

*Non-income producing security.

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

²Rate shown is the current yield as of April 30, 2015.

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

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

6

Tax Managed Series

Statement of Assets and Liabilities

April 30, 2015 (unaudited)

ASSETS:
Investments, at value (identified cost $21,887,381) (Note 2)	$	26,883,885
Foreign tax reclaims receivable		13,651
Dividends receivable		9,794
Receivable for fund shares sold		3,513
Prepaid and other expenses		157
TOTAL ASSETS		26,911,000
LIABILITIES:
Accrued management fees (Note 3)		17,628
Accrued fund accounting and administration fees (Note 3)		12,360
Accrued transfer agent fees (Note 3)		3,664
Accrued Chief Compliance Officer service fees (Note 3)		385
Accrued Directors’ fees (Note 3)		86
Payable for securities purchased		604,241
Other payables and accrued expenses		24,537
TOTAL LIABILITIES		662,901
TOTAL NET ASSETS	$	26,248,099
NET ASSETS CONSIST OF:
Capital stock	$	9,391
Additional paid-in-capital		18,527,833
Undistributed net investment income		27,998
Accumulated net realized gain (loss) on investments, foreign currency and translation of other assets and liabilities		2,687,906
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		4,994,971
TOTAL NET ASSETS	$	26,248,099
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($26,248,099/939,077 shares)	$	27.95

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

7

Tax Managed Series

Statement of Operations

For the Six Months Ended April 30, 2015 (unaudited)

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $5,255)		$	208,006
EXPENSES:
Management fees (Note 3)			147,328
Fund accounting and administration fees (Note 3)			14,629
Transfer agent fees (Note 3)			3,920
Chief Compliance Officer service fees (Note 3)			1,213
Directors’ fees (Note 3)			594
Audit fees			11,282
Custodian fees			1,674
Miscellaneous			18,844
Total Expenses			199,484
Less reduction of expenses (Note 3)			(22,691	)
Net Expenses			176,793
NET INVESTMENT INCOME			31,213
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments			2,735,634
Foreign currency and translation of other assets and liabilities			(279	)
			2,735,355
Net change in unrealized appreciation (depreciation) on-
Investments			(1,749,197	)
Foreign currency and translation of other assets and liabilities			(669	)
			(1,749,866	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY			985,489
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	1,016,702
	��

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

8

Tax Managed Series

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	31,213		$	39,346
Net realized gain (loss) on investments and foreign currency		2,735,355			5,677,095
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(1,749,866	)		(1,671,358	)
Net increase from operations		1,016,702			4,045,083
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(35,591	)		(12,151	)
From net realized gain on investments		(5,677,513	)		(4,642,767	)
Total distributions to shareholders		(5,713,104	)		(4,654,918	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		(3,237,531	)		1,123,252
Net increase (decrease) in net assets		(7,933,933	)		513,417
NET ASSETS:
Beginning of period		34,182,032			33,668,615
End of period (including undistributed net investment income of $ 27,998 and $ 32,376, respectively)	$	26,248,099		$	34,182,032

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

9

Tax Managed Series

Financial Highlights

	FOR THE SIX
	MONTHS ENDED
	4/30/15			FOR THE YEARS ENDED
	(UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	33.05		$	33.95		$	27.69		$	24.96		$	25.01		$	21.32
Income (loss) from investment operations:
Net investment income1		0.03			0.04			0.04			0.03			0.08			0.06
Net realized and unrealized gain (loss) on investments		0.84			3.73			7.52			2.77			(0.06	)		3.67
Total from investment operations		0.87			3.77			7.56			2.80			0.02			3.73
Less distributions to shareholders:
From net investment income		(0.04	)		(0.01	)		(0.06	)		(0.07	)		(0.07	)		(0.04	)
From net realized gain on investments		(5.93	)		(4.66	)		(1.24	)		—			—			—
Total distributions to shareholders		(5.97	)		(4.67	)		(1.30	)		(0.07	)		(0.07	)		(0.04	)
Net asset value - End of period	$	27.95		$	33.05		$	33.95		$	27.69		$	24.96		$	25.01
Net assets - End of period
(000’s omitted)	$	26,248		$	34,182		$	33,669		$	29,776		$	47,663		$	45,276
Total return2		4.04	%		12.82	%		28.41	%		11.28	%		0.08	%		17.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.20	%3		1.20	%		1.20	%		1.20	%		1.20	%		1.20	%
Net investment income		0.21	%3		0.11	%		0.13	%		0.12	%		0.29	%		0.28	%
Portfolio turnover		33	%		47	%		56	%		47	%		57	%		56	%
*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.15	%3		0.13	%		0.15	%		0.10	%		0.04	%		0.14	%

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

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

10

Tax Managed Series

Notes to Financial Statements

(unaudited)

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of April 30, 2015, 10.8 billion shares have been designated in total among 43 series, of which 87.5 million have been designated as Tax Managed Series Class A common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

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

11

Tax Managed Series

Notes to Financial Statements (continued)

(unaudited)

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 April 30, 2015 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	5,936,800	$	5,936,800	$	—	$	—
Consumer Staples		2,550,119		1,060,750		1,489,369		—
Energy		2,528,132		2,528,132		—		—
Financials		1,400,465		1,400,465		—		—
Health Care		3,966,578		3,667,389		299,189		—
Industrials		2,311,040		2,311,040		—		—
Information Technology		5,610,396		5,610,396		—		—
Materials		1,909,618		1,909,618		—		—
Mutual Fund		670,737		670,737		—		—
Total assets	$	26,883,885	$	25,095,327	$	1,788,558	$	—

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

There were no Level 3 securities held by the Series as of October 31, 2014 or April 30, 2015.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2015.

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

12

Tax Managed Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At April 30, 2015, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2011 through October 31, 2014. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/repatriation transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. Transactions with Affiliates

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

13

Tax Managed Series

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates (continued)

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

The Advisor has contractually agreed, until at least February 29, 2016, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 1.20% of average daily net assets each year. Accordingly, the Advisor waived fees of $22,691 for the six months ended April 30, 2015, 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 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 six months ended April 30, 2015, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $9,698,378 and $16,946,817, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Tax Managed Series were:

	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		56,128		$	1,569,193			134,805		$	4,412,182
Reinvested		212,207			5,504,662			152,482			4,482,969
Repurchased		(363,652	)		(10,311,386	)		(244,469	)		(7,771,899	)
Total		(95,317	)	$	(3,237,531	)		42,818		$	1,123,252

At April 30, 2015, one shareholder account owned 156,585 shares of the Series (16.7% of shares outstanding) valued at $4,376,564. Investment activities of these shareholders may have a material effect on the Series.

14

Tax Managed Series

Notes to Financial Statements (continued)

(unaudited)

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of April 30, 2015.

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2014 were as follows:

Ordinary income	$	11,339
Long-term capital gains		4,643,579

At April 30, 2015, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:

Cost for federal income tax purposes	$	21,920,452
Unrealized appreciation		5,237,992
Unrealized depreciation		(274,559	)
Net unrealized appreciation	$	4,963,433

15

Tax Managed Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 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.

16

Tax Managed Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. 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.

17

Tax Managed Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic notification or “e-delivery” when certain documents are available on-line to be downloaded or reviewed. Direct shareholders can elect to receive electronic notification when shareholder reports, prospectus updates, and/or statements are available. If you do not currently have on-line access to your account, you can establish access by going to www.manning-napier.com, click on “Login” in the top corner of the page, and follow the prompts to self-enroll. Once enrolled, you can set your electronic notification preferences by clicking on the Account Options tab located within the green toolbar and then select E-Delivery Option. Should you have any questions on either how to establish on-line access or how to update your account settings, please contact Investor Services at 1-800-466-3863.

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

MNTAX-4/15-SAR

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (November 1, 2014 to April 30, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target Income
Actual (Class K)	$1,000.00	$1,012.00	$1.50	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,010.60	$2.74	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,012.50	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target 2010
Actual (Class K)	$1,000.00	$1,009.60	$1.49	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,011.30	$2.74	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,011.00	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

1

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target 2015
Actual (Class K)	$1,000.00	$1,017.70	$1.50	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,015.50	$2.75	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,019.10	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target 2020
Actual (Class K)	$1,000.00	$1,017.90	$1.50	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,019.60	$2.75	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,019.10	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target 2025
Actual (Class K)	$1,000.00	$1,022.90	$1.50	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,022.10	$2.76	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,024.30	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

2

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target 2030
Actual (Class K)	$1,000.00	$1,025.60	$1.51	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,028.70	$2.77	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,026.80	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target 2035
Actual (Class K)	$1,000.00	$1,028.90	$1.51	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,028.50	$2.77	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,030.70	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target 2040
Actual (Class K)	$1,000.00	$1,031.30	$1.51	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,036.30	$2.78	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,032.60	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

3

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target 2045
Actual (Class K)	$1,000.00	$1,035.70	$1.51	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,034.20	$2.77	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,036.40	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target 2050
Actual (Class K)	$1,000.00	$1,035.20	$1.51	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,036.60	$2.78	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,037.20	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

	BEGINNING  ACCOUNT VALUE                  11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/151	ANNUALIZED                   EXPENSE  RATIO2
Target 2055
Actual (Class K)	$1,000.00	$1,036.50	$1.51	0.30%
Hypothetical3	$1,000.00	$1,023.31	$1.51	0.30%
Actual (Class R)	$1,000.00	$1,035.30	$2.78	0.55%
Hypothetical3	$1,000.00	$1,022.07	$2.76	0.55%
Actual (Class I)	$1,000.00	$1,037.70	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.55	$0.25	0.05%

¹Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Class’ total returns would have been lower had certain expenses not been reimbursed during the period.

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

³Assumes 5% annual return before expenses.

4

Portfolio Composition as of April 30, 2015 - Asset Allocation¹

(unaudited)

5

Portfolio Composition as of April 30, 2015 - Asset Allocation¹

(unaudited)

6

Investment Portfolios - April 30, 2015

(unaudited)

TARGET INCOME SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Conservative Term Series - Class I		6,113,100	$	64,493,201
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $66,199,154)				64,493,201
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(18,324	)
NET ASSETS - 100%			$	64,474,877
*Less than (0.1%).
TARGET 2010 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.5%
Manning & Napier Pro-Blend® Conservative Term Series - Class I		3,906,225	$	41,210,673
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $41,756,936)				41,210,673
LIABILITIES, LESS OTHER ASSETS - (0.5%)				(214,190	)
NET ASSETS - 100%			$	40,996,483
TARGET 2015 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.4%
Manning & Napier Pro-Blend® Moderate Term Series - Class I		932,378	$	9,789,965
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $10,099,967)				9,789,965
LIABILITIES, LESS OTHER ASSETS - (0.4%)				(35,438	)
NET ASSETS - 100%			$	9,754,527

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

7

Investment Portfolios - April 30, 2015

(unaudited)

TARGET 2020 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Extended Term Series - Class I		4,201,041	$	42,262,477
Manning & Napier Pro-Blend® Moderate Term Series - Class I		11,882,490		124,766,144
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $172,438,685)				167,028,621
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(39,228	)
NET ASSETS - 100%			$	166,989,393
*Less than (0.1%).
TARGET 2025 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.1%
Manning & Napier Pro-Blend® Extended Term Series - Class I		2,888,276	$	29,056,052
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $30,537,370)				29,056,052
LIABILITIES, LESS OTHER ASSETS - (0.1%)				(42,249	)
NET ASSETS - 100%			$	29,013,803
TARGET 2030 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.2%
Manning & Napier Pro-Blend® Extended Term Series - Class I		12,800,046	$	128,768,467
Manning & Napier Pro-Blend® Maximum Term Series - Class I		4,099,145		43,901,843
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $182,266,704)				172,670,310
LIABILITIES, LESS OTHER ASSETS - (0.2%)				(335,687	)
NET ASSETS - 100%			$	172,334,623

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

8

Investment Portfolios - April 30, 2015

(unaudited)

TARGET 2035 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.2%
Manning & Napier Pro-Blend® Extended Term Series - Class I		1,123,103	$	11,298,414
Manning & Napier Pro-Blend® Maximum Term Series - Class I		1,074,606		11,509,030
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $24,402,406)				22,807,444
LIABILITIES, LESS OTHER ASSETS - (0.2%)				(42,146	)
NET ASSETS - 100%			$	22,765,298
TARGET 2040 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.6%
Manning & Napier Pro-Blend® Extended Term Series - Class I		2,519,655	$	25,347,730
Manning & Napier Pro-Blend® Maximum Term Series - Class I		7,268,768		77,848,504
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $109,166,521)				103,196,234
LIABILITIES, LESS OTHER ASSETS - (0.6%)				(575,248	)
NET ASSETS - 100%			$	102,620,986
TARGET 2045 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.4%
Manning & Napier Pro-Blend® Maximum Term Series - Class I		934,834	$	10,012,070
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $10,765,603)				10,012,070
LIABILITIES, LESS OTHER ASSETS - (0.4%)				(39,972	)
NET ASSETS - 100%			$	9,972,098

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

9

Investment Portfolios - April 30, 2015

(unaudited)

TARGET 2050 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Pro-Blend® Maximum Term Series - Class I		2,958,131	$	31,681,582
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $33,015,076)				31,681,582
LIABILITIES, LESS OTHER ASSETS - 0.0%*				(8,279	)
NET ASSETS - 100%			$	31,673,303
*Less than (0.1%).
TARGET 2055 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 103.3%
Manning & Napier Pro-Blend® Maximum Term Series - Class I		280,510	$	3,004,263
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $3,212,116)				3,004,263
LIABILITIES, LESS OTHER ASSETS - (3.3%)				(95,457	)
NET ASSETS - 100%			$	2,908,806

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

10

Statements of Assets and Liabilities

April 30, 2015 (unaudited)

	TARGET INCOME			TARGET 2010			TARGET 2015			TARGET 2020			TARGET 2025			TARGET 2030
ASSETS:
Total investments in Underlying Series:
At value*	$	64,493,201		$	41,210,673		$	9,789,965		$	167,028,621		$	29,056,052		$	172,670,310
Receivable from Advisor (Note 3)		8,994			9,265			10,853			5,597			10,384			6,018
Receivable for shares of Underlying Series sold		71,387			—			402,118			—			—			201,508
Receivable for fund shares sold		23,801			11,090			1,344			306,481			9,045			146,051
Prepaid expenses		19,044			18,921			2			19,691			7			19,740
TOTAL ASSETS		64,616,427			41,249,949			10,204,282			167,360,390			29,075,488			173,043,627
LIABILITIES:
Accrued distribution and service (Rule 12b-1) fees (Note 3)		10,881			5,224			1,041			19,957			3,092			22,226
Accrued fund accounting and administration fees (Note 3)		20,892			20,639			15,701			22,089			20,957			22,249
Accrued transfer agent fees (Note 3)		3,471			3,085			1,868			3,771			1,995			5,583
Accrued Chief Compliance Officer service fees (Note 3)		384			384			685			384			685			384
Payable for fund shares repurchased		95,184			203,760			403,408			24,011			2,112			641,719
Audit fees payable		8,302			8,282			11,677			8,448			11,639			8,410
Payable for shares of Underlying Series purchased		—			10,913			—			280,048			6,129			—
Accrued Registration and filing fees		—			—			—			—			13,944			—
Other payables and accrued expenses		2,436			1,179			15,375			12,289			1,132			8,433
TOTAL LIABILITIES		141,550			253,466			449,755			370,997			61,685			709,004
TOTAL NET ASSETS	$	64,474,877		$	40,996,483		$	9,754,527		$	166,989,393		$	29,013,803		$	172,334,623
NET ASSETS CONSIST OF:
Capital stock		64,409			42,752			8,372			169,107			23,408			166,927
Additional paid-in-capital		62,106,012			39,717,315			9,576,978			159,148,326			28,550,113			160,250,860
Undistributed net investment (loss)		(854,023	)		(563,470	)		(125,951	)		(3,031,439	)		(572,716	)		(6,176,140	)
Accumulated net realized gain on Underlying Series		4,864,432			2,346,149			605,130			16,113,463			2,494,316			27,689,370
Net unrealized depreciation on Underlying Series		(1,705,953	)		(546,263	)		(310,002	)		(5,410,064	)		(1,481,318	)		(9,596,394	)
TOTAL NET ASSETS	$	64,474,877		$	40,996,483		$	9,754,527		$	166,989,393		$	29,013,803		$	172,334,623
Class K
Net Assets	$	48,453,939		$	23,275,675		$	3,384,444		$	78,330,929		$	10,947,012		$	81,436,182
Shares Outstanding		4,842,232	��		2,431,699			290,962			7,943,295			882,070			7,916,483
Net Asset Value, Offering Price, and Redemption Price per share	$	10.01		$	9.57		$	11.63		$	9.86		$	12.41		$	10.29
Class R
Net Assets	$	2,113,395		$	917,980		$	778,732		$	8,968,359		$	1,999,503		$	12,547,191
Shares Outstanding		213,898			96,736			66,895			921,361			160,863			1,229,737
Net Asset Value, Offering Price, and Redemption Price per share	$	9.88		$	9.49		$	11.64		$	9.73		$	12.43		$	10.20
Class I
Net Assets	$	13,907,543		$	16,802,828		$	5,591,351		$	79,690,105		$	16,067,288		$	78,351,250
Shares Outstanding		1,384,787			1,746,745			479,310			8,046,043			1,297,898			7,546,474
Net Asset Value, Offering Price, and Redemption Price per share	$	10.04		$	9.62		$	11.67		$	9.90		$	12.38		$	10.38
*At identified cost	$	66,199,154		$	41,756,936		$	10,099,967		$	172,438,685		$	30,537,370		$	182,266,704

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

11

Statements of Assets and Liabilities

April 30, 2015 (unaudited)

		TARGET 2035			TARGET 2040			TARGET 2045			TARGET 2050			TARGET 2055
ASSETS:
Total investments in Underlying Series:
At value*		$	22,807,444		$	103,196,234		$	10,012,070		$	31,681,582		$	3,004,263
Receivable from Advisor (Note 3)			10,485			7,751			10,653			10,256			11,035
Receivable for shares of Underlying Series sold			—			—			7,249			—			—
Receivable for fund shares sold			6,633			28,773			6,225			88,923			7,391
Prepaid expenses			9			18,827			11			18,553			13
TOTAL ASSETS			22,824,571			103,251,585			10,036,208			31,799,314			3,022,702
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)			20,993			21,460			21,023			20,707			21,021
Accrued distribution and service (Rule 12b-1) fees (Note 3)			2,598			13,171			1,360			4,179			466
Accrued transfer agent fees (Note 3)	��		1,941			4,001			1,952			4,501			2,215
Accrued Chief Compliance Officer service fees (Note 3)			685			384			685			384			685
Accrued Directors’ fees (Note 3)			—			—			—			—			63
Payable for fund shares repurchased			659			561,950			13,402			4,823			57,346
Payable for shares of Underlying Series purchased			5,937			14,016			—			79,873			5,687
Audit fees payable			11,652			8,343			11,680			8,256			11,693
Accrued Registration and filing fees			13,498			—			13,318			—			14,003
Other payables and accrued expenses			1,310			7,274			690			3,288			717
TOTAL LIABILITIES			59,273			630,599			64,110			126,011			113,896
TOTAL NET ASSETS		$	22,765,298		$	102,620,986		$	9,972,098		$	31,673,303		$	2,908,806
NET ASSETS CONSIST OF:
Capital stock			17,487			95,579			7,404			26,283			2,181
Additional paid-in-capital			22,604,087			94,027,015			9,976,402			27,255,515			2,971,744
Undistributed net investment (loss)			(735,297	)		(5,772,056	)		(415,558	)		(3,209,331	)		(160,200	)
Accumulated net realized gain on Underlying Series			2,473,983			20,240,735			1,157,383			8,934,330			302,934
Net unrealized depreciation on Underlying Series			(1,594,962	)		(5,970,287	)		(753,533	)		(1,333,494	)		(207,853	)
TOTAL NET ASSETS		$	22,765,298		$	102,620,986		$	9,972,098		$	31,673,303		$	2,908,806
Class K
Net Assets		$	7,890,619		$	50,258,591		$	3,487,121		$	14,271,839		$	1,230,103
Shares Outstanding			607,353			4,694,842			258,903			1,187,860			92,449
Net Asset Value, Offering Price, and Redemption Price per share		$	12.99		$	10.71		$	13.47		$	12.01		$	13.31
Class R
Net Assets		$	2,435,163		$	6,391,298		$	1,581,069		$	2,482,829		$	412,131
Shares Outstanding			187,090			601,052			118,008			208,329			31,232
Net Asset Value, Offering Price, and Redemption Price per share		$	13.02		$	10.63		$	13.40		$	11.92		$	13.20
Class I
Net Assets		$	12,439,516		$	45,971,097		$	4,903,908		$	14,918,635		$	1,266,572
Shares Outstanding			954,262			4,262,051			363,455			1,232,156			94,402
Net Asset Value, Offering Price, and Redemption Price per share		$	13.04		$	10.79		$	13.49		$	12.11		$	13.42
*At identified cost		$	24,402,406		$	109,166,521		$	10,765,603		$	33,015,076		$	3,212,116

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

12

Statements of Operations

For the Six Months Ended April 30, 2015 (unaudited)

	TARGET INCOME			TARGET 2010			TARGET 2015			TARGET 2020			TARGET 2025			TARGET 2030
INVESTMENT INCOME:
Income distributions from Underlying Series	$	928,936		$	575,795		$	86,742		$	1,714,802		$	228,413		$	1,652,270
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		63,452			36,713			4,212			116,197			11,959			142,720
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		27,590			5,418			3,709			46,882			8,624			46,235
Fund accounting and administration fees (Note 3)		21,245			20,955			20,483			22,567			20,667			22,765
Transfer agent fees (Note 3)		3,703			3,213			2,938			4,471			3,236			6,676
Chief Compliance Officer service fees (Note 3)		1,213			1,213			1,107			1,213			1,107			1,213
Directors’ fees (Note 3)		439			297			100			831			174			1,216
Registration and filing fees		16,946			16,131			30,488			17,455			30,883			17,917
Audit fees		7,632			7,604			8,681			7,772			8,681			7,776
Custodian fees		920			1,839			1,888			1,847			1,880			1,839
Legal fees		225			105			10			380			23			406
Miscellaneous		7,229			4,096			1,582			9,025			1,940			9,185
Total Expenses		150,594			97,584			75,198			228,640			89,174			257,948
Less reduction of expenses (Note 3)		(40,793	)		(43,380	)		(64,723	)		(18,937	)		(61,718	)		(17,816	)
Net Expenses		109,801			54,204			10,475			209,703			27,456			240,132
NET INVESTMENT INCOME		819,135			521,591			76,267			1,505,099			200,957			1,412,138
REALIZED AND UNREALIZED GAIN/(LOSS) ON UNDERLYING SERIES:
Net realized gain on Underlying Series		582,029			(745,075	)		(240,487	)		(2,408,743	)		(605,639	)		243,228
Distributions of realized gains from Underlying Series		4,285,184			3,105,416			849,431			18,908,882			3,116,758			28,063,066
Net change in unrealized depreciation on Underlying Series		(4,912,576	)		(2,430,597	)		(478,821	)		(14,716,636	)		(2,001,523	)		(24,865,778	)
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON UNDERLYING SERIES		(45,363	)		(70,256	)		130,123			1,783,503			509,596			3,440,516
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	773,772		$	451,335		$	206,390		$	3,288,602		$	710,553		$	4,852,654

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

13

Statements of Operations

For the Six Months Ended April 30, 2015 (unaudited)

	TARGET 2035			TARGET 2040			TARGET 2045			TARGET 2050			TARGET 2055
INVESTMENT INCOME:
Income distributions from Underlying Series	$	137,159		$	758,962		$	40,944		$	316,862		$	15,779
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		8,884			98,450			3,848			53,880			2,216
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		7,170			23,193			4,561			10,100			1,277
Fund accounting and administration fees (Note 3)		20,591			21,881			20,437			21,049			20,370
Transfer agent fees (Note 3)		3,111			4,547			3,163			5,281			3,310
Chief Compliance Officer service fees (Note 3)		1,107			1,213			1,107			1,213			1,107
Directors’ fees (Note 3)		143			723			121			599			117
Registration and filing fees		30,289			17,005			30,029			16,723			30,623
Audit fees		8,681			7,693			8,681			7,609			8,681
Legal fees		18			264			7			127			3
Custodian fees		1,880			1,839			963			938			956
Miscellaneous		1,772			6,635			1,601			4,796			1,419
Total Expenses		83,646			183,443			74,518			122,315			70,079
Less reduction of expenses (Note 3)		(62,329	)		(29,270	)		(63,858	)		(43,073	)		(65,757	)
Net Expenses		21,317			154,173			10,660			79,242			4,322
NET INVESTMENT INCOME		115,842			604,789			30,284			237,620			11,457
REALIZED AND UNREALIZED GAIN/(LOSS) ON UNDERLYING SERIES:
Net realized gain (loss) on Underlying Series		(447,696	)		(611,775	)		(204,669	)		(1,937,179	)		(205,462	)
Distributions of realized gains from Underlying Series		2,934,273			20,852,697			1,404,884			10,872,401			541,421
Net change in unrealized depreciation on Underlying Series		(1,988,985	)		(17,204,974	)		(904,976	)		(7,648,038	)		(228,741	)
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON UNDERLYING SERIES		497,592			3,035,948			295,239			1,287,184			107,218
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	613,434		$	3,640,737		$	325,523		$	1,524,804		$	118,675

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

14

Statements of Changes in Net Assets

	TARGET INCOME FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14			TARGET 2010 FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14			TARGET 2015 FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	819,135		$	1,238,875		$	521,591		$	760,480		$	76,267		$	70,955
Net realized gain (loss) on Underlying Series		582,029			2,011,041			(745,075	)		1,039,033			(240,487	)		98,110
Distributions of realized gains from Underlying Series		4,285,184			3,773,118			3,105,416			2,669,735			849,431			267,474
Net change in unrealized (depreciation) on Underlying Series		(4,912,576	)		(3,131,769	)		(2,430,597	)		(1,773,778	)		(478,821	)		(56,491	)
Net increase from operations		773,772			3,891,265			451,335			2,695,470			206,390			380,048
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(1,176,046	)		(1,286,422	)		(678,169	)		(753,747	)		(66,764	)		(30,155	)
From net investment income (Class R)		(278,572	)		(327,839	)		(62,134	)		(110,947	)		(31,804	)		(23,380	)
From net investment income (Class C)		—			(21,877	)		—			(17,249	)		—			(2	)
From net investment income (Class I)		(303,256	)		(323,245	)		(400,775	)		(414,192	)		(110,724	)		(68,175	)
From net realized gain on investments (Class K)		(3,365,065	)		(1,819,428	)		(1,915,850	)		(1,089,187	)		(102,766	)		(7,981	)
From net realized gain on investments (Class R)		(851,245	)		(505,007	)		(195,044	)		(184,407	)		(52,006	)		(9,202	)
From net realized gain on investments (Class C)		—			(45,468	)		—			(39,257	)		—			(1	)
From net realized gain on investments (Class I)		(818,325	)		(432,506	)		(1,065,519	)		(560,834	)		(159,730	)		(20,916	)
Total distributions to shareholders		(6,792,509	)		(4,761,792	)		(4,317,491	)		(3,169,820	)		(523,794	)		(159,812	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		(6,963,849	)		4,698,848			(4,171,195	)		(2,060,536	)		500,102			3,697,875
Net increase (decrease) in net assets		(12,982,586	)		3,828,321			(8,037,351	)		(2,534,886	)		182,698			3,918,111
NET ASSETS:
Beginning of period		77,457,463			73,629,142			49,033,834			51,568,720			9,571,829			5,653,718
End of period1	$	64,474,877		$	77,457,463		$	40,996,483		$	49,033,834		$	9,754,527		$	9,571,829
1 Including undistributed net investment income (distributions in excess of net investment income):	$	(854,023	)	$	84,716		$	(563,470	)	$	56,017		$	(125,951	)	$	7,074

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

15

Statements of Changes in Net Assets

	TARGET 2020 FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14			TARGET 2025 FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14			TARGET 2030 FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,505,099		$	2,124,993		$	200,957		$	176,204		$	1,412,138		$	1,801,385
Net realized gain (loss) on Underlying Series		(2,408,743	)		4,495,349			(605,639	)		174,777			243,228			5,147,906
Distributions of realized gains from Underlying Series		18,908,882			12,138,459			3,116,758			943,182			28,063,066			18,450,326
Net change in unrealized (depreciation) on Underlying Series		(14,716,636	)		(7,997,262	)		(2,001,523	)		(138,919	)		(24,865,778	)		(11,533,034	)
Net increase from operations		3,288,602			10,761,539			710,553			1,155,244			4,852,654			13,866,583
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(2,338,464	)		(2,003,878	)		(267,623	)		(44,898	)		(4,405,442	)		(2,972,409	)
From net investment income (Class R)		(500,611	)		(644,604	)		(109,078	)		(53,128	)		(726,914	)		(799,542	)
From net investment income (Class C)		—			(58,853	)		—			(11,088	)		—			(73,376	)
From net investment income (Class I)		(1,851,517	)		(1,689,048	)		(415,106	)		(234,992	)		(2,594,294	)		(2,002,890	)
From net realized gain on investments (Class K)		(7,356,511	)		(3,058,836	)		(326,846	)		(2,858	)		(11,306,420	)		(2,954,941	)
From net realized gain on investments (Class R)		(1,722,295	)		(1,125,718	)		(140,351	)		(6,548	)		(1,986,960	)		(877,958	)
From net realized gain on investments (Class C)		—			(135,011	)		—			(1,961	)		—			(95,570	)
From net realized gain on investments (Class I)		(5,519,527	)		(2,449,372	)		(488,200	)		(27,313	)		(6,424,281	)		(1,937,699	)
Total distributions to shareholders		(19,288,925	)		(11,165,320	)		(1,747,204	)		(382,786	)		(27,444,311	)		(11,714,385	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		3,388,743			(7,536,690	)		5,704,384			11,375,142			(2,830,970	)		9,224,721
Net increase (decrease) in net assets		(12,611,580	)		(7,940,471	)		4,667,733			12,147,600			(25,422,627	)		11,376,919
NET ASSETS:
Beginning of period		179,600,973			187,541,444			24,346,070			12,198,470			197,757,250			186,380,331
End of period1	$	166,989,393		$	179,600,973		$	29,013,803		$	24,346,070		$	172,334,623		$	197,757,250
1 Including undistributed net investment income (distributions in excess of net investment income):	$	(3,031,439	)	$	154,054		$	(572,716	)	$	18,134		$	(6,176,140	)	$	138,372

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

16

Statements of Changes in Net Assets

	TARGET 2035 FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14			TARGET 2040 FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14			TARGET 2045 FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	115,842		$	88,056		$	604,789		$	693,938		$	30,284		$	16,659
Net realized gain (loss) on Underlying Series		(447,696	)		105,919			(611,775	)		5,287,280			(204,669	)		64,318
Distributions of realized gains from Underlying Series		2,934,273			839,412			20,852,697			15,114,458			1,404,884			329,673
Net change in unrealized (depreciation) on Underlying Series		(1,988,985	)		(187,795	)		(17,204,974	)		(11,061,373	)		(904,976	)		(49,287	)
Net increase from operations		613,434			845,592			3,640,737			10,034,303			325,523			361,363
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(311,181	)		(32,455	)		(4,010,566	)		(2,662,847	)		(149,836	)		(18,145	)
From net investment income (Class R)		(118,593	)		(46,705	)		(487,333	)		(580,648	)		(91,323	)		(24,268	)
From net investment income (Class C)		—			(1,555	)		—			(45,590	)		—			(17,240	)
From net investment income (Class I)		(431,271	)		(205,599	)		(1,937,374	)		(1,310,168	)		(206,315	)		(43,848	)
From net realized gain on investments (Class K)		(274,022	)		(4,760	)		(10,306,151	)		(2,760,808	)		(117,251	)		(1,996	)
From net realized gain on investments (Class R)		(108,826	)		(9,936	)		(1,318,271	)		(651,349	)		(73,721	)		(3,219	)
From net realized gain on investments (Class C)		—			(436	)		—			(56,111	)		—			(2,543	)
From net realized gain on investments (Class I)		(371,000	)		(41,207	)		(4,840,432	)		(1,308,595	)		(157,365	)		(5,276	)
Total distributions to shareholders		(1,614,893	)		(342,653	)		(22,900,127	)		(9,376,116	)		(795,811	)		(116,535	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		5,989,808			9,246,251			(5,195,498	)		7,945,058			2,682,294			4,228,653
Net increase (decrease) in net assets		4,988,349			9,749,190			(24,454,888	)		8,603,245			2,212,006			4,473,481
NET ASSETS:
Beginning of period		17,776,949			8,027,759			127,075,874			118,472,629			7,760,092			3,286,611
End of period1	$	22,765,298		$	17,776,949		$	102,620,986		$	127,075,874		$	9,972,098		$	7,760,092
1 Including undistributed net investment income (distributions in excess of net investment income):	$	(735,297	)	$	9,906		$	(5,772,056	)	$	58,428		$	(415,558	)	$	1,632

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

17

Statements of Changes in Net Assets

	TARGET 2050 FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14			TARGET 2055 FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	237,620		$	237,686		$	11,457		$	9,058
Net realized gain (loss) on Underlying Series		(1,937,179	)		1,768,558			(205,462	)		(7,625	)
Distributions of realized gains from Underlying Series		10,872,401			7,082,203			541,421			90,486
Net change in unrealized appreciation/(depreciation) on Underlying Series		(7,648,038	)		(4,458,605	)		(228,741	)		531
Net increase from operations		1,524,804			4,629,842			118,675			92,450
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(2,506,208	)		(1,510,958	)		(97,327	)		(13,246	)
From net investment income (Class R)		(260,575	)		(196,518	)		(26,364	)		(3,695	)
From net investment income (Class C)		—			(49,327	)		—			(33	)
From net investment income (Class I)		(698,298	)		(368,776	)		(49,350	)		(14,949	)
From net realized gain on investments (Class K)		(5,037,375	)		(1,030,737	)		(51,648	)		(8,364	)
From net realized gain on investments (Class R)		(541,441	)		(143,563	)		(14,363	)		(2,577	)
From net realized gain on investments (Class C)		—			(39,039	)		—			(32	)
From net realized gain on investments (Class I)		(1,368,611	)		(238,679	)		(25,481	)		(11,860	)
Total distributions to shareholders		(10,412,508	)		(3,577,597	)		(264,533	)		(54,756	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		(24,186,767	)		11,631,104			(109,692	)		2,501,007
Net increase (decrease) in net assets		(33,074,471	)		12,683,349			(255,550	)		2,538,701
NET ASSETS:
Beginning of period		64,747,774			52,064,425			3,164,356			625,655
End of period1	$	31,673,303		$	64,747,774		$	2,908,806		$	3,164,356
1 Including undistributed net investment income (distributions in excess of net investment income):	$	(3,209,331	)	$	18,130		$	(160,200	)	$	1,384

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

18

Financial Highlights

TARGET INCOME SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.84		$	11.00		$	10.86		$	10.86		$	11.02		$	10.13
Income from investment operations:
Net investment income1,2		0.11			0.18			0.18			0.22			0.23			0.19
Net realized and unrealized gain on Underlying Series		0.01			0.37			0.63			0.48			0.06			0.92
Total from investment operations		0.12			0.55			0.81			0.70			0.29			1.11
Less distributions to shareholders:
From net investment income		(0.25	)		(0.29	)		(0.24	)		(0.25	)		(0.33	)		(0.19	)
From net realized gain on investments		(0.70	)		(0.42	)		(0.43	)		(0.45	)		(0.12	)		(0.03	)
Total distributions to shareholders		(0.95	)		(0.71	)		(0.67	)		(0.70	)		(0.45	)		(0.22	)
Net asset value - End of period	$	10.01		$	10.84		$	11.00		$	10.86		$	10.86		$	11.02
Net assets - End of period (000’s omitted)	$	48,454		$	52,442		$	47,676		$	45,926		$	44,682		$	46,886
Total return3		1.20	%		5.35	%		7.83	%		6.98	%		2.77	%		11.22	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%4,5		0.30	%6		0.30	%6		0.30	%7		0.30	%8		0.28	%9,10
Net investment income2		2.13	%4		1.63	%		1.69	%		2.07	%		2.11	%		1.83	%
Series portfolio turnover11		12	%		15	%		14	%		16	%		14	%		9	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.11	%4,5		0.12	%6		0.16	%6		0.20	%7		0.22	%8		0.25	%9
TARGET INCOME SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.71		$	10.89		$	10.76		$	10.77		$	10.93		$	10.08
Income from investment operations:
Net investment income1,2		0.12			0.15			0.07			0.09			0.16			0.09
Net realized and unrealized gain (loss) on Underlying Series		(0.02	)		0.36			0.70			0.58			0.10			0.99
Total from investment operations		0.10			0.51			0.77			0.67			0.26			1.08
Less distributions to shareholders:
From net investment income		(0.23	)		(0.27	)		(0.21	)		(0.23	)		(0.30	)		(0.20	)
From net realized gain on investments		(0.70	)		(0.42	)		(0.43	)		(0.45	)		(0.12	)		(0.03	)
Total distributions to shareholders		(0.93	)		(0.69	)		(0.64	)		(0.68	)		(0.42	)		(0.23	)
Net asset value - End of period	$	9.88		$	10.71		$	10.89		$	10.76		$	10.77		$	10.93
Net assets - End of period (000’s omitted)	$	2,113		$	13,406		$	13,475		$	3,853		$	553		$	347
Total return3		1.06	%		5.00	%		7.52	%		6.77	%		2.50	%		10.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4,5		0.55	%6		0.55	%6		0.55	%7		0.55	%8		0.54	%9,10
Net investment income2		2.30	%4		1.40	%		0.66	%		0.84	%		1.47	%		0.81	%
Series portfolio turnover11		12	%		15	%		14	%		16	%		14	%		9	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.11	%4,5		0.12	%6		0.14	%6		0.20	%7		0.22	%8		0.37	%9

¹Calculated based on average shares outstanding during the period.

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

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

⁴Annualized.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.66%.

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.67%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.68%.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.69%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.70%.

¹⁰During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

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

19

Financial Highlights

TARGET INCOME SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.88		$	11.04		$	10.90		$	10.89		$	11.05		$	10.17
Income from investment operations:
Net investment income1,2		0.12			0.21			0.19			0.24			0.07			0.19
Net realized and unrealized gain on Underlying Series		—	3		0.37			0.65			0.50			0.25			0.94
Total from investment operations		0.12			0.58			0.84			0.74			0.32			1.13
Less distributions to shareholders:
From net investment income		(0.26	)		(0.32	)		(0.27	)		(0.28	)		(0.36	)		(0.22	)
From net realized gain on investments		(0.70	)		(0.42	)		(0.43	)		(0.45	)		(0.12	)		(0.03	)
Total distributions to shareholders		(0.96	)		(0.74	)		(0.70	)		(0.73	)		(0.48	)		(0.25	)
Net asset value - End of period	$	10.04		$	10.88		$	11.04		$	10.90		$	10.89		$	11.05
Net assets - End of period (000’s omitted)	$	13,908		$	11,610		$	11,271		$	6,300		$	4,068		$	298
Total return4		1.25	%		5.59	%		8.09	%		7.34	%		3.00	%		11.44	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%5,6		0.05	%7		0.05	%7		0.05	%8		0.05	%9		0.05	%10
Net investment income2		2.29	%5		1.92	%		1.76	%		2.30	%		0.68	%		1.85	%
Series portfolio turnover11		12	%		15	%		14	%		16	%		14	%		9	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.11	%5,6		0.12	%7		0.16	%7		0.20	%8		0.23	%9		0.33	%10

¹Calculated based on average shares outstanding during the period.

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

³Less than $0.01.

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

⁵Annualized.

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.66%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.67%.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.68%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.69%.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.70%.

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

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

20

Financial Highlights

TARGET 2010 SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.35		$	10.45		$	10.00		$	10.56		$	10.64		$	9.58
Income from investment operations:
Net investment income1,2		0.10			0.15			0.14			0.18			0.20			0.12
Net realized and unrealized gain (loss) on Underlying Series		(0.01	)		0.40			0.84			0.48			0.10			1.10
Total from investment operations		0.09			0.55			0.98			0.66			0.30			1.22
Less distributions to shareholders:
From net investment income		(0.23	)		(0.26	)		(0.20	)		(0.25	)		(0.18	)		(0.14	)
From net realized gain on investments		(0.64	)		(0.39	)		(0.33	)		(0.97	)		(0.20	)		(0.02	)
Total distributions to shareholders		(0.87	)		(0.65	)		(0.53	)		(1.22	)		(0.38	)		(0.16	)
Net asset value - End of period	$	9.57		$	10.35		$	10.45		$	10.00		$	10.56		$	10.64
Net assets - End of period (000’s omitted)	$	23,276		$	31,262		$	29,949		$	27,086		$	23,653		$	27,904
Total return3		0.96	%		5.56	%		10.20	%		7.39	%		2.97	%		12.85	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%4,5		0.30	%6		0.30	%6		0.30	%7		0.30	%8		0.29	%9,10
Net investment income2		2.07	%4		1.45	%		1.39	%		1.85	%		1.84	%		1.20	%
Series portfolio turnover11		36	%		39	%		32	%		30	%		48	%		11	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.18	%4,5		0.20	%6		0.21	%6		0.27	%7		0.30	%8		0.42	%9
TARGET 2010 SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.23		$	10.36		$	9.92		$	10.48		$	10.57		$	9.54
Income from investment operations:
Net investment income1,2		0.13			0.12			0.11			0.16			0.14			0.12
Net realized and unrealized gain (loss) on Underlying Series		(0.03	)		0.37			0.83			0.48			0.13			1.07
Total from investment operations		0.10			0.49			0.94			0.64			0.27			1.19
Less distributions to shareholders:
From net investment income		(0.20	)		(0.23	)		(0.17	)		(0.23	)		(0.16	)		(0.14	)
From net realized gain on investments		(0.64	)		(0.39	)		(0.33	)		(0.97	)		(0.20	)		(0.02	)
Total distributions to shareholders		(0.84	)		(0.62	)		(0.50	)		(1.20	)		(0.36	)		(0.16	)
Net asset value - End of period	$	9.49		$	10.23		$	10.36		$	9.92		$	10.48		$	10.57
Net assets - End of period (000’s omitted)	$	918		$	3,094		$	5,246		$	4,793		$	4,885		$	3,655
Total return3		1.13	%		5.00	%		9.84	%		7.21	%		2.67	%		12.64	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4,5		0.55	%6		0.55	%6		0.55	%7		0.55	%8		0.52	%9,10
Net investment income2		2.68	%4		1.18	%		1.11	%		1.65	%		1.32	%		1.16	%
Series portfolio turnover11		36	%		39	%		32	%		30	%		48	%		11	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.18	%4,5		0.20	%6		0.21	%6		0.27	%7		0.31	%8		0.41	%9

¹Calculated based on average shares outstanding during the periods.

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

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

⁴Annualized.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.67%.

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.68% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.69% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

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

¹⁰During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

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

21

Financial Highlights

TARGET 2010 SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.40		$	10.50		$	10.04		$	10.60		$	10.68		$	9.62
Income from investment operations:
Net investment income1,2		0.11			0.18			0.16			0.21			0.08			0.14
Net realized and unrealized gain (loss) on Underlying Series		(0.01	)		0.40			0.85			0.48			0.25			1.10
Total from investment operations		0.10			0.58			1.01			0.69			0.33			1.24
Less distributions to shareholders:
From net investment income		(0.24	)		(0.29	)		(0.22	)		(0.28	)		(0.21	)		(0.16	)
From net realized gain on investments		(0.64	)		(0.39	)		(0.33	)		(0.97	)		(0.20	)		(0.02	)
Total distributions to shareholders		(0.88	)		(0.68	)		(0.55	)		(1.25	)		(0.41	)		(0.18	)
Net asset value - End of period	$	9.62		$	10.40		$	10.50		$	10.04		$	10.60		$	10.68
Net assets - End of period (000’s omitted)	$	16,803		$	14,678		$	15,305		$	12,026		$	9,966		$	1,465
Total return3		1.10	%		5.80	%		10.53	%		7.67	%		3.20	%		13.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,5		0.05	%6		0.05	%6		0.05	%7		0.05	%8		0.05	%9
Net investment income2		2.25	%4		1.76	%		1.57	%		2.16	%		0.81	%		1.44	%
Series portfolio turnover10		36	%		39	%		32	%		30	%		48	%		11	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.18	%4,5		0.20	%6		0.21	%6		0.27	%7		0.32	%8		0.43	%9

¹Calculated based on average shares outstanding during the periods.

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

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

⁴Annualized.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.67%.

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.68% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.69% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

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

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

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

22

Financial Highlights

TARGET 2015 SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.07		$	11.79		$	10.59		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.08			0.10			0.15			(0.01	)
Net realized and unrealized gain on Underlying Series		0.12			0.53			1.25			0.60
Total from investment operations		0.20			0.63			1.40			0.59
Less distributions to shareholders:
From net investment income		(0.25	)		(0.26	)		(0.20	)		—
From net realized gain on investments		(0.39	)		(0.09	)		—			—
Total distributions to shareholders		(0.64	)		(0.35	)		(0.20	)		—
Net asset value - End of period	$	11.63		$	12.07		$	11.79		$	10.59
Net assets - End of period (000’s omitted)	$	3,384		$	3,200		$	1,019		$	1,498	4
Total return5		1.77	%		5.45	%		13.45	%		5.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%6,7		0.30	%8		0.30	%8		0.30	%6,9
Net investment income (loss)3		1.38	%6		0.80	%		1.34	%		(0.30	%)6
Series portfolio turnover10		30	%		46	%		50	%		—	11
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		1.27	%6,7		1.41	%8		6.06	%8		9,646	%6,9,12
TARGET 2015 SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.09		$	11.81		$	10.59		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.08			0.07			0.01			(0.02	)
Net realized and unrealized gain on Underlying Series		0.10			0.53			1.39			0.61
Total from investment operations		0.18			0.60			1.40			0.59
Less distributions to shareholders:
From net investment income		(0.24	)		(0.23	)		(0.18	)		—
From net realized gain on investments		(0.39	)		(0.09	)		—			—
Total distributions to shareholders		(0.63	)		(0.32	)		(0.18	)		—
Net asset value - End of period	$	11.64		$	12.09		$	11.81		$	10.59
Net assets - End of period (000’s omitted)	$	779		$	1,587		$	1,015		$	106	4
Total return5		1.55	%		5.22	%		13.36	%		5.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%6,7		0.55	%8		0.55	%8		0.55	%6,9
Net investment income (loss)3		1.37	%6		0.60	%		0.11	%		(0.55	%)6
Series portfolio turnover10		30	%		46	%		50	%		—	11
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		1.27	%6,7		1.47	%8		3.45	%8		10,644	%6,9,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

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

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

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.81%.

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

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

¹¹Less than 1%.

¹²The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

23

Financial Highlights

TARGET 2015 SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.11		$	11.83		$	10.61		$	10.00
Income from investment operations:
Net investment income2,3		0.09			0.14			0.11			—	4
Net realized and unrealized gain on Underlying Series		0.13			0.51			1.32			0.61
Total from investment operations		0.22			0.65			1.43			0.61
Less distributions to shareholders:
From net investment income		(0.27	)		(0.28	)		(0.21	)		—
From net realized gain on investments		(0.39	)		(0.09	)		—			—
Total distributions to shareholders		(0.66	)		(0.37	)		(0.21	)		—
Net asset value - End of period	$	11.67		$	12.11		$	11.83		$	10.61
Net assets - End of period (000’s omitted)	$	5,591		$	4,785		$	3,619		$	209	5
Total return6		1.91	%		5.67	%		13.71	%		6.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%7,8		0.05	%9		0.05	%9		0.05	%7,10
Net investment income (loss)3		1.60	%7		1.12	%		1.01	%		(0.05	%)7
Series portfolio turnover11		30	%		46	%		50	%		—	12
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		1.27	%7,8		1.46	%9		4.09	%9		9,682	%7,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Less than $0.01.

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

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

⁷Annualized.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.81%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

¹²Less than 1%.

¹³The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

24

Financial Highlights

TARGET 2020 SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.77		$	10.79		$	9.89		$	10.12		$	10.33		$	9.16
Income from investment operations:
Net investment income1,2		0.08			0.11			0.12			0.17			0.20			0.13
Net realized and unrealized gain on Underlying Series		0.09			0.51			1.33			0.54			0.12			1.23
Total from investment operations		0.17			0.62			1.45			0.71			0.32			1.36
Less distributions to shareholders:
From net investment income		(0.26	)		(0.25	)		(0.20	)		(0.21	)		(0.19	)		(0.17	)
From net realized gain on investments		(0.82	)		(0.39	)		(0.35	)		(0.73	)		(0.34	)		(0.02	)
Total distributions to shareholders		(1.08	)		(0.64	)		(0.55	)		(0.94	)		(0.53	)		(0.19	)
Net asset value - End of period	$	9.86		$	10.77		$	10.79		$	9.89		$	10.12		$	10.33
Net assets - End of period (000’s omitted)	$	78,331		$	95,364		$	82,841		$	67,039		$	56,290		$	64,613
Total return3		1.79	%		6.14	%		15.43	%		8.08	%		3.14	%		14.89	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%4,5		0.30	%5		0.30	%5		0.30	%6		0.30	%7		0.29	%8,9
Net investment income2		1.56	%4		1.06	%		1.20	%		1.72	%		1.97	%		1.38	%
Series portfolio turnover10		35	%		37	%		19	%		24	%		49	%		20	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.02	%4,5		0.03	%5		0.05	%5		0.08	%6		0.10	%7		0.17	%8
TARGET 2020 SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.60		$	10.66		$	9.78		$	10.02		$	10.24		$	9.10
Income from investment operations:
Net investment income1,2		0.08			0.09			0.09			0.14			0.15			0.12
Net realized and unrealized gain on Underlying Series		0.11			0.47			1.32			0.54			0.14			1.21
Total from investment operations		0.19			0.56			1.41			0.68			0.29			1.33
Less distributions to shareholders:
From net investment income		(0.24	)		(0.23	)		(0.18	)		(0.19	)		(0.17	)		(0.17	)
From net realized gain on investments		(0.82	)		(0.39	)		(0.35	)		(0.73	)		(0.34	)		(0.02	)
Total distributions to shareholders		(1.06	)		(0.62	)		(0.53	)		(0.92	)		(0.51	)		(0.19	)
Net asset value - End of period	$	9.73		$	10.60		$	10.66		$	9.78		$	10.02		$	10.24
Net assets - End of period (000’s omitted)	$	8,968		$	22,564		$	30,393		$	19,150		$	16,105		$	12,229
Total return3		1.96	%		5.55	%		15.07	%		7.82	%		2.85	%		14.72	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4,5		0.55	%5		0.55	%5		0.55	%6		0.55	%7		0.52	%8,9
Net investment income2		1.59	%4		0.83	%		0.85	%		1.47	%		1.48	%		1.25	%
Series portfolio turnover10		35	%		37	%		19	%		24	%		49	%		20	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.02	%4,5		0.03	%5		0.05	%5		0.08	%6		0.10	%7		0.18	%8

¹Calculated based on average shares outstanding during the periods.

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

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

⁴Annualized.

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

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

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.84% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁹During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

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

25

Financial Highlights

TARGET 2020 SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.81		$	10.83		$	9.93		$	10.16		$	10.37		$	9.19
Income from investment operations:
Net investment income1,2		0.08			0.16			0.14			0.20			0.09			0.18
Net realized and unrealized gain on Underlying Series		0.10			0.49			1.34			0.54			0.25			1.21
Total from investment operations		0.18			0.65			1.48			0.74			0.34			1.39
Less distributions to shareholders:
From net investment income		(0.27	)		(0.28	)		(0.23	)		(0.24	)		(0.21	)		(0.19	)
From net realized gain on investments		(0.82	)		(0.39	)		(0.35	)		(0.73	)		(0.34	)		(0.02	)
Total distributions to shareholders		(1.09	)		(0.67	)		(0.58	)		(0.97	)		(0.55	)		(0.21	)
Net asset value - End of period	$	9.90		$	10.81		$	10.83		$	9.93		$	10.16		$	10.37
Net assets - End of period (000’s omitted)	$	79,690		$	61,673		$	70,556		$	39,523		$	25,262		$	3,474
Total return3		1.91	%		6.37	%		15.65	%		8.36	%		3.37	%		15.24	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%5		0.05	%5		0.05	%6		0.05	%7		0.05	%8
Net investment income2		1.69	%4		1.48	%		1.34	%		2.10	%		0.85	%		1.89	%
Series portfolio turnover9		35	%		37	%		19	%		24	%		49	%		20	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.02	%4,5		0.03	%5		0.05	%5		0.08	%6		0.11	%7		0.19	%8

¹Calculated based on average shares outstanding during the periods.

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

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

⁴Annualized.

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

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

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.84% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

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

26

Financial Highlights

TARGET 2025 SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.01		$	12.50		$	10.77		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.08			0.09			0.09			(0.01	)
Net realized and unrealized gain on Underlying Series		0.20			0.80			1.85			0.78
Total from investment operations		0.28			0.89			1.94			0.77
Less distributions to shareholders:
From net investment income		(0.40	)		(0.34	)		(0.21	)		—
From net realized gain on investments		(0.48	)		(0.04	)		—			—
Total distributions to shareholders		(0.88	)		(0.38	)		(0.21	)		—
Net asset value - End of period	$	12.41		$	13.01		$	12.50		$	10.77
Net assets - End of period (000’s omitted)	$	10,947		$	7,501		$	710		$	47,648	4
Total return5		2.29	%		7.28	%		18.32	%		7.70	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%6,7		0.30	%8		0.30	%8		0.30	%6,9
Net investment income (loss)3		1.34	%6		0.66	%		0.80	%		(0.30	%)6
Series portfolio turnover10		21	%		30	%		22	%		—	11
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.45	%6,7		0.59	%8		10.70	%8		259	%6,9,12
TARGET 2025 SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.02		$	12.53		$	10.75		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.09			0.10			(0.01	)		(0.02	)
Net realized and unrealized gain on Underlying Series		0.18			0.75			1.98			0.77
Total from investment operations		0.27			0.85			1.97			0.75
Less distributions to shareholders:
From net investment income		(0.38	)		(0.32	)		(0.19	)		—
From net realized gain on investments		(0.48	)		(0.04	)		—			—
Total distributions to shareholders		(0.86	)		(0.36	)		(0.19	)		—
Net asset value - End of period	$	12.43		$	13.02		$	12.53		$	10.75
Net assets - End of period (000’s omitted)	$	2,000		$	3,799		$	1,540		$	108	4
Total return5		2.21	%		6.93	%		18.61	%		7.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%6,7		0.55	%8		0.55	%8		0.55	%6,9
Net investment income (loss)3		1.40	%6		0.75	%		(0.10	%)		(0.55	%)6
Series portfolio turnover10		21	%		30	%		22	%		—	11
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.45	%6,7		0.62	%8		1.75	%8		3,129	%6,9,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

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

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

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.81%.

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

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

¹¹Less than 1%.

¹²The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

27

Financial Highlights

TARGET 2025 SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.98		$	12.47		$	10.77		$	10.00
Income (loss) from investment operations:
Net investment income2,3		0.10			0.16			0.12			—	4
Net realized and unrealized gain on Underlying Series		0.19			0.75			1.81			0.77
Total from investment operations		0.29			0.91			1.93			0.77
Less distributions to shareholders:
From net investment income		(0.41	)		(0.36	)		(0.23	)		—
From net realized gain on investments		(0.48	)		(0.04	)		—			—
Total distributions to shareholders		(0.89	)		(0.40	)		(0.23	)		—
Net asset value - End of period	$	12.38		$	12.98		$	12.47		$	10.77
Net assets - End of period (000’s omitted)	$	16,067		$	13,046		$	9,373		$	211	5
Total return6		2.43	%		7.51	%		18.26	%		7.70	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%7,8		0.05	%9		0.05	%9		0.05	%7,10
Net investment income (loss)3		1.56	%7		1.22	%		1.03	%		(0.05	%)7
Series portfolio turnover11		21	%		30	%		22	%		—	12
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.45	%7,8		0.64	%9		1.43	%9		1,967	%7,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Less than $0.01.

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

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

⁷Annualized.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.81%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

¹²Less than 1%.

¹³The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

28

Financial Highlights

TARGET 2030 SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.52		$	11.40		$	9.94		$	10.02		$	10.15		$	8.85
Income from investment operations:
Net investment income1,2		0.07			0.10			0.10			0.14			0.16			0.08
Net realized and unrealized gain on Underlying Series		0.19			0.73			1.86			0.66			0.16			1.36
Total from investment operations		0.26			0.83			1.96			0.80			0.32			1.44
Less distributions to shareholders:
From net investment income		(0.42	)		(0.35	)		(0.15	)		(0.17	)		(0.15	)		(0.11	)
From net realized gain on investments		(1.07	)		(0.36	)		(0.35	)		(0.71	)		(0.30	)		(0.03	)
Total distributions to shareholders		(1.49	)		(0.71	)		(0.50	)		(0.88	)		(0.45	)		(0.14	)
Net asset value - End of period	$	10.29		$	11.52		$	11.40		$	9.94		$	10.02		$	10.15
Net assets - End of period (000’s omitted)	$	81,436		$	118,788		$	91,676		$	67,510		$	63,436		$	66,235
Total return3		2.56	%		7.67	%		20.56	%		9.12	%		3.15	%		16.34	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%4,5		0.30	%6		0.30	%6		0.30	%7		0.30	%8		0.29	%9,10
Net investment income2		1.36	%4		0.87	%		0.90	%		1.50	%		1.58	%		0.87	%
Series portfolio turnover11		31	%		27	%		9	%		62	%		40	%		15	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.02	%4,5		0.03	%6		0.05	%6		0.09	%7		0.11	%8		0.20	%9
TARGET 2030 SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.37		$	11.31		$	9.87		$	9.96		$	10.09		$	8.83
Income from investment operations:
Net investment income1,2		0.06			0.07			0.07			0.09			0.11			0.06
Net realized and unrealized gain on Underlying Series		0.23			0.67			1.85			0.68			0.19			1.35
Total from investment operations		0.29			0.74			1.92			0.77			0.30			1.41
Less distributions to shareholders:
From net investment income		(0.39	)		(0.32	)		(0.13	)		(0.15	)		(0.13	)		(0.12	)
From net realized gain on investments		(1.07	)		(0.36	)		(0.35	)		(0.71	)		(0.30	)		(0.03	)
Total distributions to shareholders		(1.46	)		(0.68	)		(0.48	)		(0.86	)		(0.43	)		(0.15	)
Net asset value - End of period	$	10.20		$	11.37		$	11.31		$	9.87		$	9.96		$	10.09
Net assets - End of period (000’s omitted)	$	12,547		$	20,894		$	28,034		$	18,759		$	9,243		$	7,162
Total return3		2.87	%		6.90	%		20.19	%		8.84	%		2.94	%		16.01	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4,5		0.55	%6		0.55	%6		0.55	%7		0.55	%8		0.54	%9,10
Net investment income2		1.24	%4		0.62	%		0.63	%		0.94	%		1.11	%		0.68	%
Series portfolio turnover11		31	%		27	%		9	%		62	%		40	%		15	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.02	%4,5		0.03	%6		0.05	%6		0.09	%7		0.11	%8		0.18	%9

¹Calculated based on average shares outstanding during the periods.

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

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

⁴Annualized.

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

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

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

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

¹⁰During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

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

29

Financial Highlights

TARGET 2030 SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.61		$	11.48		$	10.01		$	10.09		$	10.21		$	8.90
Income from investment operations:
Net investment income1,2		0.08			0.14			0.12			0.17			0.07			0.13
Net realized and unrealized gain on Underlying Series		0.19			0.73			1.88			0.65			0.28			1.35
Total from investment operations		0.27			0.87			2.00			0.82			0.35			1.48
Less distributions to shareholders:
From net investment income		(0.43	)		(0.38	)		(0.18	)		(0.19	)		(0.17	)		(0.14	)
From net realized gain on investments		(1.07	)		(0.36	)		(0.35	)		(0.71	)		(0.30	)		(0.03	)
Total distributions to shareholders		(1.50	)		(0.74	)		(0.53	)		(0.90	)		(0.47	)		(0.17	)
Net asset value - End of period	$	10.38		$	11.61		$	11.48		$	10.01		$	10.09		$	10.21
Net assets - End of period (000’s omitted)	$	78,351		$	58,075		$	63,662		$	37,832		$	20,249		$	2,932
Total return3		2.68	%		7.95	%		20.81	%		9.36	%		3.47	%		16.76	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,5		0.05	%6		0.05	%6		0.05	%7		0.05	%8		0.05	%9
Net investment income2		1.45	%5		1.23	%		1.14	%		1.78	%		0.74	%		1.34	%
Series portfolio turnover10		31	%		27	%		9	%		62	%		40	%		15	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.02	%4,5		0.03	%6		0.05	%6		0.09	%7		0.12	%8		0.22	%9

¹Calculated based on average shares outstanding during the periods.

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

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

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

⁵Annualized.

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

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

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

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

30

Financial Highlights

TARGET 2035 SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.71		$	13.22		$	10.92		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.07			0.06			0.08			(0.01	)
Net realized and unrealized gain on Underlying Series		0.30			0.99			2.35			0.93	4
Total from investment operations		0.37			1.05			2.43			0.92
Less distributions to shareholders:
From net investment income		(0.58	)		(0.46	)		(0.13	)		—
From net realized gain on investments		(0.51	)		(0.10	)		—			—
Total distributions to shareholders		(1.09	)		(0.56	)		(0.13	)		—
Net asset value - End of period	$	12.99		$	13.71		$	13.22		$	10.92
Net assets - End of period (000’s omitted)	$	7,890		$	5,378		$	465		$	15,034	5
Total return6		2.89	%		8.17	%		22.42	%		9.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%7,8		0.30	%9		0.30	%9		0.30	%8,10
Net investment income (loss)3		1.10	%8		0.44	%		0.66	%		(0.30	%)8
Series portfolio turnover11		16	%		24	%		18	%		—	12
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.59	%7,8		0.83	%9		9.70	%9		4,581	%8,10,13
TARGET 2035 SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.72		$	13.25		$	10.91		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.05			0.07			—	14		(0.02	)
Net realized and unrealized gain on Underlying Series		0.32			0.93			2.44			0.93	4
Total from investment operations		0.37			1.00			2.44			0.91
Less distributions to shareholders:
From net investment income		(0.56	)		(0.43	)		(0.10	)		—
From net realized gain on investments		(0.51	)		(0.10	)		—			—
Total distributions to shareholders		(1.07	)		(0.53	)		(0.10	)		—
Net asset value - End of period	$	13.02		$	13.72		$	13.25		$	10.91
Net assets - End of period (000’s omitted)	$	2,435		$	2,911		$	1,172		$	109	5
Total return6		2.85	%		7.82	%		22.50	%		9.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%7,8		0.55	%9		0.55	%9		0.55	%8,10
Net investment income (loss)3		0.83	%8		0.49	%		0.17	%		(0.55	%)8
Series portfolio turnover11		16	%		24	%		18	%		—	12
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.59	%7,8		0.88	%9		2.38	%9		9,077	%8,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Amount does not coincide with the amount shown on the Statements of Changes in Net Assets due to the timing of capital stock transactions and when the Series experienced unrealized gains and losses during the period.

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

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

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

⁸Annualized.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

¹²Less than 1%.

¹³The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

¹⁴Less than $0.01.

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

31

Financial Highlights

TARGET 2035 SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.75		$	13.25		$	10.92		$	10.00
Income from investment operations:
Net investment income2,3		0.08			0.12			0.09			—	4
Net realized and unrealized gain on Underlying Series		0.31			0.96			2.38			0.92	5
Total from investment operations		0.39			1.08			2.47			0.92
Less distributions to shareholders:
From net investment income		(0.59	)		(0.48	)		(0.14	)		—
From net realized gain on investments		(0.51	)		(0.10	)		—			—
Total distributions to shareholders		(1.10	)		(0.58	)		(0.14	)		—
Net asset value - End of period	$	13.04		$	13.75		$	13.25		$	10.92
Net assets - End of period (000’s omitted)	$	12,440		$	9,487		$	6,322		$	213	6
Total return7		3.07	%		8.43	%		22.81	%		9.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%8,9		0.05	%10		0.05	%10		0.05	%9,11
Net investment income (loss)3		1.17	%9		0.88	%		0.75	%		(0.05	%)9
Series portfolio turnover12		16	%		24	%		18	%		—	13
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.59	%8,9		0.91	%10		2.40	%10		7,930	%9,11,14

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Less than $0.01.

⁵Amount does not coincide with the amount shown on the Statements of Changes in Net Assets due to the timing of capital stock transactions and when the Series experienced unrealized gains and losses during the period.

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

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

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

⁹Annualized.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

¹¹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

¹²Reflects activity of the Series and does not include the activity of the Underlying Series.

¹³Less than 1%.

¹⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

32

Financial Highlights

TARGET 2040 SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.50		$	12.47		$	10.29		$	10.10		$	10.20		$	8.79
Income from investment operations:
Net investment income1,2		0.05			0.07			0.06			0.07			0.09			0.04	3
Net realized and unrealized gain (loss) on Underlying Series		0.29			0.94			2.43			0.74			(0.02	)		1.46
Total from investment operations		0.34			1.01			2.49			0.81			0.07			1.50
Less distributions to shareholders:
From net investment income		(0.60	)		(0.48	)		(0.07	)		(0.08	)		(0.08	)		(0.06	)
From net realized gain on investments		(1.53	)		(0.50	)		(0.24	)		(0.54	)		(0.09	)		(0.03	)
Total distributions to shareholders		(2.13	)		(0.98	)		(0.31	)		(0.62	)		(0.17	)		(0.09	)
Net asset value - End of period	$	10.71		$	12.50		$	12.47		$	10.29		$	10.10		$	10.20
Net assets - End of period (000’s omitted)	$	50,259		$	83,655		$	67,576		$	51,273		$	39,853		$	42,417
Total return4		3.13	%		8.61	%		24.81	%		8.97	%		0.70	%		17.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%5,6		0.30	%7		0.30	%7		0.30	%8		0.30	%9		0.29	%10,11
Net investment income2		0.90	%6		0.54	%		0.49	%		0.70	%		0.88	%		0.43	%
Series portfolio turnover12		33	%		22	%		13	%		24	%		19	%		4	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.04	%5,6		0.06	%7		0.09	%7		0.14	%8		0.17	%9		0.32	%10
TARGET 2040 SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.33		$	12.39		$	10.22		$	10.04		$	10.14		$	8.76
Income from investment operations:
Net investment income1,2		0.04			0.03			0.02			0.05			0.05			0.04
Net realized and unrealized gain (loss) on Underlying Series		0.36			0.86			2.42			0.73			—	3		1.43
Total from investment operations		0.40			0.89			2.44			0.78			0.05			1.47
Less distributions to shareholders:
From net investment income		(0.57	)		(0.45	)		(0.03	)		(0.06	)		(0.06	)		(0.06	)
From net realized gain on investments		(1.53	)		(0.50	)		(0.24	)		(0.54	)		(0.09	)		(0.03	)
Total distributions to shareholders		(2.10	)		(0.95	)		(0.27	)		(0.60	)		(0.15	)		(0.09	)
Net asset value - End of period	$	10.63		$	12.33		$	12.39		$	10.22		$	10.04		$	10.14
Net assets - End of period (000’s omitted)	$	6,391		$	10,469		$	15,993		$	11,827		$	11,475		$	8,168
Total return4		3.63	%		7.60	%		24.50	%		8.67	%		0.50	%		16.85	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%5,6		0.55	%7		0.55	%7		0.55	%8		0.55	%9		0.52	%10,11
Net investment income2		0.74	%6		0.23	%		0.20	%		0.54	%		0.52	%		0.40	%
Series portfolio turnover12		33	%		22	%		13	%		24	%		19	%		4	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.04	%5,6		0.06	%7		0.09	%7		0.14	%8		0.17	%9		0.31	%10

¹Calculated based on average shares outstanding during the periods.

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

³Less than $0.01.

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

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

⁶Annualized.

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

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

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

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85%.

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

¹²Reflects activity of the Series and does not include the activity of the Underlying Series.

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

33

Financial Highlights

TARGET 2040 SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.58		$	12.55		$	10.35		$	10.16		$	10.26		$	8.83
Income from investment operations:
Net investment income1,2		0.06			0.10			0.08			0.10			0.04			0.08
Net realized and unrealized gain on Underlying Series		0.29			0.94			2.45			0.74			0.06			1.46
Total from investment operations		0.35			1.04			2.53			0.84			0.10			1.54
Less distributions to shareholders:
From net investment income		(0.61	)		(0.51	)		(0.09	)		(0.11	)		(0.11	)		(0.08	)
From net realized gain on investments		(1.53	)		(0.50	)		(0.24	)		(0.54	)		(0.09	)		(0.03	)
Total distributions to shareholders		(2.14	)		(1.01	)		(0.33	)		(0.65	)		(0.20	)		(0.11	)
Net asset value - End of period	$	10.79		$	12.58		$	12.55		$	10.35		$	10.16		$	10.26
Net assets - End of period (000’s omitted)	$	45,971		$	32,952		$	33,545		$	20,194		$	11,298		$	1,066
Total return3		3.26	%		8.81	%		25.16	%		9.23	%		0.93	%		17.52	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,5		0.05	%6		0.05	%6		0.05	%7		0.05	%8		0.05	%9
Net investment income2		1.02	%5		0.79	%		0.71	%		0.99	%		0.35	%		0.84	%
Series portfolio turnover10		33	%		22	%		13	%		24	%		19	%		4	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.04	%4,5		0.06	%6		0.09	%6		0.14	%7		0.18	%8		0.36	%9

¹Calculated based on average shares outstanding during the periods.

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

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

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

⁵Annualized.

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

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

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

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

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

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

34

Financial Highlights

TARGET 2045 SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	14.32		$	13.73		$	11.01		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.04			0.03			0.03			(0.01	)
Net realized and unrealized gain on Underlying Series		0.43			1.15			2.74			1.02	4
Total from investment operations		0.47			1.18			2.77			1.01
Less distributions to shareholders:
From net investment income		(0.74	)		(0.52	)		(0.05	)		—
From net realized gain on investments		(0.58	)		(0.07	)		—			—
Total distributions to shareholders		(1.32	)		(0.59	)		(0.05	)		—
Net asset value - End of period	$	13.47		$	14.32		$	13.73		$	11.01
Net assets - End of period (000’s omitted)	$	3,487		$	3,041		$	234		$	3,320	5
Total return6		3.57	%		8.90	%		25.23	%		10.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%7,8		0.30	%9		0.30	%9		0.30	%7,10
Net investment income (loss)3		0.61	%7		0.23	%		0.26	%		(0.30	%)7
Series portfolio turnover11		17	%		48	%		20	%		—	12
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		1.42	%7,8		1.95	%9		17.80	%9		3,204	%7,10,13
TARGET 2045 SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	14.25		$	13.66		$	10.99		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.03			0.02			0.01			(0.02	)
Net realized and unrealized gain on Underlying Series		0.42			1.13			2.71			1.01	4
Total from investment operations		0.45			1.15			2.72			0.99
Less distributions to shareholders:
From net investment income		(0.72	)		(0.49	)		(0.05	)		—
From net realized gain on investments		(0.58	)		(0.07	)		—			—
Total distributions to shareholders		(1.30	)		(0.56	)		(0.05	)		—
Net asset value - End of period	$	13.40		$	14.25		$	13.66		$	10.99
Net assets - End of period (000’s omitted)	$	1,581		$	1,825		$	618		$	110	5
Total return6		3.42	%		8.71	%		24.87	%		9.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%7,8		0.55	%9		0.55	%9		0.55	%7,10
Net investment income (loss)3		0.39	%7		0.12	%		0.11	%		(0.55	%)7
Series portfolio turnover11		17	%		48	%		20	%		—	12
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		1.42	%7,8		2.06	%9		9.07	%9		8,326	%7,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Amount does not coincide with the amount shown on the Statements of Changes in Net Assets due to the timing of capital stock transactions and when the Series experienced unrealized gains and losses during the period.

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

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

⁷Annualized.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.81%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

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

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

¹²Less than 1%.

¹³The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

35

Financial Highlights

TARGET 2045 SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	14.35		$	13.75		$	11.01		$	10.00
Income from investment operations:
Net investment income2,3		0.06			0.08			0.06			—	4
Net realized and unrealized gain on Underlying Series		0.42			1.14			2.74			1.01	5
Total from investment operations		0.48			1.22			2.80			1.01
Less distributions to shareholders:
From net investment income		(0.76	)		(0.55	)		(0.06	)		—
From net realized gain on investments		(0.58	)		(0.07	)		—			—
Total distributions to shareholders		(1.34	)		(0.62	)		(0.06	)		—
Net asset value - End of period	$	13.49		$	14.35		$	13.75		$	11.01
Net assets - End of period (000’s omitted)	$	4,904		$	2,894		$	1,983		$	214	6
Total return7		3.64	%		9.15	%		25.58	%		10.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%8,9		0.05	%10		0.05	%10		0.05	%8,11
Net investment income (loss)3		0.85	%8		0.57	%		0.46	%		(0.05	%)8
Series portfolio turnover12		17	%		48	%		20	%		—	13
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		1.42	%8,9		2.14	%10		6.82	%10		7,036	%8,11,14

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Less than $0.01.

⁵Amount does not coincide with the amount shown on the Statements of Changes in Net Assets due to the timing of capital stock transactions and when the Series experienced unrealized gains and losses during the period.

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

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

⁸Annualized.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.81%.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

¹¹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.84%.

¹²Reflects activity of the Series and does not include the activity of the Underlying Series.

¹³Less than 1%.

¹⁴The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

36

Financial Highlights

TARGET 2050 SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.73		$	13.52		$	10.81		$	10.20		$	10.22		$	8.85
Income from investment operations:
Net investment income1,2		0.05			0.05			0.05			0.07			0.09			0.03
Net realized and unrealized gain (loss) on Underlying Series		0.37			1.07			2.74			0.81			(0.01	)		1.48
Total from investment operations		0.42			1.12			2.79			0.88			0.08			1.51
Less distributions to shareholders:
From net investment income		(0.71	)		(0.54	)		(0.05	)		(0.08	)		(0.08	)		(0.06	)
From net realized gain on investments		(1.43	)		(0.37	)		(0.03	)		(0.19	)		(0.02	)		(0.08	)
Total distributions to shareholders		(2.14	)		(0.91	)		(0.08	)		(0.27	)		(0.10	)		(0.14	)
Net asset value - End of period	$	12.01		$	13.73		$	13.52		$	10.81		$	10.20		$	10.22
Net assets - End of period (000’s omitted)	$	14,272		$	47,531		$	36,591		$	24,759		$	18,293		$	15,242
Total return3		3.52	%		8.80	%		25.99	%		9.07	%		0.76	%		17.16	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%4,5		0.30	%6		0.30	%6		0.30	%7		0.30	%7		0.30	%8,9
Net investment income2		0.76	%4		0.40	%		0.37	%		0.69	%		0.82	%		0.28	%
Series portfolio turnover10		29	%		13	%		5	%		5	%		10	%		3	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.14	%4,5		0.18	%6		0.26	%6		0.43	%7		0.54	%7		1.07	%8
TARGET 2050 SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.60		$	13.43		$	10.74		$	10.14		$	10.16		$	8.82
Income from investment operations:
Net investment income1,2		0.04			0.01			0.01			0.05			0.06			0.03
Net realized and unrealized gain (loss) on Underlying Series		0.40			1.04			2.73			0.80			—	11		1.44
Total from investment operations		0.44			1.05			2.74			0.85			0.06			1.47
Less distributions to shareholders:
From net investment income		(0.69	)		(0.51	)		(0.02	)		(0.06	)		(0.06	)		(0.05	)
From net realized gain on investments		(1.43	)		(0.37	)		(0.03	)		(0.19	)		(0.02	)		(0.08	)
Total distributions to shareholders		(2.12	)		(0.88	)		(0.05	)		(0.25	)		(0.08	)		(0.13	)
Net asset value - End of period	$	11.92		$	13.60		$	13.43		$	10.74		$	10.14		$	10.16
Net assets - End of period (000’s omitted)	$	2,483		$	5,140		$	5,022		$	3,448		$	2,686		$	2,154
Total return3		3.66	%		8.28	%		25.69	%		8.75	%		0.56	%		16.85	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4,5		0.55	%6		0.55	%6		0.55	%7		0.55	%7		0.53	%8,9
Net investment income2		0.66	%4		0.10	%		0.11	%		0.45	%		0.55	%		0.27	%
Series portfolio turnover10		29	%		13	%		5	%		5	%		10	%		3	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.14	%4,5		0.18	%6		0.26	%6		0.43	%7		0.54	%7		1.44	%8

¹Calculated based on average shares outstanding during the periods.

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

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

⁴Annualized.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.81%.

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

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.84%.

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

⁹During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

¹¹Less than $0.01.

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

37

Financial Highlights

TARGET 2050 SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.82		$	13.60		$	10.88		$	10.26		$	10.28		$	8.90
Income from investment operations:
Net investment income1,2		0.05			0.08			0.07			0.09			0.03			0.07
Net realized and unrealized gain on Underlying Series		0.40			1.08			2.76			0.83			0.08			1.47
Total from investment operations		0.45			1.16			2.83			0.92			0.11			1.54
Less distributions to shareholders:
From net investment income		(0.73	)		(0.57	)		(0.08	)		(0.11	)		(0.11	)		(0.08	)
From net realized gain on investments		(1.43	)		(0.37	)		(0.03	)		(0.19	)		(0.02	)		(0.08	)
Total distributions to shareholders		(2.16	)		(0.94	)		(0.11	)		(0.30	)		(0.13	)		(0.16	)
Net asset value - End of period	$	12.11		$	13.82		$	13.60		$	10.88		$	10.26		$	10.28
Net assets - End of period (000’s omitted)	$	14,919		$	12,077		$	9,042		$	4,016		$	2,121		$	129
Total return3		3.72	%		9.07	%		26.21	%		9.39	%		0.98	%		17.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,5		0.05	%6		0.05	%6		0.05	%7		0.05	%7		0.05	%8
Net investment income2		0.88	%4		0.62	%		0.57	%		0.89	%		0.25	%		0.76	%
Series portfolio turnover9		29	%		13	%		5	%		5	%		10	%		3	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.14	%4,5		0.18	%6		0.26	%6		0.43	%7		0.57	%7		1.90	%8

¹Calculated based on average shares outstanding during the periods.

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

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

⁴Annualized.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.81%.

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

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.84%.

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

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

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

38

Financial Highlights

TARGET 2055 SERIES CLASS K	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.94		$	13.85		$	11.04		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.05			0.06			(0.02	)		(0.01	)
Net realized and unrealized gain on Underlying Series		0.42			1.05			2.86			1.05
Total from investment operations		0.47			1.11			2.84			1.04
Less distributions to shareholders:
From net investment income		(0.72	)		(0.55	)		(0.03	)		—
From net realized gain on investments		(0.38	)		(0.47	)		—			—
Total distributions to shareholders		(1.10	)		(1.02	)		(0.03	)		—
Net asset value - End of period	$	13.31		$	13.94		$	13.85		$	11.04
Net assets - End of period (000’s omitted)	$	1,230		$	1,777		$	208		$	214	4
Total return5		3.65	%		8.50	%		25.79	%		10.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%6,7		0.30	%8		0.30	%8		0.30	%6,9
Net investment income (loss)3		0.69	%6		0.43	%		(0.17	%)		(0.30	%)6
Series portfolio turnover10		40	%		63	%		605	%		—	11
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		3.97	%6,7		4.79	%8		62.25	%8		19,197	%6,9,12
TARGET 2055 SERIES CLASS R	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.83		$	13.77		$	11.03		$	10.00
Income (loss) from investment operations:
Net investment loss2,3		0.03			0.03			(0.01	)		(0.02	)
Net realized and unrealized gain on Underlying Series		0.42			1.04			2.77			1.05
Total from investment operations		0.45			1.07			2.76			1.03
Less distributions to shareholders:
From net investment income		(0.70	)		(0.54	)		(0.02	)		—
From net realized gain on investments		(0.38	)		(0.47	)		—			—
Total distributions to shareholders		(1.08	)		(1.01	)		(0.02	)		—
Net asset value - End of period	$	13.20		$	13.83		$	13.77		$	11.03
Net assets - End of period (000’s omitted)	$	412		$	515		$	51		$	110	4
Total return5		3.53	%		8.21	%		25.01	%		10.30	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%6,7		0.55	%8		0.55	%8		0.55	%6,9
Net investment loss3		0.42	%6		0.24	%		(0.07	%)		(0.55	%)6
Series portfolio turnover10		40	%		63	%		605	%		—	11
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		3.97	%6,7		5.39	%8		129.56	%8		19,015	%6,9,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

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

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

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.81%.

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

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

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

¹¹The Series had no portfolio turnover for the period.

¹²The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

39

Financial Highlights

TARGET 2055 SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED						FOR THE PERIOD 6/25/121 TO 10/31/12
	4/30/15 (UNAUDITED)			10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	14.05		$	13.94		$	11.05		$	10.00
Income from investment operations:
Net investment income2,3		0.05			0.08			—	4		—	4
Net realized and unrealized gain (loss) on Underlying Series		0.44			1.07			2.94			1.05
Total from investment operations		0.49			1.15			2.94			1.05
Less distributions to shareholders:
From net investment income		(0.74	)		(0.57	)		(0.05	)		—
From net realized gain on investments		(0.38	)		(0.47	)		—			—
Total distributions to shareholders		(1.12	)		(1.04	)		(0.05	)		—
Net asset value - End of period	$	13.42			14.05			13.94			11.05
Net assets - End of period (000’s omitted)	$	1,267		$	872		$	366		$	215	5
Total return6		3.77	%		8.75	%		26.67	%		10.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%7,8		0.05	%9		0.05	%9		0.05	%7,10
Net investment income (loss)3		0.83	%7		0.57	%		(0.03	%)		(0.05	%)7
Series portfolio turnover11		40	%		63	%		605	%		—	12
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average the expense ratios (to average net assets) would have been increased by the following amount:
		3.97	%7,8		7.80	%9		8.21	%9		19,201	%7,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Less than $0.01.

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

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

⁷Annualized.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.81%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

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

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

¹²The Series had no portfolio turnover for the period.

¹³The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

40

Notes to Financial Statements

(unaudited)

1. Organization

Target Income Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series and Target 2055 Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

Each Series seeks to achieve its investment objectives by investing in a combination of other Manning & Napier mutual funds (the “Underlying Series”) according to a target asset allocation strategy. The Series are designed to provide single investment portfolios that adjust over time to meet the changing risk and return objectives of investors over their expected investment horizon. As the target retirement date approaches, the Series’ portfolios become more conservative with a larger fixed-income investment component. The financial statements of the Underlying Series should be read in conjunction with the Series’ financial statements.

Each Series is authorized to issue three classes of shares (Class K, R and I). Each class of shares is substantially the same, except that class-specific distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of April 30, 2015, 10.8 billion shares have been designated in total among 43 series, 40 million have been designated in each of the Series for Class K and R common stock and 100 million have been designated in each of the Series for Class I common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

41

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

The following is a summary of the valuation levels used for major security types as of April 30, 2015 in valuing the Series’ assets or liabilities carried at fair value:

	TARGET INCOME SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	64,493,201	$	64,493,201	$	—	$	—
Total assets	$	64,493,201	$	64,493,201	$	—	$	—
	TARGET 2010 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	41,210,673	$	41,210,673	$	—	$	—
Total assets	$	41,210,673	$	41,210,673	$	—	$	—
	TARGET 2015 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	9,789,965	$	9,789,965	$	—	$	—
Total assets	$	9,789,965	$	9,789,965	$	—	$	—
	TARGET 2020 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	167,028,621	$	167,028,621	$	—	$	—
Total assets	$	167,028,621	$	167,028,621	$	—	$	—
	TARGET 2025 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	29,056,052	$	29,056,052	$	—	$	—
Total assets	$	29,056,052	$	29,056,052	$	—	$	—
	TARGET 2030 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	172,670,310	$	172,670,310	$	—	$	—
Total assets	$	172,670,310	$	172,670,310	$	—	$	—

42

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	TARGET 2035 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	22,807,444	$	22,807,444	$	—	$	—
Total assets	$	22,807,444	$	22,807,444	$	—	$	—
	TARGET 2040 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	103,196,234	$	103,196,234	$	—	$	—
Total assets	$	103,196,234	$	103,196,234	$	—	$	—
	TARGET 2045 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	10,012,070	$	10,012,070	$	—	$	—
Total assets	$	10,012,070	$	10,012,070	$	—	$	—
	TARGET 2050 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	31,681,582	$	31,681,582	$	—	$	—
Total assets	$	31,681,582	$	31,681,582	$	—	$	—
	TARGET 2055 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	3,004,263	$	3,004,263	$	—	$	—
Total assets	$	3,004,263	$	3,004,263	$	—	$	—

There were no Level 2 or Level 3 securities held by any of the Series as of October 31, 2014 or April 30, 2015.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2015.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date. Non-cash dividends, if any, are recorded at the fair value of the securities received. Income and capital gains distributions from the Underlying Series, if any, are recorded on the ex-dividend date.

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

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

43

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At April 30, 2015, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series, and Target 2050 Series tax returns remains open for the years ended October 31, 2011 through October 31, 2014. The statute of limitations on Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series, and Target 2055 Series remains open for the years ended October 31, 2012 through October 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 semi-annually. Distributions of net realized gains are made annually. An additional distribution may be necessary to avoid taxation of a Series. Distributions are recorded on the ex-dividend date.

Indemnifications

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

Other

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

44

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates

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

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

The Advisor has contractually agreed, until at least February 28, 2020 for Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series, Target 2050 Series and until at least February 28, 2023 for Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series, and Target 2055 Series, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of distribution and service fees, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the Underlying Series. For the six months ended April 30, 2015, the Advisor reimbursed expenses of $40,793 for Target Income Series, $43,380 for Target 2010 Series, $64,723 for Target 2015 Series, $18,937 for Target 2020 Series, $61,718 for Target 2025 Series, $17,816 for Target 2030 Series, $62,329 for Target 2035 Series, $29,270 for Target 2040 Series, $63,858 for Target 2045 Series, $43,073 for Target 2050 Series, and $65,757 for Target 2055 Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been reimbursed in prior years.

Manning & Napier Investor Services, Inc., a registered broker-dealer affiliate of the Advisor, acts as distributor for the Fund’s shares. Each Series compensates the distributor for distributing and servicing the Series’ Class K and Class R shares pursuant to a distribution plan adopted under Rule 12b-1 of the 1940 Act, regardless of expenses actually incurred. Under the agreement, each Series pays distribution and services fees to the distributor at an annual rate of 0.25% of average daily net assets attributable to Class K shares and 0.50% of average daily net assets attributable to Class R shares. There are no distribution and services fees on the Class I shares of each Series. The fees are accrued daily and paid monthly.

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% of average daily net assets with an annual base fee of $40,000 per Target 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.

45

Notes to Financial Statements (continued)

(unaudited)

4. Purchases and Sales of Securities

For the six months ended April 30, 2015, purchases and sales of Underlying Series were as follows:

SERIES	PURCHASES		SALES
Target Income Series	$	9,187,943	$	17,855,805
Target 2010 Series	$	17,619,382	$	22,297,875
Target 2015 Series	$	4,037,522	$	3,120,998
Target 2020 Series	$	70,364,378	$	65,877,014
Target 2025 Series	$	12,986,510	$	5,697,179
Target 2030 Series	$	63,824,871	$	64,351,382
Target 2035 Series	$	10,873,830	$	3,434,118
Target 2040 Series	$	43,484,057	$	55,900,994
Target 2045 Series	$	4,907,450	$	1,574,944
Target 2050 Series	$	18,290,452	$	41,800,644
Target 2055 Series	$	1,598,664	$	1,343,494

5. Investments in Affiliated Issuers

A summary of the Series’ transactions in the shares of affiliated issuers during the six months ended April 30, 2015 is set forth below:

TARGET INCOME  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Conservative Term Series - Class I	$	77,491,610	$	9,187,943	$	17,855,805	$	64,493,201		6,113,100	$	928,936	$	4,867,213
	$	77,491,610	$	9,187,943	$	17,855,805	$	64,493,201			$	928,936	$	4,867,213
TARGET 2010  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Moderate Term Series - Class I	$	9,735,573	$	1,419,667	$	10,075,178	$	—		—	$	89,835	$	317,282
Manning & Napier Pro-Blend® Conservative Term Series - Class I		39,329,266		16,199,715		12,222,697		41,210,673		3,906,225		485,960		2,043,059
	$	49,064,839	$	17,619,382	$	22,297,875	$	41,210,673			$	575,795	$	2,360,341

46

Notes to Financial Statements (continued)

(unaudited)

5. Investments in Affiliated Issuers (continued)

TARGET 2015  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Extended Term Series - Class I	$	481,989	$	63,486	$	475,500	$	—		—	$	4,477	$	(2,022	)
Manning & Napier Pro-Blend® Moderate Term Series - Class I		9,110,760		3,974,036		2,645,498		9,789,965		932,378		82,265		610,966
	$	9,592,749	$	4,037,522	$	3,120,998	$	9,789,965			$	86,742	$	608,944
TARGET 2020  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Extended Term Series - Class I	$	72,173,371	$	16,011,492	$	36,745,062	$	42,262,477		4,201,041	$	700,409	$	6,852,691
Manning & Napier Pro-Blend® Moderate Term Series - Class I		107,493,265		54,352,886		29,131,952		124,766,144		11,882,490		1,014,393		9,647,448
	$	179,666,636	$	70,364,378	$	65,877,014	$	167,028,621			$	1,714,802	$	16,500,139
TARGET 2025  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	1,220,730	$	278,654	$	1,257,650	$	—		—	$	6,155	$	(11,902)
Manning & Napier Pro-Blend® Extended Term Series - Class I		23,153,153		12,707,856		4,439,529		29,056,052		2,888,276		222,258		2,523,021
	$	24,373,883	$	12,986,510	$	5,697,179	$	29,056,052			$	228,413	$	2,511,119
TARGET 2030  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	59,452,391	$	16,120,052	$	22,412,454	$	43,901,843		4,099,145	$	304,289	$	10,505,023
Manning & Napier Pro-Blend® Extended Term Series - Class I		138,366,980		47,704,819		41,938,928		128,768,467		12,800,467		1,347,981		17,801,271
	$	197,819,371	$	63,824,871	$	64,351,382	$	172,670,310			$	1,652,270	$	28,306,294

47

Notes to Financial Statements (continued)

(unaudited)

5. Investments in Affiliated Issuers (continued)

TARGET 2035  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	9,811,536	$	5,385,313	$	2,149,327	$	11,509,030		1,074,606	$	53,730	$	1,490,321
Manning & Napier Pro-Blend® Extended Term Series - Class I		7,992,876		5,488,517		1,284,791		11,298,414		1,123,103		83,429		996,256
	$	17,804,412	$	10,873,830	$	3,434,118	$	22,807,444			$	137,159	$	2,486,577
TARGET 2040  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	106,793,252	$	29,910,518	$	43,665,688	$	77,848,504		7,268,768	$	514,640	$	17,583,617
Manning & Napier Pro-Blend® Extended Term Series - Class I		26,636,668		13,573,539		12,235,306		25,347,730		2,519,655		244,322		2,657,305
	$	133,429,920	$	43,484,057	$	55,900,994	$	103,196,234			$	758,962	$	20,240,922
TARGET 2045  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	7,789,209	$	4,907,450	$	1,574,944	$	10,012,070		934,834	$	40,944	$	1,200,215
	$	7,789,209	$	4,907,450	$	1,574,944	$	10,012,070			$	40,944	$	1,200,215
TARGET 2050  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	64,776,991	$	18,290,452	$	41,800,644	$	31,681,582		2,958,131	$	316,862	$	8,935,222
	$	64,776,991	$	18,290,452	$	41,800,644	$	31,681,582			$	316,862	$	8,935,222
TARGET 2055  SERIES	VALUE AT 10/31/14		PURCHASE COST		SALES PROCEEDS		VALUE AT 4/30/15		SHARES HELD AT 4/30/15		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	3,183,296	$	1,598,664	$	1,343,494	$	3,004,263		280,510	$	15,779	$	335,959
	$	3,183,296	$	1,598,664	$	1,343,494	$	3,004,263			$	15,779	$	335,959

48

Notes to Financial Statements (continued)

(unaudited)

6. Capital Stock Transactions

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

TARGET  INCOME  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		139,405		$	1,402,788			594,916		$	6,346,724			34,068		$	347,160			197,021		$	2,073,981
Reinvested		459,508			4,535,345			298,064			3,099,837			115,273			1,123,916			80,398			826,443
Repurchased		(593,191	)		(5,951,575	)		(389,501	)		(4,186,913	)		(1,186,626	)		(11,663,825	)		(264,088	)		(2,799,033	)
Total		5,722		$	(13,442	)		503,479		$	5,259,648			(1,037,285	)	$	(10,192,749	)		13,331		$	101,391
TARGET  INCOME  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					357,841		$				3,694,818						538,207		$				5,835,286
Reinvested					102,836						1,017,045						66,226						690,717
Repurchased					(142,690	)					(1,469,521	)					(558,452	)					(6,030,911	)
Total					317,987		$				3,242,342						45,981		$				495,092
TARGET  2010  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		170,704		$	1,672,694			318,771		$	3,275,052			12,989		$	125,140			69,137		$	704,913
Reinvested		271,911			2,569,563			185,196			1,836,931			26,901			252,333			30,052			295,220
Repurchased		(1,032,381	)		(9,895,403	)		(347,452	)		(3,572,782	)		(245,483	)		(2,298,578	)		(303,003	)		(3,109,350	)
Total		(589,766	)	$	(5,653,146	)		156,515		$	1,539,201			(205,593	)	$	(1,921,105	)		(203,814	)	$	(2,109,217	)
TARGET  2010  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES		��				AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					340,673		$				3,490,161						409,762		$				4,205,814
Reinvested					152,846						1,450,501						97,156						967,752
Repurchased					(158,724	)					(1,537,606	)					(552,748	)					(5,635,274	)
Total					334,795		$				3,403,056						(45,830	)	$				(461,708	)
TARGET  2015  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		117,775		$	1,352,549			272,455		$	3,220,613			11,354		$	132,456			79,960		$	959,149
Reinvested		14,871			169,530			3,246			38,136			7,339			83,810			2,807			32,583
Repurchased		(106,684	)		(1,241,532	)		(97,164	)		(1,148,035	)		(83,094	)		(955,507	)		(37,416	)		(454,556	)
Total		25,962		$	280,547			178,537		$	2,110,714			(64,401	)	$	(739,241	)		45,351		$	537,176

49

Notes to Financial Statements (continued)

(unaudited)

6. Capital Stock Transactions (continued)

TARGET  2015  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					125,847		$				1,449,644						249,113		$				2,960,038
Reinvested					23,662						270,454						7,624						89,090
Repurchased					(65,237	)					(761,302	)					(167,732	)					(1,999,024	)
Total					84,272		$				958,796						89,005		$				1,050,104
TARGET  2020  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		829,023		$	8,313,516			1,798,069		$	19,200,184			87,518		$	863,569			866,122		$	9,205,721
Reinvested		994,720			9,608,995			490,851			5,042,352			228,458			2,181,769			174,536			1,768,517
Repurchased		(2,738,763	)		(26,781,591	)		(1,111,332	)		(11,902,836	)		(1,523,083	)		(14,597,095	)		(1,764,377	)		(18,770,783	)
Total		(915,020	)	$	(8,859,080	)		1,177,588		$	12,339,700			(1,207,107	)	$	(11,551,757	)		(723,719	)	$	(7,796,545	)
TARGET  2020  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					2,087,201		$				21,470,151						1,670,826		$				17,839,002
Reinvested					729,627						7,077,381						392,551						4,043,714
Repurchased					(475,946	)					(4,747,952	)					(2,875,004	)					(30,309,189	)
Total					2,340,882		$				23,799,580						(811,627	)	$				(8,426,473	)
TARGET  2025  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		347,510		$	4,340,834			622,495		$	7,855,821			30,854		$	379,733			199,173		$	2,563,183
Reinvested		48,933			593,556			3,736			47,738			20,512			249,429			4,793			59,676
Repurchased		(91,142	)		(1,141,706	)		(106,271	)		(1,352,858	)		(182,228	)		(2,236,855	)		(35,183	)		(458,590	)
Total		305,301		$	3,792,684			519,960		$	6,550,701			(130,862	)	$	(1,607,693	)		168,783		$	2,164,269
TARGET  2025  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					376,146		$				4,592,052						546,701		$				6,960,557
Reinvested					62,036						750,019						21,225						262,305
Repurchased					(145,735	)					(1,822,678	)					(314,359	)					(3,995,477	)
Total					292,447		$				3,519,393						253,567		$				3,227,385

50

Notes to Financial Statements (continued)

(unaudited)

6. Capital Stock Transactions (continued)

TARGET  2030  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		1,084,507		$	11,445,219			2,709,470		$	30,826,158			170,168		$	1,776,527			703,724		$	7,936,872
Reinvested		1,530,597			15,382,494			541,087			5,886,045			271,654			2,711,109			155,634			1,677,028
Repurchased		(5,013,290	)		(50,919,006	)		(980,255	)		(11,210,450	)		(1,048,986	)		(10,456,974	)		(1,500,947	)		(17,167,486	)
Total		(2,398,186	)	$	(24,091,293	)		2,270,302		$	25,501,753			(607,164	)	$	(5,969,338	)		(641,589	)	$	(7,553,586	)
TARGET  2030  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					2,191,916		$				23,846,000						1,524,584		$				17,468,968
Reinvested					858,073						8,692,283						358,433						3,925,732
Repurchased					(505,737	)					(5,308,622	)					(2,425,197	)					(27,175,575	)
Total					2,544,252		$				27,229,661						(542,180	)	$				(5,780,875	)
TARGET  2035  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		231,769		$	3,139,485			427,866		$	5,666,101			33,484		$	434,622			143,162		$	1,964,601
Reinvested		46,127			584,888			2,814			37,215			17,879			227,420			4,353			56,641
Repurchased		(62,880	)		(817,661	)		(73,524	)		(978,828	)		(76,423	)		(978,246	)		(23,835	)		(324,572	)
Total		215,016		$	2,906,712			357,156		$	4,724,488			(25,060	)	$	(316,204	)		123,680		$	1,696,670
TARGET  2035  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					354,515		$				4,613,343						358,146		$				4,832,377
Reinvested					56,240						714,815						18,998						246,760
Repurchased					(146,622	)					(1,928,858	)					(164,131	)					(2,186,471	)
Total					264,133		$				3,399,300						213,013		$				2,892,666
TARGET  2040  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		639,014		$	6,964,196			1,663,928		$	20,388,860			78,910		$	860,671			341,962		$	4,218,529
Reinvested		1,338,525			13,974,205			461,132			5,408,209			171,943			1,784,772			105,481			1,227,456
Repurchased		(3,977,192	)		(41,932,624	)		(848,925	)		(10,505,295	)		(499,025	)		(5,139,735	)		(888,702	)		(11,026,033	)
Total		(1,999,653	)	$	(20,994,223	)		1,276,135		$	15,291,774			(248,172	)	$	(2,494,292	)		(441,259	)	$	(5,580,048	)

51

Notes to Financial Statements (continued)

(unaudited)

6. Capital Stock Transactions (continued)

TARGET  2040  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					1,309,760		$				15,032,002						1,035,519		$				12,900,186
Reinvested					630,924						6,631,013						221,903						2,616,468
Repurchased					(298,364	)					(3,369,998	)					(1,311,468	)					(15,980,412	)
Total					1,642,320		$				18,293,017						(54,046	)	$				(463,758	)
TARGET  2045  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		59,834		$	795,421			251,163		$	3,461,043			30,831		$	407,528			135,581		$	1,917,245
Reinvested		20,344			266,916			1,483			20,141			12,638			165,044			2,053			27,487
Repurchased		(33,644	)		(464,505	)		(57,306	)		(800,928	)		(53,574	)		(709,592	)		(54,743	)		(783,372	)
Total		46,534		$	597,832			195,340		$	2,680,256			(10,105	)	$	(137,020	)		82,891		$	1,161,360
TARGET  2045  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					202,989		$				2,787,115						164,103		$				2,300,673
Reinvested					25,098						329,539						3,643						49,123
Repurchased					(66,311	)					(895,172	)					(110,339	)					(1,520,716	)
Total					161,776		$				2,221,482						57,407		$				829,080
TARGET  2050  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		380,456		$	4,628,404			787,621		$	10,725,330			54,343		$	658,708			194,818		$	2,642,156
Reinvested		640,280			7,491,281			197,269			2,536,504			68,631			797,489			26,639			339,988
Repurchased		(3,295,802	)		(38,759,346	)		(229,237	)		(3,114,414	)		(292,527	)		(3,373,423	)		(217,531	)		(2,973,315	)
Total		(2,275,066	)	$	(26,639,661	)		755,653		$	10,147,420			(169,553	)	$	(1,917,226	)		3,926		$	8,829
TARGET  2050  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					374,117		$				4,684,559						457,101		$				6,219,219
Reinvested					169,828						2,000,567						46,716						605,112
Repurchased					(185,429	)					(2,315,006	)					(294,896	)					(3,974,400	)
Total					358,516		$				4,370,120						208,921		$				2,849,931

52

Notes to Financial Statements (continued)

(unaudited)

6. Capital Stock Transactions (continued)

TARGET  2055  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14						FOR THE SIX MONTHS ENDED 4/30/15						FOR THE YEAR ENDED 10/31/14
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		44,981		$	603,340			193,900		$	2,669,309			11,935		$	156,344			44,218		$	617,792
Reinvested		11,184			144,948			1,621			21,518			3,167			40,727			477			6,272
Repurchased		(91,187	)		(1,211,518	)		(83,064	)		(1,155,364	)		(21,118	)		(274,513	)		(11,124	)		(150,506	)
Total		(35,022	)	$	(463,230	)		112,457		$	1,535,463			(6,016	)	$	(77,442	)		33,571		$	473,558
TARGET  2055  SERIES:	FOR THE SIX MONTHS ENDED 4/30/15												FOR THE YEAR ENDED 10/31/14
	CLASS I SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold					46,567		$				625,567						52,372		$				725,482
Reinvested					5,730						74,831						2,029						26,809
Repurchased					(19,930	)					(269,418	)					(18,639	)					(259,702	)
Total					32,367		$				430,980						35,762		$				492,589

The following table represents instances at April 30, 2015, where a shareholder account owned greater than 10% of a Series:

SERIES	NUMBER OF ACCOUNTS OVER 10%		SHARES OWNED		PERCENTAGE OF SERIES SHARES OUTSTANDING			VALUE
Target Income Series		1		4,148,423		64.4	%	$	41,525,714
Target 2010 Series		2		2,315,966		53.9	%	$	22,190,016
Target 2015 Series		1		170,458		20.4	%	$	1,989,240
Target 2020 Series		2		6,455,099		38.2	%	$	63,746,929
Target 2025 Series		2		839,167		35.8	%	$	10,397,162
Target 2030 Series		2		6,070,853		36.4	%	$	62,679,305
Target 2035 Series		2		772,174		44.2	%	$	10,055,597
Target 2040 Series		3		4,248,547		44.5	%	$	45,615,406
Target 2045 Series		2		298,053		40.3	%	$	4,017,537
Target 2050 Series		2		803,557		30.6	%	$	9,699,012
Target 2055 Series		4		128,704		59.0	%	$	1,716,101

Investment activities of these shareholders may have a material effect on the Series.

7. Financial Instruments

The Underlying Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Underlying Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were directly held by the Series as of April 30, 2015.

53

Notes to Financial Statements (continued)

(unaudited)

8. Federal Income Tax Information

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2014 were as follows:

	TARGET INCOME SERIES		TARGET 2010 SERIES		TARGET 2015 SERIES		TARGET 2020 SERIES		TARGET 2025 SERIES		TARGET 2030 SERIES
Ordinary income (2014)	$	1,959,383	$	1,296,135	$	159,729	$	4,396,383	$	380,884	$	6,847,796
Long-term capital gain (2014)	$	2,802,409	$	1,873,685	$	83	$	6,768,937	$	1,902	$	4,866,589

	TARGET   2035 SERIES		TARGET   2040 SERIES		TARGET   2045 SERIES		TARGET   2050 SERIES		TARGET   2055 SERIES
Ordinary income (2014)	$	340,596	$	4,664,257	$	116,039	$	2,125,579	$	54,737
Long-term capital gain (2014)	$	2,057	$	4,711,859	$	496	$	1,452,018	$	19

At April 30, 2015, the identified cost of investments for federal income tax purposes, the resulting gross unrealized depreciation, and the net unrealized depreciation were as follows:

	TARGET  INCOME  SERIES			TARGET  2010  SERIES			TARGET  2015  SERIES			TARGET  2020  SERIES			TARGET  2025  SERIES			TARGET  2030  SERIES
Cost for federal income tax purposes	$	66,202,684		$	41,782,669		$	10,199,019		$	173,077,317		$	30,820,917		$	182,594,675
Unrealized appreciation	$	—		$	—		$	—		$	—		$	—		$	—
Unrealized depreciation		(1,709,483	)		(571,996	)		(409,054	)		(6,048,696	)		(1,764,865	)		(9,924,365	)
Net unrealized depreciation	$	(1,709,483	)	$	(571,996	)	$	(409,054	)	$	(6,048,696	)	$	(1,764,865	)	$	(9,924,365	)

	TARGET  2035  SERIES			TARGET  2040  SERIES			TARGET  2045  SERIES			TARGET  2050  SERIES			TARGET  2055  SERIES
Cost for federal income tax purposes	$	24,866,151		$	110,127,282		$	11,013,004		$	33,338,428		$	3,364,497
Unrealized appreciation	$	—		$	—		$	—		$	—		$	—
Unrealized depreciation		(2,058,707	)		(6,931,048	)		(1,000,934	)		(1,656,846	)		(360,234	)
Net unrealized depreciation	$	(2,058,707	)	$	(6,931,048	)	$	(1,000,934	)	$	(1,656,846	)	$	(360,234	)

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

9. Subsequent Events

In preparing these financial statements, management of the Series has evaluated events and transactions for recognition or disclosure through the date the financial statements were available to be issued and the following item was noted:

On November 18, 2014, the Board of Directors of the Series authorized and approved a plan to merge Manning & Napier Target 2010 Series into the Manning & Napier Target Income Series. The purpose of the transaction will be to combine two portfolios with comparable investment objectives and strategies. The merger is scheduled to take place in September 2015.

54

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.

55

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. 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.

56

{This page intentionally left blank}

57

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic notification or “e-delivery” when certain documents are available on-line to be downloaded or reviewed. Direct shareholders can elect to receive electronic notification when shareholder reports, prospectus updates, and/or statements are available. If you do not currently have on-line access to your account, you can establish access by going to www.manning-napier.com, click on “Login” in the top corner of the page, and follow the prompts to self-enroll. Once enrolled, you can set your electronic notification preferences by clicking on the Account Options tab located within the green toolbar and then select E-Delivery Option. Should you have any questions on either how to establish on-line access or how to update your account settings, please contact Investor Services at 1-800-466-3863.

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

MNTGT-04/15-SAR

Disciplined Value Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested in each Class at the beginning of the period and held for the entire period (November 1, 2014 to April 30, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                   11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD*                  11/1/14-4/30/15	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,030.70	$3.93	0.78%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.93	$3.91	0.78%
Class I
Actual	$1,000.00	$1,032.10	$2.67	0.53%
Hypothetical (5% return before expenses)	$1,000.00	$1,022.17	$2.66	0.53%

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

1

Disciplined Value Series

Portfolio Composition as of April 30, 2015

(unaudited)

2

Disciplined Value Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS - 97.8%
Consumer Discretionary - 10.8%
Auto Components - 0.6%
Johnson Controls, Inc.		25,619	$	1,290,685
Automobiles - 0.4%
Harley-Davidson, Inc.		13,515		759,678
Distributors - 0.4%
Genuine Parts Co.		8,777		788,613
Hotels, Restaurants & Leisure - 2.5%
McDonald’s Corp.		38,768		3,743,050
Yum! Brands, Inc.		16,384		1,408,369
				5,151,419
Media - 2.1%
Omnicom Group, Inc.		12,235		926,924
Pearson plc - ADR (United Kingdom)		39,356		796,565
Thomson Reuters Corp.		34,329		1,409,549
WPP plc - ADR (United Kingdom)		11,448		1,332,891
				4,465,929
Multiline Retail - 1.2%
Kohl’s Corp.		11,209		803,125
Target Corp.		21,378		1,685,228
				2,488,353
Specialty Retail - 3.6%
Best Buy Co., Inc.		18,788		651,004
The Gap, Inc.		22,382		887,222
The Home Depot, Inc.		44,636		4,775,159
L Brands, Inc.		13,727		1,226,645
				7,540,030
Total Consumer Discretionary				22,484,707
Consumer Staples - 17.8%
Beverages - 4.3%
Coca-Cola FEMSA S.A.B. de C.V. - ADR (Mexico)		11,170		892,483
Diageo plc - ADR (United Kingdom)		20,649		2,292,452
Dr. Pepper Snapple Group, Inc.		10,947		816,427
PepsiCo, Inc.		51,300		4,879,656
				8,881,018
Food & Staples Retailing - 4.0%
Sysco Corp.		29,516		1,092,977
Wal-Mart Stores, Inc.		92,173		7,194,103
				8,287,080

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

3

Disciplined Value Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products - 4.6%
Archer-Daniels-Midland Co.		28,243	$	1,380,518
Campbell Soup Co.		15,612		698,012
ConAgra Foods, Inc.		23,291		841,970
General Mills, Inc.		26,107		1,444,761
The Hershey Co.		9,755		896,680
The J.M. Smucker Co.		6,879		797,414
Unilever plc - ADR (United Kingdom)		83,205		3,646,043
				9,705,398
Household Products - 4.3%
The Clorox Co.		7,352		780,047
Colgate-Palmolive Co.		32,114		2,160,630
The Procter & Gamble Co.		77,007		6,122,826
				9,063,503
Tobacco - 0.6%
Lorillard, Inc.		17,521		1,224,017
Total Consumer Staples				37,161,016
Energy - 4.2%
Energy Equipment & Services - 2.2%
National Oilwell Varco, Inc.		13,279		722,510
Schlumberger Ltd.		31,583		2,988,068
Tenaris SA - ADR (Luxembourg)		27,994		860,815
				4,571,393
Oil, Gas & Consumable Fuels - 2.0%
CNOOC Ltd. - ADR (China)		14,133		2,420,276
Ultrapar Participacoes SA - ADR (Brazil)		32,869		750,728
Valero Energy Corp.		19,850		1,129,465
				4,300,469
Total Energy				8,871,862
Financials - 7.9%
Banks - 7.9%
BB&T Corp.		29,576		1,132,465
Fifth Third Bancorp		40,414		808,280
JPMorgan Chase & Co.		73,551		4,652,836
M&T Bank Corp.		6,420		768,281
The PNC Financial Services Group, Inc.		17,575		1,612,155
U.S. Bancorp		51,672		2,215,179
Wells Fargo & Co.		96,286		5,305,359
Total Financials				16,494,555

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

4

Disciplined Value Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Health Care - 12.6%
Health Care Equipment & Supplies - 0.7%
Baxter International, Inc.		22,813	$	1,568,166
Pharmaceuticals - 11.9%
Johnson & Johnson		76,889		7,627,389
Merck & Co., Inc.		88,944		5,297,505
Pfizer, Inc.		184,487		6,259,644
Sanofi - ADR (France)		74,127		3,747,120
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		31,415		1,898,094
				24,829,752
Total Health Care				26,397,918
Industrials - 17.2%
Aerospace & Defense - 5.5%
The Boeing Co.		23,553		3,376,087
General Dynamics Corp.		13,530		1,857,940
Lockheed Martin Corp.		11,379		2,123,321
Raytheon Co.		13,572		1,411,488
United Technologies Corp.		23,745		2,700,994
				11,469,830
Air Freight & Logistics - 1.3%
United Parcel Service, Inc. - Class B		25,964		2,610,161
Commercial Services & Supplies - 0.5%
Waste Management, Inc.		22,072		1,093,226
Electrical Equipment - 2.7%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		88,078		1,917,458
Eaton Corp. plc		19,901		1,367,796
Emerson Electric Co.		28,167		1,657,065
Rockwell Automation, Inc.		6,548		776,593
				5,718,912
Industrial Conglomerates - 1.8%
3M Co.		24,010		3,754,924
Machinery - 3.6%
Caterpillar, Inc.		22,591		1,962,706
Cummins, Inc.		7,201		995,610
Deere & Co.		15,067		1,363,865
Illinois Tool Works, Inc.		16,170		1,513,189
Parker-Hannifin Corp.		6,388		762,472
Stanley Black & Decker, Inc.		8,806		869,152
				7,466,994
Road & Rail - 1.8%
Norfolk Southern Corp.		12,094		1,219,680

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

5

Disciplined Value Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Road & Rail (continued)
Union Pacific Corp.		24,072	$	2,557,168
				3,776,848
Total Industrials				35,890,895
Information Technology - 19.3%
Communications Equipment - 3.9%
Cisco Systems, Inc.		131,901		3,802,706
Qualcomm, Inc.		42,443		2,886,124
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		137,317		1,499,502
				8,188,332
Electronic Equipment, Instruments & Components - 0.5%
Corning, Inc		49,868		1,043,737
IT Services - 4.3%
Accenture plc - Class A		23,588		2,185,428
Automatic Data Processing, Inc.		19,674		1,663,240
International Business Machines Corp.		20,761		3,556,152
Paychex, Inc.		19,190		928,604
Xerox Corp.		61,955		712,483
				9,045,907
Semiconductors & Semiconductor Equipment - 3.1%
Intel Corp.		139,261		4,532,946
Texas Instruments, Inc.		36,536		1,980,616
				6,513,562
Software - 4.8%
CA, Inc.		24,876		790,310
Microsoft Corp.		172,343		8,382,763
Symantec Corp.		36,782		916,791
				10,089,864
Technology Hardware, Storage & Peripherals - 2.7%
Canon, Inc. - ADR (Japan)		51,152		1,821,011
Hewlett-Packard Co.		55,290		1,822,911
Seagate Technology plc		16,586		973,930
Western Digital Corp.		9,647		942,898
				5,560,750
Total Information Technology				40,442,152
Materials - 5.3%
Chemicals - 4.0%
The Dow Chemical Co.		40,523		2,066,673

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

6

Disciplined Value Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Chemicals (continued)
E.I. du Pont de Nemours & Co.		27,782	$	2,033,642
LyondellBasell Industries N.V. - Class A - ADR		16,894		1,748,867
Praxair, Inc.		9,969		1,215,520
Syngenta AG - ADR (Switzerland)		17,542		1,176,016
				8,240,718
Construction Materials - 0.5%
CRH plc - ADR (Ireland)		35,840		1,001,728
Metals & Mining - 0.3%
Nucor Corp.		14,167		692,200
Paper & Forest Products - 0.5%
International Paper Co.		20,693		1,111,628
Total Materials				11,046,274
Telecommunication Services - 2.3%
Diversified Telecommunication Services - 0.5%
Telekomunikasi Indonesia Persero Tbk PT - ADR (Indonesia)		25,636		1,060,818
Wireless Telecommunication Services - 1.8%
NTT DOCOMO, Inc. - ADR (Japan)		145,048		2,568,800
SK Telecom Co. Ltd. - ADR (South Korea)		37,767		1,119,791
				3,688,591
Total Telecommunication Services				4,749,409
Utilities - 0.4%
Electric Utilities - 0.4%
Enersis SA - ADR (Chile)		47,004		835,261
TOTAL COMMON STOCKS
(Identified Cost $176,182,095)				204,374,049
SHORT-TERM INVESTMENT - 0.8%
Dreyfus Cash Management, Inc. - Institutional Shares1, 0.04%
(Identified Cost $1,697,584)		1,697,584		1,697,584
TOTAL INVESTMENTS - 98.6%
(Identified Cost $177,879,679)				206,071,633
OTHER ASSETS, LESS LIABILITIES - 1.4%				3,015,926
NET ASSETS - 100%			$	209,087,559

ADR - American Depositary Receipt

¹Rate shown is the current yield as of April 30, 2015.

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

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

7

Disciplined Value Series

Statement of Assets and Liabilities

April 30, 2015 (unaudited)

ASSETS:
Investments, at value (identified cost $177,879,679) (Note 2)	$	206,071,633
Receivable for securities sold		2,679,586
Dividends receivable		326,509
Receivable for fund shares sold		134,401
Foreign tax reclaims receivable		82,194
Prepaid and other expenses		806
TOTAL ASSETS		209,295,129
LIABILITIES:
Accrued management fees (Note 3)		78,622
Accrued fund accounting and administration fees (Note 3)		22,986
Accrued transfer agent fees (Note 3)		5,610
Accrued shareholder services fees (Class S) (Note 3)		3,159
Accrued Chief Compliance Officer service fees (Note 3)		385
Payable for fund shares repurchased		63,727
Printing fees payable		20,048
Audit fees payable		11,093
Other payables and accrued expenses		1,940
TOTAL LIABILITIES		207,570
TOTAL NET ASSETS	$	209,087,559
NET ASSETS CONSIST OF:
Capital stock	$	131,704
Additional paid-in-capital		164,561,990
Undistributed net investment income		644,543
Accumulated net realized gain on investments		15,557,368
Net unrealized appreciation on investments		28,191,954
TOTAL NET ASSETS	$	209,087,559
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($14,458,339/1,194,006 shares)	$	12.11
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($194,629,220/11,976,389 shares)	$	16.25

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

8

Disciplined Value Series

Statement of Operations

For the Six Months Ended April 30, 2015 (unaudited)

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $163,161)	$	3,121,765
EXPENSES:
Management fees (Note 3)		468,284
Fund accounting and administration fees (Note 3)		26,438
Shareholder services fees (Class S)(Note 3)		18,469
Transfer agent fees (Note 3)		7,122
Chief Compliance Officer service fees (Note 3)		1,213
Directors’ fees (Note 3)		1,359
Registration and filing fees		14,266
Audit fees		11,948
Custodian fees		4,116
Miscellaneous		12,902
Total Expenses		566,117
NET INVESTMENT INCOME		2,555,648
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments		15,617,645
Net change in unrealized appreciation (depreciation) on investments		(11,796,506	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		3,821,139
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,376,787

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

9

Disciplined Value Series

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	2,555,648		$	4,382,084
Net realized gain on investments		15,617,645			10,359,076
Net change in unrealized appreciation (depreciation) on investments		(11,796,506	)		8,904,835
Net increase from operations		6,376,787			23,645,995
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(213,309	)		(333,384	)
From net investment income (Class I)		(2,291,462	)		(3,921,762	)
From net realized gain on investments (Class S)		(940,919	)		(279,952	)
From net realized gain on investments (Class I)		(9,412,072	)		(3,013,000	)
Total distributions to shareholders		(12,857,762	)		(7,548,098	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		10,516,081			19,298,739
Net increase in net assets		4,035,106			35,396,636
NET ASSETS:
Beginning of period		205,052,453			169,655,817
End of period (including undistributed net investment income of $ 644,543 and $593,666, respectively)	$	209,087,559		$	205,052,453

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

10

Disciplined Value Series

Financial Highlights - Class S

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)									FOR THE PERIOD 3/1/121 TO 10/31/12
				FOR THE YEARS ENDED
				10/31/14			10/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.75		$	11.88		$	10.14		$	10.00
Income from investment operations:
Net investment income2		0.13			0.26			0.26			0.12
Net realized and unrealized gain on investments		0.21			1.25			1.89			0.23
Total from investment operations		0.34			1.51			2.15			0.35
Less distributions to shareholders:
From net investment income		(0.18	)		(0.34	)		(0.35	)		(0.21	)
From net realized gain on investments		(0.80	)		(0.30	)		(0.06	)		—
Total distributions to shareholders		(0.98	)		(0.64	)		(0.41	)		(0.21	)
Net asset value - End of period	$	12.11		$	12.75		$	11.88		$	10.14
Net assets - End of period (000’s omitted)	$	14,458		$	13,716		$	10,667		$	5,130
Total return3		3.07	%		13.12	%		21.70	%		3.59	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.78	%4		0.79	%		0.81	%		0.86	%4
Net investment income		2.19	%4		2.11	%		2.31	%		1.76	%4
Portfolio turnover		44	%		23	%		19	%		16	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

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

11

Disciplined Value Series

Financial Highlights - Class I*

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEARS ENDED
				10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	16.76		$	15.41		$	13.03		$	11.96		$	12.41		$	11.38
Income from investment operations:
Net investment income1		0.20			0.38			0.37			0.34			0.27			0.36
Net realized and unrealized gain on investments		0.28			1.64			2.45			1.05			0.88			1.02
Total from investment operations		0.48			2.02			2.82			1.39			1.15			1.38
Less distributions to shareholders:
From net investment income		(0.19	)		(0.37	)		(0.38	)		(0.30	)		(0.30	)		(0.35	)
From net realized gain on investments		(0.80	)		(0.30	)		(0.06	)		(0.02	)		(1.30	)		—	2
Total distributions to shareholders		(0.99	)		(0.67	)		(0.44	)		(0.32	)		(1.60	)		(0.35	)
Net asset value - End of period	$	16.25		$	16.76		$	15.41		$	13.03		$	11.96		$	12.41
Net assets - End of period (000’s omitted)	$	194,629		$	191,337		$	158,989		$	128,760		$	79,028		$	2,643
Total return3		3.21	%		13.44	%		22.02	%		11.77	%		10.17	%		12.32	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.53	%4		0.54	%		0.56	%		0.59	%		0.60	%		0.60	%
Net investment income		2.48	%4		2.38	%		2.63	%		2.69	%		2.41	%		2.99	%
Portfolio turnover		44	%		23	%		19	%		16	%		8	%		73	%
*Effective March 1, 2012, the shares of the Series have been designated as Class I.
**The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			0.45	%		5.01	%

¹Calculated based on average shares outstanding during the periods.

²Less than $0.01 per share.

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

⁴Annualized.

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

12

Disciplined Value Series

Notes to Financial Statements

(unaudited)

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of April 30, 2015, 10.8 billion shares have been designated in total among 43 series, of which 100 million have been designated as Disciplined Value Series Class I common stock and 100 million have been designated as Disciplined Value Series Class S common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

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

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

13

Disciplined Value Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

The following is a summary of the valuation levels used for major security types as of April 30, 2015 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	22,484,707	$	22,484,707	$	—	$	—
Consumer Staples		37,161,016		37,161,016		—		—
Energy		8,871,862		8,871,862		—		—
Financials		16,494,555		16,494,555		—		—
Health Care		26,397,918		26,397,918		—		—
Industrials		35,890,895		35,890,895		—		—
Information Technology		40,442,152		40,442,152		—		—
Materials		11,046,274		11,046,274		—		—
Telecommunication Services		4,749,409		4,749,409		—		—
Utilities		835,261		835,261		—		—
Mutual Fund		1,697,584		1,697,584		—		—
Total assets	$	206,071,633	$	206,071,633	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2014 or April 30, 2015.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2015.

Security Transactions, Investment Income and Expenses

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

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

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

Foreign Currency Translation

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

14

Disciplined Value Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At April 30, 2015, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2011 through October 31, 2014. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/repatriation transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

Indemnifications

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

Other

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

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

15

Disciplined Value Series

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates (continued)

attended plus a fee for each committee meeting attended and are reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. The Fund also has an Audit Committee Chair, who receives an additional annual stipend for this role.

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

The Advisor has contractually agreed, until at least February 29, 2016, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of shareholder service fees, at no more than 0.60% of average daily net assets each year. For the six months ended April 30, 2015, the Advisor did not waive fees or reimburse expenses for the Series. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

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 six months ended April 30, 2015, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $87,305,094 and $87,271,722, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in Class S and I shares of Disciplined Value Series were:

CLASS S	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		285,642		$	3,526,153			320,096		$	3,902,262
Reinvested		98,257			1,138,850			50,658			602,636
Repurchased		(265,825	)		(3,219,306	)		(192,945	)		(2,342,673	)
Total		118,074		$	1,445,697			177,809		$	2,162,225

16

Disciplined Value Series

Notes to Financial Statements (continued)

(unaudited)

5. Capital Stock Transactions (continued)

CLASS I	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,377,506		$	22,767,490			2,601,735		$	41,024,236
Reinvested		343,847			5,339,945			219,152			3,412,112
Repurchased		(1,161,177	)		(19,037,051	)		(1,720,300	)		(27,299,834	)
Total		560,176		$	9,070,384			1,100,587		$	17,136,514

At April 30, 2015, one shareholder account owned 4,794,296 shares of the Series (36.4% of shares outstanding) valued at $77,907,306. In addition, the retirement plan of the Advisor and its affiliates owned 223,687 shares of the Series (0.1% of shares outstanding) valued at $3,634,914. Investment activities of these shareholders may have a material effect on the Series.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of April 30, 2015.

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2014 were as follows:

Ordinary income	$	4,400,112
Long-term capital gains		3,147,986

At April 30, 2015, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:

Cost for federal income tax purposes	$	177,968,226
Unrealized appreciation		29,885,548
Unrealized depreciation		(1,782,141	)
Net unrealized appreciation	$	28,103,407

17

Disciplined Value 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.

18

Disciplined Value 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.

19

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20

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21

Disciplined Value Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic notification or “e-delivery” when certain documents are available on-line to be downloaded or reviewed. Direct shareholders can elect to receive electronic notification when shareholder reports, prospectus updates, and/or statements are available. If you do not currently have on-line access to your account, you can establish access by going to www.manning-napier.com, click on “Login” in the top corner of the page, and follow the prompts to self-enroll. Once enrolled, you can set your electronic notification preferences by clicking on the Account Options tab located within the green toolbar and then select E-Delivery Option. Should you have any questions on either how to establish on-line access or how to update your account settings, please contact Investor Services at 1-800-466-3863.

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

MNDIV-04/15-SAR

Overseas Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2014 to April 30, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                               11/1/14	ENDING  ACCOUNT VALUE                               4/30/15	EXPENSES PAID  DURING PERIOD*                               11/1/14-4/30/15
Actual	$1,000.00	$1,058.40	$3.78
Hypothetical (5% return before expenses)	$1,000.00	$1,021.12	$3.71

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

1

Overseas Series

Portfolio Composition as of April 30, 2015

(unaudited)

2

Overseas Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS - 98.9%
Consumer Discretionary - 17.4%
Diversified Consumer Services - 2.8%
Kroton Educacional S.A. (Brazil)		18,368,170	$	67,426,263
Hotels, Restaurants & Leisure - 2.3%
Accor S.A. (France)1		993,000		54,451,048
Internet & Catalog Retail - 0.5%
Ocado Group plc (United Kingdom)*1		2,271,748		12,331,591
Media - 6.1%
ITV plc (United Kingdom)1		11,391,550		44,227,615
Liberty Global plc - Class A - ADR (United Kingdom)*		630,420		32,870,099
Modern Times Group AB - Class B (Sweden)1		424,705		14,123,687
Sky plc (United Kingdom)1		2,999,446		49,454,373
Societe Television Francaise 1 (France)1		232,383		4,061,516
				144,737,290
Specialty Retail - 2.0%
Kingfisher plc (United Kingdom)1		8,740,179		46,956,614
Textiles, Apparel & Luxury Goods - 3.7%
Adidas AG (Germany)1		494,570		40,523,095
lululemon athletica, Inc. (United States)*		746,230		47,490,077
				88,013,172
Total Consumer Discretionary				413,915,978
Consumer Staples - 24.7%
Beverages - 11.5%
AMBEV S.A. - ADR (Brazil)		6,271,795		39,700,462
Anheuser-Busch InBev N.V. (Belgium)1		521,720		63,518,614
Carlsberg A/S - Class B (Denmark)1		309,550		28,221,226
Diageo plc (United Kingdom)1		2,545,630		70,672,279
Remy Cointreau S.A. (France)1		197,068		14,826,414
SABMiller plc (United Kingdom)1		1,071,000		56,690,759
				273,629,754
Food & Staples Retailing - 3.9%
Carrefour S.A. (France)1		1,603,615		55,290,945
Tesco plc (United Kingdom)1		11,202,880		37,760,979
				93,051,924
Food Products - 5.6%
Charoen Pokphand Foods PCL (Thailand)1		13,756,910		9,301,270
Danone S.A. (France)1		898,470		65,015,305
Nestle S.A. (Switzerland)1		356,030		27,622,310
Unilever plc - ADR (United Kingdom)		684,590		29,998,734
				131,937,619

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

3

Overseas Series

Investment Portfolio - April 30, 2015

(unaudited)

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Personal Products - 1.2%
Beiersdorf AG (Germany)1		323,420	$	28,132,946
Tobacco - 2.5%
Imperial Tobacco Group plc (United Kingdom)1		140,739		6,872,313
Japan Tobacco, Inc. (Japan)1		783,300		27,353,513
Swedish Match AB (Sweden)1		826,830		25,453,217
				59,679,043
Total Consumer Staples				586,431,286
Energy - 10.8%
Energy Equipment & Services - 4.8%
CGG S.A. (France)*1		1,063,667		7,534,094
Petroleum Geo-Services ASA (Norway)1		2,486,500		16,509,764
Schlumberger Ltd. (United States)		853,360		80,736,390
Trican Well Service Ltd. (Canada)		2,060,940		8,711,806
Trican Well Service Ltd. - ADR (Canada)		102,040		432,650
				113,924,704
Oil, Gas & Consumable Fuels - 6.0%
Cameco Corp. (Canada)		3,071,640		53,999,431
Encana Corp. (Canada)		5,288,285		75,146,530
Whitehaven Coal Ltd. (Australia)*1		11,139,416		14,518,712
				143,664,673
Total Energy				257,589,377
Financials - 1.8%
Insurance - 1.8%
Admiral Group plc (United Kingdom)1		1,741,630		41,530,049
Health Care - 15.6%
Health Care Equipment & Supplies - 2.0%
BioMerieux (France)1		137,730		14,858,540
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		33,952,000		31,377,219
				46,235,759
Health Care Providers & Services - 3.5%
Fresenius Medical Care AG & Co. KGaA (Germany)1		826,980		69,500,859
Life Healthcare Group Holdings Ltd. (South Africa)1		3,870,550		13,293,222
				82,794,081
Life Sciences Tools & Services - 1.1%
QIAGEN N.V. (United States)*1		1,114,746		26,804,578
QIAGEN N.V. - ADR (United States)*		3,340		79,525
				26,884,103

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

4

Overseas Series

Investment Portfolio - April 30, 2015

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Pharmaceuticals - 9.0%
Novartis AG - ADR (Switzerland)		246,430	$	25,086,574
Novo Nordisk A/S - Class B (Denmark)1		478,675		26,873,137
Otsuka Holdings Co. Ltd. (Japan)1		1,100,160		34,726,049
Roche Holding AG (Switzerland)1		217,100		62,124,271
Sanofi (France)1		271,144		27,599,914
Shire plc - ADR (Ireland)		158,320		38,552,503
				214,962,448
Total Health Care				370,876,391
Industrials - 6.9%
Airlines - 1.6%
Latam Airlines Group S.A. - ADR (Chile)*		947,819		9,070,628
Ryanair Holdings plc - ADR (Ireland)		470,560		30,515,816
				39,586,444
Commercial Services & Supplies - 2.0%
Aggreko plc (United Kingdom)1		1,886,245		47,580,542
Electrical Equipment - 0.9%
Nexans S.A. (France)*1		560,590		21,967,312
Machinery - 1.3%
SKF AB - Class B (Sweden)1		475,854		11,622,754
Sulzer AG (Switzerland)1		168,645		18,818,785
				30,441,539
Trading Companies & Distributors - 1.1%
Brenntag AG (Germany)1		424,388		25,463,592
Total Industrials				165,039,429
Information Technology - 9.4%
Internet Software & Services - 7.8%
Alibaba Group Holding Ltd. - ADR (China)*		764,140		62,116,941
Baidu, Inc. - ADR (China)*		132,970		26,631,232
Qihoo 360 Technology Co. Ltd. - ADR (China)*		1,019,890		61,499,367
Tencent Holdings Ltd. - Class H (China)1		1,742,600		35,965,314
				186,212,854
IT Services - 1.6%
Amdocs Ltd. - ADR (United States)		682,790		37,601,245
Total Information Technology				223,814,099
Materials - 10.7%
Chemicals - 4.7%
Potash Corp. of Saskatchewan, Inc. (Canada)		363,677		11,870,417
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		1,005,523		21,960,622
Syngenta AG (Switzerland)1		177,113		59,267,290

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

5

Overseas Series

Investment Portfolio - April 30, 2015

(unaudited)

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Chemicals (continued)
Umicore S.A. (Belgium)1		385,765	$	19,175,118
				112,273,447
Construction Materials - 0.7%
CRH plc (Ireland)1		121,071		3,383,122
Holcim Ltd. (Switzerland)1		159,670		12,826,374
				16,209,496
Metals & Mining - 5.3%
Alumina Ltd. (Australia)1		12,774,498		15,501,241
Iluka Resources Ltd. (Australia)1		2,311,370		14,728,888
Norsk Hydro ASA (Norway)1		2,640,784		12,506,228
Teck Resources Ltd. - Class B (Canada)		2,614,280		39,684,770
ThyssenKrupp AG (Germany)1		1,641,710		43,619,371
				126,040,498
Total Materials				254,523,441
Telecommunication Services - 1.6%
Wireless Telecommunication Services - 1.6%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		1,815,560		37,927,048
TOTAL COMMON STOCKS
(Identified Cost $2,308,095,436)				2,351,647,098
SHORT-TERM INVESTMENT - 2.6%
Dreyfus Cash Management, Inc. - Institutional Shares2, 0.04%
(Identified Cost $61,561,507)		61,561,507		61,561,507
TOTAL INVESTMENTS - 101.5%
(Identified Cost $2,369,656,943)				2,413,208,605
LIABILITIES, LESS OTHER ASSETS - (1.5%)				(36,218,155	)
NET ASSETS - 100%			$	2,376,990,450

ADR - American Depositary Receipt

*Non-income producing security.

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

²Rate shown is the current yield as of April 30, 2015.

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

United Kingdom - 20.1%; France - 11.2%.

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

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

6

Overseas Series

Statement of Assets & Liabilities

April 30, 2015 (unaudited)

ASSETS:
Investments, at value (identified cost $2,369,656,943) (Note 2)	$	2,413,208,605
Receivable for securities sold		18,643,721
Dividends receivable		7,258,102
Receivable for fund shares sold		6,866,397
Foreign tax reclaims receivable		3,079,167
Prepaid and other expenses		29,812
TOTAL ASSETS		2,449,085,804
LIABILITIES:
Foreign currency due to custodian (identified cost $11,060)		11,197
Accrued management fees (Note 3)		1,374,447
Accrued fund accounting and administration fees (Note 3)		113,598
Accrued transfer agent fees (Note 3)		4,251
Accrued Chief Compliance Officer service fees (Note 3)		385
Payable for securities purchased		53,114,252
Payable for fund shares repurchased		17,178,656
Other payables and accrued expenses		298,568
TOTAL LIABILITIES		72,095,354
TOTAL NET ASSETS	$	2,376,990,450
NET ASSETS CONSIST OF:
Capital stock	$	1,020,759
Additional paid-in-capital		2,348,029,852
Undistributed net investment income		12,489,519
Accumulated net realized gain (loss) on investments, foreign currency and translation of other assets and liabilities		(27,803,567	)
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		43,253,887
TOTAL NET ASSETS	$	2,376,990,450
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($2,376,990,450/102,075,932 shares)	$	23.29

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

7

Overseas Series

Statement of Operations

For the Six Months Ended April 30, 2015 (unaudited)

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $2,289,514)	$	25,583,942
EXPENSES:
Management fees (Note 3)		8,535,055
Fund accounting and administration fees (Note 3)		126,512
Directors’ fees (Note 3)		7,915
Transfer agent fees (Note 3)		4,626
Chief Compliance Officer service fees (Note 3)		1,213
Custodian fees		292,562
Miscellaneous		110,162
Total Expenses		9,078,045
NET INVESTMENT INCOME		16,505,897
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		(25,897,557	)
Foreign currency and translation of other assets and liabilities		(795,840)
		(26,693,397	)
Net change in unrealized appreciation (depreciation) on-
Investments		139,607,475
Foreign currency and translation of other assets and liabilities		(74,167	)
		139,533,308
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		112,839,911
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	129,345,808

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

8

Overseas Series

Statements of Changes in Net Assets

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	16,505,897		$	38,169,340
Net realized gain (loss) on investments and foreign currency		(26,693,397	)		188,178,015
Net change in unrealized appreciation (depreciation) on investments and foreign currency		139,533,308			(407,962,972	)
Net increase (decrease) from operations		129,345,808			(181,615,617	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(38,104,257	)		(36,250,731	)
From net realized gain on investments		(188,046,421	)		(105,998,729	)
Total distributions to shareholders		(226,150,678	)		(142,249,460	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		(178,512,246	)		314,510,810
Net decrease in net assets		(275,317,116	)		(9,354,267	)
NET ASSETS:
Beginning of period		2,652,307,566			2,661,661,833
End of period (including undistributed net investment income of $12,489,519 and $34,087,879, respectively)	$	2,376,990,450		$	2,652,307,566

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

9

Overseas Series

Financial Highlights

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEARS ENDED
				10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	24.31		$	27.39		$	22.47		$	22.63		$	24.22		$	21.68
Income (loss) from investment operations:
Net investment income1		0.15			0.36			0.41		��	0.36			0.75			0.32
Net realized and unrealized gain (loss) on investments		0.98			(1.98	)		4.88			0.51			(2.09	)		2.41
Total from investment operations		1.13			(1.62	)		5.29			0.87			(1.34	)		2.73
Less distributions to shareholders:
From net investment income		(0.36	)		(0.37	)		(0.37	)		(0.52	)		(0.25	)		(0.19	)
From net realized gain on investments		(1.79	)		(1.09	)		—			(0.51	)		—	2		—
Total distributions to shareholders		(2.15	)		(1.46	)		(0.37	)		(1.03	)		(0.25	)		(0.19	)
Net asset value - End of period	$	23.29		$	24.31		$	27.39		$	22.47		$	22.63		$	24.22
Net assets - End of period (000’s omitted)	$	2,376,990		$	2,652,308		$	2,661,662		$	1,993,999		$	1,336,187		$	918,272
Total return3		5.84	%		(6.13	%)		23.87	%		4.61	%		(5.61	%)		12.68	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.74	%4		0.74	%		0.75	%		0.75	%		0.75	%		0.75	%
Net investment income		1.35	%4		1.37	%		1.65	%		1.68	%		3.04	%		1.42	%
Portfolio turnover		28	%		39	%		43	%		42	%		37	%		36	%
*The investment advisor did not impose all or a portion of its management and/or other fees, and in some years may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			0.00	%5		0.01	%		0.01	%

¹Calculated based on average shares outstanding during the periods.

²Less than $0.01 per share.

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

⁴Annualized.

⁵Less than 0.01%.

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

10

Overseas Series

Notes to Financial Statements

(unaudited)

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of April 30, 2015, 10.8 billion shares have been designated in total among 43 series, of which 200 million have been designated as Overseas Series Class A common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

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

11

Overseas Series

Notes to Financial Statements (continued)

(unaudited)

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 April 30, 2015 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	413,915,978	$	147,786,439	$	266,129,539	$	—
Consumer Staples		586,431,286		69,699,196		516,732,090		—
Energy		257,589,377		219,026,807		38,562,570		—
Financials		41,530,049		—		41,530,049		—
Health Care		370,876,391		63,718,602		307,157,789		—
Industrials		165,039,429		39,586,444		125,452,985		—
Information Technology		223,814,099		187,848,785		35,965,314		—
Materials		254,523,441		73,515,809		181,007,632		—
Telecommunication Services		37,927,048		37,927,048		—		—
Mutual Fund		61,561,507		61,561,507		—		—
Total assets	$	2,413,208,605	$	900,670,637	$	1,512,537,968	$	—

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

There were no Level 3 securities held by the Series as of October 31, 2014 or April 30, 2015.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the six months ended April 30, 2015.

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

12

Overseas Series

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At April 30, 2015, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2011 through October 31, 2014. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/repatriation transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.70% of the Series’ average daily net assets.

13

Overseas Series

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates (continued)

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

The Advisor has contractually agreed, until at least February 29, 2016, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.75% of average daily net assets each year. For the six months ended April 30, 2015, the Advisor did not waive fees or reimburse expenses for the Series. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

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 six months ended April 30, 2015, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $681,113,981 and $1,052,454,577, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in Class A shares of Overseas Series were:

	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/2014
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,493,436		$	125,750,405			20,258,326		$	535,992,896
Reinvested		10,511,668			216,435,237			5,259,496			133,801,586
Repurchased		(23,030,161	)		(520,697,888	)		(13,577,127	)		(355,283,672	)
Total		(7,025,057	)	$	(178,512,246	)		11,940,695		$	314,510,810

At April 30, 2015, the retirement plan of the Advisor and its affiliates owned 272,892 shares of the Series (0.01% of shares outstanding) valued at $6,355,648.

14

Overseas Series

Notes to Financial Statements (continued)

(unaudited)

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of April 30, 2015.

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

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2014 were as follows:

Ordinary income	$	51,695,346
Long-term capital gains		90,554,114

At April 30, 2015, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:

Cost for federal income tax purposes	$	2,377,879,806
Unrealized appreciation		212,393,713
Unrealized depreciation		(177,064,914	)
Net unrealized appreciation	$	35,328,799

15

Overseas Series

Renewal of Investment Advisory Agreement

(unaudited)

At the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors’ (the “Board”) meeting, held on November 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.

16

Overseas Series

Renewal of Investment Advisory Agreement

(unaudited)

• The Board also considered the other benefits the Advisor derives from its relationship with the Fund. Such other benefits include certain research services provided by soft dollars. 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.

17

Overseas Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic notification or “e-delivery” when certain documents are available on-line to be downloaded or reviewed. Direct shareholders can elect to receive electronic notification when shareholder reports, prospectus updates, and/or statements are available. If you do not currently have on-line access to your account, you can establish access by going to www.manning-napier.com, click on “Login” in the top corner of the page, and follow the prompts to self-enroll. Once enrolled, you can set your electronic notification preferences by clicking on the Account Options tab located within the green toolbar and then select E-Delivery Option. Should you have any questions on either how to establish on-line access or how to update your account settings, please contact Investor Services at 1-800-466-3863.

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

MNOVS-4/15-SAR

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

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (November 1, 2014 to April 30, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE               11/1/14	ENDING  ACCOUNT VALUE               4/30/15	EXPENSES PAID  DURING PERIOD               11/1/14-4/30/15*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,011.80	$4.29	0.86%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.53	$4.31	0.86%
Class I
Actual	$1,000.00	$1,012.90	$3.29	0.66%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.52	$3.31	0.66%
Class C
Actual	$1,000.00	$1,007.60	$8.26	1.66%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.56	$8.30	1.66%
Class R
Actual	$1,000.00	$1,010.50	$5.78	1.16%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.04	$5.81	1.16%

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

1

Portfolio Composition Pro-Blend^® Conservative Term Series

As of April 30, 2015 (unaudited)

Sector Allocation4
Financials	22.3	%
Consumer Discretionary	9.8	%
Information Technology	6.4	%
Industrials	5.3	%
Energy	4.7	%
Consumer Staples	4.0	%
Health Care	3.9	%
Materials	3.7	%
Telecommunication Services	0.9	%
Utilities	0.4	%
4Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Five Stock Holdings5
General Electric Co.	0.9	%
Monsanto Co.	0.9	%
Cerner Corp.	0.8	%
AMC Networks, Inc. - Class A	0.8	%
Hess Corp.	0.7	%
5As a percentage of total investments.
Top Five Bond Holdings6
U.S. Treasury Bill, 0.10%, 07/23/2015	3.2	%
U.S. Treasury Note, 0.88%, 11/15/2017	1.6	%
Freddie Mac, 2.00%, 08/25/2016	1.4	%
Fannie Mae, 1.38%, 11/15/2016	1.3	%
U.S. Treasury Note, 0.25%, 10/31/2015	1.2	%
6As a percentage of total investments.

2

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 30.1%
Consumer Discretionary - 6.0%
Auto Components - 0.0%##
Mando Corp. (South Korea)1		1,169	$	162,141
Automobiles - 0.0%##
Hyundai Motor Co. (South Korea)1		1,890		296,619
Diversified Consumer Services - 0.0%##
Kroton Educacional S.A. (Brazil)		133,280		489,247
Hotels, Restaurants & Leisure - 0.6%
Accor S.A. (France)1		5,220		286,238
Hyatt Hotels Corp. - Class A*		6,300		365,715
McDonald’s Corp.		19,590		1,891,415
SeaWorld Entertainment, Inc.		48,530		1,028,836
Yum! Brands, Inc.		64,220		5,520,351
				9,092,555
Household Durables - 0.0%##
DR Horton, Inc.		6,240		158,496
Lennar Corp. - Class A		3,520		161,216
LG Electronics, Inc. (South Korea)1		2,240		125,962
Toll Brothers, Inc.*		4,520		160,641
TRI Pointe Homes, Inc.*		11,840		169,075
				775,390
Internet & Catalog Retail - 0.9%
The Priceline Group, Inc.*		8,300		10,273,823
TripAdvisor, Inc.*		65,040		5,235,070
				15,508,893
Media - 3.7%
AMC Networks, Inc. - Class A*		160,470		12,105,857
Gannett Co., Inc.		159,310		5,467,519
Global Mediacom Tbk PT (Indonesia)1		2,097,540		250,386
Liberty Global plc - ClassA - ADR (United Kingdom)*		69,570		3,627,380
Sinclair Broadcast Group, Inc. - Class A		177,490		5,438,294
Thomson Reuters Corp.		17,617		723,354
Time Warner, Inc.		131,170		11,072,060
Tribune Media Co. - Class A		59,980		3,363,079
Twenty-First Century Fox, Inc. - Class A2		263,120		8,967,130
Viacom, Inc. - Class B		140,330		9,745,919
				60,760,978
Multiline Retail - 0.1%
Target Corp.		10,930		861,612
Specialty Retail - 0.2%
Groupe Fnac S.A. (France)*1		69		4,178
The Home Depot, Inc.		22,574		2,414,967
Sa Sa International Holdings Ltd. (Hong Kong)1		169,510		86,239
				2,505,384
Textiles, Apparel & Luxury Goods - 0.5%
Belle International Holdings Ltd. (Hong Kong)1		226,890		291,207
lululemon athletica, Inc.*		131,150		8,346,386
				8,637,593
Total Consumer Discretionary				99,090,412
Consumer Staples - 2.9%
Beverages - 1.5%
AMBEV S.A. - ADR (Brazil)		628,250		3,976,823
Anheuser-Busch InBev N.V. (Belgium)1		67,010		8,158,365
Cia Cervecerias Unidas S.A. - ADR (Chile)		17,190		375,945
Diageo plc (United Kingdom)1		245,940		6,827,834
Diageo plc - ADR (United Kingdom)		10,675		1,185,139
Dr. Pepper Snapple Group, Inc.		4,460		332,627
Molson Coors Brewing Co. - Class B		15,420		1,133,524
PepsiCo, Inc.		32,487		3,090,163
				25,080,420
Food & Staples Retailing - 0.3%
Raia Drogasil S.A. (Brazil)		21,400		241,704
Wal-Mart Stores, Inc.		52,702		4,113,391
				4,355,095
Food Products - 0.6%
Charoen Pokphand Foods PCL (Thailand)1		323,510		218,730
ConAgra Foods, Inc.		27,060		978,219
General Mills, Inc.		13,233		732,314
M Dias Branco S.A. (Brazil)		12,560		357,672
Sao Martinho S.A. (Brazil)		19,330		243,538
Tiger Brands Ltd. (South Africa)1		8,830		229,820
Unilever plc - ADR (United Kingdom)		162,121		7,104,142
				9,864,435
Household Products - 0.4%
Colgate-Palmolive Co.		16,237		1,092,425
Energizer Holdings, Inc.		12,140		1,658,567
The Procter & Gamble Co.		37,663		2,994,585
				5,745,577

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

3

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Tobacco - 0.1%
Philip Morris International, Inc.		23,230	$	1,939,008
Total Consumer Staples				46,984,535
Energy - 2.8%
Energy Equipment & Services - 1.2%
Cameron International Corp.*		119,030		6,525,225
Schlumberger Ltd.		90,238		8,537,417
Weatherford International plc - ADR*		352,530		5,129,311
				20,191,953
Oil, Gas & Consumable Fuels - 1.6%
Apache Corp.		31,260		2,138,184
BP plc - ADR (United Kingdom)		25,620		1,105,759
Chevron Corp.		13,890		1,542,623
CNOOC Ltd. - ADR (China)		7,039		1,205,429
ConocoPhillips		15,720		1,067,702
Cosan S.A. Industria e Comercio (Brazil)		20,030		193,057
EOG Resources, Inc.		16,320		1,614,864
Exxon Mobil Corp.		26,710		2,333,653
Hess Corp.		148,480		11,418,112
Range Resources Corp.		41,540		2,640,282
TOTAL S.A. (France)1		20,200		1,093,830
				26,353,495
Total Energy				46,545,448
Financials - 4.2%
Banks - 1.0%
BankUnited, Inc.		16,320		536,275
Citigroup, Inc.		41,140		2,193,585
HSBC Holdings plc (United Kingdom)1		78,550		784,670
ICICI Bank Ltd. - ADR (India)		17,500		191,275
JPMorgan Chase & Co.		49,248		3,115,428
The PNC Financial Services Group, Inc.		9,021		827,496
Popular, Inc.*		107,520		3,486,874
U.S. Bancorp.		42,175		1,808,042
Wells Fargo & Co.		71,102		3,917,720
				16,861,365
Capital Markets - 0.1%
American Capital Ltd.*		24,190		365,027
Apollo Investment Corp.		48,150		385,200
Ares Capital Corp.		22,770		387,545
BlackRock Capital Investment Corp.		43,830		400,606
PennantPark Investment Corp.		37,500		353,250
				1,891,628
Consumer Finance - 0.3%
SLM Corp.*		486,320		4,955,601
Diversified Financial Services - 0.0%##
JSE Ltd. (South Africa)1		40,430		452,279
Insurance - 0.3%
Admiral Group plc (United Kingdom)1		78,030		1,860,665
Principal Financial Group, Inc.		31,400		1,605,168
The Progressive Corp.		26,950		718,487
				4,184,320
Real Estate Investment Trusts (REITS) - 2.1%
Agree Realty Corp.		14,660		451,235
Alexandria Real Estate Equities, Inc.		4,680		432,338
American Campus Communities, Inc.		12,450		499,743
Apartment Investment & Management Co. - Class A		10,840		408,993
AvalonBay Communities, Inc.		2,130		350,044
Axia Real Estate SOCIMI S.A. (Spain)*1		9,220		123,508
BioMed Realty Trust, Inc.		11,150		231,363
Brixmor Property Group, Inc.		25,620		600,789
Camden Property Trust		4,250		319,090
CatchMark Timber Trust, Inc. - Class A		81,560		946,096
Chesapeake Lodging Trust		13,560		430,530
Columbia Property Trust, Inc.		9,210		241,578
CoreSite Realty Corp.		8,660		416,373
Crown Castle International Corp.		5,900		492,827
CubeSmart		21,030		485,162
DCT Industrial Trust, Inc.		10,120		334,365
DDR Corp.		25,860		440,913
Digital Realty Trust, Inc.		5,170		327,830
Douglas Emmett, Inc.		8,290		236,265
Duke Realty Corp.		17,710		350,835
DuPont Fabros Technology, Inc.		7,370		229,575
Education Realty Trust, Inc.		9,443		317,474
Equity LifeStyle Properties, Inc.		4,700		248,254
Equity One, Inc.		14,430		355,411
Equity Residential		5,080		375,209
Essex Property Trust, Inc.		1,780		395,071
Extra Space Storage, Inc.		3,440		226,799

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

4

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Fibra Shop Portafolios Inmobiliarios SAPI de CV (Mexico)		163,683	$	187,667
General Growth Properties, Inc.		13,040		357,296
Health Care REIT, Inc.		4,620		332,732
Healthcare Trust of America, Inc. - Class A		9,650		249,839
Home Properties, Inc.		3,490		256,724
Host Hotels & Resorts, Inc.		19,010		382,861
Inland Real Estate Corp.		33,950		349,345
Kite Realty Group Trust		12,877		337,377
Lamar Advertising Co. - Class A		26,570		1,539,997
LaSalle Hotel Properties		11,650		427,439
Liberty Property Trust		9,560		333,070
Mack-Cali Realty Corp.		26,940		483,573
Mid-America Apartment Communities, Inc.		4,100		305,901
Outfront Media, Inc.		55,940		1,606,597
Paramount Group, Inc.		22,780		417,330
Pebblebrook Hotel Trust		5,270		226,294
Physicians Realty Trust		52,910		878,306
Plum Creek Timber Co., Inc.		62,180		2,623,996
Prologis, Inc.		5,540		222,708
Public Storage		2,270		426,556
Rexford Industrial Realty, Inc.		15,010		223,049
Sabra Health Care REIT, Inc.		8,250		246,510
Scentre Group (Australia)1		77,281		227,645
Simon Property Group, Inc.		6,830		1,239,577
Sovran Self Storage, Inc.		5,610		489,977
Taubman Centers, Inc.		3,410		245,554
Terreno Realty Corp., Reit		11,270		239,826
UDR, Inc.		11,730		384,392
Urban Edge Properties		20,540		464,820
Ventas, Inc.		4,780		329,342
Washington Real Estate Investment Trust		7,950		196,524
Westfield Corp. (Australia)1		57,690		428,913
Weyerhaeuser Co.		227,910		7,181,444
WP GLIMCHER, Inc.		14,195		212,925
				34,323,776
Real Estate Management & Development - 0.4%
BR Malls Participacoes S.A. (Brazil)		15,400		83,927
First Capital Realty, Inc. (Canada)		39,960		662,412
Forest City Enterprises, Inc. - Class A*		14,800		351,648
Forestar Group, Inc.*		15,600		230,256
General Shopping Brasil S.A. (Brazil)*		58,200		103,344
Realogy Holdings Corp.*		98,900		4,688,849
				6,120,436
Total Financials				68,789,405
Health Care - 3.1%
Biotechnology - 0.0%##
Green Cross Corp. (South Korea)1		2,220		365,772
Health Care Equipment & Supplies - 0.1%
Baxter International, Inc.		11,395		783,292
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		571,800		528,437
				1,311,729
Health Care Providers & Services - 0.3%
Express Scripts Holding Co.*		54,500		4,708,800
KPJ Healthcare Berhad (Malaysia)1		235,690		281,644
Life Healthcare Group Holdings Ltd. (South Africa)1		62,870		215,924
Siloam International Hospitals Tbk PT (Indonesia)*1		275,240		301,516
				5,507,884
Health Care Technology - 0.8%
Cerner Corp.*		174,170		12,507,148
Pharmaceuticals - 1.9%
Eli Lilly & Co.		11,380		817,881
Johnson & Johnson		109,419		10,854,365
Merck & Co., Inc.		140,207		8,350,729
Pfizer, Inc.		88,708		3,009,862
Roche Holding AG (Switzerland)1		2,820		806,957
Sanofi (France)1		7,980		812,289
Sanofi - ADR (France)		101,187		5,115,003
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		15,880		959,470
				30,726,556
Total Health Care				50,419,089
Industrials - 2.8%
Aerospace & Defense - 0.4%
The Boeing Co.		11,954		1,713,486
General Dynamics Corp.		6,785		931,716
Lockheed Martin Corp.		5,735		1,070,151
Raytheon Co.		6,891		716,664
United Technologies Corp.		12,079		1,373,986
				5,806,003

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

5

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Air Freight & Logistics - 0.2%
United Parcel Service, Inc. - Class B		25,860	$	2,599,706
Airlines - 0.0%##
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		68,480		173,939
Latam Airlines Group S.A. - ADR (Chile)*		17,995		172,212
				346,151
Commercial Services & Supplies - 0.2%
MiX Telematics Ltd. - ADR (South Africa)*		44,760		313,320
Pitney Bowes, Inc.		50,930		1,139,304
Waste Management, Inc.		33,330		1,650,835
				3,103,459
Electrical Equipment - 0.2%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		44,831		975,972
Emerson Electric Co.		14,170		833,621
Rockwell Automation, Inc.		8,840		1,048,424
				2,858,017
Industrial Conglomerates - 1.0%
3M Co.		12,317		1,926,257
General Electric Co.		550,380		14,904,290
				16,830,547
Machinery - 0.6%
Caterpillar, Inc.		11,440		993,907
Donaldson Co., Inc.		13,070		488,426
Flowserve Corp.		20,340		1,190,500
Illinois Tool Works, Inc.		8,309		777,556
Joy Global, Inc.		126,080		5,376,051
Pentair plc (United Kingdom)		11,750		730,263
				9,556,703
Marine - 0.0%##
Sinotrans Shipping Ltd. - Class H (China)*1		1,084,740		302,685
Road & Rail - 0.2%
Union Pacific Corp.		26,726		2,839,103
Trading Companies & Distributors - 0.0%#
Fastenal Co.		20,560		876,267
Total Industrials				45,118,641
Information Technology - 5.6%
Communications Equipment - 0.8%
Cisco Systems, Inc.		95,232		2,745,539
Juniper Networks, Inc.		314,220		8,304,835
Qualcomm, Inc.		21,652		1,472,336
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		70,366		768,397
				13,291,107
Internet Software & Services - 1.6%
Alibaba Group Holding Ltd. - ADR (China)*		4,440		360,928
Baidu, Inc. - ADR (China)*		1,540		308,431
eBay, Inc.*		155,030		9,032,048
Google, Inc. - Class A*		13,000		7,134,010
Google, Inc. - Class C*		14,520		7,802,080
Qihoo 360 Technology Co. Ltd. - ADR (China)*		8,410		507,123
Tencent Holdings Ltd. - Class H (China)1		17,000		350,861
				25,495,481
IT Services - 1.1%
Accenture plc - Class A		11,918		1,104,203
Automatic Data Processing, Inc.		10,095		853,431
Broadridge Financial Solutions, Inc.		14,820		799,094
International Business Machines Corp.		11,326		1,940,031
MasterCard, Inc. - Class A		45,840		4,135,226
VeriFone Systems, Inc.*		129,950		4,648,311
Visa, Inc. - Class A2		38,320		2,531,036
Xerox Corp.		119,260		1,371,490
				17,382,822
Semiconductors & Semiconductor Equipment - 0.2%
Intel Corp.		70,253		2,286,735
Texas Instruments, Inc.		18,660		1,011,559
				3,298,294
Software - 1.0%
Electronic Arts, Inc.*		190,960		11,092,866
Microsoft Corp.		101,362		4,930,248
TOTVS S.A. (Brazil)		20,990		245,990
				16,269,104
Technology Hardware, Storage & Peripherals - 0.9%
Apple, Inc.		12,010		1,503,051
Canon, Inc. - ADR (Japan)		25,399		904,204
EMC Corp.2		421,880		11,352,791
Hewlett-Packard Co.		28,816		950,064

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

6

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES/ PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Technology Hardware, Storage & Peripherals (continued)
Samsung Electronics Co. Ltd. (South Korea)1		390	$	511,623
				15,221,733
Total Information Technology				90,958,541
Materials - 2.5%
Chemicals - 1.6%
Ashland, Inc.		5,860		740,470
The Dow Chemical Co.		59,488		3,033,888
E.I. du Pont de Nemours & Co.		13,978		1,023,190
LyondellBasell Industries N.V. - Class A - ADR		9,312		963,978
Monsanto Co.		120,320		13,711,667
The Mosaic Co.		154,700		6,806,800
Potash Corp. of Saskatchewan, Inc. (Canada)		9,590		313,018
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		11,010		240,458
				26,833,469
Containers & Packaging - 0.3%
Avery Dennison Corp.		28,850		1,603,771
Bemis Co., Inc.		16,060		722,700
Graphic Packaging Holding Co.		55,950		788,895
Sonoco Products Co.		24,450		1,092,671
				4,208,037
Metals & Mining - 0.6%
Alcoa, Inc.		693,490		9,306,636
Impala Platinum Holdings Ltd. (South Africa)*1		37,660		209,597
				9,516,233
Paper & Forest Products - 0.0%##
International Paper Co.		15,240		818,693
Total Materials				41,376,432
Telecommunication Services - 0.1%
Wireless Telecommunication Services - 0.1%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		19,910		415,920
China Mobile Ltd. - Class H (China)1		37,180		531,053
NTT DOCOMO, Inc. - ADR (Japan)		71,247		1,261,784
Total Telecommunication Services				2,208,757
Utilities - 0.1%
Electric Utilities - 0.1%
Eversource Energy		13,330		649,971
Exelon Corp.		18,200		619,164
				1,269,135
Multi-Utilities - 0.0%##
CMS Energy Corp.		17,780		603,275
Total Utilities				1,872,410
TOTAL COMMON STOCKS
(Identified Cost $442,684,136)				493,363,670
PREFERRED STOCKS - 0.2%
Financials - 0.2%
Banks - 0.1%
U.S. Bancorp., Series F (non-cumulative), 6.50%4		45,425		1,352,757
Insurance - 0.1%
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%5		19,200		1,916,159
Real Estate Investment Trusts (REITS) - 0.0%##
Public Storage, Series Q, 6.50%		18,560		480,890
TOTAL PREFERRED STOCKS
(Identified Cost $3,586,846)				3,749,806
LOAN ASSIGNMENTS - 0.2%
Alere, Inc., Term B6, 4.25%, 6/30/2017		1,567,727		1,575,957
Valeant Pharmaceuticals International, Inc., Term Loan D26, 3.50%, 2/13/2019		2,000,000		2,005,760
TOTAL LOAN ASSIGNMENTS
(Identified Cost $3,561,021)				3,581,717
CORPORATE BONDS - 30.1%
Convertible Corporate Bonds - 0.1%
Consumer Discretionary - 0.1%
Internet & Catalog Retail - 0.1%
The Priceline Group, Inc., 0.35%, 6/15/2020
(Identified Cost $1,546,463)		1,265,000		1,491,119
Non-Convertible Corporate Bonds - 30.0%
Consumer Discretionary - 3.5%
Auto Components - 0.1%
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.875%, 2/1/2022		750,000		775,237

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

7

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Auto Components (continued)
Techniplas LLC7, 10.00%, 5/1/2020		785,000	$	808,550
				1,583,787
Automobiles - 0.4%
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017		500,000		554,559
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		3,030,000		3,298,200
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,825,000		2,272,114
				6,124,873
Diversified Consumer Services - 0.3%
Block Financial LLC, 5.50%, 11/1/2022		4,990,000		5,475,612
Hotels, Restaurants & Leisure - 0.2%
International Game Technology plc (United Kingdom)7, 6.25%, 2/15/2022		830,000		819,625
Wynn Las Vegas LLC - Wynn Las Vegas Capital Corp.7, 5.50%, 3/1/2025		765,000		767,869
Yum! Brands, Inc., 6.25%, 4/15/2016		1,000,000		1,049,960
				2,637,454
Household Durables - 0.7%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)7, 6.125%, 7/1/2022		850,000		879,750
Meritage Homes Corp., 7.15%, 4/15/2020		465,000		504,525
Meritage Homes Corp., 7.00%, 4/1/2022		710,000		759,700
Newell Rubbermaid, Inc., 2.875%, 12/1/2019		800,000		816,330
NVR, Inc., 3.95%, 9/15/2022		1,070,000		1,109,923
TRI Pointe Holdings, Inc.7, 4.375%, 6/15/2019		1,180,000		1,162,300
Tupperware Brands Corp., 4.75%, 6/1/2021		4,105,000		4,402,814
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		1,065,000		1,022,400
				10,657,742
Media - 1.5%
21st Century Fox America, Inc., 6.90%, 3/1/2019		1,255,000		1,482,052
CCO Holdings LLC - CCO Holdings Capital Corp.7, 5.125%, 5/1/2023		550,000		544,500
CCO Holdings LLC - CCO Holdings Capital Corp.7, 5.375%, 5/1/2025		635,000		623,887
Cogeco Cable, Inc. (Canada)7, 4.875%, 5/1/2020		1,005,000		1,031,381
Columbus International, Inc. (Barbados)7, 7.375%, 3/30/2021		1,185,000		1,290,169
Comcast Corp., 5.15%, 3/1/2020		500,000		571,485
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		3,140,000		3,532,186
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 4.45%, 4/1/2024		1,490,000		1,572,601
Discovery Communications LLC, 5.05%, 6/1/2020		2,880,000		3,199,812
Sirius XM Radio, Inc.7, 5.375%, 4/15/2025		830,000		834,150
Time Warner, Inc., 4.875%, 3/15/2020		5,060,000		5,660,167
Time Warner, Inc., 4.75%, 3/29/2021		3,370,000		3,751,642
The Walt Disney Co., 2.75%, 8/16/2021		400,000		414,700
				24,508,732
Multiline Retail - 0.1%
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,575,000		1,568,338
Target Corp., 3.875%, 7/15/2020		535,000		584,448
				2,152,786
Specialty Retail - 0.1%
The TJX Companies, Inc., 2.75%, 6/15/2021		1,525,000		1,560,900
Textiles, Apparel & Luxury Goods - 0.1%
Coach, Inc., 4.25%, 4/1/2025		1,560,000		1,567,798
VF Corp., 5.95%, 11/1/2017		485,000		540,334
				2,108,132
Total Consumer Discretionary				56,810,018
Consumer Staples - 1.0%
Beverages - 0.5%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		1,215,000		1,463,870
Beam Suntory, Inc., 1.75%, 6/15/2018		1,308,000		1,302,336

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

8

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Beverages (continued)
DS Services of America, Inc.7, 10.00%, 9/1/2021		600,000	$	705,000
PepsiCo, Inc., 5.00%, 6/1/2018		110,000		121,926
Pernod-Ricard S.A. (France)7, 5.75%, 4/7/2021		2,765,000		3,188,852
SABMiller plc (United Kingdom)7, 6.50%, 7/15/2018		1,170,000		1,334,295
				8,116,279
Food & Staples Retailing - 0.1%
C&S Group Enterprises LLC7, 5.375%, 7/15/2022		940,000		932,950
KeHE Distributors LLC - KeHE Finance Corp.7, 7.625%, 8/15/2021		630,000		667,800
Shearer’s Foods LLC - Chip Finance Corp.7, 9.00%, 11/1/2019		680,000		741,200
				2,341,950
Food Products - 0.1%
General Mills, Inc., 5.65%, 2/15/2019		375,000		424,221
HJ Heinz Finance Co., 6.75%, 3/15/2032		640,000		800,000
Pinnacle Operating Corp.7, 9.00%, 11/15/2020		1,190,000		1,204,875
				2,429,096
Household Products - 0.2%
Energizer Holdings, Inc., 4.70%, 5/19/2021		1,300,000		1,379,319
HRG Group, Inc., 7.875%, 7/15/2019		1,125,000		1,195,172
HRG Group, Inc., 7.75%, 1/15/2022		800,000		803,000
				3,377,491
Tobacco - 0.1%
Vector Group Ltd., 7.75%, 2/15/2021		930,000		995,100
Total Consumer Staples				17,259,916
Energy - 1.7%
Energy Equipment & Services - 0.4%
Baker Hughes, Inc., 7.50%, 11/15/2018		1,235,000		1,471,820
Calfrac Holdings LP (Canada)7, 7.50%, 12/1/2020		800,000		726,000
Ensco plc, 5.20%, 3/15/2025		2,030,000		2,092,548
Parker Drilling Co., 6.75%, 7/15/2022		795,000		671,775
Schlumberger Oilfield plc7, 4.20%, 1/15/2021		450,000		492,039
Seventy Seven Operating LLC, 6.625%, 11/15/2019		625,000		496,875
Shelf Drilling Holdings Ltd. (United Arab Emirates)7, 8.625%, 11/1/2018		765,000		663,637
				6,614,694
Oil, Gas & Consumable Fuels - 1.3%
Buckeye Partners LP, 4.15%, 7/1/2023		1,145,000		1,138,618
CNOOC Finance 2015 Australia Pty. Ltd. (China), 2.625%, 5/5/2020		700,000		697,473
El Paso Natural Gas Co. LLC, 8.625%, 1/15/2022		480,000		599,736
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021		1,040,000		429,000
FTS International, Inc., 6.25%, 5/1/2022		610,000		484,950
Hiland Partners LP - Hiland Partners Finance Corp.7, 7.25%, 10/1/2020		2,200,000		2,387,000
Kinder Morgan, Inc.7, 5.625%, 11/15/2023		2,800,000		3,087,806
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		1,105,000		1,171,300
Petrobras Global Finance B.V. (Brazil)6, 1.896%, 5/20/2016		4,415,000		4,271,513
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018		1,345,000		1,469,507
Petroleos Mexicanos (Mexico)7, 4.50%, 1/23/2026		2,880,000		2,923,200
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		1,120,000		1,145,570
Talisman Energy, Inc. (Canada), 3.75%, 2/1/2021		2,225,000		2,220,047
				22,025,720
Total Energy				28,640,414
Financials - 17.5%
Banks - 6.7%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)8,9, 9.00%		3,200,000		3,460,000
Banco Santander S.A. (Spain)8,10, 6.375%		2,400,000		2,361,000
Bank of America Corp., 6.50%, 8/1/2016		2,000,000		2,126,376
Bank of America Corp., 5.75%, 8/15/2016		1,425,000		1,501,924

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

9

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES		PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Bank of America Corp., 5.42%, 3/15/2017			1,000,000	$	1,062,186
Bank of America Corp., 5.70%, 5/2/2017			1,100,000		1,182,256
Bank of America Corp., 6.875%, 4/25/2018			7,420,000		8,462,451
Bank of Montreal (Canada)7, 2.625%, 1/25/2016			2,965,000		3,011,414
Bank of Montreal (Canada)7, 1.95%, 1/30/2017			5,000,000		5,089,510
The Bank of Nova Scotia (Canada), 1.85%, 4/14/2020			8,170,000		8,137,459
Barclays Bank plc (United Kingdom), 5.14%, 10/14/2020			2,160,000		2,389,571
Barclays Bank plc (United Kingdom)7, 10.179%, 6/12/2021			2,200,000		2,969,553
Barclays plc (United Kingdom)8,11, 6.625%			1,700,000		1,685,385
BBVA Bancomer S.A. (Mexico)7, 6.75%, 9/30/2022			1,460,000		1,658,925
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015			10,165,000		10,328,799
BPCE S.A. (France)6,8, 2.31%			655,000		548,857
Canadian Imperial Bank of Commerce (Canada)7, 2.75%, 1/27/2016			1,450,000		1,473,287
CIT Group, Inc., 5.25%, 3/15/2018			780,000		808,470
Citigroup, Inc., 1.80%, 2/5/2018			1,750,000		1,753,083
Citigroup, Inc., 3.875%, 3/26/2025			1,885,000		1,863,439
Citigroup, Inc.6,8, 5.95%			765,000		760,936
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD		300,000		250,273
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Netherlands)8,12, 8.40%			1,100,000		1,210,000
HSBC Bank plc (United Kingdom)7, 1.50%, 5/15/2018			2,115,000		2,114,141
ING Bank N.V. (Netherlands)7, 1.80%, 3/16/2018			900,000		904,667
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019			1,975,000		2,076,086
Intesa Sanpaolo S.p.A. (Italy)7, 6.50%, 2/24/2021			1,400,000		1,640,986
JPMorgan Chase & Co., 3.15%, 7/5/2016			4,300,000		4,410,579
JPMorgan Chase & Co., 6.30%, 4/23/2019			500,000		577,403
JPMorgan Chase & Co., 4.95%, 3/25/2020			1,255,000		1,403,446
Lloyds Bank plc (United Kingdom)7, 6.50%, 9/14/2020			3,200,000		3,753,427
Lloyds Bank plc (United Kingdom)6, 9.875%, 12/16/2021			1,247,000		1,401,628
Lloyds Bank plc (United Kingdom)6,7,8, 12.00%			355,000		507,650
National Australia Bank Ltd. (Australia)7, 2.00%, 2/22/2019			3,650,000		3,691,723
National Bank of Canada (Canada)7, 1.40%, 4/20/2018			4,850,000		4,846,668
Popular, Inc., 7.00%, 7/1/2019			1,645,000		1,661,450
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD		340,000		301,770
Royal Bank of Scotland Group plc (United Kingdom)6, 1.213%, 3/31/2017			3,075,000		3,077,079
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023			365,000		400,977
Royal Bank of Scotland Group plc (United Kingdom), 5.125%, 5/28/2024			1,535,000		1,585,414
Santander Bank N.A., 8.75%, 5/30/2018			1,225,000		1,438,356
Santander Holdings USA, Inc., 4.625%, 4/19/2016			220,000		227,575
Santander Holdings USA, Inc., 3.45%, 8/27/2018			1,600,000		1,663,208
Santander Holdings USA, Inc., 2.65%, 4/17/2020			1,565,000		1,555,447
The Toronto-Dominion Bank (Canada)7, 1.625%, 9/14/2016			5,555,000		5,621,393
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD		300,000		250,447
					109,206,674
Capital Markets - 3.8%
Credit Suisse AG (Switzerland)7, 2.60%, 5/27/2016			6,145,000		6,277,265
Goldman Sachs Capital II6,8, 4.00%			2,600,000		2,021,500
The Goldman Sachs Group, Inc., 3.625%, 2/7/2016			5,400,000		5,510,284
The Goldman Sachs Group, Inc., 5.95%, 1/18/2018			950,000		1,053,423
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			2,110,000		2,362,681
The Goldman Sachs Group, Inc.6, 1.374%, 11/15/2018			6,350,000		6,420,199

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

10

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT3		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		6,125,000	$	6,931,332
The Goldman Sachs Group, Inc., 6.00%, 6/15/2020		2,350,000		2,722,381
The Goldman Sachs Group, Inc.6, 1.886%, 11/29/2023		1,415,000		1,440,911
Morgan Stanley, 3.80%, 4/29/2016		5,405,000		5,562,086
Morgan Stanley, 2.125%, 4/25/2018		5,900,000		5,947,766
Morgan Stanley, 5.75%, 1/25/2021		5,955,000		6,905,716
Morgan Stanley, 5.00%, 11/24/2025		1,200,000		1,299,673
Scottrade Financial Services, Inc.7, 6.125%, 7/11/2021		350,000		381,900
UBS AG (Switzerland)6, 7.25%, 2/22/2022		2,855,000		3,061,999
UBS AG (Switzerland), 7.625%, 8/17/2022		1,830,000		2,199,146
UBS AG (Switzerland)6, 4.75%, 5/22/2023		1,775,000		1,825,245
				61,923,507
Consumer Finance - 0.4%
Capital One Bank USA National Association, 2.15%, 11/21/2018		650,000		656,811
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		770,000		904,132
CNG Holdings, Inc.7, 9.375%, 5/15/2020		810,000		583,200
Discover Bank, 4.20%, 8/8/2023		2,220,000		2,314,994
Navient Corp., 6.125%, 3/25/2024		1,830,000		1,777,387
				6,236,524
Diversified Financial Services - 1.9%
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		1,775,000		2,035,220
CME Group, Inc., 3.00%, 9/15/2022		1,040,000		1,071,855
General Electric Capital Corp., 5.30%, 2/11/2021		2,950,000		3,416,197
General Electric Capital Corp.6, 0.659%, 5/5/2026		2,385,000		2,281,226
General Electric Capital Corp.8,13, 7.125%		3,905,000		4,539,563
ING Bank N.V. (Netherlands)7, 5.80%, 9/25/2023		2,200,000		2,475,438
ING Bank N.V. (Netherlands)6, 4.125%, 11/21/2023		3,150,000		3,271,905
Jefferies Finance LLC - JFIN Co-Issuer Corp.7, 7.375%, 4/1/2020		790,000		780,125
Jefferies Finance LLC - JFIN Co-Issuer Corp.7, 6.875%, 4/15/2022		590,000		563,450
Jefferies Group LLC, 8.50%, 7/15/2019		380,000		454,104
Jefferies Group LLC, 6.875%, 4/15/2021		4,500,000		5,116,482
Peachtree Corners Funding Trust7, 3.976%, 2/15/2025		550,000		556,903
Voya Financial, Inc., 2.90%, 2/15/2018		3,065,000		3,156,429
Voya Financial, Inc., 5.50%, 7/15/2022		1,015,000		1,167,019
				30,885,916
Insurance - 2.3%
Aegon N.V. (Netherlands)6,8, 2.138%		2,195,000		1,887,700
American International Group, Inc., 6.40%, 12/15/2020		1,800,000		2,159,840
American International Group, Inc., 4.875%, 6/1/2022		9,095,000		10,250,884
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		3,785,000		3,996,521
AXA S.A. (France)6,8, 2.007%		2,900,000		2,535,470
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,725,000		1,878,111
First American Financial Corp., 4.30%, 2/1/2023		1,145,000		1,145,245
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		9,035,000		10,216,389
Prudential Financial, Inc.6, 5.875%, 9/15/2042		3,180,000		3,450,300
				37,520,460
Real Estate Investment Trusts (REITS) - 2.2%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		2,380,000		2,407,703
American Tower Trust I7, 1.551%, 3/15/2018		985,000		983,397
BioMed Realty LP, 3.85%, 4/15/2016		115,000		117,672
Boston Properties LP, 5.875%, 10/15/2019		3,270,000		3,781,726
Brixmor Operating Partnership LP, 3.85%, 2/1/2025		500,000		501,337
Camden Property Trust, 5.70%, 5/15/2017		2,010,000		2,178,303

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

11

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM  SERIES	PRINCIPAL AMOUNT 3		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Digital Realty Trust LP, 5.875%, 2/1/2020		1,300,000	$	1,477,261
Digital Realty Trust LP, 5.25%, 3/15/2021		880,000		978,280
Duke Realty LP, 3.75%, 12/1/2024		1,775,000		1,816,318
DuPont Fabros Technology LP, 5.875%, 9/15/2021		1,170,000		1,212,413
HCP, Inc., 6.70%, 1/30/2018		3,455,000		3,899,565
Health Care REIT, Inc., 6.20%, 6/1/2016		520,000		548,427
Health Care REIT, Inc., 4.95%, 1/15/2021		4,100,000		4,553,407
Hospitality Properties Trust, 6.70%, 1/15/2018		1,595,000		1,745,581
Mack-Cali Realty LP, 7.75%, 8/15/2019		370,000		430,223
Qualitytech L.P. - QTS Finance Corp., 5.875%, 8/1/2022		635,000		650,875
Rialto Holdings LLC - Rialto Corp.7, 7.00%, 12/1/2018		1,165,000		1,213,056
Simon Property Group LP, 10.35%, 4/1/2019		5,550,000		7,157,125
UDR, Inc., 4.625%, 1/10/2022		730,000		792,949
				36,445,618
Real Estate Management & Development - 0.1%
Forestar USA Real Estate Group, Inc.7, 8.50%, 6/1/2022		805,000		788,900
Greystar Real Estate Partners LLC7, 8.25%, 12/1/2022		635,000		671,513
				1,460,413
Thrifts & Mortgage Finance - 0.1%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		1,050,000		1,092,000
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.7, 5.875%, 8/1/2021		995,000		950,225
Prospect Holding Co. LLC - Prospect Holding Finance Co.7, 10.25%, 10/1/2018		610,000		433,100
				2,475,325
Total Financials				286,154,437
Health Care - 0.8%
Biotechnology - 0.2%
Amgen, Inc., 2.20%, 5/22/2019		1,395,000		1,408,635
Amgen, Inc., 2.70%, 5/1/2022		1,575,000		1,561,518
				2,970,153
Health Care Equipment & Supplies - 0.0%##
Zimmer Holdings, Inc., 1.45%, 4/1/2017		550,000		551,565
Health Care Providers & Services - 0.4%
Aetna, Inc., 3.50%, 11/15/2024		1,530,000		1,574,578
Express Scripts Holding Co., 4.75%, 11/15/2021		2,500,000		2,779,887
Fresenius US Finance II, Inc. (Germany)7, 9.00%, 7/15/2015		800,000		811,000
UnitedHealth Group, Inc., 2.75%, 2/15/2023		630,000		628,853
				5,794,318
Pharmaceuticals - 0.2%
Concordia Healthcare Corp. (Canada)7, 7.00%, 4/15/2023		765,000		776,475
Horizon Pharma Financing, Inc.7, 6.625%, 5/1/2023		760,000		772,350
Novartis Securities Investment Ltd. (Switzerland), 5.125%, 2/10/2019		595,000		669,151
Roche Holdings, Inc. (Switzerland)7, 6.00%, 3/1/2019		1,302,000		1,501,370
				3,719,346
Total Health Care				13,035,382
Industrials - 2.5%
Aerospace & Defense - 0.4%
DigitalGlobe, Inc.7, 5.25%, 2/1/2021		991,000		998,433
Honeywell International, Inc., 5.30%, 3/1/2018		405,000		451,018
L-3 Communications Corp., 3.95%, 11/15/2016		1,935,000		2,004,006
Textron, Inc., 5.60%, 12/1/2017		3,150,000		3,426,998
Textron, Inc., 7.25%, 10/1/2019		350,000		415,514
				7,295,969
Air Freight & Logistics - 0.1%
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.7,14, 10.00%, 2/15/2018		855,000		857,137
Airlines - 0.6%
Allegiant Travel Co., 5.50%, 7/15/2019		1,210,000		1,246,300

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

12

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM  SERIES		PRINCIPAL AMOUNT 3		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
American Airlines Pass-Through Trust, Series 2013-2, Class A, 4.95%, 1/15/2023			2,578,088	$	2,813,210
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B7, 6.375%, 1/2/2016			912,000		936,989
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015			2,370,000		2,433,042
Southwest Airlines Co., 5.75%, 12/15/2016			1,070,000		1,146,136
Southwest Airlines Co., 2.75%, 11/6/2019			1,530,000		1,561,206
					10,136,883
Commercial Services & Supplies - 0.0%##
Modular Space Corp.7, 10.25%, 1/31/2019			760,000		615,600
Construction & Engineering - 0.1%
Abengoa Finance S.A.U. (Spain)7, 7.75%, 2/1/2020			1,050,000		1,045,800
Machinery - 0.3%
CNH Industrial Capital LLC, 3.875%, 11/1/2015			3,190,000		3,205,950
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.7, 8.875%, 8/1/2020			905,000		952,513
Waterjet Holdings, Inc.7, 7.625%, 2/1/2020			950,000		1,002,250
					5,160,713
Road & Rail - 0.1%
Burlington Northern Santa Fe LLC, 3.00%, 4/1/2025			800,000		800,929
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015			105,000		105,944
Union Pacific Corp., 5.65%, 5/1/2017			175,000		190,459
					1,097,332
Trading Companies & Distributors - 0.9%
Air Lease Corp., 3.375%, 1/15/2019			1,910,000		1,962,526
Aircastle Ltd., 5.50%, 2/15/2022			850,000		907,375
Aviation Capital Group Corp.7, 3.875%, 9/27/2016			3,725,000		3,826,856
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020			890,000		912,250
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021			1,160,000		1,165,800
International Lease Finance Corp., 8.625%, 9/15/2015			500,000		511,875
International Lease Finance Corp., 5.75%, 5/15/2016			1,095,000		1,131,956
International Lease Finance Corp.6, 2.221%, 6/15/2016			1,980,000		1,970,100
International Lease Finance Corp., 8.75%, 3/15/2017			1,700,000		1,888,870
					14,277,608
Total Industrials					40,487,042
Information Technology - 0.8%
Internet Software & Services - 0.3%
Alibaba Group Holding Ltd. (China)7, 2.50%, 11/28/2019			1,600,000		1,595,010
Baidu, Inc. (China), 2.75%, 6/9/2019			200,000		202,093
Tencent Holdings Ltd. (China)7, 3.375%, 5/2/2019			2,865,000		2,948,374
					4,745,477
IT Services - 0.1%
Xerox Corp., 2.80%, 5/15/2020			1,500,000		1,509,275
Semiconductors & Semiconductor Equipment - 0.1%
KLA-Tencor Corp., 4.125%, 11/1/2021			2,305,000		2,397,728
Technology Hardware, Storage & Peripherals - 0.3%
Apple, Inc., 2.40%, 5/3/2023			920,000		896,006
EMC Corp., 2.65%, 6/1/2020			2,515,000		2,577,216
Hewlett-Packard Co., 5.40%, 3/1/2017			850,000		912,332
Hewlett-Packard Co., 5.50%, 3/1/2018			330,000		365,525
					4,751,079
Total Information Technology					13,403,559
Materials - 1.1%
Chemicals - 0.4%
Consolidated Energy Finance S.A. (Trinidad-Tobago)7, 6.75%, 10/15/2019			1,340,000		1,366,800
The Dow Chemical Co., 8.55%, 5/15/2019			2,390,000		2,967,436
LyondellBasell Industries N.V., 5.00%, 4/15/2019	��		500,000		549,561
The Mosaic Co., 4.25%, 11/15/2023			695,000		739,866
					5,623,663

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

13

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3/ SHARES		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)6,7, 3.271%, 12/15/2019		1,620,000	$	1,597,725
Metals & Mining - 0.5%
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		1,535,000		1,804,442
Freeport-McMoRan, Inc., 3.10%, 3/15/2020		80,000		79,063
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		2,990,000		3,143,528
Rio Tinto Finance USA plc (United Kingdom), 1.375%, 6/17/2016		1,400,000		1,406,931
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.7, 7.375%, 2/1/2020		850,000		873,375
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,020,000		1,016,590
				8,323,929
Paper & Forest Products - 0.1%
Domtar Corp., 4.40%, 4/1/2022		1,465,000		1,522,756
Georgia-Pacific LLC7, 3.163%, 11/15/2021		765,000		777,394
				2,300,150
Total Materials				17,845,467
Telecommunication Services - 0.8%
Diversified Telecommunication Services - 0.2%
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,550,000		2,804,531
Windstream Corp., 7.875%, 11/1/2017		730,000		788,400
				3,592,931
Wireless Telecommunication Services - 0.6%
Altice Financing S.A. (Luxembourg)7, 6.50%, 1/15/2022		1,755,000		1,790,100
Crown Castle Towers LLC7, 6.113%, 1/15/2020		390,000		444,291
Crown Castle Towers LLC7, 4.883%, 8/15/2020		224,000		245,232
SBA Tower Trust7, 5.101%, 4/17/2017		200,000		208,003
SBA Tower Trust7, 2.933%, 12/15/2017		1,785,000		1,815,131
SBA Tower Trust7, 3.598%, 4/15/2018		2,505,000		2,501,909
Sixsigma Networks Mexico S.A. de C.V. (Mexico)7, 8.25%, 11/7/2021		840,000		886,200
T-Mobile USA, Inc., 6.836%, 4/28/2023		940,000		994,050
				8,884,916
Total Telecommunication Services				12,477,847
Utilities - 0.3%
Independent Power and Renewable Electricity Producers - 0.3%
Abengoa Yield plc (Spain)7, 7.00%, 11/15/2019		1,365,000		1,409,363
ContourGlobal Power Holdings S.A. (France)7, 7.125%, 6/1/2019		1,145,000		1,194,807
NRG Energy, Inc., 6.25%, 7/15/2022		630,000		653,625
RJS Power Holdings LLC7, 5.125%, 7/15/2019		1,245,000		1,223,213
Total Utilities				4,481,008
Total Non-Convertible Corporate Bonds (Identified Cost $481,679,891)				490,595,090
TOTAL CORPORATE BONDS (Identified Cost $483,226,354)				492,086,209
MUTUAL FUNDS - 0.2%
Schwab U.S. Dividend Equity ETF		36,020		1,429,994
Vanguard Dividend Appreciation ETF		15,190		1,219,757
TOTAL MUTUAL FUNDS (Identified Cost $2,670,104)				2,649,751
U.S. TREASURY SECURITIES - 5.7%
U.S. Treasury Notes - 5.7%
U.S. Treasury Note, 0.25%, 10/31/2015		20,000,000		20,014,060
U.S. Treasury Note, 0.875%, 5/15/2017		16,000,000		16,083,744
U.S. Treasury Note, 0.875%, 6/15/2017		15,000,000		15,070,320
U.S. Treasury Note, 0.875%, 11/15/2017		25,000,000		25,048,825
U.S. Treasury Note, 1.00%, 12/15/2017		6,000,000		6,028,128

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

14

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3		VALUE   (NOTE 2)
U.S. TREASURY SECURITIES (continued)
U.S. Treasury Notes (continued)
U.S. Treasury Note, 1.375%, 4/30/2020		12,000,000	$	11,960,628
TOTAL U.S. TREASURY SECURITIES (Identified Cost $93,987,225)				94,205,705
ASSET-BACKED SECURITIES - 0.8%
Alterna Funding I LLC, Series 2014-1A, Class NOTE7, 1.639%, 2/15/2021		1,573,689		1,578,607
AmeriCredit Automobile Receivables Trust, Series 2012-5, Class A3, 0.62%, 6/8/2017		271,006		271,019
Enterprise Fleet Financing LLC, Series 2014-2, Class A37, 1.64%, 3/20/2020		1,975,000		1,974,767
FDIC Trust, Series 2011-R1, Class A7, 2.672%, 7/25/2026		732,713		749,882
FNA Trust, Series 2014-1A, Class A7, 1.296%, 12/10/2022		1,030,757		1,031,079
Hertz Vehicle Financing LLC, Series 2010-1A, Class A27, 3.74%, 2/25/2017		300,000		305,161
NextGear Floorplan Master Owner Trust, Series 2014-1A, Class A7, 1.92%, 10/15/2019		1,750,000		1,757,263
SpringCastle America Funding LLC, Series 2014-AA, Class A7, 2.70%, 5/25/2023		2,197,229		2,208,341
Starwood Retail Property Trust, Series 2014-STAR, Class A6,7, 1.402%, 11/15/2027		2,615,000		2,603,321
TOTAL ASSET-BACKED SECURITIES (Identified Cost $12,445,362)				12,479,440
COMMERCIAL MORTGAGE-BACKED SECURITIES - 9.9%
Americold LLC Trust, Series 2010-ARTA, Class A17, 3.847%, 1/14/2029		317,212		332,290
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A46, 5.727%, 5/10/2045		490,000		503,007
Banc of America Commercial Mortgage Trust, Series 2006-3, Class A46, 5.889%, 7/10/2044		2,689,136		2,794,146
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		1,668,036		1,725,310
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		520,335		521,669
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A46, 5.701%, 9/11/2038		567,130		587,746
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		1,318,903		1,372,923
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM6, 5.568%, 10/12/2041		1,920,000		2,028,119
BWAY Mortgage Trust, Series 2015-1740, Class A7, 2.917%, 1/13/2035		5,200,000		5,129,868
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A27, 3.759%, 4/15/2044		613,386		622,528
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A46, 5.225%, 7/15/2044		333,813		335,245
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A36, 5.776%, 3/15/2049		3,918,037		4,037,968
COBALT CMBS Commercial Mortgage Trust, Series 2006-C1, Class A4, 5.223%, 8/15/2048		3,571,744		3,736,669
Commercial Mortgage Pass-Through Certificates, Series 2005-GG5, Class A56, 5.224%, 4/10/2037		3,960,788		3,972,306
Commercial Mortgage Pass-Through Certificates, Series 2006-GG7, Class A46, 5.819%, 7/10/2038		421,153		435,158
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A17, 3.156%, 7/10/2046		138,681		139,281
Commercial Mortgage Pass-Through Certificates, Series 2014-CR14, Class A3, 3.955%, 2/10/2047		2,000,000		2,178,380
Commercial Mortgage Pass-Through Certificates, Series 2015-3BP, Class A7, 3.178%, 2/10/2035		5,200,000		5,284,687
Commercial Mortgage Pass-Through Certificates, Series 2015-DC1, Class A5, 3.35%, 2/10/2048		5,000,000		5,168,595
Commercial Mortgage Pass-Through Certificates, Series 2015-LC19, Class A4, 3.183%, 2/10/2048		6,050,000		6,205,509

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

15

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3		VALUE   (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Credit Suisse Commercial Mortgage Trust, Series 2006-C5, Class A3, 5.311%, 12/15/2039		4,592,990	$	4,797,962
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A16,7, 2.50%, 5/25/2043		2,228,889		2,158,540
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A16,7, 2.13%, 2/25/2043		1,850,027		1,754,460
DB-UBS Mortgage Trust, Series 2011-LC1A, Class A17, 3.742%, 11/10/2046		736,670		747,806
Extended Stay America Trust, Series 2013-ESH7, Class A277, 2.958%, 12/5/2031		2,015,000		2,046,023
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,339,751		1,346,494
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)6, 1.459%, 8/25/2020		25,093,441		1,455,947
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)6, 1.238%, 4/25/2021		2,943,112		182,935
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)6, 1.56%, 10/25/2021		7,095,162		584,989
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)6, 1.427%, 12/25/2021		9,051,567		685,801
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)6, 1.50%, 6/25/2022		16,136,184		1,385,082
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)6, 0.225%, 4/25/2023		80,774,203		1,225,991
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)6, 0.122%, 5/25/2023		50,501,050		450,772
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)6, 1.574%, 10/25/2018		10,826,428		521,920
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,770,000		1,778,882
FREMF Mortgage Trust, Series 2011-K701, Class B6,7, 4.286%, 7/25/2048		875,000		923,603
FREMF Mortgage Trust, Series 2011-K702, Class B6,7, 4.776%, 4/25/2044		1,250,000		1,340,301
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)7, 0.10%, 6/25/2046		216,750,218		1,333,881
FREMF Mortgage Trust, Series 2013-K502, Class B6,7, 2.721%, 3/25/2045		1,725,000		1,750,820
FREMF Mortgage Trust, Series 2013-K712, Class B6,7, 3.368%, 5/25/2045		1,160,000		1,191,503
FREMF Mortgage Trust, Series 2014-K41, Class B6,7, 3.83%, 11/25/2047		2,500,000		2,558,680
FREMF Mortgage Trust, Series 2014-K716, Class B6,7, 3.954%, 8/25/2047		3,075,000		3,189,079
FREMF Mortgage Trust, Series 2015-K42, Class B6,7, 3.853%, 12/25/2024		2,040,000		2,077,446
FREMF Mortgage Trust, Series 2015-K43, Class B6,7, 3.863%, 2/25/2048		500,000		512,022
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX6,7, 3.382%, 12/15/2019		2,800,000		2,846,810
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class DFX6,7, 3.382%, 12/15/2019		1,290,000		1,268,064
GS Mortgage Securities Trust, Series 2010-C2, Class A17, 3.849%, 12/10/2043		1,008,395		1,028,013
GS Mortgage Securities Trust, Series 2013-GC14, Class A5, 4.243%, 8/10/2046		1,800,000		2,003,728
GS Mortgage Securities Trust, Series 2013-GC16, Class A4, 4.271%, 11/10/2046		2,000,000		2,228,518
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A46, 5.246%, 1/12/2043		1,210,000		1,216,388
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM6, 5.287%, 1/12/2043		535,000		543,476
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A46, 5.236%, 12/15/2044		215,815		217,521

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

16

Investment Portfolio - April 30, 2015

(unaudited)

	PRINCIPAL		VALUE
PRO-BLEND® CONSERVATIVE TERM SERIES	AMOUNT3		(NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-CB16, Class A4, 5.552%, 5/12/2045		300,686	$	309,933
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A46, 5.905%, 4/15/2045		991,437		1,021,133
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP9, Class A3, 5.336%, 5/15/2047		5,867,631		6,127,937
JP Morgan Mortgage Trust, Series 2013-1, Class 1A26,7, 3.00%, 3/25/2043		1,515,311		1,504,005
JP Morgan Mortgage Trust, Series 2013-2, Class A26,7, 3.50%, 5/25/2043		1,811,873		1,852,357
JP Morgan Mortgage Trust, Series 2014-2, Class 1A16,7, 3.00%, 6/25/2029		2,134,952		2,187,141
JPMBB Commercial Mortgage Securities Trust, Series 2015-C27, Class A4, 3.179%, 2/15/2048		4,200,000		4,286,192
LB-UBS Commercial Mortgage Trust, Series 2006-C7, Class A3, 5.347%, 11/15/2038		3,000,000		3,156,771
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A27, 2.767%, 1/20/2041		360,000		366,874
Merrill Lynch Mortgage Trust, Series 2006-C1, Class A46, 5.676%, 5/12/2039		1,300,000		1,332,685
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2013-C11, Class A46, 4.215%, 8/15/2046		900,000		998,892
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2013-C12, Class A46, 4.259%, 10/15/2046		300,000		333,632
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A6, 5.23%, 9/15/2042		311,128		311,627
Morgan Stanley Capital I Trust, Series 2006-HQ10, Class A4, 5.328%, 11/12/2041		1,388,902		1,451,655
Morgan Stanley Capital I Trust, Series 2011-C1, Class A27, 3.884%, 9/15/2047		700,000		709,235
Motel 6 Trust, Series 2015-MTL6, Class B7, 3.298%, 2/5/2030		2,550,000		2,569,854
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX36,7, 3.75%, 11/25/2054		2,666,504		2,744,982
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)6,7, 1.486%, 12/15/2028		366,942		366,879
SCG Trust, Series 2013-SRP1, Class AJ6,7, 2.136%, 11/15/2026		4,050,000		4,062,425
Sequoia Mortgage Trust, Series 2013-2, Class A16, 1.874%, 2/25/2043		1,488,743		1,384,532
Sequoia Mortgage Trust, Series 2013-7, Class A26, 3.00%, 6/25/2043		1,372,164		1,351,635
Sequoia Mortgage Trust, Series 2013-8, Class A16, 3.00%, 6/25/2043		1,905,400		1,878,084
U.S. Small Business Administration, Series 2015-10A, Class 1, 2.517%, 3/10/2025		1,270,000		1,272,386
UBS-Barclays Commercial Mortgage Trust, Series 2012-C4, Class A5, 2.85%, 12/10/2045		3,360,660		3,417,697
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX7, 4.004%, 9/13/2028		155,000		168,780
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A46, 5.252%, 10/15/2044		67,184		67,464
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM6, 5.317%, 12/15/2044		1,250,000		1,269,736
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A36, 6.011%, 6/15/2045		955,000		990,172
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A27, 4.393%, 11/15/2043		265,000		292,392
Wells Fargo Commercial Mortgage Trust, Series 2015-C26, Class A4, 3.166%, 2/15/2048		5,400,000		5,499,981
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A27, 3.791%, 2/15/2044		1,470,000		1,485,442
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A46,7, 4.869%, 2/15/2044		1,225,000		1,387,397
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045		1,815,000		1,843,699
WF-RBS Commercial Mortgage Trust, Series 2014-C19, Class A5, 4.101%, 3/15/2047		960,000		1,056,874

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

17

Investment Portfolio - April 30, 2015

(unaudited)

		PRINCIPAL		VALUE
PRO-BLEND® CONSERVATIVE TERM SERIES		AMOUNT3		(NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
WF-RBS Commercial Mortgage Trust, Series 2014-C20, Class A5, 3.995%, 5/15/2047			1,440,000	$	1,569,298
WinWater Mortgage Loan Trust, Series 2015-03, Class A56,7, 3.50%, 3/20/2045			3,455,492		3,564,737
WinWater Mortgage Loan Trust, Series 2015-1, Class A16,7, 3.50%, 1/20/2045			2,848,901		2,913,349
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $162,445,417)					161,572,725
FOREIGN GOVERNMENT BONDS - 2.3%
Bonos de la Tesoreria de la Republica en pesos (Chile), 6.00%, 1/1/2018	CLP		330,000,000		580,691
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2019	BRL		1,250,000		395,054
Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019			600,000		745,500
Canada Housing Trust No. 1 (Canada)7, 4.10%, 12/15/2018	CAD		295,000		269,908
Canadian Government Bond (Canada), 1.50%, 9/1/2017	CAD		1,250,000		1,055,615
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD		360,000		327,924
Indonesia Treasury Bond (Indonesia), 7.875%, 4/15/2019	IDR		10,500,000,000		817,319
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR		230,000		322,595
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR		480,000		702,218
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR		565,000		830,346
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY		77,000,000		647,869
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW		370,000,000		348,844
Korea Treasury Bond (South Korea), 2.00%, 12/10/2017	KRW		380,000,000		356,023
Malaysia Government Bond (Malaysia), 3.172%, 7/15/2016	MYR		3,570,000		1,002,508
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR		1,775,000		505,438
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN		12,329,000		828,046
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN		4,560,000		312,920
Mexican Government Bond (Mexico), 5.00%, 6/15/2017	MXN		8,250,000		547,420
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		8,000,000		582,891
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		3,000,000		204,209
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		5,500,000		374,593
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		1,000,000		74,426
Norway Government Bond (Norway)7, 4.25%, 5/19/2017	NOK		1,280,000		181,621
Province of Manitoba Canada (Canada), 4.90%, 12/6/2016			1,620,000		1,727,665
Province of New Brunswick Canada (Canada), 5.20%, 2/21/2017			3,500,000		3,772,255
Province of Nova Scotia Canada (Canada), 5.125%, 1/26/2017			1,250,000		1,343,485
Province of Ontario Canada (Canada), 2.30%, 5/10/2016			7,315,000		7,445,412
Province of Quebec Canada (Canada), 5.125%, 11/14/2016			6,600,000		7,041,903
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		650,000		510,798
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR		250,000		313,702
Spain Government Bond (Spain)7, 4.00%, 4/30/2020	EUR		390,000		508,858
Spain Government Bond (Spain)7, 5.40%, 1/31/2023	EUR		575,000		846,117
United Kingdom Gilt (United Kingdom), 2.00%, 1/22/2016	GBP		650,000		1,009,276
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP		290,000		448,263
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP		365,000		626,809
TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $38,621,873)					37,608,521
MUNICIPAL BONDS - 0.1%
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2022			500,000		342,730
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2023			2,215,000		1,477,494
TOTAL MUNICIPAL BONDS (Identified Cost $2,488,333)					1,820,224

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

18

Investment Portfolio - April 30, 2015

(unaudited)

	PRINCIPAL		VALUE
PRO-BLEND® CONSERVATIVE TERM SERIES	AMOUNT3		(NOTE 2)
U.S. GOVERNMENT AGENCIES - 13.5%
Mortgage-Backed Securities - 6.7%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		796,250	$	868,863
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		72,058		77,731
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		98,575		108,289
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		545,589		594,049
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		122,748		134,423
Fannie Mae, Pool #888815, 4.50%, 11/1/2022		87,604		92,333
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		955,347		1,041,668
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024		73,286		78,720
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024		176,624		189,692
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		74,557		82,227
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		1,468,699		1,610,590
Fannie Mae, Pool #MA1890, 4.00%, 5/1/2034		1,865,726		2,014,989
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034		1,600,709		1,758,318
Fannie Mae, Pool #AS3677, 4.00%, 10/1/2034		2,677,949		2,891,495
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035		4,034,950		4,355,314
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		70,534		77,117
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		1,134,781		1,283,099
Fannie Mae, Pool #886904, 6.50%, 9/1/2036		116,060		139,531
Fannie Mae, Pool #888021, 6.00%, 12/1/2036		345,452		394,632
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		385,399		435,724
Fannie Mae, Pool #256673, 5.50%, 4/1/2037		2,178,279		2,462,714
Fannie Mae, Pool #918516, 5.50%, 6/1/2037		169,888		192,072
Fannie Mae, Pool #995050, 6.00%, 9/1/2037		481,882		551,430
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		1,648,694		1,882,726
Fannie Mae, Pool #933521, 5.00%, 1/1/2038		40,306		44,838
Fannie Mae, Pool #972107, 5.00%, 2/1/2038		70,454		78,626
Fannie Mae, Pool #889260, 5.00%, 4/1/2038		52,870		58,814
Fannie Mae, Pool #933731, 5.50%, 4/1/2038		956,267		1,081,235
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		1,004,648		1,149,902
Fannie Mae, Pool #912948, 5.00%, 5/1/2038		116,016		129,059
Fannie Mae, Pool #975840, 5.00%, 5/1/2038		125,196		139,278
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		1,120,358		1,266,652
Fannie Mae, Pool #889579, 6.00%, 5/1/2038		962,153		1,100,254
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		1,573,662		1,799,682
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038		733,477		839,669
Fannie Mae, Pool #986458, 6.00%, 8/1/2038		22,209		25,345
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		88,147		100,593
Fannie Mae, Pool #990897, 6.00%, 9/1/2038		157,409		179,634
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		181,782		207,966
Fannie Mae, Pool #993920, 6.00%, 11/1/2038		126,138		143,947
Fannie Mae, Pool #257497, 6.00%, 12/1/2038		56,951		65,063
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038		25,106		28,651
Fannie Mae, Pool #971022, 5.00%, 1/1/2039		97,050		107,961
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		131,914		146,744
Fannie Mae, Pool #890294, 5.50%, 1/1/2039		2,090,568		2,363,551
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		1,130,450		1,278,062
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		185,720		208,191
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		1,414,521		1,540,782
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		417,270		471,756
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039		1,384,340		1,584,130

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

19

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039		276,357	$	318,676
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039		151,391		168,602
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		284,600		316,808
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		2,404,794		2,622,563
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039		129,618		144,256
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040		220,700		245,594
Fannie Mae, Pool #890326, 5.50%, 1/1/2040		2,409,732		2,724,390
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		1,762,395		2,013,804
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		580,765		664,841
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		2,238,962		2,559,733
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		1,378,908		1,578,852
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		3,308,425		3,785,653
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,468,024		1,602,143
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		641,002		700,108
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		471,255		515,266
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,510,434		1,649,525
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		379,287		414,332
Fannie Mae, Pool #AB4300, 3.50%, 1/1/2042		451,188		473,510
Fannie Mae, Pool #AK4940, 3.50%, 3/1/2042		2,191,661		2,299,996
Fannie Mae, Pool #AQ7871, 3.50%, 12/1/2042		461,833		484,549
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044		5,431,295		5,939,513
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		299,201		319,883
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		120,245		132,192
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		87,607		96,678
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		118,909		131,366
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		277,786		303,832
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		1,830,443		2,004,188
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		2,437,751		2,670,596
Freddie Mac, Pool #K92054, 4.00%, 10/1/2034		1,543,345		1,663,147
Freddie Mac, Pool #G07655, 5.50%, 12/1/2035		294,518		333,511
Freddie Mac, Pool #G08216, 5.50%, 8/1/2037		726,260		819,711
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		77,606		88,359
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		290,774		328,221
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		1,085,190		1,235,040
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		1,245,162		1,404,560
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		682,190		769,973
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		313,111		353,186
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		340,808		384,432
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		830,081		936,729
Freddie Mac, Pool #G04471, 5.50%, 7/1/2038		108,984		122,831
Freddie Mac, Pool #G04776, 5.50%, 7/1/2038		764,944		862,292
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		1,014,049		1,144,456
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		517,381		583,981
Freddie Mac, Pool #G05196, 5.50%, 10/1/2038		1,027,423		1,159,230
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		931,237		1,050,940
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		2,206,096		2,399,643
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		646,853		729,838
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		553,771		624,493
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		247,601		281,979
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		140,410		160,056

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

20

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 3/ SHARES/ CONTRACTS		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G07104, 5.50%, 5/1/2040		569,577	$	646,306
Freddie Mac, Pool #G06789, 6.00%, 5/1/2040		699,656		797,408
Freddie Mac, Pool #G07589, 5.50%, 6/1/2041		2,530,520		2,853,437
Freddie Mac, Pool #Q17513, 3.50%, 4/1/2043		2,905,924		3,046,552
Freddie Mac, Pool #Q17719, 3.50%, 4/1/2043		1,459,009		1,528,608
Freddie Mac, Pool #C09068, 3.50%, 11/1/2044		2,934,333		3,072,871
Freddie Mac, Pool #G08615, 3.50%, 11/1/2044		3,020,724		3,163,340
Ginnie Mae, Pool #671161, 5.50%, 11/15/2037		102,812		116,309
Total Mortgage-Backed Securities
(Identified Cost $105,489,236)				109,001,019
Other Agencies - 6.8%
Fannie Mae, 0.375%, 12/21/2015		14,000,000		14,015,372
Fannie Mae, 1.375%, 11/15/2016		20,000,000		20,249,480
Federal Home Loan Banks, 0.875%, 5/24/2017		15,000,000		15,059,220
Freddie Mac, 0.50%, 5/13/2016		7,000,000		7,008,036
Freddie Mac, 2.00%, 8/25/2016		21,500,000		21,929,355
Freddie Mac, 0.875%, 2/22/2017		15,000,000		15,076,185
Freddie Mac, 1.25%, 5/12/2017		18,000,000		18,193,428
Total Other Agencies
(Identified Cost $110,940,127)				111,531,076
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $216,429,363)				220,532,095
U.S. GOVERNMENT SECURITIES - 3.2%
U.S. Treasury Bills - 3.2%
U.S. Treasury Bill15,16, 0.104%, 7/23/2015
(Identified Cost $51,987,711)		52,000,000		51,998,492
SHORT-TERM INVESTMENT - 2.1%
Dreyfus Cash Management, Inc. - Institutional Shares17, 0.04%,
(Identified Cost $34,803,177)		34,803,177		34,803,177
TOTAL INVESTMENTS - 98.4%
(Identified Cost $1,548,936,922)				1,610,451,532
OTHER ASSETS, LESS LIABILITIES - 1.6%				25,561,769
NET ASSETS - 100%			$	1,636,013,301
PUT OPTIONS WRITTEN - 0.0%##
Flowserve Corp., Strike $55.00, Expiring May 15, 2015,		836	$	(45,980	)
Johnson & Johnson, Strike $95.00, Expiring June 19, 2015,		483		(47,817	)
Viacom, Inc. - Class B, Strike $62.50, Expiring June 19, 2015,		1,029		(41,160	)
TOTAL PUT OPTIONS WRITTEN (Premiums Received $212,050)				(134,957	)

FUTURES CONTRACTS: LONG POSITIONS OPEN AT APRIL 30, 2015:
CONTRACTS PURCHASED	ISSUE	EXCHANGE	EXPIRATION	NOTIONAL  VALUE3		UNREALIZED         APPRECIATION          (DEPRECIATION)
3,261	Euro Dollar Futures	CME	June 2015		812,722,725	$	(44,538	)
4,887	U.S. Treasury Notes (2 Year)	CBOT	June 2015		1,071,551,114		1,211,767
465	U.S. Ultra Treasury Bonds	CBOT	June 2015		76,492,500		(2,396,827	)
Total							(1,229,598	)

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

21

Investment Portfolio - April 30, 2015

(unaudited)

FUTURES CONTRACTS: SHORT POSITIONS OPEN AT APRIL 30, 2015:
CONTRACTS SOLD		ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE3		UNREALIZED         APPRECIATION          (DEPRECIATION)
	42	U.S. Treasury Bonds (30 Year)	CBOT	June 2015		6,702,937	$	102,857
	914	U.S. Treasury Notes (10 Year)	CBOT	June 2015		117,334,750		180,263
	964	U.S. Treasury Notes (5 Year)	CBOT	June 2015		115,808,032		49,647
	410	Euro Dollar Futures	CME	December 2017		100,496,125		(11,008	)
	632	Euro Dollar Futures	CME	March 2018		154,753,100		(352,636	)
	633	Euro Dollar Futures	CME	June 2018		154,855,537		(336,426	)
	633	Euro Dollar Futures	CME	September 2018		154,721,025		(309,152	)
	223	Euro Dollar Futures	CME	December 2018		54,459,388		73,775
	Total							(602,680	)

ADR - American Depositary Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CBOT - Chicago Board of Trade

CLP - Chilean Peso

CME - Chicago Mercantile Exchange

EUR - Euro

GBP - British Pound

IDR - Indonesian Rupiah

IO - Interest only

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

NOK - Norwegian Krone

SGD - Singapore Dollar

##Less than 0.1%.

*Non-income producing security.

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

²A portion of this security is designated with the broker as collateral for options contracts written. As of April 30, 2015, the total value of such securities was $13,547,087.

³Amount is stated in USD unless otherwise noted.

⁴The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on LIBOR plus a spread, in January 2022.

⁵The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on LIBOR plus a spread, in June 2015.

⁶The coupon rate is floating and is the effective rate as of April 30, 2015.

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. These securities amount to $195,158,830 or 11.9%, of the Series’ net assets as of April 30, 2015 (see Note 2 to the financial statements).

⁸Security is perpetual in nature and has no stated maturity date.

⁹The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in May 2018.

¹⁰The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in May 2019.

¹¹The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in September 2019.

¹²The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on U.S. Treasury Yield Curve Rate Treasury Note Constant Maturity 5 Year plus a spread, in June 2017.

¹³The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on LIBOR plus a spread, in June 2022.

¹⁴Represents a Payment-In-Kind bond.

¹⁵All or a portion of security has been pledged in connection with outstanding futures contracts.

¹⁶Represents the annualized yield at time of purchase.

¹⁷Rate shown is the current yield as of April 30, 2015.

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.

22

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

April 30, 2015 (unaudited)

ASSETS:
Investments, at value (identified cost $1,548,936,922) (Note 2)	$	1,610,451,532
Deposits at broker for futures contracts		26,022,353
Interest receivable		7,744,145
Receivable for fund shares sold		5,292,141
Receivable for securities sold		477,148
Dividends receivable		372,284
Foreign tax reclaims receivable		137,684
Prepaid and other expenses		3,149
TOTAL ASSETS		1,650,500,436
LIABILITIES:
Due to Custodian		16,234
Options written, at value (premiums received $212,050) (Note 2)		134,957
Accrued foreign capital gains tax (Note 2)		1,526
Accrued management fees (Note 3)		812,694
Accrued shareholder services fees (Class S) (Note 3)		175,312
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		145,607
Accrued fund accounting and administration fees (Note 3)		120,738
Accrued transfer agent fees (Note 3)		108,150
Accrued Directors’ fees (Note 3)		724
Accrued Chief Compliance Officer service fees (Note 3)		385
Payable for securities purchased		10,412,556
Payable for fund shares repurchased		2,403,265
Variation margin payable on futures contracts		12,114
Other payables and accrued expenses		142,873
TOTAL LIABILITIES		14,487,135
TOTAL NET ASSETS	$	1,636,013,301
NET ASSETS CONSIST OF:
Capital stock	$	1,337,356
Additional paid-in-capital		1,557,802,005
Undistributed net investment income		7,753,486
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		9,373,501
Net unrealized appreciation on investments (net of foreign capital gains tax of $1,526), foreign currency and translation of other assets and liabilities		59,746,953
TOTAL NET ASSETS	$	1,636,013,301

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

23

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

April 30, 2015 (unaudited)

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($1,054,826,989/77,826,794 shares)	$	13.55
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($369,834,609/35,050,987 shares)	$	10.55
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($144,191,028/14,229,140 shares)	$	10.13
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($67,160,675/6,628,675 shares)	$	10.13

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

24

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

For the Six Months Ended April 30, 2015 (unaudited)

INVESTMENT INCOME:
Interest	$	14,457,412
Dividends (net of foreign taxes withheld, $106,383)		5,996,671
Total Investment Income		20,454,083
EXPENSES:
Management fees (Note 3)		5,013,481
Shareholder services fees (Class S) (Note 3)		1,095,063
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		701,929
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		160,958
Fund accounting and administration fees (Note 3)		138,244
Transfer agent fees (Note 3)		131,037
Directors’ fees (Note 3)		26,597
Chief Compliance Officer service fees (Note 3)		1,213
Custodian fees		62,231
Miscellaneous		181,575
Total Expenses		7,512,328
NET INVESTMENT INCOME		12,941,755
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		9,083,628
Futures contracts		984,446
Options written		1,012,785
Foreign currency and translation of other assets and liabilities		(122,657	)
		10,958,202
Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $453)		(2,334,617	)
Futures contracts		(2,075,712	)
Options written		170,833
Foreign currency and translation of other assets and liabilities		6,459
		(4,233,037	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		6,725,165
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	19,666,920

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

25

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

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	12,941,755		$	24,439,713
Net realized gain on investments and foreign currency		10,958,202			83,234,619
Net change in unrealized depreciation on investments and foreign currency		(4,233,037	)		(26,892,984	)
Net increase from operations		19,666,920			80,781,348
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(9,563,594	)		(14,549,144	)
From net investment income (Class I)		(4,292,450	)		(6,447,289	)
From net investment income (Class C)		(977,439	)		(1,252,553	)
From net investment income (Class R)		(617,715	)		(816,034	)
From net realized gain on investments (Class S)		(50,047,462	)		(42,636,482	)
From net realized gain on investments (Class I)		(19,801,076	)		(16,448,458	)
From net realized gain on investments (Class C)		(8,080,197	)		(5,631,048	)
From net realized gain on investments (Class R)		(3,642,429	)		(2,517,150	)
Total distributions to shareholders		(97,022,362	)		(90,298,158	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		36,587,033			189,841,532
Net increase (decrease) in net assets		(40,768,409	)		180,324,722
NET ASSETS:
Beginning of period		1,676,781,710			1,496,456,988
End of period (including undistributed net investment income of $7,753,486 and $10,262,929, respectively)	$	1,636,013,301		$	1,676,781,710

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

26

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

	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	14.13		$	14.18		$	13.62		$	13.16		$	13.37		$	12.21
Income from investment operations:
Net investment income1		0.11			0.22			0.22			0.22			0.25			0.29
Net realized and unrealized gain on investments		0.04			0.52			0.83			0.69			0.12			1.07
Total from investment operations		0.15			0.74			1.05			0.91			0.37			1.36
Less distributions to shareholders:
From net investment income		(0.12	)		(0.20	)		(0.20	)		(0.24	)		(0.24	)		(0.20	)
From net realized gain on investments		(0.61	)		(0.59	)		(0.29	)		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.73	)		(0.79	)		(0.49	)		(0.45	)		(0.58	)		(0.20	)
Net asset value - End of period	$	13.55		$	14.13		$	14.18		$	13.62		$	13.16		$	13.37
Net assets - End of period (000’s omitted)	$	1,054,827		$	1,124,851		$	1,027,160		$	973,964		$	870,693		$	683,681
Total return2		1.18	%		5.46	%		7.93	%		7.15	%		2.87	%		11.26	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.86	%3		0.87	%		0.87	%		0.88	%		0.89	%		0.90	%
Net investment income		1.58	%3		1.57	%		1.58	%		1.65	%		1.87	%		2.28	%
Series portfolio turnover		26	%		45	%		54	%		54	%		25	%		42	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

⁴Less than 0.01%.

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

27

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

	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.17		$	11.38		$	11.03		$	10.75		$	11.03		$	10.11
Income from investment operations:
Net investment income1		0.09			0.20			0.20			0.20			0.22			0.26
Net realized and unrealized gain on investments		0.03			0.40			0.66			0.55			0.10			0.88
Total from investment operations		0.12			0.60			0.86			0.75			0.32			1.14
Less distributions to shareholders:
From net investment income		(0.13	)		(0.22	)		(0.22	)		(0.26	)		(0.26	)		(0.22	)
From net realized gain on investments		(0.61	)		(0.59	)		(0.29	)		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.74	)		(0.81	)		(0.51	)		(0.47	)		(0.60	)		(0.22	)
Net asset value - End of period	$	10.55		$	11.17		$	11.38		$	11.03		$	10.75		$	11.03
Net assets - End of period (000’s omitted)	$	369,835		$	353,538		$	318,106		$	249,566		$	181,345		$	139,399
Total return2		1.29	%		5.66	%		8.15	%		7.34	%		3.07	%		11.49	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.66	%3		0.67	%		0.67	%		0.68	%		0.69	%		0.70	%
Net investment income		1.79	%3		1.77	%		1.77	%		1.84	%		2.07	%		2.48	%
Series portfolio turnover		26	%		45	%		54	%		54	%		25	%		42	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

⁴Less than 0.01%.

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

28

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

	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			1/4/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.75		$	10.99		$	10.68		$	10.42		$	10.73		$	10.00
Income from investment operations:
Net investment income2		0.04			0.08			0.08			0.09			0.11			0.12
Net realized and unrealized gain on investments		0.02			0.39			0.65			0.55			0.10			0.68
Total from investment operations		0.06			0.47			0.73			0.64			0.21			0.80
Less distributions to shareholders:
From net investment income		(0.07	)		(0.12	)		(0.13	)		(0.17	)		(0.18	)		(0.07	)
From net realized gain on investments		(0.61	)		(0.59	)		(0.29	)		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.68	)		(0.71	)		(0.42	)		(0.38	)		(0.52	)		(0.07	)
Net asset value - End of period	$	10.13		$	10.75		$	10.99		$	10.68		$	10.42		$	10.73
Net assets - End of period (000’s omitted)	$	144,191		$	139,291		$	102,919		$	72,239		$	42,898		$	17,514
Total return3		0.76	%		4.58	%		7.06	%		6.42	%		2.06	%		8.03	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.66	%4		1.67	%		1.67	%		1.69	%		1.69	%		1.70	%4
Net investment income		0.78	%4		0.77	%		0.78	%		0.84	%		1.03	%		1.43	%4
Series portfolio turnover		26	%		45	%		54	%		54	%		25	%		42	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

⁵Less than 0.01%.

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

29

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

	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			6/30/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.75		$	10.99		$	10.67		$	10.44		$	10.76		$	10.00
Income from investment operations:
Net investment income2		0.06			0.14			0.14			0.14			0.13			0.05
Net realized and unrealized gain on investments		0.03			0.38			0.64			0.54			0.13			0.71
Total from investment operations		0.09			0.52			0.78			0.68			0.26			0.76
Less distributions to shareholders:
From net investment income		(0.10	)		(0.17	)		(0.17	)		(0.24	)		(0.24	)		—
From net realized gain on investments		(0.61	)		(0.59	)		(0.29	)		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.71	)		(0.76	)		(0.46	)		(0.45	)		(0.58	)		—
Net asset value - End of period	$	10.13		$	10.75		$	10.99		$	10.67		$	10.44		$	10.76
Net assets - End of period (000’s omitted)	$	67,161		$	59,101		$	48,272		$	32,988		$	2,828		$	1
Total return3		1.05	%		5.08	%		7.64	%		6.85	%		2.61	%		7.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.16	%4		1.17	%		1.17	%		1.19	%		1.19	%		1.20	%4
Net investment income		1.28	%4		1.27	%		1.28	%		1.32	%		1.31	%		1.51	%4
Series portfolio turnover		26	%		45	%		54	%		54	%		25	%		42	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

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

30

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

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (November 1, 2014 to April 30, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                   11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD                   11/1/14-4/30/15*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,017.30	$5.30	1.06%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.54	$5.31	1.06%
Class I
Actual	$1,000.00	$1,018.90	$4.05	0.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.78	$4.06	0.81%
Class C
Actual	$1,000.00	$1,013.50	$9.04	1.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.82	$9.05	1.81%
Class R
Actual	$1,000.00	$1,015.80	$6.55	1.31%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.30	$6.56	1.31%

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

31

Portfolio Composition - Pro-Blend^® Moderate Term Series

As of April 30, 2015 (unaudited)

Sector Allocation4
Financials	16.0	%
Consumer Discretionary	13.1	%
Information Technology	8.3	%
Energy	6.0	%
Industrials	5.0	%
Health Care	4.6	%
Materials	4.3	%
Consumer Staples	4.1	%
Telecommunication Services	1.0	%
Utilities	0.3	%
4 Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings5
Monsanto Co.	1.4	%
AMC Networks, Inc. - Class A	1.3	%
Cerner Corp.	1.3	%
General Electric Co.	1.2	%
Hess Corp.	1.2	%
Electronic Arts, Inc.	1.1	%
The Priceline Group, Inc.	1.0	%
Time Warner, Inc.	1.0	%
Alcoa, Inc.	1.0	%
lululemon athletica, Inc.	1.0	%
5 As a percentage of total investments.

32

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 40.5%
Consumer Discretionary - 10.6%
Auto Components - 0.1%
F.C.C. Co. Ltd. (Japan)1		12,500	$	202,805
Hankook Tire Co. Ltd. (South Korea)1		10,712		450,173
Mando Corp. (South Korea)1		1,622		224,973
Musashi Seimitsu Industry Co. Ltd. (Japan)1		13,900		294,213
Nissin Kogyo Co. Ltd. (Japan)1		18,300		301,626
				1,473,790
Automobiles - 0.0%##
Hyundai Motor Co. (South Korea)1		1,950		306,035
Diversified Consumer Services - 0.2%
Apollo Education Group, Inc.*		58,800		986,958
H&R Block, Inc.		30,300		916,272
Kroton Educacional S.A. (Brazil)		288,352		1,058,489
				2,961,719
Hotels, Restaurants & Leisure - 0.5%
Accor S.A. (France)1		15,630		857,069
Hyatt Hotels Corp. - Class A*		7,480		434,214
Yum! Brands, Inc.		89,250		7,671,930
				8,963,213
Household Durables - 0.1%
DR Horton, Inc.		7,675		194,945
Lennar Corp. - Class A		4,330		198,314
LG Electronics, Inc. (South Korea)1		9,200		517,343
Nikon Corp. (Japan)1		29,700		422,289
Toll Brothers, Inc.*		5,564		197,745
TRI Pointe Homes, Inc.*		14,560		207,917
				1,738,553
Internet & Catalog Retail - 1.9%
ASOS plc (United Kingdom)*1		11,400		654,894
Groupon, Inc.*		243,720		1,686,542
MakeMyTrip Ltd. (India)*		8,790		186,172
Ocado Group plc (United Kingdom)*1		20,450		111,007
The Priceline Group, Inc.*		14,290		17,688,305
Rakuten, Inc. (Japan)1		72,560		1,267,656
TripAdvisor, Inc.*		132,890		10,696,316
				32,290,892
Media - 6.4%
AMC Networks, Inc. - Class A*		300,540		22,672,738
Cogeco Cable, Inc. (Canada)		10,710		613,484
Discovery Communications, Inc. - Class A*		108,170		3,500,381
Gannett Co., Inc.		267,190		9,169,961
Global Mediacom Tbk PT (Indonesia)1		2,246,760		268,198
ITV plc (United Kingdom)1		84,710		328,886
Liberty Global plc - Class A - ADR (United Kingdom)*		125,140		6,524,800
Mediaset Espana Comunicacion S.A. (Spain)*1		92,180		1,249,470
Modern Times Group AB - Class B (Sweden)1		4,732		157,364
Morningstar, Inc.		14,020		1,063,978
Sinclair Broadcast Group, Inc. - Class A		332,701		10,193,959
Sky plc (United Kingdom)1		13,273		218,843
Time Warner, Inc.		199,870		16,871,027
Tribune Media Co. - Class A		123,456		6,922,178
Twenty-First Century Fox, Inc. - Class A		431,230		14,696,318
Viacom, Inc. - Class B		205,090		14,243,501
				108,695,086
Specialty Retail - 0.3%
Advance Auto Parts, Inc.		17,320		2,476,760
Dick’s Sporting Goods, Inc.		26,270		1,425,410
Groupe Fnac S.A. (France)*1		203		12,234
Kingfisher plc (United Kingdom)1		83,790		450,162
Komeri Co. Ltd. (Japan)1		19,900		447,841
Sa Sa International Holdings Ltd. (Hong Kong)1		1,066,000		542,335
				5,354,742
Textiles, Apparel & Luxury Goods - 1.1%
Adidas AG (Germany)1		4,060		332,660
Belle International Holdings Ltd. (Hong Kong)1		691,900		888,034
Daphne International Holdings Ltd. - Class H (China)1		560,000		156,066
Gildan Activewear, Inc. (Canada)		24,720		783,871
Kering (France)1		3,300		610,292
lululemon athletica, Inc.*		259,547		16,517,571
				19,288,494
Total Consumer Discretionary				181,072,524
Consumer Staples - 3.2%
Beverages - 1.9%
AMBEV S.A. - ADR (Brazil)		1,066,170		6,748,856
Anheuser-Busch InBev N.V. (Belgium)1		91,235		11,107,722
Carlsberg A/S - Class B (Denmark)1		9,139		833,189
Cia Cervecerias Unidas S.A. - ADR (Chile)		17,520		383,162
Diageo plc (United Kingdom)1		394,363		10,948,383
Remy Cointreau S.A. (France)1		1,380		103,824
SABMiller plc (United Kingdom)1		13,360		707,179
Treasury Wine Estates Ltd. (Australia)1		194,450		852,814

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

33

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Beverages (continued)
Tsingtao Brewery Co. Ltd. - Class H (China)1		106,000	$	673,438
				32,358,567
Food & Staples Retailing - 0.2%
Carrefour S.A. (France)1		24,497		844,631
Casino Guichard-Perrachon S.A. (France)1		2,420		213,995
Dairy Farm International Holdings Ltd. (Hong Kong)1		56,100		529,584
Tesco plc (United Kingdom)1		213,616		720,025
Wal-Mart de Mexico S.A.B. de C.V. - Class V (Mexico)		242,400		570,372
				2,878,607
Food Products - 1.0%
Biostime International Holdings Ltd. - Class H (China)1		91,000		417,083
Charoen Pokphand Foods PCL (Thailand)1		1,023,290		691,863
Danone S.A. (France)1		16,531		1,196,220
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)*		228,880		613,599
Ingredion, Inc.		3,320		263,608
Keurig Green Mountain, Inc.		9,950		1,157,882
M Dias Branco S.A. (Brazil)		13,500		384,440
Nestle S.A. (Switzerland)1		12,844		996,492
Post Holdings, Inc.*		33,560		1,575,306
Sao Martinho S.A. (Brazil)		27,910		351,637
Suedzucker AG (Germany)1		45,277		682,422
Tiger Brands Ltd. (South Africa)1		9,220		239,971
Unilever plc - ADR (United Kingdom)		218,319		9,566,739
				18,137,262
Household Products - 0.0%##
Reckitt Benckiser Group plc (United Kingdom)1		5,120		455,700
Personal Products - 0.0%##
Beiersdorf AG (Germany)1		2,270		197,458
Tobacco - 0.1%
Gudang Garam Tbk PT (Indonesia)1		84,800		325,919
Japan Tobacco, Inc. (Japan)1		6,600		230,478
Swedish Match AB (Sweden)1		22,615		696,182
				1,252,579
Total Consumer Staples				55,280,173
Energy - 4.5%
Energy Equipment & Services - 2.1%
Cameron International Corp.*		217,750		11,937,055
CGG S.A. (France)*1		7,208		51,055
Core Laboratories N.V. - ADR		2,040		267,811
Petroleum Geo-Services ASA (Norway)1		19,790		131,401
Saipem S.p.A. (Italy)*1		26,830		355,719
Schlumberger Ltd.		152,015		14,382,139
Spectrum ASA (Norway)1		43,230		203,241
TGS Nopec Geophysical Co. ASA (Norway)1		41,870		1,065,550
Trican Well Service Ltd. (Canada)		12,780		54,022
Weatherford International plc - ADR*2		552,270		8,035,529
				36,483,522
Oil, Gas & Consumable Fuels - 2.4%
Apache Corp.		53,953		3,690,385
Cameco Corp. (Canada)		81,810		1,438,220
Cameco Corp. (Canada)		7,500		131,910
Cloud Peak Energy, Inc.*		27,450		178,151
Concho Resources, Inc.*		8,210		1,039,879
Continental Resources, Inc.*		20,610		1,084,704
Cosan S.A. Industria e Comercio (Brazil)		20,640		198,936
Denbury Resources, Inc.		11,020		97,086
Diamondback Energy, Inc.*		1,410		116,424
Encana Corp. (Canada)		52,086		740,142
Energen Corp.		1,470		104,620
EOG Resources, Inc.		31,577		3,124,544
Hess Corp.		266,920		20,526,148
Koninklijke Vopak N.V. (Netherlands)1		4,510		236,720
Parsley Energy, Inc. - Class A*		5,800		100,572
Peabody Energy Corp.		32,470		153,583
Pioneer Natural Resources Co.		5,740		991,757
Range Resources Corp.		74,420		4,730,135
Royal Dutch Shell plc - Class B (Netherlands)1		18,152		581,148
Royal Dutch Shell plc - Class B - ADR (Netherlands)		7,670		495,405
RSP Permian, Inc.*		3,420		99,248
Whitehaven Coal Ltd. (Australia)*1		93,960		122,464
				39,982,181
Total Energy				76,465,703
Financials - 4.2%
Banks - 0.6%
ICICI Bank Ltd. - ADR (India)		38,250		418,073
Popular, Inc.*		252,730		8,196,034
Synovus Financial Corp.		35,052		969,538
				9,583,645

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

34

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Capital Markets - 0.1%
Daiwa Securities Group, Inc. (Japan)1		69,000	$	572,411
Financial Engines, Inc.		28,510		1,202,267
				1,774,678
Consumer Finance - 0.7%
SLM Corp.*		1,099,060		11,199,421
Diversified Financial Services - 0.0%##
Berkshire Hathaway, Inc. - Class B*		1,000		141,210
JSE Ltd. (South Africa)1		40,370		451,608
				592,818
Insurance - 0.1%
Admiral Group plc (United Kingdom)1		14,200		338,606
Mapfre S.A. (Spain)1		204,600		760,315
Zurich Insurance Group AG (Switzerland)1		1,580		487,672
				1,586,593
Real Estate Investment Trusts (REITS) - 2.1%
Agree Realty Corp.		17,400		535,572
Alexandria Real Estate Equities, Inc.		5,560		513,633
Alstria Office REIT AG (Germany)1		78,350		1,110,184
American Campus Communities, Inc.		6,310		253,283
Apartment Investment & Management Co. - Class A		12,880		485,962
AvalonBay Communities, Inc.		2,530		415,780
Axia Real Estate SOCIMI S.A. (Spain)*1		11,350		152,040
BioMed Realty Trust, Inc.		13,330		276,598
Brixmor Property Group, Inc.		30,630		718,274
Camden Property Trust		5,040		378,403
CatchMark Timber Trust, Inc. - Class A		25,840		299,744
Chesapeake Lodging Trust		16,110		511,493
Columbia Property Trust, Inc.		11,340		297,448
CoreSite Realty Corp.		10,710		514,937
Crown Castle International Corp.		7,000		584,710
CubeSmart		25,950		598,667
DCT Industrial Trust, Inc.		12,440		411,018
DDR Corp.		30,700		523,435
Digital Realty Trust, Inc.		6,136		389,084
Douglas Emmett, Inc.		10,260		292,410
Duke Realty Corp.		21,020		416,406
DuPont Fabros Technology, Inc.		8,749		272,531
Education Realty Trust, Inc.		11,213		376,981
Equity LifeStyle Properties, Inc.		5,580		294,736
Equity One, Inc.		17,130		421,912
Equity Residential		6,030		445,376
Essex Property Trust, Inc.		2,120		470,534
Extra Space Storage, Inc.		4,090		269,654
Fibra Shop Portafolios Inmobiliarios SAPI de CV (Mexico)		194,344		222,820
General Growth Properties, Inc.		15,490		424,426
Health Care REIT, Inc.		5,490		395,390
Healthcare Trust of America, Inc. - Class A		11,465		296,829
Home Properties, Inc.		4,140		304,538
Host Hotels & Resorts, Inc.		22,580		454,761
Inland Real Estate Corp.		41,740		429,505
Kite Realty Group Trust		15,825		414,615
Lamar Advertising Co. - Class A		7,400		428,904
LaSalle Hotel Properties		13,830		507,423
Liberty Property Trust		11,760		409,718
Mack-Cali Realty Corp.		18,230		327,229
Mid-America Apartment Communities, Inc.		4,900		365,589
Outfront Media, Inc.		53,050		1,523,596
Paramount Group, Inc.		27,260		499,403
Pebblebrook Hotel Trust		6,260		268,804
Physicians Realty Trust		40,590		673,794
Plum Creek Timber Co., Inc.		24,870		1,049,514
Prologis, Inc.		6,820		274,164
Public Storage		2,700		507,357
Rexford Industrial Realty, Inc.		18,460		274,316
Sabra Health Care REIT, Inc.		9,790		292,525
Scentre Group (Australia)1		95,548		281,454
Simon Property Group, Inc.		8,110		1,471,884
Sovran Self Storage, Inc.		6,660		581,684
Taubman Centers, Inc.		4,050		291,641
Terreno Realty Corp., Reit		13,270		282,386
UDR, Inc.		13,920		456,158
Urban Edge Properties		25,280		572,086
Ventas, Inc.		5,670		390,663
Washington Real Estate Investment Trust		9,440		233,357
Westfield Corp. (Australia)1		71,190		529,283
Weyerhaeuser Co.		269,910		8,504,864
WP GLIMCHER, Inc.		16,855		252,825
				36,424,310
Real Estate Management & Development - 0.6%
BR Malls Participacoes S.A. (Brazil)		17,560		95,699
First Capital Realty, Inc. (Canada)		18,270		302,860
Forest City Enterprises, Inc. - Class A*		17,570		417,463
Forestar Group, Inc.*		18,520		273,355
General Shopping Brasil S.A. (Brazil)*		80,160		142,338

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

35

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Management & Development (continued)
Realogy Holdings Corp.*		205,652	$	9,749,961
				10,981,676
Total Financials				72,143,141
Health Care - 3.9%
Biotechnology - 0.1%
Green Cross Corp. (South Korea)1		2,380		392,134
Seattle Genetics, Inc.*		31,600		1,085,144
				1,477,278
Health Care Equipment & Supplies - 0.4%
BioMerieux (France)1		1,010		108,960
Carl Zeiss Meditec AG (Germany)1		18,660		474,047
Halyard Health, Inc.*		16,840		816,403
HeartWare International, Inc.*		19,110		1,446,818
Neogen Corp.*		2,910		129,611
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		2,221,510		2,053,040
Thoratec Corp.*		29,710		1,191,668
				6,220,547
Health Care Providers & Services - 0.7%
Air Methods Corp.*		2,660		121,562
Express Scripts Holding Co.*		94,640		8,176,896
Fresenius Medical Care AG & Co. KGaA (Germany)1		8,390		705,110
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		16,520		693,344
KPJ Healthcare Berhad (Malaysia)1		216,600		258,832
Life Healthcare Group Holdings Ltd. (South Africa)1		94,239		323,659
Odontoprev S.A. (Brazil)		189,030		663,153
Quest Diagnostics, Inc.		10,270		733,483
Siloam International Hospitals Tbk PT (Indonesia)*1		294,200		322,287
				11,998,326
Health Care Technology - 1.2%
Cerner Corp.*		301,156		21,626,012
Life Sciences Tools & Services - 0.0%##
Gerresheimer AG (Germany)1		7,580		429,004
QIAGEN N.V.*1		8,680		208,715
				637,719
Pharmaceuticals - 1.5%
AstraZeneca plc - ADR (United Kingdom)		10,320		706,714
GlaxoSmithKline plc (United Kingdom)1		11,020		254,524
Indivior plc (United Kingdom)*1		5,120		15,679
Johnson & Johnson		77,670		7,704,864
Merck & Co., Inc.		141,260		8,413,446
Novartis AG - ADR (Switzerland)		5,050		514,090
Novo Nordisk A/S - Class B (Denmark)1		3,880		217,826
Otsuka Holdings Co. Ltd. (Japan)1		10,000		315,645
Roche Holding AG (Switzerland)1		1,770		506,494
Sanofi (France)1		3,176		323,287
Sanofi - ADR (France)		112,500		5,686,875
Shire plc - ADR (Ireland)		1,330		323,868
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		11,950		722,019
				25,705,331
Total Health Care				67,665,213
Industrials - 2.8%
Airlines - 0.1%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		184,009		467,383
Latam Airlines Group S.A. - ADR (Chile)*		24,137		230,991
Republic Airways Holdings, Inc.*		141,240		1,728,778
Ryanair Holdings plc - ADR (Ireland)		4,030		261,345
				2,688,497
Building Products - 0.1%
Masco Corp.		47,240		1,251,388
Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)1		45,760		1,154,296
MiX Telematics Ltd. - ADR (South Africa)*		26,580		186,060
Rollins, Inc.		6,165		152,892
Stericycle, Inc.*		980		130,761
				1,624,009
Electrical Equipment - 0.1%
Alstom S.A. (France)*1		23,850		749,233
Franklin Electric Co., Inc.		3,340		120,774
Nexans S.A. (France)*1		4,865		190,640
Schneider Electric SE (France)1		4,319		322,839
				1,383,486
Industrial Conglomerates - 1.3%
General Electric Co.		775,110		20,989,979
Siemens AG (Germany)1		21,090		2,294,213
				23,284,192
Machinery - 0.8%
AGCO Corp.		4,590		236,431
ANDRITZ AG (Austria)1		10,250		600,105

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

36

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Machinery (continued)
Deere & Co.		1,120	$	101,382
FANUC Corp. (Japan)1		3,750		824,860
Flowserve Corp.		2,090		122,328
Joy Global, Inc.		240,778		10,266,774
Pall Corp.		1,960		190,747
Pentair plc (United Kingdom)		6,130		380,979
SKF AB - Class B (Sweden)1		4,090		99,898
Sulzer AG (Switzerland)1		1,940		216,481
Xylem, Inc.		11,110		411,292
				13,451,277
Marine - 0.0%##
Sinotrans Shipping Ltd. - Class H (China)*1		657,000		183,329
Road & Rail - 0.3%
Genesee & Wyoming, Inc.*		7,840		728,728
Heartland Express, Inc.		43,040		900,397
Hertz Global Holdings, Inc.*		72,860		1,518,402
Kansas City Southern		1,540		157,835
Swift Transportation Co.*		37,830		915,486
Union Pacific Corp.		1,840		195,463
				4,416,311
Trading Companies & Distributors - 0.0%##
Brenntag AG (Germany)1		8,519		511,146
Total Industrials				48,793,635
Information Technology - 7.6%
Communications Equipment - 1.0%
ARRIS Group, Inc.*		42,240		1,422,432
Ixia*		125,950		1,508,881
Juniper Networks, Inc.		468,050		12,370,562
Polycom, Inc.*		84,260		1,099,593
				16,401,468
Electronic Equipment, Instruments & Components - 0.3%
Cognex Corp.*		3,150		141,404
FLIR Systems, Inc.		32,150		993,114
Hitachi Ltd. (Japan)1		135,000		921,092
Keyence Corp. (Japan)1		823		439,358
PAX Global Technology Ltd. (Hong Kong)*1		365,000		530,271
Trimble Navigation Ltd.*		64,740		1,646,338
				4,671,577
Internet Software & Services - 2.8%
Alibaba Group Holding Ltd. - ADR (China)*		11,210		911,261
Baidu, Inc. - ADR (China)*		3,140		628,879
eBay, Inc.*		241,120		14,047,651
Google, Inc. - Class A*2		23,556		12,926,826
Google, Inc. - Class C*		25,285		13,586,827
MercadoLibre, Inc. (Argentina)		9,210		1,310,859
NetEase, Inc. - ADR (China)		4,750		608,903
Q2 Holdings, Inc.*		17,290		351,852
Qihoo 360 Technology Co. Ltd. - ADR (China)*		48,104		2,900,671
Tencent Holdings Ltd. - Class H (China)1		29,800		615,039
Zillow Group, Inc. - Class A*		5,310		518,468
				48,407,236
IT Services - 1.4%
Amdocs Ltd. - ADR		5,740		316,102
EVERTEC, Inc.		109,680		2,273,666
MasterCard, Inc. - Class A		85,703		7,731,268
Sabre Corp.		67,610		1,682,813
VeriFone Systems, Inc.*		234,332		8,382,056
Visa, Inc. - Class A2		57,800		3,817,690
				24,203,595
Semiconductors & Semiconductor Equipment - 0.0%##
GCL-Poly Energy Holdings Ltd. (Hong Kong)*1		354,000		107,061
Software - 1.4%
Aspen Technology, Inc.*		2,190		97,214
AVEVA Group plc (United Kingdom)1		57,323		1,487,915
Computer Modelling Group Ltd. (Canada)		13,300		146,724
Electronic Arts, Inc.*		312,890		18,175,780
Nuance Communications, Inc.*		7,730		118,501
SAP SE (Germany)1		19,710		1,489,388
TOTVS S.A. (Brazil)		74,510		873,213
Yodlee, Inc.*		63,960		814,850
				23,203,585
Technology Hardware, Storage & Peripherals - 0.7%
EMC Corp.2		385,320		10,368,961
Samsung Electronics Co. Ltd. (South Korea)1		1,740		2,282,626
Stratasys Ltd.*		1,100		41,195
				12,692,782
Total Information Technology				129,687,304
Materials - 3.4%
Chemicals - 2.2%
FMC Corp.		20,300		1,203,993
Monsanto Co.		213,890		24,374,904

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

37

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	SHARES/ PRINCIPAL AMOUNT5		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Chemicals (continued)
The Mosaic Co.		245,320	$	10,794,080
Novozymes A/S - Class B (Denmark)1		2,630		121,339
Potash Corp. of Saskatchewan, Inc. (Canada)		3,250		106,080
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		27,416		598,765
Syngenta AG (Switzerland)1		2,196		734,847
Tronox Ltd. - Class A		4,910		102,865
Umicore S.A. (Belgium)1		6,511		323,641
Wacker Chemie AG (Germany)1		1,130		140,152
				38,500,666
Construction Materials - 0.0%##
Holcim Ltd. (Switzerland)1		1,360		109,249
Metals & Mining - 1.2%
Alcoa, Inc.		1,251,420		16,794,056
Alumina Ltd. (Australia)1		230,332		279,497
Iluka Resources Ltd. (Australia)1		42,940		273,629
Impala Platinum Holdings Ltd. (South Africa)*1		38,810		215,997
Norsk Hydro ASA (Norway)1		38,120		180,529
Stillwater Mining Co.*		99,500		1,336,285
Teck Resources Ltd. - Class B (Canada)		32,874		499,027
ThyssenKrupp AG (Germany)1		12,280		326,273
				19,905,293
Total Materials				58,515,208
Telecommunication Services - 0.3%
Diversified Telecommunication Services - 0.1%
Telefonica S.A. - ADR (Spain)		66,980		1,015,417
Telenor ASA - ADR (Norway)		14,890		1,006,862
				2,022,279
Wireless Telecommunication Services - 0.2%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		37,350		780,241
China Mobile Ltd. - Class H (China)1		40,000		571,331
Telephone & Data Systems, Inc.		47,200		1,260,712
				2,612,284
Total Telecommunication Services				4,634,563
TOTAL COMMON STOCKS
(Identified Cost $612,505,332)				694,257,464
PREFERRED STOCKS - 0.2%
Energy - 0.0%##
Oil, Gas & Consumable Fuels - 0.0%##
Petroleo Brasileiro S.A. - ADR (Brazil)		36,670		318,296
Financials - 0.2%
Banks - 0.0%##
U.S. Bancorp., Series F (non-cumulative), 6.50%3		29,800		887,444
Insurance - 0.1%
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%4		14,100		1,407,180
Real Estate Investment Trusts (REITS) - 0.1%
Public Storage, Series Q, 6.50%		37,110		961,520
Total Financials				3,256,144
TOTAL PREFERRED STOCKS
(Identified Cost $3,361,365)				3,574,440
LOAN ASSIGNMENTS - 0.2%
Alere, Inc., Term B6, 4.25%, 6/30/2017		1,567,727		1,575,957
Valeant Pharmaceuticals International, Inc., Term Loan D26, 3.50%, 2/13/2019		2,000,000		2,005,760
TOTAL LOAN ASSIGNMENTS
(Identified Cost $3,561,021)				3,581,717
CORPORATE BONDS - 21.7%
Convertible Corporate Bonds - 0.1%
Consumer Discretionary - 0.1%
Internet & Catalog Retail - 0.1%
The Priceline Group, Inc., 0.35%, 6/15/2020 (Identified Cost $1,497,563)		1,225,000		1,443,969
Non-Convertible Corporate Bonds - 21.6%
Consumer Discretionary - 2.4%
Auto Components - 0.1%
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.875%, 2/1/2022		830,000		857,929
Techniplas LLC7, 10.00%, 5/1/2020		870,000		896,100
				1,754,029
Automobiles - 0.2%
Ford Motor Credit Co. LLC, 6.625%, 8/15/2017		2,000,000		2,218,234
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		775,000		843,599

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

38

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Automobiles (continued)
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,070,000	$	1,332,144
				4,393,977
Diversified Consumer Services - 0.2%
Block Financial LLC, 5.50%, 11/1/2022		2,795,000		3,067,001
Hotels, Restaurants & Leisure - 0.2%
International Game Technology plc (United Kingdom)7, 6.25%, 2/15/2022		900,000		888,750
Wynn Las Vegas LLC - Wynn Las Vegas Capital Corp.7, 5.50%, 3/1/2025		845,000		848,169
Yum! Brands, Inc., 6.25%, 4/15/2016		1,066,000		1,119,257
				2,856,176
Household Durables - 0.5%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)7, 6.125%, 7/1/2022		935,000		967,725
Meritage Homes Corp., 7.15%, 4/15/2020		500,000		542,500
Meritage Homes Corp., 7.00%, 4/1/2022		760,000		813,200
NVR, Inc., 3.95%, 9/15/2022		528,000		547,700
TRI Pointe Holdings, Inc.7, 4.375%, 6/15/2019		1,290,000		1,270,650
Tupperware Brands Corp., 4.75%, 6/1/2021		3,632,000		3,895,498
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		1,135,000		1,089,600
				9,126,873
Media - 0.9%
21st Century Fox America, Inc., 6.90%, 3/1/2019		1,095,000		1,293,106
CCO Holdings LLC - CCO Holdings Capital Corp.7, 5.125%, 5/1/2023		595,000		589,050
CCO Holdings LLC - CCO Holdings Capital Corp.7, 5.375%, 5/1/2025		695,000		682,837
Cogeco Cable, Inc. (Canada)7, 4.875%, 5/1/2020		1,130,000		1,159,663
Columbus International, Inc. (Barbados)7, 7.375%, 3/30/2021		1,245,000		1,355,494
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		2,115,000		2,379,164
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 4.45%, 4/1/2024		1,410,000		1,488,166
Discovery Communications LLC, 5.05%, 6/1/2020		2,015,000		2,238,758
Sirius XM Radio, Inc.7, 5.375%, 4/15/2025		895,000		899,475
Time Warner, Inc., 4.875%, 3/15/2020		1,200,000		1,342,332
Time Warner, Inc., 4.75%, 3/29/2021		1,610,000		1,792,328
				15,220,373
Multiline Retail - 0.1%
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,320,000		1,314,416
Specialty Retail - 0.1%
The TJX Companies, Inc., 2.75%, 6/15/2021		1,500,000		1,535,312
Textiles, Apparel & Luxury Goods - 0.1%
Coach, Inc., 4.25%, 4/1/2025		1,525,000		1,532,623
VF Corp., 5.95%, 11/1/2017		640,000		713,018
				2,245,641
Total Consumer Discretionary				41,513,798
Consumer Staples - 0.8%
Beverages - 0.3%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		1,060,000		1,277,121
DS Services of America, Inc.7, 10.00%, 9/1/2021		740,000		869,500
Pernod-Ricard S.A. (France)7, 5.75%, 4/7/2021		1,350,000		1,556,944
SABMiller plc (United Kingdom)7, 6.50%, 7/15/2018		1,000,000		1,140,423
				4,843,988
Food & Staples Retailing - 0.1%
C&S Group Enterprises LLC7, 5.375%, 7/15/2022		1,110,000		1,101,675
KeHE Distributors LLC - KeHE Finance Corp.7, 7.625%, 8/15/2021		690,000		731,400
Shearer’s Foods LLC - Chip Finance Corp.7, 9.00%, 11/1/2019		710,000		773,900
				2,606,975

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

39

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food Products - 0.1%
HJ Heinz Finance Co., 6.75%, 3/15/2032		695,000	$	868,750
Pinnacle Operating Corp.7, 9.00%, 11/15/2020		1,255,000		1,270,688
				2,139,438
Household Products - 0.2%
Energizer Holdings, Inc., 4.70%, 5/19/2021		1,300,000		1,379,320
HRG Group, Inc., 7.875%, 7/15/2019		1,200,000		1,274,850
HRG Group, Inc., 7.75%, 1/15/2022		920,000		923,450
				3,577,620
Tobacco - 0.1%
Vector Group Ltd., 7.75%, 2/15/2021		995,000		1,064,650
Total Consumer Staples				14,232,671
Energy - 1.5%
Energy Equipment & Services - 0.4%
Baker Hughes, Inc., 7.50%, 11/15/2018		1,215,000		1,447,985
Calfrac Holdings LP (Canada)7, 7.50%, 12/1/2020		885,000		803,137
Ensco plc, 5.20%, 3/15/2025		1,465,000		1,510,140
Parker Drilling Co., 6.75%, 7/15/2022		870,000		735,150
Schlumberger Oilfield plc7, 4.20%, 1/15/2021		905,000		989,546
Seventy Seven Operating LLC, 6.625%, 11/15/2019		685,000		544,575
Shelf Drilling Holdings Ltd. (United Arab Emirates)7, 8.625%, 11/1/2018		870,000		754,725
				6,785,258
Oil, Gas & Consumable Fuels - 1.1%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		350,000		357,639
Buckeye Partners LP, 4.15%, 7/1/2023		1,295,000		1,287,782
El Paso Natural Gas Co. LLC, 8.625%, 1/15/2022		350,000		437,307
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021		930,000		383,625
FTS International, Inc., 6.25%, 5/1/2022		725,000		576,375
Hiland Partners LP - Hiland Partners Finance Corp.7, 7.25%, 10/1/2020		1,400,000		1,519,000
Kinder Morgan, Inc.7, 5.625%, 11/15/2023		1,950,000		2,150,437
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		1,275,000		1,351,500
Petrobras Global Finance B.V. (Brazil)6, 1.896%, 5/20/2016		3,680,000		3,560,400
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018		1,345,000		1,469,507
Petroleos Mexicanos (Mexico), 3.50%, 7/18/2018		450,000		464,063
Petroleos Mexicanos (Mexico)7, 4.50%, 1/23/2026		1,925,000		1,953,875
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		1,245,000		1,273,423
Talisman Energy, Inc. (Canada), 3.75%, 2/1/2021		2,090,000		2,085,348
				18,870,281
Total Energy				25,655,539
Financials - 11.6%
Banks - 4.6%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)8,9, 9.00%		1,200,000		1,297,500
Banco Santander S.A. (Spain)8,10, 6.375%		1,400,000		1,377,250
Bank of America Corp., 6.50%, 8/1/2016		1,900,000		2,020,057
Bank of America Corp., 5.75%, 8/15/2016		1,135,000		1,196,269
Bank of America Corp., 5.70%, 5/2/2017		3,061,000		3,289,895
Bank of America Corp., 6.875%, 4/25/2018		1,030,000		1,174,707
Bank of America Corp., 7.625%, 6/1/2019		415,000		498,587
Bank of Montreal (Canada)7, 1.95%, 1/30/2017		6,730,000		6,850,480
The Bank of Nova Scotia (Canada), 1.85%, 4/14/2020		6,830,000		6,802,796
Barclays Bank plc (United Kingdom), 5.14%, 10/14/2020		1,050,000		1,161,597
Barclays Bank plc (United Kingdom)7, 10.179%, 6/12/2021		1,200,000		1,619,756
Barclays plc (United Kingdom)8,11, 6.625%		800,000		793,122
BBVA Bancomer S.A. (Mexico)7, 6.75%, 9/30/2022		1,655,000		1,880,494
BBVA US Senior S.A.U. (Spain), 4.664%, 10/9/2015		4,406,000		4,476,998

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

40

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES		PRINCIPAL   AMOUNT5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
BPCE S.A. (France)6,8, 2.31%			1,400,000	$	1,173,130
CIT Group, Inc., 5.25%, 3/15/2018			845,000		875,843
Citigroup, Inc., 1.80%, 2/5/2018			1,400,000		1,402,467
Citigroup, Inc., 3.875%, 3/26/2025			1,325,000		1,309,845
Citigroup, Inc.6,8, 5.95%			845,000		840,511
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD		390,000		325,355
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Netherlands)8,12, 8.40%			670,000		737,000
HSBC Bank plc (United Kingdom)7, 1.50%, 5/15/2018			1,605,000		1,604,348
ING Bank N.V. (Netherlands)7, 1.80%, 3/16/2018			725,000		728,759
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019			3,000,000		3,153,549
Intesa Sanpaolo S.p.A. (Italy)7, 6.50%, 2/24/2021			1,380,000		1,617,544
JPMorgan Chase & Co., 3.15%, 7/5/2016			4,025,000		4,128,507
JPMorgan Chase & Co., 4.95%, 3/25/2020			4,040,000		4,517,867
Lloyds Bank plc (United Kingdom)7, 6.50%, 9/14/2020			2,225,000		2,609,805
Lloyds Bank plc (United Kingdom)6, 9.875%, 12/16/2021			1,300,000		1,461,200
Lloyds Bank plc (United Kingdom)6,7,8, 12.00%			345,000		493,350
National Australia Bank Ltd. (Australia)7, 2.00%, 2/22/2019			2,800,000		2,832,007
National Bank of Canada (Canada)7, 1.40%, 4/20/2018			4,300,000		4,297,046
Popular, Inc., 7.00%, 7/1/2019			1,745,000		1,762,450
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD		450,000		399,402
Royal Bank of Scotland Group plc (United Kingdom)6, 1.213%, 3/31/2017			3,000,000		3,002,028
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023			395,000		433,934
Royal Bank of Scotland Group plc (United Kingdom), 5.125%, 5/28/2024			1,450,000		1,497,622
Santander Bank N.A., 8.75%, 5/30/2018			1,250,000		1,467,710
Santander Holdings USA, Inc., 4.625%, 4/19/2016			365,000		377,567
Santander Holdings USA, Inc., 2.65%, 4/17/2020			1,265,000		1,257,278
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD		400,000		333,930
					79,079,562
Capital Markets - 2.3%
Goldman Sachs Capital II6,8, 4.00%			1,215,000	��	944,663
The Goldman Sachs Group, Inc., 3.625%, 2/7/2016			4,400,000		4,489,861
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			2,510,000		2,810,582
The Goldman Sachs Group, Inc.6, 1.374%, 11/15/2018			6,235,000		6,303,928
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			4,285,000		4,849,103
The Goldman Sachs Group, Inc.6, 1.886%, 11/29/2023			1,120,000		1,140,509
Morgan Stanley, 3.80%, 4/29/2016			5,020,000		5,165,896
Morgan Stanley, 2.125%, 4/25/2018			5,000,000		5,040,480
Morgan Stanley, 5.75%, 1/25/2021			2,965,000		3,438,362
Morgan Stanley, 5.00%, 11/24/2025			1,075,000		1,164,291
Scottrade Financial Services, Inc.7, 6.125%, 7/11/2021			375,000		409,179
UBS AG (Switzerland)6, 7.25%, 2/22/2022			1,170,000		1,254,830
UBS AG (Switzerland), 7.625%, 8/17/2022			810,000		973,392
UBS AG (Switzerland)6, 4.75%, 5/22/2023			1,005,000		1,033,449
					39,018,525
Consumer Finance - 0.4%
Capital One Bank USA National Association, 2.15%, 11/21/2018			900,000		909,431
Caterpillar Financial Services Corp., 7.05%, 10/1/2018			1,500,000		1,761,295
Caterpillar Financial Services Corp., 7.15%, 2/15/2019			295,000		351,692
CNG Holdings, Inc.7, 9.375%, 5/15/2020			870,000		626,400
Discover Bank, 4.20%, 8/8/2023			1,310,000		1,366,055
Navient Corp., 6.125%, 3/25/2024			1,810,000		1,757,963
					6,772,836
Diversified Financial Services - 1.0%
The Bear Stearns Companies LLC, 7.25%, 2/1/2018			85,000		97,461
CME Group, Inc., 3.00%, 9/15/2022			1,240,000		1,277,981

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

41

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
General Electric Capital Corp.6, 0.659%, 5/5/2026		2,310,000	$	2,209,490
General Electric Capital Corp.8,13, 7.125%		1,950,000		2,266,875
ING Bank N.V. (Netherlands)7, 5.80%, 9/25/2023		1,850,000		2,081,618
ING Bank N.V. (Netherlands)6, 4.125%, 11/21/2023		1,475,000		1,532,083
Jefferies Finance LLC - JFIN Co-Issuer Corp.7, 7.375%, 4/1/2020		870,000		859,125
Jefferies Finance LLC - JFIN Co-Issuer Corp.7, 6.875%, 4/15/2022		700,000		668,500
Jefferies Group LLC, 8.50%, 7/15/2019		1,175,000		1,404,137
Jefferies Group LLC, 5.125%, 1/20/2023		2,100,000		2,177,507
Peachtree Corners Funding Trust7, 3.976%, 2/15/2025		475,000		480,962
Voya Financial, Inc., 5.50%, 7/15/2022		1,165,000		1,339,484
				16,395,223
Insurance - 1.2%
Aegon N.V. (Netherlands)6,8, 2.138%		2,150,000		1,849,000
American International Group, Inc., 4.875%, 6/1/2022		3,705,000		4,175,868
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		3,035,000		3,204,608
AXA S.A. (France)6,8, 2.007%		2,640,000		2,308,152
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,985,000		2,161,189
First American Financial Corp., 4.30%, 2/1/2023		1,650,000		1,650,353
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		3,120,000		3,527,962
Prudential Financial, Inc.6, 5.875%, 9/15/2042		1,950,000		2,115,750
				20,992,882
Real Estate Investment Trusts (REITS) - 1.8%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		1,900,000		1,922,116
BioMed Realty LP, 3.85%, 4/15/2016		235,000		240,461
Boston Properties LP, 5.875%, 10/15/2019		1,415,000		1,636,435
Boston Properties LP, 5.625%, 11/15/2020		410,000		475,905
Camden Property Trust, 5.70%, 5/15/2017		705,000		764,032
Digital Realty Trust LP, 5.875%, 2/1/2020		4,950,000		5,624,957
Duke Realty LP, 3.75%, 12/1/2024		1,575,000		1,611,663
DuPont Fabros Technology LP, 5.875%, 9/15/2021		1,240,000		1,284,950
HCP, Inc., 6.70%, 1/30/2018		3,675,000		4,147,873
Health Care REIT, Inc., 6.20%, 6/1/2016		3,640,000		3,838,992
Health Care REIT, Inc., 4.95%, 1/15/2021		330,000		366,494
Hospitality Properties Trust, 6.70%, 1/15/2018		1,385,000		1,515,755
Qualitytech L.P. - QTS Finance Corp., 5.875%, 8/1/2022		735,000		753,375
Rialto Holdings LLC - Rialto Corp.7, 7.00%, 12/1/2018		1,245,000		1,296,356
Simon Property Group LP, 10.35%, 4/1/2019		2,210,000		2,849,954
Simon Property Group LP, 5.65%, 2/1/2020		1,795,000		2,075,557
UDR, Inc., 4.625%, 1/10/2022		980,000		1,064,507
				31,469,382
Real Estate Management & Development - 0.1%
Forestar USA Real Estate Group, Inc.7, 8.50%, 6/1/2022		845,000		828,100
Greystar Real Estate Partners LLC7, 8.25%, 12/1/2022		700,000		740,250
				1,568,350
Thrifts & Mortgage Finance - 0.2%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		1,455,000		1,513,200
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.7, 5.875%, 8/1/2021		715,000		682,825
Prospect Holding Co. LLC - Prospect Holding Finance Co.7, 10.25%, 10/1/2018		725,000		514,750
				2,710,775
Total Financials				198,007,535

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

42

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care - 0.6%
Biotechnology - 0.2%
Amgen, Inc., 2.20%, 5/22/2019		1,472,000	$	1,486,387
Amgen, Inc., 2.70%, 5/1/2022		1,270,000		1,259,129
				2,745,516
Health Care Equipment & Supplies - 0.0%##
Zimmer Holdings, Inc., 1.45%, 4/1/2017		475,000		476,351
Health Care Providers & Services - 0.2%
Aetna, Inc., 3.50%, 11/15/2024		1,495,000		1,538,558
Express Scripts Holding Co., 4.75%, 11/15/2021		1,250,000		1,389,944
Fresenius US Finance II, Inc. (Germany)7, 9.00%, 7/15/2015		895,000		907,306
				3,835,808
Pharmaceuticals - 0.2%
Concordia Healthcare Corp. (Canada)7, 7.00%, 4/15/2023		845,000		857,675
Horizon Pharma Financing, Inc.7, 6.625%, 5/1/2023		845,000		858,731
Roche Holdings, Inc. (Switzerland)7, 6.00%, 3/1/2019		1,184,000		1,365,301
				3,081,707
Total Health Care				10,139,382
Industrials - 2.1%
Aerospace & Defense - 0.3%
DigitalGlobe, Inc.7, 5.25%, 2/1/2021		1,113,000		1,121,348
L-3 Communications Corp., 3.95%, 11/15/2016		2,000,000		2,071,324
Textron, Inc., 7.25%, 10/1/2019		1,000,000		1,187,182
				4,379,854
Air Freight & Logistics - 0.0%##
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.7,14, 10.00%, 2/15/2018		880,000		882,200
Airlines - 0.5%
Allegiant Travel Co., 5.50%, 7/15/2019		1,275,000		1,313,250
American Airlines Pass-Through Trust, Series 2013-2, Class A, 4.95%, 1/15/2023		2,019,426		2,203,598
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B7, 6.375%, 1/2/2016		710,000		729,454
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		2,285,000		2,345,781
Gol LuxCo S.A. (Brazil)7, 8.875%, 1/24/2022		540,000		413,945
Southwest Airlines Co., 2.75%, 11/6/2019		1,495,000		1,525,492
				8,531,520
Commercial Services & Supplies - 0.0%##
Modular Space Corp.7, 10.25%, 1/31/2019		860,000		696,600
Construction & Engineering - 0.1%
Abengoa Finance S.A.U. (Spain)7, 7.75%, 2/1/2020		1,100,000		1,095,600
Machinery - 0.3%
CNH Industrial Capital LLC, 3.875%, 11/1/2015		2,215,000		2,226,075
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.7, 8.875%, 8/1/2020		985,000		1,036,713
Waterjet Holdings, Inc.7, 7.625%, 2/1/2020		1,030,000		1,086,650
				4,349,438
Road & Rail - 0.1%
Burlington Northern Santa Fe LLC, 3.00%, 4/1/2025		600,000		600,697
Union Pacific Corp., 5.65%, 5/1/2017		815,000		886,997
Union Pacific Corp., 7.875%, 1/15/2019		495,000		600,756
				2,088,450
Trading Companies & Distributors - 0.8%
Air Lease Corp., 3.375%, 1/15/2019		1,850,000		1,900,875
Aircastle Ltd., 5.50%, 2/15/2022		830,000		886,025
Aviation Capital Group Corp.7, 3.875%, 9/27/2016		3,995,000		4,104,239
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		1,045,000		1,071,125
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		1,100,000		1,105,500
International Lease Finance Corp., 8.625%, 9/15/2015		555,000		568,181
International Lease Finance Corp., 5.75%, 5/15/2016		970,000		1,002,737
International Lease Finance Corp.6, 2.221%, 6/15/2016		1,525,000		1,517,375

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

43

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Trading Companies & Distributors (continued)
International Lease Finance Corp., 8.75%, 3/15/2017		1,490,000	$	1,655,539
				13,811,596
Total Industrials				35,835,258
Information Technology - 0.7%
Internet Software & Services - 0.2%
Alibaba Group Holding Ltd. (China)7, 2.50%, 11/28/2019		1,300,000		1,295,945
Tencent Holdings Ltd. (China)7, 3.375%, 5/2/2019		1,645,000		1,692,871
				2,988,816
IT Services - 0.1%
Xerox Corp., 2.80%, 5/15/2020		1,500,000		1,509,275
Semiconductors & Semiconductor Equipment - 0.2%
KLA-Tencor Corp., 4.125%, 11/1/2021		2,225,000		2,314,510
Xilinx, Inc., 3.00%, 3/15/2021		1,265,000		1,302,562
				3,617,072
Technology Hardware, Storage & Peripherals - 0.2%
Apple, Inc., 2.40%, 5/3/2023		645,000		628,178
EMC Corp., 2.65%, 6/1/2020		2,845,000		2,915,380
Hewlett-Packard Co., 5.50%, 3/1/2018		815,000		902,735
				4,446,293
Total Information Technology				12,561,456
Materials - 0.9%
Chemicals - 0.3%
Consolidated Energy Finance S.A. (Trinidad-Tobago)7, 6.75%, 10/15/2019		1,305,000		1,331,100
The Dow Chemical Co., 8.55%, 5/15/2019		2,305,000		2,861,899
LyondellBasell Industries N.V., 5.00%, 4/15/2019		500,000		549,561
The Mosaic Co., 4.25%, 11/15/2023		680,000		723,897
				5,466,457
Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)6,7, 3.271%, 12/15/2019		1,785,000		1,760,456
Metals & Mining - 0.3%
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		1,275,000		1,498,803
Freeport-McMoRan, Inc., 3.10%, 3/15/2020		110,000		108,711
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		1,585,000		1,666,385
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.7, 7.375%, 2/1/2020		985,000		1,012,087
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,260,000		1,255,788
				5,541,774
Paper & Forest Products - 0.2%
Domtar Corp., 4.40%, 4/1/2022		1,425,000		1,481,179
Georgia-Pacific LLC7, 3.163%, 11/15/2021		750,000		762,151
				2,243,330
Total Materials				15,012,017
Telecommunication Services - 0.7%
Diversified Telecommunication Services - 0.2%
Telefonica Emisiones S.A.U. (Spain), 6.221%, 7/3/2017		2,300,000		2,529,577
Windstream Corp., 7.875%, 11/1/2017		775,000		837,000
				3,366,577
Wireless Telecommunication Services - 0.5%
Altice Financing S.A. (Luxembourg)7, 6.50%, 1/15/2022		1,805,000		1,841,100
Crown Castle Towers LLC7, 6.113%, 1/15/2020		1,040,000		1,184,775
Crown Castle Towers LLC7, 4.883%, 8/15/2020		333,000		364,564
SBA Tower Trust7, 5.101%, 4/17/2017		575,000		598,008
SBA Tower Trust7, 2.933%, 12/15/2017		1,680,000		1,708,358
SBA Tower Trust7, 3.598%, 4/15/2018		1,500,000		1,498,149
Sixsigma Networks Mexico S.A. de C.V. (Mexico)7, 8.25%, 11/7/2021		710,000		749,050
T-Mobile USA, Inc., 6.836%, 4/28/2023		1,025,000		1,083,938
				9,027,942
Total Telecommunication Services				12,394,519

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

44

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Utilities - 0.3%
Independent Power and Renewable Electricity Producers - 0.3%
Abengoa Yield plc (Spain)7, 7.00%, 11/15/2019		1,295,000	$	1,337,088
ContourGlobal Power Holdings S.A. (France)7, 7.125%, 6/1/2019		1,275,000		1,330,463
NRG Energy, Inc., 6.25%, 7/15/2022		705,000		731,437
RJS Power Holdings LLC7, 5.125%, 7/15/2019		1,730,000		1,699,725
Total Utilities				5,098,713
Total Non-Convertible Corporate Bonds (Identified Cost $363,346,300)				370,450,888
TOTAL CORPORATE BONDS (Identified Cost $364,843,863)				371,894,857
U.S. TREASURY SECURITIES - 8.3%
U.S. Treasury Notes - 8.3%
U.S. Treasury Note, 0.875%, 5/15/2017		35,000,000		35,183,190
U.S. Treasury Note, 0.875%, 6/15/2017		25,000,000		25,117,200
U.S. Treasury Note, 1.375%, 3/31/2020		32,000,000		31,897,504
U.S. Treasury Note, 1.375%, 4/30/2020		51,000,000		50,832,669
TOTAL U.S. TREASURY SECURITIES (Identified Cost $142,974,923)				143,030,563
ASSET-BACKED SECURITIES - 0.6%
Alterna Funding I LLC, Series 2014-1A, Class NOTE7, 1.639%, 2/15/2021		1,124,064		1,127,576
AmeriCredit Automobile Receivables Trust, Series 2012-5, Class A3, 0.62%, 6/8/2017		171,453		171,461
Enterprise Fleet Financing LLC, Series 2014-2, Class A27, 1.05%, 3/20/2020		1,800,000		1,801,627
FDIC Trust, Series 2011-R1, Class A7, 2.672%, 7/25/2026		775,133		793,297
FNA Trust, Series 2014-1A, Class A7, 1.296%, 12/10/2022		792,890		793,138
Ford Credit Auto Owner Trust, Series 2012-D, Class A3, 0.51%, 4/15/2017		186,149		186,131
Hertz Vehicle Financing LLC, Series 2010-1A, Class A27, 3.74%, 2/25/2017		690,000		701,870
NextGear Floorplan Master Owner Trust, Series 2014-1A, Class A7, 1.92%, 10/15/2019		1,400,000		1,405,810
SpringCastle America Funding LLC, Series 2014-AA, Class A7, 2.70%, 5/25/2023		1,997,481		2,007,582
Starwood Retail Property Trust, Series 2014-STAR, Class A6,7, 1.402%, 11/15/2027		2,116,000		2,106,550
TOTAL ASSET-BACKED SECURITIES (Identified Cost $11,052,561)				11,095,042
COMMERCIAL MORTGAGE-BACKED SECURITIES - 8.1%
Americold LLC Trust, Series 2010-ARTA, Class A17, 3.847%, 1/14/2029		263,286		275,800
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A46, 5.727%, 5/10/2045		2,805,000		2,879,459
Banc of America Commercial Mortgage Trust, Series 2006-3, Class A46, 5.889%, 7/10/2044		1,951,014		2,027,201
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		1,032,811		1,068,274
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		717,930		719,771
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A46, 5.701%, 9/11/2038		729,167		755,673
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		1,046,964		1,089,846
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM6, 5.568%, 10/12/2041		1,600,000		1,690,099
BWAY Mortgage Trust, Series 2015-1740, Class A7, 2.917%, 1/13/2035		4,700,000		4,636,611
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A27, 3.759%, 4/15/2044		501,861		509,341
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A46, 5.225%, 7/15/2044		863,029		866,730
COBALT CMBS Commercial Mortgage Trust, Series 2006-C1, Class A4, 5.223%, 8/15/2048		3,957,059		4,139,776
Commercial Mortgage Pass-Through Certificates, Series 2005-GG5, Class A56, 5.224%,4/10/2037		4,126,865		4,138,866
Commercial Mortgage Pass-Through Certificates, Series 2006-GG7, Class A46, 5.819%, 7/10/2038		574,300		593,397
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A17, 3.156%, 7/10/2046		228,416		229,403
Commercial Mortgage Pass-Through Certificates, Series 2015-3BP, Class A7, 3.178%, 2/10/2035		4,700,000		4,776,544

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

45

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Commercial Mortgage Pass-Through Certificates, Series 2015-DC1, Class A5, 3.35%, 2/10/2048		5,000,000	$	5,168,595
Commercial Mortgage Pass-Through Certificates, Series 2015-LC19, Class A4, 3.183%, 2/10/2048		5,225,000		5,359,303
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A16,7, 2.50%, 5/25/2043		1,904,604		1,844,490
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A16,7, 2.13%, 2/25/2043		1,647,071		1,561,988
DB-UBS Mortgage Trust, Series 2011-LC1A, Class A17 , 3.742%, 11/10/2046		461,979		468,963
Extended Stay America Trust, Series 2013-ESH7, Class A277, 2.958%, 12/5/2031		1,875,000		1,903,868
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,293,697		1,300,208
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)6, 1.459%, 8/25/2020		19,051,733		1,105,401
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)6, 1.238%, 4/25/2021		8,853,584		550,312
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)6, 1.56%, 10/25/2021		5,853,092		482,582
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)6, 1.427%, 12/25/2021		9,018,332		683,283
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)6, 1.50%, 6/25/2022		12,678,720		1,088,303
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)6, 0.225%, 4/25/2023		65,470,309		993,708
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)6, 0.122%, 5/25/2023		41,660,400		371,861
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)6, 1.574%, 10/25/2018		8,773,670		422,961
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,705,000		1,713,556
FREMF Mortgage Trust, Series 2011-K701, Class B6,7, 4.286%, 7/25/2048		750,000		791,659
FREMF Mortgage Trust, Series 2011-K702, Class B6,7, 4.776%, 4/25/2044		885,000		948,933
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)7, 0.10%, 6/25/2046		164,563,616		1,012,725
FREMF Mortgage Trust, Series 2013-K502, Class B6,7, 2.721%, 3/25/2045		2,135,000		2,166,957
FREMF Mortgage Trust, Series 2013-K712, Class B6,7, 3.368%, 5/25/2045		885,000		909,035
FREMF Mortgage Trust, Series 2014-K37, Class B6,7, 4.558%, 1/25/2047		1,977,000		2,138,663
FREMF Mortgage Trust, Series 2014-K716, Class B6,7, 3.954%, 8/25/2047		2,885,000		2,992,031
FREMF Mortgage Trust, Series 2015-K42, Class B6,7, 3.853%, 12/25/2024		1,500,000		1,527,534
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX6,7, 3.382%, 12/15/2019		2,300,000		2,338,451
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class DFX6,7, 3.382%, 12/15/2019		1,000,000		982,995
GS Mortgage Securities Trust, Series 2010-C2, Class A17, 3.849%, 12/10/2043		946,747		965,165
GS Mortgage Securities Trust, Series 2013-GC14, Class A5, 4.243%, 8/10/2046		1,500,000		1,669,773
GS Mortgage Securities Trust, Series 2013-GC16, Class A4, 4.271%, 11/10/2046		4,500,000		5,014,166
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A46, 5.246%, 1/12/2043		1,750,000		1,759,238
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM6, 5.287%, 1/12/2043		495,000		502,842
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A46, 5.236%, 12/15/2044		315,422		317,916
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-CB15, Class A46, 5.814%, 6/12/2043		1,582,072		1,636,359
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A46, 5.905%, 4/15/2045		1,540,187		1,586,318
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP9, Class A3, 5.336%, 5/15/2047		6,239,868		6,516,688
JP Morgan Mortgage Trust, Series 2013-1, Class 1A26,7, 3.00%, 3/25/2043		1,349,074		1,339,009
JP Morgan Mortgage Trust, Series 2013-2, Class A26,7, 3.50%, 5/25/2043		1,545,815		1,580,354

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

46

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES			PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
JP Morgan Mortgage Trust, Series 2014-2, Class 1A16,7, 3.00%, 6/25/2029				1,808,173	$	1,852,374
JPMBB Commercial Mortgage Securities Trust, Series 2015-C27, Class A4, 3.179%, 2/15/2048				4,300,000		4,388,245
LB-UBS Commercial Mortgage Trust, Series 2006-C7, Class A3, 5.347%, 11/15/2038				3,000,000		3,156,771
Merrill Lynch Mortgage Trust, Series 2006-C1, Class A46, 5.676%, 5/12/2039				1,425,000		1,460,827
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A6, 5.23%, 9/15/2042				201,877		202,201
Morgan Stanley Capital I Trust, Series 2011-C1, Class A27, 3.884%, 9/15/2047				800,000		810,554
Motel 6 Trust, Series 2015-MTL6, Class B7, 3.298%, 2/5/2030				2,100,000		2,116,351
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX36,7, 3.75 %, 11/25/2054				2,091,913		2,153,480
OBP Depositor LLC Trust, Series 2010-OBP, Class A7, 4.646%, 7/15/2045				115,000		128,783
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)6,7, 1.486%, 12/15/2028				320,463		320,408
SCG Trust, Series 2013-SRP1, Class AJ6,7, 2.136%, 11/15/2026				3,550,000		3,560,892
Sequoia Mortgage Trust, Series 2013-2, Class A16, 1.874%, 2/25/2043				1,377,583		1,281,154
Sequoia Mortgage Trust, Series 2013-7, Class A26, 3.00%, 6/25/2043				1,172,419		1,154,878
Sequoia Mortgage Trust, Series 2013-8, Class A16, 3.00%, 6/25/2043				1,619,941		1,596,717
U.S. Small Business Administration, Series 2015-10A, Class 1, 2.517%, 3/10/2025				1,035,000		1,036,945
UBS-Barclays Commercial Mortgage Trust, Series 2012-C4, Class A5, 2.85%, 12/10/2045				2,131,819		2,168,000
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX7, 4.004%, 9/13/2028				350,000		381,116
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A46, 5.252%, 10/15/2044				419,898		421,651
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM6, 5.317%, 12/15/2044				1,150,000		1,168,157
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A36, 6.011%, 6/15/2045				850,000		881,305
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A27, 4.393%, 11/15/2043				545,000		601,335
Wells Fargo Commercial Mortgage Trust, Series 2015-C26, Class A4, 3.166%, 2/15/2048				5,300,000		5,398,130
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A27, 3.791%, 2/15/2044				940,000		949,875
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045				1,950,000		1,980,833
WinWater Mortgage Loan Trust, Series 2015-03, Class A56,7, 3.50%, 3/20/2045				2,961,850		3,055,489
WinWater Mortgage Loan Trust, Series 2015-1, Class A16,7, 3.50%, 1/20/2045				2,469,048		2,524,902
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $139,900,102)						138,864,357
FOREIGN GOVERNMENT BONDS - 1.3%
Bonos de la Tesoreria de la Republica en pesos (Chile), 6.00%, 1/1/2018	CLP			790,000,000		1,390,137
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2019	BRL			1,250,000		395,054
Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019				800,000		994,000
Canada Housing Trust No. 1 (Canada)7, 4.10%, 12/15/2018	CAD			390,000		356,828
Canadian Government Bond (Canada), 1.50%, 9/1/2017	CAD			1,600,000		1,351,188
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD			500,000		455,450
Indonesia Treasury Bond (Indonesia), 7.875%, 4/15/2019	IDR			12,000,000,000		934,079
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR			300,000		420,776
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR			630,000		921,661
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR	��		760,000		1,116,926
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY			101,000,000		849,803
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW			470,000,000		443,127
Korea Treasury Bond (South Korea), 2.00%, 12/10/2017	KRW			480,000,000		449,713
Malaysia Government Bond (Malaysia), 3.172%, 7/15/2016	MYR			4,335,000		1,217,331
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR			3,205,000		912,635
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN			26,195,000		1,759,320

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

47

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES		PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
FOREIGN GOVERNMENT BONDS (continued)
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN		6,000,000	$	411,737
Mexican Government Bond (Mexico), 5.00%, 6/15/2017	MXN		9,500,000		630,363
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		9,900,000		721,328
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		4,000,000		272,278
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		6,500,000		442,700
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		1,250,000		93,033
Norway Government Bond (Norway)7, 4.25%, 5/19/2017	NOK		1,610,000		228,445
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		855,000		671,895
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR		325,000		407,812
Spain Government Bond (Spain)7, 4.00%, 4/30/2020	EUR		515,000		671,954
Spain Government Bond (Spain)7, 5.40%, 1/31/2023	EUR		760,000		1,118,346
United Kingdom Gilt (United Kingdom), 2.00%, 1/22/2016	GBP		800,000		1,242,186
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP		380,000		587,379
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP		475,000		815,711
TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $24,166,132)					22,283,195
MUNICIPAL BONDS - 0.1%
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2022			600,000		411,276
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2023			2,000,000		1,334,080
TOTAL MUNICIPAL BONDS (Identified Cost $2,385,228)					1,745,356
U.S. GOVERNMENT AGENCIES - 12.8%
Mortgage-Backed Securities - 5.5%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			937,326		1,022,805
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			67,758		73,092
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			91,924		100,982
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			645,784		703,145
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			114,264		125,132
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			1,131,282		1,233,500
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			69,607		76,768
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			1,371,528		1,504,032
Fannie Mae, Pool #MA1890, 4.00%, 5/1/2034			1,448,281		1,564,147
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034			1,203,057		1,321,511
Fannie Mae, Pool #AS3677, 4.00%, 10/1/2034			2,454,786		2,650,537
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035			2,384,560		2,573,888
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			1,451,626		1,641,356
Fannie Mae, Pool #888021, 6.00%, 12/1/2036			217,591		248,568
Fannie Mae, Pool #909786, 5.50%, 3/1/2037			373,644		422,434
Fannie Mae, Pool #256673, 5.50%, 4/1/2037			1,567,068		1,771,693
Fannie Mae, Pool #995050, 6.00%, 9/1/2037			482,318		551,930
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037			1,650,188		1,884,433
Fannie Mae, Pool #933731, 5.50%, 4/1/2038			892,996		1,009,695
Fannie Mae, Pool #889576, 6.00%, 4/1/2038			1,005,559		1,150,944
Fannie Mae, Pool #889624, 5.50%, 5/1/2038			1,046,230		1,182,844
Fannie Mae, Pool #889579, 6.00%, 5/1/2038			963,025		1,101,251
Fannie Mae, Pool #889575, 6.00%, 6/1/2038			598,806		684,609
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			2,766,886		3,164,286
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038			734,142		840,430
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038			375,476		429,280
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038			120,093		137,391
Fannie Mae, Pool #890294, 5.50%, 1/1/2039			2,280,620		2,578,419

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

48

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		1,055,654	$	1,193,499
Fannie Mae, Pool #AD0258, 5.50%, 3/1/2039		573,225		648,076
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		1,343,535		1,463,459
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		328,709		371,631
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		2,283,335		2,490,105
Fannie Mae, Pool #890326, 5.50%, 1/1/2040		2,633,227		2,977,068
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		1,763,992		2,015,630
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		1,333,288		1,526,305
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		2,240,992		2,562,053
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		1,380,158		1,580,283
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		3,311,424		3,789,085
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,404,274		1,532,569
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		612,333		668,796
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		467,907		511,606
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,474,388		1,610,160
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		353,128		385,757
Fannie Mae, Pool #AK4940, 3.50%, 3/1/2042		1,571,950		1,649,652
Fannie Mae, Pool #AQ7871, 3.50%, 12/1/2042		1,282,869		1,345,968
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044		5,614,456		6,139,814
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		353,238		377,655
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		112,083		123,218
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		81,771		90,238
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		61,818		68,386
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		110,916		122,535
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		49,123		54,010
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		1,375,712		1,506,294
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		1,832,152		2,007,152
Freddie Mac, Pool #C91788, 4.00%, 10/1/2034		1,730,242		1,864,379
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		138,412		157,591
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		287,077		324,048
Freddie Mac, Pool #G03781, 6.00%, 1/1/2038		554,374		630,446
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		698,669		795,145
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		1,246,291		1,405,833
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		668,438		754,452
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		813,484		917,999
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		946,954		1,068,733
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		2,167,095		2,442,614
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		506,781		572,017
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		932,081		1,051,892
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		2,103,877		2,288,456
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		372,844		420,677
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		355,074		400,421
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		558,952		636,560
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		326,392		372,060
Freddie Mac, Pool #G07589, 5.50%, 6/1/2041		1,091,359		1,230,626
Freddie Mac, Pool #Q17719, 3.50%, 4/1/2043		1,949,730		2,042,738
Freddie Mac, Pool #C09068, 3.50%, 11/1/2044		1,679,725		1,759,030
Freddie Mac, Pool #G08615, 3.50%, 11/1/2044		1,887,952		1,977,087
Ginnie Mae, Pool #263096, 9.50%, 3/15/2020		1,059		1,065
Total Mortgage-Backed Securities (Identified Cost $90,591,971)				93,673,975
Other Agencies - 7.3%
Fannie Mae, 1.375%, 11/15/2016		6,000,000		6,074,844
Fannie Mae, 0.875%, 8/28/2017		45,000,000		45,124,335
Fannie Mae, 1.625%, 11/27/2018		15,400,000		15,639,916
Fannie Mae, 1.50%, 6/22/2020		13,000,000		12,940,434
Federal Home Loan Banks, 0.875%, 5/24/2017		15,000,000		15,059,220
Freddie Mac, 1.25%, 5/12/2017		19,000,000		19,204,174

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

49

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT 5 SHARES/ CONTRACTS		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Other Agencies (continued)
Freddie Mac, 3.75%, 3/27/2019		11,000,000	$	12,012,990
Total Other Agencies (Identified Cost $125,140,189)				126,055,913
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $215,732,160)				219,729,888
U.S. GOVERNMENT SECURITIES - 3.7%
U.S. Treasury Bills - 3.7%
U.S. Treasury Bill15,16, 0.104%, 7/23/2015 (Identified Cost $62,612,553)		62,625,000		62,623,184
SHORT-TERM INVESTMENT - 2.0%
Dreyfus Cash Management, Inc. - Institutional Shares17, 0.04%, (Identified Cost $34,138,622)		34,138,622		34,138,622
TOTAL INVESTMENTS - 99.5% (Identified Cost $1,617,233,862)				1,706,818,685
OTHER ASSETS, LESS LIABILITIES - 0.5%				8,580,574
NET ASSETS - 100%			$	1,715,399,259
PUT OPTIONS WRITTEN - 0.0%##
Flowserve Corp., Strike $55.00, Expiring May 15, 2015,		1,483	$	(81,565	)
Johnson & Johnson, Strike $95.00, Expiring June 19, 2015,		872		(86,328	)
Viacom, Inc. - Class B, Strike $62.50, Expiring June 19, 2015,		1,791		(71,640	)
TOTAL PUT OPTIONS WRITTEN (Premiums Received $373,643)				(239,533	)

FUTURES CONTRACTS: LONG POSITIONS OPEN AT APRIL 30, 2015:
CONTRACTS PURCHASED		ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE5		UNREALIZED APPRECIATION (DEPRECIATION)
	2,664	Euro Dollar Futures	CME	June 2015		663,935,400	$	(36,383	)
	3,992	U.S. Treasury Notes (2 Year)	CBOT	June 2015		875,308,379		1,043,596
	380	U.S. Ultra Treasury Bonds	CBOT	June 2015		62,510,000		(1,882,803	)
	Total							(875,590	)

FUTURES CONTRACTS: SHORT POSITIONS OPEN AT APRIL 30, 2015:
CONTRACTS SOLD		ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE5		UNREALIZED APPRECIATION (DEPRECIATION)
	34	U.S. Treasury Bonds (30 Year)	CBOT	June 2015		5,426,187	$	80,216
	746	U.S. Treasury Notes (10 Year)	CBOT	June 2015		95,767,750		110,280
	788	U.S. Treasury Notes (5 Year)	CBOT	June 2015		94,664,657		31,607
	335	Euro Dollar Futures	CME	December 2017		82,112,687		(8,996	)
	517	Euro Dollar Futures	CME	March 2018		126,593,913		(290,810	)
	517	Euro Dollar Futures	CME	June 2018		126,477,588		(278,233	)
	518	Euro Dollar Futures	CME	September 2018		126,612,150		(254,587	)
	182	Euro Dollar Futures	CME	December 2018		44,446,675		60,075
	Total							(550,448	)

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

50

Investment Portfolio - April 30, 2015

(unaudited)

ADR - American Depositary Receipt

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CBOT - Chicago Board of Trade

CLP - Chilean Peso

CME - Chicago Mercantile Exchange

EUR - Euro

GBP - British Pound

IDR - Indonesian Rupiah

Impt. - Improvement

IO - Interest only

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

NOK - Norwegian Krone

SGD - Singapore Dollar

##Less than 0.1%.

*Non-income producing security.

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

² A portion of this security is designated with the broker as collateral for options contracts written. As of April 30, 2015, the total value of such securities was $24,173,592.

³ The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on LIBOR plus a spread, in January 2022.

⁴ The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on LIBOR plus a spread, in June 2015.

⁵ Amount is stated in USD unless otherwise noted.

⁶ The coupon rate is floating and is the effective rate as of April 30, 2015.

⁷ Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $161,685,570 or 9.4%, of the Series’ net assets as of April 30, 2015 (see Note 2 to the financial state-ments).

⁸ Security is perpetual in nature and has no stated maturity date.

⁹ The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in May 2018.

¹⁰ The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in May 2019.

¹¹ The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in September 2019.

¹² The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on U.S. Treasury Yield Curve Rate Treasury Note Constant Maturity 5 Year plus a spread, in June 2017.

¹³ The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on LIBOR plus a spread, in June 2022.

¹⁴ Represents a Payment-In-Kind bond.

¹⁵ All or a portion of security has been pledged in connection with outstanding futures contracts.

¹⁶ Represents the annualized yield at time of purchase.

¹⁷ Rate shown is the current yield as of April 30, 2015.

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

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

51

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

April 30, 2015 (unaudited)

ASSETS:
Investments, at value (identified cost $1,617,233,862) (Note 2)	$	1,706,818,685
Cash		6,121
Deposits at broker for futures contracts		22,368,968
Foreign currency (identified cost $9,031)		9,146
Interest receivable		6,356,438
Receivable for securities sold		2,731,676
Receivable for fund shares sold		1,303,980
Dividends receivable		570,303
Foreign tax reclaims receivable		290,038
Variation margin receivable on futures contracts		1,501
Prepaid and other expenses		2,815
TOTAL ASSETS		1,740,459,671
LIABILITIES:
Options written, at value (premiums received $373,643) (Note 2)		239,533
Accrued foreign capital gains tax (Note 2)		1,897
Accrued management fees (Note 3)		1,065,397
Accrued shareholder services fees (Class S) (Note 3)		159,127
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		153,104
Accrued fund accounting and administration fees (Note 3)		119,772
Accrued transfer agent fees (Note 3)		65,504
Accrued Chief Compliance Officer service fees (Note 3)		385
Payable for securities purchased		18,082,392
Payable for fund shares repurchased		5,060,114
Other payables and accrued expenses		113,187
TOTAL LIABILITIES		25,060,412
TOTAL NET ASSETS	$	1,715,399,259
NET ASSETS CONSIST OF:
Capital stock	$	1,461,636
Additional paid-in-capital		1,596,829,099
Undistributed net investment income		5,902,138
Accumulated net realized gain (loss) on investments, foreign currency and translation of other assets and liabilities		22,945,261
Net unrealized appreciation (depreciation) on investments (net of foreign capital gains tax of $1,897), foreign currency and translation of other assets and liabilities		88,261,125
TOTAL NET ASSETS	$	1,715,399,259

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

52

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

April 30, 2015 (unaudited)

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($760,582,055/55,556,627 shares)	$	13.69
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($742,600,573/70,752,056 shares)	$	10.50
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($160,290,468/15,126,624 shares)	$	10.60
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($51,926,163/4,728,337 shares)	$	10.98

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

53

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

For the Six Months Ended April 30, 2015 (unaudited)

INVESTMENT INCOME:
Interest	$	12,261,359
Dividends (net of foreign taxes withheld, $132,176)		6,285,551
Total Investment Income		18,546,910
EXPENSES:
Management fees (Note 3)		6,400,735
Shareholder services fees (Class S) (Note 3)		967,044
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		776,874
Fund accounting and administration fees (Note 3)		136,919
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		122,584
Transfer agent fees (Note 3)		90,315
Directors’ fees (Note 3)		18,958
Chief Compliance Officer service fees (Note 3)		1,213
Custodian fees		81,713
Miscellaneous		147,583
Total Expenses		8,743,938
NET INVESTMENT INCOME		9,802,972
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		21,460,236
Futures contracts		894,328
Options written		1,753,244
Foreign currency and translation of other assets and liabilities		(161,887	)
		23,945,921
Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $534)		(2,662,709	)
Futures contracts		(1,588,247	)
Options written		296,330
Foreign currency and translation of other assets and liabilities		3,494
		(3,951,132	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		19,994,789
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	29,797,761

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

54

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

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	9,802,972		$	19,260,454
Net realized gain (loss) on investments and foreign currency		23,945,921			132,033,154
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(3,951,132	)		(63,951,670	)
Net increase from operations		29,797,761			87,341,938
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(4,349,924	)		(6,823,288	)
From net investment income (Class I)		(6,439,861	)		(9,033,853	)
From net investment income (Class C)		(499,270	)		(574,092	)
From net investment income (Class R)		(279,951	)		(423,877	)
From net realized gain on investments (Class S)		(52,892,236	)		(34,149,792	)
From net realized gain on investments (Class I)		(61,913,386	)		(33,270,484	)
From net realized gain on investments (Class C)		(12,937,429	)		(6,238,941	)
From net realized gain on investments (Class R)		(4,067,472	)		(2,485,190	)
Total distributions to shareholders		(143,379,529	)		(92,999,517	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		123,024,032			140,904,867
Net increase in net assets		9,442,264			135,247,288
NET ASSETS:
Beginning of period		1,705,956,995			1,570,709,707
End of period (including undistributed net investment income of $5,902,138 and $7,668,172, respectively)	$	1,715,399,259		$	1,705,956,995

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

55

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

	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	14.53		$	14.52		$	13.28		$	12.92		$	12.94		$	11.61
Income from investment operations:
Net investment income1		0.08			0.16			0.14			0.17			0.22			0.19
Net realized and unrealized gain (loss) on investments		0.13			0.59			1.55			0.77			0.14			1.28
Total from investment operations		0.21			0.75			1.69			0.94			0.36			1.47
Less distributions to shareholders:
From net investment income		(0.08	)		(0.12	)		(0.13	)		(0.20	)		(0.19	)		(0.14	)
From net realized gain on investments		(0.97	)		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—
Total distributions to shareholders		(1.05	)		(0.74	)		(0.45	)		(0.58	)		(0.38	)		(0.14	)
Net asset value - End of period	$	13.69		$	14.53		$	14.52		$	13.28		$	12.92		$	12.94
Net assets - End of period (000’s omitted)	$	760,582		$	788,276		$	793,812		$	707,222		$	682,409		$	633,304
Total return2		1.73	%		5.47	%		13.07	%		7.73	%		2.78	%		12.81	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.06	%3		1.06	%		1.06	%		1.07	%		1.07	%		1.09	%
Net investment income		1.12	%3		1.12	%		1.04	%		1.34	%		1.68	%		1.60	%
Series portfolio turnover		28	%		53	%		52	%		47	%		52	%		56	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

⁴Less than 0.01%.

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

56

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

	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.40		$	11.56		$	10.67		$	10.50		$	10.60		$	9.54
Income from investment operations:
Net investment income1		0.07			0.16			0.14			0.16			0.20			0.18
Net realized and unrealized gain (loss) on investments		0.10			0.46			1.23			0.62			0.11			1.06
Total from investment operations		0.17			0.62			1.37			0.78			0.31			1.24
Less distributions to shareholders:
From net investment income		(0.10	)		(0.16	)		(0.16	)		(0.23	)		(0.22	)		(0.18	)
From net realized gain on investments		(0.97	)		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—
Total distributions to shareholders		(1.07	)		(0.78	)		(0.48	)		(0.61	)		(0.41	)		(0.18	)
Net asset value - End of period	$	10.50		$	11.40		$	11.56		$	10.67		$	10.50		$	10.60
Net assets - End of period (000’s omitted)	$	742,601		$	719,847		$	614,016		$	496,286		$	352,611		$	294,000
Total return2		1.89	%		5.73	%		13.34	%		8.06	%		2.93	%		13.13	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		0.81	%3		0.81	%		0.81	%		0.82	%		0.82	%		0.84	%
Net investment income		1.37	%3		1.37	%		1.28	%		1.57	%		1.93	%		1.85	%
Series portfolio turnover		28	%		53	%		52	%		47	%		52	%		56	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

⁴Less than 0.01%.

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

57

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

	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			1/4/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.49		$	11.65		$	10.75		$	10.58		$	10.69		$	10.00
Income from investment operations:
Net investment income2		0.02			0.04			0.03			0.06			0.10			0.07
Net realized and unrealized gain (loss) on investments		0.10			0.47			1.25			0.62			0.11			0.67
Total from investment operations		0.12			0.51			1.28			0.68			0.21			0.74
Less distributions to shareholders:
From net investment income		(0.04	)		(0.05	)		(0.06	)		(0.13	)		(0.13	)		(0.05	)
From net realized gain on investments		(0.97	)		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—
Total distributions to shareholders		(1.01	)		(0.67	)		(0.38	)		(0.51	)		(0.32	)		(0.05	)
Net asset value - End of period	$	10.60		$	11.49		$	11.65		$	10.75		$	10.58		$	10.69
Net assets - End of period (000’s omitted)	$	160,290		$	150,654		$	112,601		$	81,457		$	58,316		$	32,019
Total return3		1.35	%		4.69	%		12.27	%		6.94	%		1.97	%		7.41	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.81	%4		1.81	%		1.81	%		1.82	%		1.82	%		1.84	%4
Net investment income		0.37	%4		0.37	%		0.29	%		0.57	%		0.92	%		0.85	%4
Series portfolio turnover		28	%		53	%		52	%		47	%		52	%		56	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

⁵Less than 0.01%.

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

58

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

	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD
	4/30/15 (UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			6/30/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.87		$	12.00		$	11.06		$	10.88		$	10.99		$	10.00
Income from investment operations:
Net investment income2		0.05			0.10			0.09			0.11			0.11			0.02
Net realized and unrealized gain (loss) on investments		0.10			0.49			1.28			0.65			0.16			0.97
Total from investment operations		0.15			0.59			1.37			0.76			0.27			0.99
Less distributions to shareholders:
From net investment income		(0.07	)		(0.10	)		(0.11	)		(0.20	)		(0.19	)		—
From net realized gain on investments		(0.97	)		(0.62	)		(0.32	)		(0.38	)		(0.19	)		—
Total distributions to shareholders		(1.04	)		(0.72	)		(0.43	)		(0.58	)		(0.38	)		—
Net asset value - End of period	$	10.98		$	11.87		$	12.00		$	11.06		$	10.88		$	10.99
Net assets - End of period (000’s omitted)	$	51,926		$	47,180		$	50,280		$	39,999		$	18,554		$	237
Total return3		1.58	%		5.24	%		12.77	%		7.48	%		2.50	%		9.90	%
Ratios (to average net assets)/ Supplemental Data:
Expenses		1.31	%4		1.31	%		1.31	%		1.33	%		1.32	%		1.34	%4
Net investment income		0.87	%4		0.87	%		0.80	%		1.04	%		1.05	%		0.65	%4
Series portfolio turnover		28	%		53	%		52	%		47	%		52	%		56	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

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

59

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

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (November 1, 2014 to April 30, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING ACCOUNT VALUE                   11/1/14	ENDING ACCOUNT VALUE                   4/30/15	EXPENSES PAID DURING PERIOD               11/1/14-4/30/15*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,023.70	$5.32	1.06%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.54	$5.31	1.06%
Class I
Actual	$1,000.00	$1,025.00	$4.07	0.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.78	$4.06	0.81%
Class C
Actual	$1,000.00	$1,019.00	$9.06	1.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.82	$9.05	1.81%
Class R
Actual	$1,000.00	$1,021.50	$6.57	1.31%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.30	$6.56	1.31%

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

60

Portfolio Composition - Pro-Blend^® Extended Term Series

As of April 30, 2015 (unaudited)

Sector Allocation3
Consumer Discretionary	16.1	%
Financials	12.9	%
Information Technology	10.6	%
Energy	7.2	%
Health Care	5.8	%
Industrials	5.5	%
Materials	5.3	%
Consumer Staples	5.2	%
Telecommunication Services	0.8	%
Utilities	0.3	%
3Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings4
Monsanto Co.	1.9	%
AMC Networks, Inc. - Class A	1.8	%
General Electric Co.	1.7	%
Cerner Corp.	1.6	%
Hess Corp.	1.5	%
Electronic Arts, Inc.	1.4	%
The Priceline Group, Inc.	1.4	%
Alcoa, Inc.	1.3	%
Twenty-First Century Fox, Inc. - Class A	1.3	%
Time Warner, Inc.	1.3	%
4As a percentage of total investments.

61

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 53.6%
Consumer Discretionary - 14.1%
Auto Components - 0.1%
F.C.C. Co. Ltd. (Japan)1		20,000	$	324,488
Hankook Tire Co. Ltd. (South Korea)1		13,890		583,729
Mando Corp. (South Korea)1		2,186		303,200
Musashi Seimitsu Industry Co. Ltd. (Japan)1		16,300		345,012
Nissin Kogyo Co. Ltd. (Japan)1		23,800		392,279
				1,948,708
Automobiles - 0.0%##
Hyundai Motor Co. (South Korea)1		2,540		398,630
Diversified Consumer Services - 0.3%
Apollo Education Group, Inc.*		80,595		1,352,787
H&R Block, Inc.		38,820		1,173,917
Kroton Educacional S.A. (Brazil)		377,954		1,387,401
				3,914,105
Hotels, Restaurants & Leisure - 0.7%
Accor S.A. (France)1		19,290		1,057,766
Hyatt Hotels Corp. - Class A*		8,370		485,879
Yum! Brands, Inc.		107,730		9,260,471
				10,804,116
Household Durables - 0.1%
DR Horton, Inc.		8,420		213,868
Lennar Corp. - Class A		4,743		217,229
LG Electronics, Inc. (South Korea)1		12,430		698,975
Nikon Corp. (Japan)1		40,000		568,739
Toll Brothers, Inc.*		6,091		216,474
TRI Pointe Homes, Inc.*		15,950		227,766
				2,143,051
Internet & Catalog Retail - 2.6%
ASOS plc (United Kingdom)*1		15,030		863,426
Groupon, Inc.*		300,290		2,078,007
MakeMyTrip Ltd. (India)*		11,820		250,348
Ocado Group plc (United Kingdom)*1		26,220		142,328
The Priceline Group, Inc.*		18,710		23,159,425
Rakuten, Inc. (Japan)1		79,580		1,390,298
TripAdvisor, Inc.*		182,380		14,679,766
				42,563,598
Media - 8.4%
AMC Networks, Inc. - Class A*		387,020		29,196,789
Discovery Communications, Inc. - Class A*		139,770		4,522,957
Gannett Co., Inc.		353,799		12,142,382
Global Mediacom Tbk PT (Indonesia)1		2,872,020		342,836
ITV plc (United Kingdom)1		108,600		421,639
Liberty Global plc - ClassA-ADR (United Kingdom)*		139,161		7,255,855
Mediaset Espana Comunicacion S.A. (Spain)*1		124,680		1,689,997
Modern Times Group AB - Class B (Sweden)1		6,047		201,095
Morningstar, Inc.		16,950		1,286,335
Sinclair Broadcast Group, Inc. - Class A		443,493		13,588,626
Sky plc (United Kingdom)1		17,032		280,821
Time Warner, Inc.		253,360		21,386,118
Tribune Media Co. - Class A		160,280		8,986,900
Twenty-First Century Fox, Inc. - Class A		628,250		21,410,760
Viacom, Inc. - Class B		254,840		17,698,638
				140,411,748
Specialty Retail - 0.4%
Advance Auto Parts, Inc.		22,240		3,180,320
Dick’s Sporting Goods, Inc.		33,650		1,825,849
Groupe Fnac S.A. (France)*1		279		16,789
Kingfisher plc (United Kingdom)1		100,520		540,044
Komeri Co. Ltd. (Japan)1		20,000		450,092
Sa Sa International Holdings Ltd. (Hong Kong)1		1,404,000		714,294
				6,727,388
Textiles, Apparel & Luxury Goods - 1.5%
Adidas AG (Germany)1		5,320		435,901
Belle International Holdings Ltd. (Hong Kong)1		935,000		1,200,046
Daphne International Holdings Ltd. - Class H (China)1		756,000		210,690
Gildan Activewear, Inc. (Canada)		31,620		1,002,670
Kering (France)1		4,330		800,777
lululemon athletica, Inc.*		331,979		21,127,144
				24,777,228
Total Consumer Discretionary				233,688,572
Consumer Staples - 4.3%
Beverages - 2.6%
AMBEV S.A. - ADR (Brazil)		1,360,275		8,610,541
Anheuser-Busch InBev N.V. (Belgium)1		117,424		14,296,193
Carlsberg A/S - Class B (Denmark)1		10,540		960,917

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

62

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Beverages (continued)
Cia Cervecerias Unidas S.A. - ADR (Chile)		23,590	$	515,913
Diageo plc (United Kingdom)1		541,200		15,024,900
Remy Cointreau S.A. (France)1		1,770		133,166
SABMiller plc (United Kingdom)1		17,480		925,261
Treasury Wine Estates Ltd. (Australia)1		249,140		1,092,672
Tsingtao Brewery Co. Ltd. - Class H (China)1		142,000		902,153
				42,461,716
Food & Staples Retailing - 0.2%
Carrefour S.A. (France)1		37,727		1,300,787
Casino Guichard-Perrachon S.A. (France)1		2,930		259,093
Dairy Farm International Holdings Ltd. (Hong Kong)1		74,870		706,773
Tesco plc (United Kingdom)1		177,392		597,926
Wal-Mart de Mexico S.A.B. de C.V. - Class V (Mexico)		299,450		704,611
				3,569,190
Food Products - 1.4%
Biostime International Holdings Ltd. - Class H (China)1		123,270		564,987
Charoen Pokphand Foods PCL (Thailand)1		1,364,930		922,851
Danone S.A. (France)1		21,050		1,523,225
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)*		292,750		784,826
Ingredion, Inc.		4,550		361,270
Keurig Green Mountain, Inc.		13,300		1,547,721
M Dias Branco S.A. (Brazil)		17,200		489,806
Nestle S.A. (Switzerland)1		17,106		1,327,156
Post Holdings, Inc.*		44,130		2,071,462
Sao Martinho S.A. (Brazil)		43,480		547,802
Suedzucker AG (Germany)1		59,456		896,130
Tiger Brands Ltd. (South Africa)1		12,070		314,149
Unilever plc - ADR (United Kingdom)		277,939		12,179,287
				23,530,672
Household Products - 0.0%##
Reckitt Benckiser Group plc (United Kingdom)1		6,950		618,577
Personal Products - 0.0%##
Beiersdorf AG (Germany)1		3,060		266,177
Tobacco - 0.1%
Gudang Garam Tbk PT (Indonesia)1		114,710		440,874
Japan Tobacco, Inc. (Japan)1		8,600		300,319
Swedish Match AB (Sweden)1		30,360		934,605
				1,675,798
Total Consumer Staples				72,122,130
Energy - 5.6%
Energy Equipment & Services - 2.7%
Cameron International Corp.*		287,690		15,771,166
CGG S.A. (France)*1		11,088		78,538
Core Laboratories N.V. - ADR		2,670		350,518
Petroleum Geo-Services ASA (Norway)1		26,540		176,219
Saipem S.p.A. (Italy)*1		31,380		416,044
Schlumberger Ltd.		174,633		16,522,028
Spectrum ASA (Norway)1		59,940		281,801
TGS Nopec Geophysical Co. ASA (Norway)1		37,800		961,972
Trican Well Service Ltd. (Canada)		17,090		72,241
Weatherford International plc - ADR*2		712,560		10,367,748
				44,998,275
Oil, Gas & Consumable Fuels - 2.9%
Apache Corp.		73,550		5,030,820
Cameco Corp. (Canada)		104,216		1,832,117
Cameco Corp. (Canada)		10,390		182,740
Cloud Peak Energy, Inc.*		37,587		243,940
Concho Resources, Inc.*		9,370		1,186,804
Continental Resources, Inc.*		23,520		1,237,858
Cosan S.A. Industria e Comercio (Brazil)		26,870		258,984
Denbury Resources, Inc.		14,440		127,216
Diamondback Energy, Inc.*		1,840		151,929
Encana Corp. (Canada)		63,760		906,030
Energen Corp.		1,920		136,646
EOG Resources, Inc.		38,337		3,793,446
Hess Corp.		313,721		24,125,145
Koninklijke Vopak N.V. (Netherlands)1		5,900		309,679
Parsley Energy, Inc. - Class A*		7,590		131,611
Peabody Energy Corp.		44,470		210,343
Pioneer Natural Resources Co.		6,610		1,142,076
Range Resources Corp.		99,950		6,352,822
Royal Dutch Shell plc - Class B (Netherlands)1		24,549		785,951
RSP Permian, Inc.*		4,470		129,719

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

63

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Whitehaven Coal Ltd. (Australia)*1		120,460	$	157,003
				48,432,879
Total Energy				93,431,154
Financials - 5.4%
Banks - 0.7%
ICICI Bank Ltd. - ADR (India)		47,750		521,907
Popular, Inc.*		328,640		10,657,795
Synovus Financial Corp.		45,140		1,248,572
				12,428,274
Capital Markets - 0.1%
Daiwa Securities Group, Inc. (Japan)1		90,000		746,623
Financial Engines, Inc.		36,500		1,539,205
				2,285,828
Consumer Finance - 0.9%
SLM Corp.*		1,460,300		14,880,457
Diversified Financial Services - 0.1%
Berkshire Hathaway, Inc. - Class		1,330		187,809
JSE Ltd. (South Africa)1		53,080		593,791
				781,600
Insurance - 0.1%
Admiral Group plc (United Kingdom)1		18,570		442,811
Mapfre S.A. (Spain)1		282,140		1,048,462
Zurich Insurance Group AG (Switzerland)1		1,910		589,528
				2,080,801
Real Estate Investment Trusts (REITS) - 2.6%
Agree Realty Corp.		19,470		599,287
Alexandria Real Estate Equities, Inc.		6,220		574,604
Alstria Office REIT AG (Germany)1		105,980		1,501,688
American Campus Communities, Inc.		7,060		283,388
Apartment Investment & Management Co. - Class A		14,410		543,689
AvalonBay Communities, Inc.		2,830		465,082
Axia Real Estate SOCIMI S.A. (Spain)*1		12,440		166,641
BioMed Realty Trust, Inc.		14,996		311,167
Brixmor Property Group, Inc.		34,210		802,225
Camden Property Trust		5,640		423,451
CatchMark Timber Trust, Inc. - Class A		28,950		335,820
Chesapeake Lodging Trust		18,020		572,135
Columbia Property Trust, Inc.		12,620		331,023
CoreSite Realty Corp.		11,800		567,344
Crown Castle International Corp.		7,850		655,711
CubeSmart		28,520		657,956
DCT Industrial Trust, Inc.		13,670		451,657
DDR Corp.		34,350		585,667
Digital Realty Trust, Inc.		6,891		436,958
Douglas Emmett, Inc.		11,300		322,050
Duke Realty Corp.		23,530		466,129
DuPont Fabros Technology, Inc.		9,822		305,955
Education Realty Trust, Inc.		12,546		421,796
Equity LifeStyle Properties, Inc.		6,240		329,597
Equity One, Inc.		19,170		472,157
Equity Residential		6,750		498,555
Essex Property Trust, Inc.		2,370		526,021
Extra Space Storage, Inc.		4,580		301,959
Fibra Shop Portafolios Inmobiliarios SAPI de CV (Mexico)		217,467		249,332
General Growth Properties, Inc.		17,330		474,842
Health Care REIT, Inc.		6,140		442,203
Healthcare Trust of America, Inc. - Class A		12,830		332,169
Home Properties, Inc.		4,630		340,583
Host Hotels & Resorts, Inc.		25,260		508,736
Inland Real Estate Corp.		45,780		471,076
Kite Realty Group Trust		17,362		454,884
Lamar Advertising Co. - Class A		8,290		480,488
LaSalle Hotel Properties		15,480		567,961
Liberty Property Trust		12,920		450,133
Mack-Cali Realty Corp.		20,400		366,180
Mid-America Apartment Communities, Inc.		5,520		411,847
Outfront Media, Inc.		69,156		1,986,160
Paramount Group, Inc.		30,710		562,607
Pebblebrook Hotel Trust		7,000		300,580
Physicians Realty Trust		45,450		754,470
Plum Creek Timber Co., Inc.		29,426		1,241,777
Prologis, Inc.		7,480		300,696
Public Storage		3,020		567,488
Rexford Industrial Realty, Inc.		20,270		301,212
Sabra Health Care REIT, Inc.		10,960		327,485
Scentre Group (Australia)1		105,240		310,003
Simon Property Group, Inc.		9,080		1,647,929
Sovran Self Storage, Inc.		7,450		650,683
Taubman Centers, Inc.		4,540		326,925
Terreno Realty Corp., Reit		14,930		317,710

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

64

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
UDR, Inc.		15,580	$	510,557
Urban Edge Properties		28,150		637,035
Ventas, Inc.		6,350		437,515
Washington Real Estate Investment Trust		10,560		261,043
Westfield Corp. (Australia)1		78,220		581,550
Weyerhaeuser Co.		348,667		10,986,497
WP GLIMCHER, Inc.		18,860		282,900
				42,752,968
Real Estate Management & Development - 0.9%
BR Malls Participacoes S.A. (Brazil)		23,640		128,833
First Capital Realty, Inc. (Canada)		20,450		338,997
Forest City Enterprises, Inc. - Class A*		19,660		467,122
Forestar Group, Inc.*		20,730		305,975
General Shopping Brasil S.A. (Brazil)*		107,859		191,522
Realogy Holdings Corp.*		276,609		13,114,033
				14,546,482
Total Financials				89,756,410
Health Care - 5.3%
Biotechnology - 0.1%
Green Cross Corp. (South Korea)1		3,046		501,866
Seattle Genetics, Inc.*		41,670		1,430,948
				1,932,814
Health Care Equipment & Supplies - 0.5%
BioMerieux (France)1		1,250		134,852
Carl Zeiss Meditec AG (Germany)1		23,550		598,275
Halyard Health, Inc.*		22,100		1,071,408
HeartWare International, Inc.*		24,950		1,888,965
Neogen Corp.*		4,000		178,160
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)1		2,885,410		2,666,592
Thoratec Corp.*		38,670		1,551,054
				8,089,306
Health Care Providers & Services - 0.9%
Air Methods Corp.*		3,480		159,036
Express Scripts Holding Co.*		124,130		10,724,832
Fresenius Medical Care AG & Co. KGaA (Germany)1		10,780		905,970
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		21,970		922,081
KPJ Healthcare Berhad (Malaysia)1		283,070		338,262
Life Healthcare Group Holdings Ltd. (South Africa)1		123,210		423,159
Odontoprev S.A. (Brazil)		255,650		896,869
Quest Diagnostics, Inc.		13,200		942,744
Siloam International Hospitals Tbk PT (Indonesia)*1		375,600		411,458
				15,724,411
Health Care Technology - 1.6%
Cerner Corp.*		375,780		26,984,762
Life Sciences Tools & Services - 0.1%
Gerresheimer AG (Germany)1		10,250		580,117
QIAGEN N.V.*1		10,730		258,008
				838,125
Pharmaceuticals - 2.1%
AstraZeneca plc - ADR (United Kingdom)		14,220		973,786
GlaxoSmithKline plc (United Kingdom)1		14,575		336,632
Indivior plc (United Kingdom)*1		6,950		21,283
Johnson & Johnson2		104,720		10,388,224
Merck & Co., Inc.		182,860		10,891,142
Novartis AG - ADR (Switzerland)		7,770		790,986
Novo Nordisk A/S - Class B (Denmark)1		4,970		279,019
Otsuka Holdings Co. Ltd. (Japan)1		13,200		416,652
Roche Holding AG (Switzerland)1		2,320		663,880
Sanofi (France)1		4,075		414,797
Sanofi - ADR (France)		150,390		7,602,215
Shire plc - ADR (Ireland)		1,710		416,402
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		15,530		938,323
				34,133,341
Total Health Care				87,702,759
Industrials - 4.0%
Airlines - 0.2%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		334,807		850,410
Latam Airlines Group S.A. - ADR (Chile)*		32,203		308,183
Republic Airways Holdings, Inc.*		185,580		2,271,499
Ryanair Holdings plc - ADR (Ireland)		5,140		333,329
				3,763,421
Building Products - 0.1%
Masco Corp.		65,160		1,726,088

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

65

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)1		59,476	$	1,500,282
MiX Telematics Ltd. - ADR (South Africa)*		36,650		256,550
Rollins, Inc.		8,535		211,668
Stericycle, Inc.*		1,290		172,125
				2,140,625
Electrical Equipment - 0.1%
Alstom S.A. (France)*1		32,120		1,009,029
Franklin Electric Co., Inc.		4,570		165,251
Nexans S.A. (France)*1		6,241		244,560
Schneider Electric SE (France)1		8,391		627,215
				2,046,055
Industrial Conglomerates - 1.9%
General Electric Co.		1,033,590		27,989,617
Siemens AG (Germany)1		27,320		2,971,925
				30,961,542
Machinery - 1.2%
AGCO Corp.		6,270		322,968
ANDRITZ AG (Austria)1		13,130		768,720
Deere & Co.		1,530		138,496
FANUC Corp. (Japan)1		4,980		1,095,414
Flowserve Corp.		2,860		167,396
Joy Global, Inc.		347,506		14,817,656
Pall Corp.		2,560		249,139
Pentair plc (United Kingdom)		8,020		498,443
SKF AB - Class B (Sweden)1		5,250		128,231
Sulzer AG (Switzerland)1		2,490		277,854
Xylem, Inc.		14,530		537,901
				19,002,218
Marine - 0.0%##
Sinotrans Shipping Ltd. - Class H (China)*1		171,400		47,827
Road & Rail - 0.4%
Genesee & Wyoming, Inc.*		10,190		947,161
Heartland Express, Inc.		55,140		1,153,529
Hertz Global Holdings, Inc.*		96,960		2,020,646
Kansas City Southern		2,100		215,229
Swift Transportation Co.*		48,460		1,172,732
Union Pacific Corp.		2,520		267,700
				5,776,997
Trading Companies & Distributors - 0.0%##
Brenntag AG (Germany)1		11,360		681,608
Total Industrials				66,146,381
Information Technology - 10.1%
Communications Equipment - 1.3%
ARRIS Group, Inc.*		54,310		1,828,889
Ixia*		160,920		1,927,822
Juniper Networks, Inc.		619,540		16,374,442
Polycom, Inc.*		110,350		1,440,067
				21,571,220
Electronic Equipment, Instruments & Components - 0.4%
Cognex Corp.*		4,300		193,027
FLIR Systems, Inc.		41,160		1,271,432
Hitachi Ltd. (Japan)1		202,000		1,378,226
Keyence Corp. (Japan)1		1,009		538,654
PAX Global Technology Ltd. (Hong Kong)*1		466,000		677,004
Trimble Navigation Ltd.*		84,240		2,142,223
				6,200,566
Internet Software & Services - 3.7%
Alibaba Group Holding Ltd. - ADR (China)*		14,360		1,167,324
Baidu, Inc. - ADR (China)*		4,030		807,128
eBay, Inc.*		303,540		17,684,240
Google, Inc. - Class A*2		30,370		16,666,145
Google, Inc. - Class C*		32,820		17,635,503
MercadoLibre, Inc. (Argentina)		11,790		1,678,071
Q2 Holdings, Inc.*		22,140		450,549
Qihoo 360 Technology Co. Ltd. - ADR (China)*		61,088		3,683,606
Tencent Holdings Ltd. - Class H (China)1		39,600		817,300
Zillow Group, Inc. - Class A*		9,580		935,391
				61,525,257
IT Services - 1.9%
Amdocs Ltd. - ADR		7,400		407,518
EVERTEC, Inc.		147,950		3,067,004
MasterCard, Inc. - Class A		109,270		9,857,247
Sabre Corp.		93,570		2,328,957
VeriFone Systems, Inc.*		314,560		11,251,811
Visa, Inc. - Class A2		85,400		5,640,670
				32,553,207
Semiconductors & Semiconductor Equipment - 0.0%##
GCL-Poly Energy Holdings Ltd. (Hong Kong)*1		488,000		147,587
Software - 1.8%
Aspen Technology, Inc.*		3,000		133,170

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

66

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software (continued)
AVEVA Group plc (United Kingdom)1		78,699	$	2,042,765
Computer Modelling Group Ltd. (Canada)		17,470		192,727
Electronic Arts, Inc.*		403,260		23,425,373
Nuance Communications, Inc.*		10,590		162,345
SAP SE (Germany)1		26,910		2,033,457
TOTVS S.A. (Brazil)		96,938		1,136,056
Yodlee, Inc.*		81,810		1,042,259
				30,168,152
Technology Hardware, Storage & Peripherals - 1.0%
EMC Corp.2		493,020		13,267,168
Samsung Electronics Co. Ltd. (South Korea)1		2,260		2,964,790
Stratasys Ltd.*		1,510		56,549
				16,288,507
Total Information Technology				168,454,496
Materials - 4.5%
Chemicals - 3.0%
FMC Corp.		26,190		1,553,329
Monsanto Co.		279,158		31,812,846
The Mosaic Co.		302,998		13,331,912
Novozymes A/S - Class B (Denmark)1		3,590		165,630
Potash Corp. of Saskatchewan, Inc. (Canada)		3,830		125,011
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		36,399		794,954
Syngenta AG (Switzerland)1		2,870		960,388
Tronox Ltd. - Class A		6,820		142,879
Umicore S.A. (Belgium)1		8,719		433,393
Wacker Chemie AG (Germany)1		1,510		187,283
				49,507,625
Construction Materials - 0.0%##
Holcim Ltd. (Switzerland)1		1,790		143,792
Metals & Mining - 1.5%
Alcoa, Inc.		1,615,463		21,679,513
Alumina Ltd. (Australia)1		306,621		372,070
Iluka Resources Ltd. (Australia)1		56,970		363,033
Impala Platinum Holdings Ltd. (South Africa)*1		50,510		281,113
Norsk Hydro ASA (Norway)1		49,540		234,612
Stillwater Mining Co.*		131,867		1,770,974
Teck Resources Ltd. - Class B (Canada)		40,854		620,164
ThyssenKrupp AG (Germany)1		15,740		418,204
				25,739,683
Total Materials				75,391,100
Telecommunication Services - 0.3%
Diversified Telecommunication Services - 0.1%
Telefonica S.A. - ADR (Spain)		90,606		1,373,587
Telenor ASA - ADR (Norway)		10,210		690,400
				2,063,987
Wireless Telecommunication Services - 0.2%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		53,559		1,118,848
China Mobile Ltd. - Class H (China)1		53,000		757,014
Telephone & Data Systems, Inc.		61,410		1,640,261
				3,516,123
Total Telecommunication Services				5,580,110
TOTAL COMMON STOCKS
(Identified Cost $791,236,634)				892,273,112
PREFERRED STOCKS - 0.2%
Energy - 0.0%##
Oil, Gas & Consumable Fuels - 0.0%##
Petroleo Brasileiro S.A. - ADR (Brazil)		16,355		141,961
Financials - 0.2%
Banks - 0.0%##
U.S. Bancorp., Series F (non-cumulative), 6.50%3		30,400		905,312
Insurance - 0.1%
Principal Financial Group, Inc., Series A (non-cumulative), 5.563%4		14,000		1,397,200
Real Estate Investment Trusts (REITS) - 0.1%
Public Storage, Series Q, 6.50%		39,780		1,030,700
Total Financials				3,333,212
TOTAL PREFERRED STOCKS
(Identified Cost $3,288,938)				3,475,173

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

67

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5		VALUE   (NOTE 2)
LOAN ASSIGNMENTS - 0.2%
Alere, Inc., Term B6, 4.25%, 6/30/2017		1,567,727	$	1,575,957
Valeant Pharmaceuticals International, Inc., Term Loan D26, 3.50%, 2/13/2019		2,000,000		2,005,760
TOTAL LOAN ASSIGNMENTS
(Identified Cost $3,558,502)				3,581,717
CORPORATE BONDS - 15.7%
Convertible Corporate Bonds - 0.1%
Consumer Discretionary - 0.1%
Internet & Catalog Retail - 0.1%
The Priceline Group, Inc., 0.35%, 6/15/2020
(Identified Cost $1,528,125)		1,250,000		1,473,438
Non-Convertible Corporate Bonds - 15.6%
Consumer Discretionary - 1.9%
Auto Components - 0.1%
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.875%, 2/1/2022		825,000		852,761
Techniplas LLC7, 10.00%, 5/1/2020		360,000		370,800
				1,223,561
Automobiles - 0.2%
Ford Motor Credit Co. LLC, 5.00%, 5/15/2018		2,007,000		2,184,650
Ford Motor Credit Co. LLC, 8.125%, 1/15/2020		1,045,000		1,301,019
				3,485,669
Diversified Consumer Services - 0.2%
Block Financial LLC, 5.50%, 11/1/2022		2,760,000		3,028,595
Hotels, Restaurants & Leisure - 0.1%
International Game Technology plc (United Kingdom)7, 6.25%, 2/15/2022		885,000		873,937
Wynn Las Vegas LLC - Wynn Las Vegas Capital Corp.7, 5.50%, 3/1/2025		815,000		818,056
				1,691,993
Household Durables - 0.3%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)7, 6.125%, 7/1/2022		905,000		936,675
Meritage Homes Corp., 7.15%, 4/15/2020		490,000		531,650
Meritage Homes Corp., 7.00%, 4/1/2022		750,000		802,500
NVR, Inc., 3.95%, 9/15/2022		500,000		518,655
TRI Pointe Holdings, Inc.7, 4.375%, 6/15/2019		1,245,000		1,226,325
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		1,130,000		1,084,800
				5,100,605
Media - 0.7%
21st Century Fox America, Inc., 6.90%, 3/1/2019		1,080,000		1,275,394
CCO Holdings LLC - CCO Holdings Capital Corp.7, 5.125%, 5/1/2023		575,000		569,250
CCO Holdings LLC - CCO Holdings Capital Corp.7, 5.375%, 5/1/2025		670,000		658,275
Cogeco Cable, Inc. (Canada)7, 4.875%, 5/1/2020		1,155,000		1,185,319
Columbus International, Inc. (Barbados)7, 7.375%, 3/30/2021		1,260,000		1,371,825
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		1,515,000		1,704,224
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 4.45%, 4/1/2024		1,410,000		1,488,166
Discovery Communications LLC, 5.05%, 6/1/2020		1,350,000		1,499,912
Sirius XM Radio, Inc.7, 5.375%, 4/15/2025		885,000		889,425
Time Warner, Inc., 4.875%, 3/15/2020		1,200,000		1,342,332
				11,984,122
Multiline Retail - 0.1%
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		1,270,000		1,264,628
Specialty Retail - 0.1%
The TJX Companies, Inc., 2.75%, 6/15/2021		1,510,000		1,545,547
Textiles, Apparel & Luxury Goods - 0.1%
Coach, Inc., 4.25%, 4/1/2025		1,515,000		1,522,573
VF Corp., 5.95%, 11/1/2017		880,000		980,399
				2,502,972
Total Consumer Discretionary				31,827,692

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

68

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL   AMOUNT5		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples - 0.9%
Beverages - 0.3%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		1,050,000	$	1,265,073
DS Services of America, Inc.7, 10.00%, 9/1/2021		635,000		746,125
Pernod-Ricard S.A. (France)7, 5.75%, 4/7/2021		1,320,000		1,522,345
SABMiller plc (United Kingdom)7, 6.50%, 7/15/2018		1,000,000		1,140,423
				4,673,966
Food & Staples Retailing - 0.2%
C&S Group Enterprises LLC7, 5.375%, 7/15/2022		1,115,000		1,106,637
KeHE Distributors LLC - KeHE Finance Corp.7, 7.625%, 8/15/2021		870,000		922,200
Shearer’s Foods LLC - Chip Finance Corp.7, 9.00%, 11/1/2019		685,000		746,650
				2,775,487
Food Products - 0.1%
HJ Heinz Finance Co., 6.75%, 3/15/2032		670,000		837,500
Pinnacle Operating Corp.7, 9.00%, 11/15/2020		1,285,000		1,301,063
				2,138,563
Household Products - 0.2%
Energizer Holdings, Inc., 4.70%, 5/19/2021		1,300,000		1,379,319
HRG Group, Inc., 7.875%, 7/15/2019		1,195,000		1,269,538
HRG Group, Inc., 7.75%, 1/15/2022		940,000		943,525
				3,592,382
Tobacco - 0.1%
Vector Group Ltd., 7.75%, 2/15/2021		980,000		1,048,600
Total Consumer Staples				14,228,998
Energy - 1.5%
Energy Equipment & Services - 0.3%
Baker Hughes, Inc., 7.50%, 11/15/2018		935,000		1,114,293
Calfrac Holdings LP (Canada)7, 7.50%, 12/1/2020		900,000		816,750
Ensco plc, 5.20%, 3/15/2025		1,195,000		1,231,820
Parker Drilling Co., 6.75%, 7/15/2022		840,000		709,800
Schlumberger Oilfield plc7, 4.20%, 1/15/2021		400,000		437,368
Seventy Seven Operating LLC, 6.625%, 11/15/2019		690,000		548,550
Shelf Drilling Holdings Ltd. (United Arab Emirates)7, 8.625%, 11/1/2018		855,000		741,713
				5,600,294
Oil, Gas & Consumable Fuels - 1.2%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		500,000		510,913
Buckeye Partners LP, 4.15%, 7/1/2023		1,275,000		1,267,893
CNOOC Nexen Finance 2014 ULC (China), 1.625%, 4/30/2017		1,345,000		1,348,067
El Paso Natural Gas Co. LLC, 8.625%, 1/15/2022		375,000		468,543
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021		990,000		408,375
FTS International, Inc., 6.25%, 5/1/2022		705,000		560,475
Hiland Partners LP - Hiland Partners Finance Corp.7, 7.25%, 10/1/2020		1,450,000		1,573,250
Kinder Morgan, Inc.7, 5.625%, 11/15/2023		1,100,000		1,213,067
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		1,270,000		1,346,200
Petrobras Global Finance B.V. (Brazil)6, 1.896%, 5/20/2016		3,642,000		3,523,635
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018		1,370,000		1,496,821
Petroleos Mexicanos (Mexico)7, 4.50%, 1/23/2026		1,905,000		1,933,575
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		1,285,000		1,314,337
Talisman Energy, Inc. (Canada), 3.75%, 2/1/2021		3,140,000		3,133,010
				20,098,161
Total Energy				25,698,455
Financials - 7.2%
Banks - 2.7%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)8,9, 9.00%		1,400,000		1,513,750
Banco Santander S.A. (Spain)8,10, 6.375%		1,400,000		1,377,250
Bank of America Corp., 5.70%, 5/2/2017		910,000		978,048

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

69

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES		PRINCIPAL   AMOUNT5		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
The Bank of Nova Scotia (Canada), 1.85%, 4/14/2020			4,690,000	$	4,671,320
Barclays Bank plc (United Kingdom), 5.14%, 10/14/2020			1,100,000		1,216,911
Barclays Bank plc (United Kingdom)7, 10.179%, 6/12/2021			1,250,000		1,687,246
Barclays Bank plc (United Kingdom), 3.75%, 5/15/2024			500,000		519,585
Barclays plc (United Kingdom)8,11, 6.625%			800,000		793,122
BBVA Bancomer S.A. (Mexico)7, 6.75%, 9/30/2022			1,670,000		1,897,538
BPCE S.A. (France)6,8, 2.31%			1,000,000		837,950
CIT Group, Inc., 5.25%, 3/15/2018			830,000		860,295
Citigroup, Inc., 1.80%, 2/5/2018			1,315,000		1,317,317
Citigroup, Inc., 3.875%, 3/26/2025			1,425,000		1,408,701
Citigroup, Inc.6,8, 5.95%			815,000		810,670
Commonwealth Bank of Australia (Australia), 5.75%, 1/25/2017	AUD		380,000		317,013
Cooperatieve Centrale Raiffeisen- Boerenleenbank B.A. (Netherlands)8,12, 8.40%			850,000		935,000
ING Bank N.V. (Netherlands)7, 1.80%, 3/16/2018			700,000		703,629
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019			1,650,000		1,734,452
Intesa Sanpaolo S.p.A. (Italy)7, 6.50%, 2/24/2021			1,400,000		1,640,986
Lloyds Bank plc (United Kingdom)7, 6.50%, 9/14/2020			4,735,000		5,553,899
Lloyds Bank plc (United Kingdom)6, 9.875%, 12/16/2021			1,335,000		1,500,540
Lloyds Bank plc (United Kingdom)6,7,8, 12.00%			335,000		479,050
National Australia Bank Ltd. (Australia)7, 2.00%, 2/22/2019			1,980,000		2,002,633
National Bank of Canada (Canada)7, 1.40%, 4/20/2018			2,950,000		2,947,973
Popular, Inc., 7.00%, 7/1/2019			1,770,000		1,787,700
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD		445,000		394,964
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023			385,000		422,948
Royal Bank of Scotland Group plc (United Kingdom), 5.125%, 5/28/2024			1,450,000		1,497,622
The Royal Bank of Scotland plc (United Kingdom)6, 9.50%, 3/16/2022			210,000		235,717
Santander Bank N.A., 8.75%, 5/30/2018			1,300,000		1,526,418
Santander Holdings USA, Inc., 2.65%, 4/17/2020			1,195,000		1,187,706
Westpac Banking Corp. (Australia), 5.75%, 2/6/2017	AUD		400,000		333,930
					45,091,883
Capital Markets - 0.9%
Goldman Sachs Capital II6,8, 4.00%			2,005,000		1,558,888
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018			2,510,000		2,810,583
The Goldman Sachs Group, Inc.6, 1.374%, 11/15/2018			2,545,000		2,573,135
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020			2,225,000		2,517,912
The Goldman Sachs Group, Inc.6, 1.886%, 11/29/2023			1,100,000		1,120,143
Morgan Stanley, 5.00%, 11/24/2025			1,150,000		1,245,520
Scottrade Financial Services, Inc.7, 6.125%, 7/11/2021			400,000		436,458
UBS AG (Switzerland)6, 7.25%, 2/22/2022			1,150,000		1,233,380
UBS AG (Switzerland), 7.625%, 8/17/2022			825,000		991,418
UBS AG (Switzerland)6, 4.75%, 5/22/2023			970,000		997,458
					15,484,895
Consumer Finance - 0.3%
Capital One Bank USA National Association, 2.15%, 11/21/2018			850,000		858,907
CNG Holdings, Inc.7, 9.375%, 5/15/2020			860,000		619,200
Discover Bank, 4.20%, 8/8/2023			1,280,000		1,334,771
Navient Corp., 6.125%, 3/25/2024			1,785,000		1,733,681
					4,546,559
Diversified Financial Services - 0.8%
The Bear Stearns Companies LLC, 7.25%, 2/1/2018			85,000		97,461
CME Group, Inc., 3.00%, 9/15/2022			1,270,000		1,308,900
General Electric Capital Corp.6, 0.659%, 5/5/2026			2,295,000		2,195,142
General Electric Capital Corp.8,13, 7.125%			2,150,000		2,499,375

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

70

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL   AMOUNT5		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
ING Bank N.V. (Netherlands)7, 5.80%, 9/25/2023		1,870,000	$	2,104,122
ING Bank N.V. (Netherlands)6, 4.125%, 11/21/2023		1,460,000		1,516,502
Jefferies Finance LLC - JFIN Co-Issuer Corp.7, 7.375%, 4/1/2020		875,000		864,063
Jefferies Finance LLC - JFIN Co-Issuer Corp.7, 6.875%, 4/15/2022		695,000		663,725
Jefferies Group LLC, 8.50%, 7/15/2019		770,000		920,158
Peachtree Corners Funding Trust7, 3.976%, 2/15/2025		475,000		480,962
Voya Financial, Inc., 5.50%, 7/15/2022		1,185,000		1,362,480
				14,012,890
Insurance - 1.1%
Aegon N.V. (Netherlands)6,8, 2.138%		2,175,000		1,870,500
American International Group, Inc., 4.875%, 6/1/2022		3,645,000		4,108,243
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		3,175,000		3,352,432
AXA S.A. (France)6,8, 2.007%		2,700,000		2,360,610
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,025,000		1,115,979
First American Financial Corp., 4.30%, 2/1/2023		1,350,000		1,350,289
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		2,535,000		2,866,469
Prudential Financial, Inc.6, 5.875%, 9/15/2042		1,975,000		2,142,875
				19,167,397
Real Estate Investment Trusts (REITS) - 1.1%
American Campus Communities Operating Partnership LP, 3.75%, 4/15/2023		1,835,000		1,856,359
Boston Properties LP, 5.875%, 10/15/2019		1,385,000		1,601,740
Digital Realty Trust LP, 5.875%, 2/1/2020		200,000		227,271
Digital Realty Trust LP, 5.25%, 3/15/2021		1,870,000		2,078,845
Duke Realty LP, 3.75%, 12/1/2024		1,750,000		1,790,737
DuPont Fabros Technology LP, 5.875%, 9/15/2021		1,270,000		1,316,037
HCP, Inc., 6.70%, 1/30/2018		1,270,000		1,433,415
Health Care REIT, Inc., 4.95%, 1/15/2021		275,000		305,411
Hospitality Properties Trust, 6.70%, 1/15/2018		1,408,000		1,540,926
Qualitytech L.P. - QTS Finance Corp., 5.875%, 8/1/2022		685,000		702,125
Rialto Holdings LLC - Rialto Corp.7, 7.00%, 12/1/2018		1,240,000		1,291,150
Simon Property Group LP, 10.35%, 4/1/2019		2,160,000		2,785,476
UDR, Inc., 4.625%, 1/10/2022		980,000		1,064,507
				17,993,999
Real Estate Management & Development - 0.1%
Forestar USA Real Estate Group, Inc.7, 8.50%, 6/1/2022		870,000		852,600
Greystar Real Estate Partners LLC7, 8.25%, 12/1/2022		730,000		771,975
				1,624,575
Thrifts & Mortgage Finance - 0.2%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		1,080,000		1,123,200
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.7, 5.875%, 8/1/2021		1,090,000		1,040,950
Prospect Holding Co. LLC - Prospect Holding Finance Co.7, 10.25%, 10/1/2018		705,000		500,550
				2,664,700
Total Financials				120,586,898
Health Care - 0.5%
Biotechnology - 0.2%
Amgen, Inc., 2.20%, 5/22/2019		1,530,000		1,544,954
Amgen, Inc., 2.70%, 5/1/2022		1,200,000		1,189,728
				2,734,682
Health Care Equipment & Supplies - 0.0%##
Halyard Health, Inc.7, 6.25%, 10/15/2022		270,000		284,850
Zimmer Holdings, Inc., 1.45%, 4/1/2017		475,000		476,351
				761,201
Health Care Providers & Services - 0.1%
Aetna, Inc., 3.50%, 11/15/2024		1,555,000		1,600,306

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

71

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL   AMOUNT5		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Fresenius US Finance II, Inc. (Germany)7, 9.00%, 7/15/2015		880,000	$	892,100
				2,492,406
Pharmaceuticals - 0.2%
Concordia Healthcare Corp. (Canada)7, 7.00%, 4/15/2023		815,000		827,225
Horizon Pharma Financing, Inc.7, 6.625%, 5/1/2023		820,000		833,325
Roche Holdings, Inc. (Switzerland)7, 6.00%, 3/1/2019		1,213,000		1,398,742
				3,059,292
Total Health Care				9,047,581
Industrials - 1.6%
Aerospace & Defense - 0.1%
DigitalGlobe, Inc.7, 5.25%, 2/1/2021		1,139,000		1,147,543
Textron, Inc., 7.25%, 10/1/2019		940,000		1,115,951
				2,263,494
Air Freight & Logistics - 0.1%
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.7,14, 10.00%, 2/15/2018		904,000		906,260
Airlines - 0.4%
Allegiant Travel Co., 5.50%, 7/15/2019		1,305,000		1,344,150
American Airlines Pass-Through Trust, Series 2013-2, Class A, 4.95%, 1/15/2023		1,318,809		1,439,084
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B7, 6.375%, 1/2/2016		715,000		734,591
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		1,315,000		1,349,979
Southwest Airlines Co., 2.75%, 11/6/2019		1,555,000		1,586,716
				6,454,520
Commercial Services & Supplies - 0.0%##
Modular Space Corp.7, 10.25%, 1/31/2019		840,000		680,400
Construction & Engineering - 0.1%
Abengoa Finance S.A.U. (Spain)7, 7.75%, 2/1/2020		985,000		981,060
Machinery - 0.3%
CNH Industrial Capital LLC, 3.875%, 11/1/2015		1,925,000		1,934,625
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.7, 8.875%, 8/1/2020		1,005,000		1,057,763
Waterjet Holdings, Inc.7, 7.625%, 2/1/2020		1,010,000		1,065,550
				4,057,938
Road & Rail - 0.0%##
Burlington Northern Santa Fe LLC, 3.00%, 4/1/2025		650,000		650,755
Trading Companies & Distributors - 0.6%
Air Lease Corp., 3.375%, 1/15/2019		1,850,000		1,900,875
Aircastle Ltd., 5.50%, 2/15/2022		820,000		875,350
Aviation Capital Group Corp.7, 3.875%, 9/27/2016		2,100,000		2,157,422
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		1,050,000		1,076,250
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		1,125,000		1,130,625
International Lease Finance Corp., 8.625%, 9/15/2015		550,000		563,063
International Lease Finance Corp., 5.75%, 5/15/2016		585,000		604,744
International Lease Finance Corp.6, 2.221%, 6/15/2016		560,000		557,200
International Lease Finance Corp., 8.75%, 3/15/2017		900,000		999,990
				9,865,519
Total Industrials				25,859,946
Information Technology - 0.4%
Internet Software & Services - 0.2%
Alibaba Group Holding Ltd. (China)7, 2.50%, 11/28/2019		1,400,000		1,395,633
Tencent Holdings Ltd. (China)7, 3.375%, 5/2/2019		2,110,000		2,171,403
				3,567,036
Semiconductors & Semiconductor Equipment - 0.2%
KLA-Tencor Corp., 4.125%, 11/1/2021		2,310,000		2,402,929
Xilinx, Inc., 3.00%, 3/15/2021		160,000		164,751
				2,567,680
Technology Hardware, Storage & Peripherals - 0.0%##
Apple, Inc., 2.40%, 5/3/2023		650,000		633,048
Total Information Technology				6,767,764

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

72

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials - 0.8%
Chemicals - 0.3%
Consolidated Energy Finance S.A. (Trinidad-Tobago)7, 6.75%, 10/15/2019		1,335,000	$	1,361,700
The Dow Chemical Co., 8.55%, 5/15/2019		2,380,000		2,955,020
LyondellBasell Industries N.V., 5.00%, 4/15/2019		500,000		549,561
The Mosaic Co., 4.25%, 11/15/2023		665,000		707,929
				5,574,210
Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)6,7, 3.271%, 12/15/2019		1,605,000		1,582,931
Metals & Mining - 0.2%
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		960,000		1,128,511
Freeport-McMoRan, Inc., 3.10%, 3/15/2020		105,000		103,770
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.7, 7.375%, 2/1/2020		1,020,000		1,048,050
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,290,000		1,285,688
				3,566,019
Paper & Forest Products - 0.2%
Domtar Corp., 4.40%, 4/1/2022		1,470,000		1,527,953
Georgia-Pacific LLC7, 3.163%, 11/15/2021		780,000		792,637
				2,320,590
Total Materials				13,043,750
Telecommunication Services - 0.5%
Diversified Telecommunication Services - 0.1%
Windstream Corp., 7.875%, 11/1/2017		775,000		837,000
Wireless Telecommunication Services - 0.4%
Altice Financing S.A. (Luxembourg)7, 6.50%, 1/15/2022		1,850,000		1,887,000
Crown Castle Towers LLC7, 6.113%, 1/15/2020		1,045,000		1,190,471
Crown Castle Towers LLC7, 4.883%, 8/15/2020		353,000		386,459
SBA Tower Trust7, 5.101%, 4/17/2017		575,000		598,008
SBA Tower Trust7, 2.933%, 12/15/2017		1,285,000		1,306,691
Sixsigma Networks Mexico S.A. de C.V. (Mexico)7, 8.25%, 11/7/2021		695,000		733,225
T-Mobile USA, Inc., 6.836%, 4/28/2023		980,000		1,036,350
				7,138,204
Total Telecommunication Services				7,975,204
Utilities - 0.3%
Independent Power and Renewable Electricity Producers - 0.3%
Abengoa Yield plc (Spain)7, 7.00%, 11/15/2019		1,305,000		1,347,413
ContourGlobal Power Holdings S.A. (France)7, 7.125%, 6/1/2019		1,310,000		1,366,985
NRG Energy, Inc., 6.25%, 7/15/2022		730,000		757,375
RJS Power Holdings LLC7, 5.125%, 7/15/2019		1,345,000		1,321,463
Total Utilities				4,793,236
Total Non-Convertible Corporate Bonds
(Identified Cost $256,222,947)				259,829,524
TOTAL CORPORATE BONDS
(Identified Cost $257,751,072)				261,302,962
U.S. TREASURY SECURITIES - 3.6%
U.S. Treasury Notes - 3.6%
U.S. Treasury Note, 1.625%, 12/31/2019		10,000,000		10,101,560
U.S. Treasury Note, 1.375%, 4/30/2020		50,000,000		49,835,950
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $59,882,901)				59,937,510

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

73

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
ASSET-BACKED SECURITIES - 0.5%
Enterprise Fleet Financing LLC, Series 2014-2, Class A27, 1.05%, 3/20/2020		1,400,000	$	1,401,265
FDIC Trust, Series 2011-R1, Class A7, 2.672%, 7/25/2026		814,468		833,554
FNA Trust, Series 2014-1A, Class A7, 1.296%, 12/10/2022		1,585,780		1,586,276
Ford Credit Auto Owner Trust, Series 2012-D, Class A3, 0.51%, 4/15/2017		351,024		350,989
Hertz Vehicle Financing LLC, Series 2010-1A, Class A27, 3.74%, 2/25/2017		700,000		712,042
NextGear Floorplan Master Owner Trust, Series 2014-1A, Class A7, 1.92%, 10/15/2019		1,200,000		1,204,980
SpringCastle America Funding LLC, Series 2014-AA, Class A7, 2.70%, 5/25/2023		1,358,287		1,365,156
Starwood Retail Property Trust, Series 2014-STAR, Class A6,7, 1.402%, 11/15/2027		1,500,000		1,493,301
TOTAL ASSET-BACKED SECURITIES (Identified Cost $8,909,253)				8,947,563
COMMERCIAL MORTGAGE-BACKED SECURITIES - 5.7%
Americold LLC Trust, Series 2010-ARTA, Class A17, 3.847%, 1/14/2029		199,844		209,341
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A46, 5.727%, 5/10/2045		3,155,000		3,238,748
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		776,894		803,569
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		1,330,476		1,333,887
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW12, Class A46, 5.701%, 9/11/2038		576,661		597,624
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		629,992		655,795
Bear Stearns Commercial Mortgage Securities Trust, Series 2006-T24, Class AM6, 5.568%, 10/12/2041		1,180,000		1,246,448
BWAY Mortgage Trust, Series 2015-1740, Class A7, 2.917%, 1/13/2035		3,300,000		3,255,493
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A27 , 3.759%, 4/15/2044		390,337		396,154
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A46, 5.225%, 7/15/2044		341,955		343,421
Commercial Mortgage Pass-Through Certificates, Series 2005-GG5, Class A56, 5.224%, 4/10/2037		2,823,207		2,831,417
Commercial Mortgage Pass-Through Certificates, Series 2006-GG7, Class A46, 5.819%, 7/10/2038		588,658		608,232
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A17, 3.156%, 7/10/2046		244,732		245,789
Commercial Mortgage Pass-Through Certificates, Series 2015-3BP, Class A7, 3.178%, 2/10/2035		3,300,000		3,353,744
Commercial Mortgage Pass-Through Certificates, Series 2015-LC19, Class A4, 3.183%, 2/10/2048		3,500,000		3,589,964
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A16,7, 2.50%, 5/25/2043		1,278,870		1,238,507
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A16,7, 2.13%, 2/25/2043		1,100,649		1,043,793
DB-UBS Mortgage Trust, Series 2011-LC1A, Class A17, 3.742%, 11/10/2046		287,176		291,518
Extended Stay America Trust, Series 2013-ESH7, Class A277, 2.958%, 12/5/2031		1,410,000		1,431,708
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		996,440		1,001,455
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)6, 1.459%, 8/25/2020		9,770,120		566,872
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)6, 1.238%, 4/25/2021		10,146,512		630,677
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)6, 1.56%, 10/25/2021		4,280,638		352,934

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

74

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM  SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)6, 1.427%, 12/25/2021		7,543,651	$	571,552
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)6, 1.50%, 6/25/2022		11,766,889		1,010,034
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)6, 0.225%, 4/25/2023		47,093,074		714,779
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)6, 0.122%, 5/25/2023		30,468,194		271,959
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)6, 1.574%, 10/25/2018		5,973,681		287,979
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,325,000		1,331,649
FREMF Mortgage Trust, Series 2011-K701, Class B6,7, 4.286%, 7/25/2048		550,000		580,550
FREMF Mortgage Trust, Series 2011-K702, Class B6,7, 4.776%, 4/25/2044		675,000		723,763
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)7, 0.10%, 6/25/2046		84,391,598		519,346
FREMF Mortgage Trust, Series 2013-K712, Class B6,7, 3.368%, 5/25/2045		1,050,000		1,078,516
FREMF Mortgage Trust, Series 2014-K41, Class B6,7, 3.83%, 11/25/2047		1,800,000		1,842,250
FREMF Mortgage Trust, Series 2014-K715, Class B6,7, 4.119%, 2/25/2046		1,750,000		1,820,144
FREMF Mortgage Trust, Series 2014-K716, Class B6,7, 3.954%, 8/25/2047		1,900,000		1,970,488
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX6,7, 3.382%, 12/15/2019		2,100,000		2,135,108
GS Mortgage Securities Trust, Series 2010-C2, Class A17, 3.849%, 12/10/2043		660,521		673,371
GS Mortgage Securities Trust, Series 2013-GC16, Class A4, 4.271%, 11/10/2046		3,000,000		3,342,777
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class A46, 5.246%, 1/12/2043		1,605,000		1,613,473
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-CB13, Class AM6, 5.287%, 1/12/2043		385,000		391,100
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2005-LDP5, Class A46, 5.236%, 12/15/2044		215,815		217,521
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP7, Class A46, 5.905%, 4/15/2045		1,346,510		1,386,841
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP9, Class A3, 5.336%, 5/15/2047		3,874,204		4,046,075
JP Morgan Mortgage Trust, Series 2013-1, Class 1A26,7, 3.00%, 3/25/2043		901,514		894,788
JP Morgan Mortgage Trust, Series 2013-2, Class A26,7, 3.50%, 5/25/2043		1,040,452		1,063,700
JP Morgan Mortgage Trust, Series 2014-2, Class 1A16,7, 3.00%, 6/25/2029		1,524,966		1,562,243
JPMBB Commercial Mortgage Securities Trust, Series 2015-C27, Class A4, 3.179%, 2/15/2048		2,500,000		2,551,305
LB-UBS Commercial Mortgage Trust, Series 2006-C7, Class A3, 5.347%, 11/15/2038		2,000,000		2,104,514
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A27, 2.767%, 1/20/2041		1,350,000		1,375,777
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A6, 5.23%, 9/15/2042		163,876		164,140
Morgan Stanley Capital I Trust, Series 2006-T23, Class A46, 5.835%, 8/12/2041		2,731,057		2,846,586
Morgan Stanley Capital I Trust, Series 2011-C1, Class A27, 3.884%, 9/15/2047		765,000		775,093
Motel 6 Trust, Series 2015-MTL6, Class B7, 3.298%, 2/5/2030		1,220,000		1,229,499
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX36,7, 3.75%, 11/25/2054		1,589,488		1,636,269

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

75

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES		PRINCIPAL AMOUNT 5		VALUE   (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
OBP Depositor LLC Trust, Series 2010-OBP, Class A7, 4.646%, 7/15/2045			115,000	$	128,783
Resource Capital Corp., Series 2013-CRE1, Class A (Cayman Islands)6,7, 1.486%, 12/15/2028			231,038		230,998
SCG Trust, Series 2013-SRP1, Class AJ6,7, 2.136%, 11/15/2026			2,600,000		2,607,977
Sequoia Mortgage Trust, Series 2013-2, Class A16, 1.874%, 2/25/2043			1,036,165		963,634
Sequoia Mortgage Trust, Series 2013-7, Class A26, 3.00%, 6/25/2043			785,955		774,196
Sequoia Mortgage Trust, Series 2013-8, Class A16, 3.00%, 6/25/2043			1,103,311		1,087,494
U.S. Small Business Administration, Series 2015-10A, Class 1, 2.517%, 3/10/2025			980,000		981,841
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX7, 4.004%, 9/13/2028			350,000		381,116
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A46, 5.252%, 10/15/2044			1,629,206		1,636,005
Wachovia Bank Commercial Mortgage Trust, Series 2005-C22, Class AM6, 5.317%, 12/15/2044			900,000		914,210
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A36, 6.011%, 6/15/2045			750,000		777,622
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A27, 4.393%, 11/15/2043			600,000		662,020
Wells Fargo Commercial Mortgage Trust, Series 2014-LC18, Class A5, 3.405%, 12/15/2047			2,700,000		2,807,050
Wells Fargo Commercial Mortgage Trust, Series 2015-C26, Class A4, 3.166%, 2/15/2048			3,100,000		3,157,397
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A27, 3.791%, 2/15/2044			575,000		581,040
WF-RBS Commercial Mortgage Trust, Series 2013-C11, Class A2, 2.029%, 3/15/2045			1,465,000		1,488,165
WinWater Mortgage Loan Trust, Series 2015-03, Class A56,7, 3.50%, 3/20/2045			1,974,567		2,036,993
WinWater Mortgage Loan Trust, Series 2015-1, Class A16,7, 3.50%, 1/20/2045			1,614,377		1,650,898
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $95,842,484)					94,867,718
FOREIGN GOVERNMENT BONDS - 1.3%
Bonos de la Tesoreria de la Republica en pesos (Chile), 6.00%, 1/1/2018	CLP		805,000,000		1,416,533
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2019	BRL		1,000,000		316,043
Brazilian Government International Bond (Brazil), 8.875%, 10/14/2019			700,000		869,750
Canada Housing Trust No. 1 (Canada)7, 4.10%, 12/15/2018	CAD		385,000		352,253
Canadian Government Bond (Canada), 1.50%, 9/1/2017	CAD		1,600,000		1,351,188
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD		460,000		419,014
Indonesia Treasury Bond (Indonesia), 7.875%, 4/15/2019	IDR		12,000,000,000		934,079
Ireland Government Bond (Ireland), 5.00%, 10/18/2020	EUR		295,000		413,763
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 9/1/2022	EUR		625,000		914,346
Italy Buoni Poliennali Del Tesoro (Italy), 5.50%, 11/1/2022	EUR		760,000		1,116,926
Japan Government Five Year Bond (Japan), 0.30%, 12/20/2016	JPY		100,300,000		843,913
Korea Treasury Bond (South Korea), 2.75%, 6/10/2016	KRW		460,000,000		433,698
Korea Treasury Bond (South Korea), 2.00%, 12/10/2017	KRW		470,000,000		440,344
Malaysia Government Bond (Malaysia), 3.172%, 7/15/2016	MYR		4,320,000		1,213,119
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016	MYR		3,275,000		932,568
Mexican Government Bond (Mexico), 8.00%, 12/17/2015	MXN		26,069,000		1,750,857
Mexican Government Bond (Mexico), 7.25%, 12/15/2016	MXN		5,945,000		407,963
Mexican Government Bond (Mexico), 5.00%, 6/15/2017	MXN		9,500,000		630,363
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		9,400,000		684,897
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		4,000,000		272,278
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		6,500,000		442,700

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

76

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES		PRINCIPAL AMOUNT 5		VALUE   (NOTE 2)
FOREIGN GOVERNMENT BONDS (continued)
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		1,250,000	$	93,033
Norway Government Bond (Norway)7, 4.25%, 5/19/2017	NOK		1,600,000		227,026
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		845,000		664,037
Spain Government Bond (Spain), 4.50%, 1/31/2018	EUR		325,000		407,812
Spain Government Bond (Spain)7, 4.00%, 4/30/2020	EUR		510,000		665,430
Spain Government Bond (Spain)7, 5.40%, 1/31/2023	EUR		755,000		1,110,988
United Kingdom Gilt (United Kingdom), 2.00%, 1/22/2016	GBP		800,000		1,242,186
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017	GBP		375,000		579,651
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP		475,000		815,711
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $23,820,872)					21,962,469
MUNICIPAL BONDS - 0.1%
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2022			750,000		514,095
Puerto Rico Sales Tax Financing Corp., Public Impt., Series A, Revenue Bond, 5.50%, 8/1/2023			2,280,000		1,520,851
TOTAL MUNICIPAL BONDS
(Identified Cost $2,780,669)					2,034,946
U.S. GOVERNMENT AGENCIES - 11.8%
Mortgage-Backed Securities - 4.4%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			683,628		745,971
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			49,124		52,991
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			67,025		73,629
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			471,003		512,839
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			83,493		91,435
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			825,355		899,931
Fannie Mae, Pool #990895, 5.50%, 10/1/2023			64,439		71,209
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			50,736		55,955
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			1,754,420		1,923,915
Fannie Mae, Pool #MA1890, 4.00%, 5/1/2034			1,533,474		1,656,155
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034			855,907		940,181
Fannie Mae, Pool #AS3677, 4.00%, 10/1/2034			1,785,298		1,927,662
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035			2,016,691		2,176,811
Fannie Mae, Pool #888021, 6.00%, 12/1/2036			108,795		124,284
Fannie Mae, Pool #909786, 5.50%, 3/1/2037			282,204		319,053
Fannie Mae, Pool #995050, 6.00%, 9/1/2037			321,454		367,848
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037			1,099,812		1,255,930
Fannie Mae, Pool #933731, 5.50%, 4/1/2038			1,142,299		1,291,577
Fannie Mae, Pool #889576, 6.00%, 4/1/2038			670,181		767,077
Fannie Mae, Pool #889624, 5.50%, 5/1/2038			1,338,312		1,513,066
Fannie Mae, Pool #889579, 6.00%, 5/1/2038			641,834		733,958
Fannie Mae, Pool #995196, 6.00%, 7/1/2038			35,399		40,484
Fannie Mae, Pool #AD0119, 6.00%, 7/1/2038			489,288		560,127
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038			2,142,585		2,449,608
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038			58,199		66,582
Fannie Mae, Pool #890294, 5.50%, 1/1/2039			2,391,484		2,703,759
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039			1,350,367		1,526,695
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039			901,583		982,058
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039			211,382		238,984
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039			1,541,251		1,680,821
Fannie Mae, Pool #890326, 5.50%, 1/1/2040			1,949,415		2,203,965
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040			1,175,659		1,343,370
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040			1,189,318		1,361,493

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

77

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5		VALUE   (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		1,493,568	$	1,707,548
Fannie Mae, Pool #AL2581, 6.00%, 6/1/2040		919,843		1,053,222
Fannie Mae, Pool #890519, 6.00%, 10/1/2040		2,206,986		2,525,336
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		930,643		1,015,667
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		408,222		445,864
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		310,124		339,087
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		958,352		1,046,604
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		232,743		254,249
Fannie Mae, Pool #AK4940, 3.50%, 3/1/2042		953,033		1,000,142
Fannie Mae, Pool #AQ7871, 3.50%, 12/1/2042		966,428		1,013,963
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044		2,880,125		3,149,625
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		257,600		275,406
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		81,734		89,854
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		59,642		65,818
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		45,081		49,870
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		80,863		89,334
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		33,290		36,601
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		1,021,605		1,118,575
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		1,303,478		1,427,981
Freddie Mac, Pool #K92054, 4.00%, 10/1/2034		911,308		982,049
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		124,571		141,831
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		269,356		304,045
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		349,334		397,573
Freddie Mac, Pool #G04264, 5.50%, 4/1/2038		830,623		936,955
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		504,802		569,760
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		614,339		693,268
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038		1,685,149		1,922,640
Freddie Mac, Pool #G05956, 5.50%, 7/1/2038		1,211,321		1,367,098
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		1,797,965		2,026,554
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		476,026		537,303
Freddie Mac, Pool #G06172, 5.50%, 12/1/2038		911,009		1,027,455
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		621,210		701,062
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		1,388,967		1,510,825
Freddie Mac, Pool #A89760, 4.50%, 12/1/2039		237,386		258,607
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		283,270		319,611
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		177,537		200,210
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		504,113		574,107
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		301,285		343,440
Freddie Mac, Pool #G07589, 5.50%, 6/1/2041		2,909,011		3,280,227
Freddie Mac, Pool #Q17719, 3.50%, 4/1/2043		1,364,811		1,429,916
Freddie Mac, Pool #Q28831, 4.50%, 10/1/2044		815,414		891,394
Freddie Mac, Pool #C09068, 3.50%, 11/1/2044		1,073,213		1,123,882
Freddie Mac, Pool #G08615, 3.50%, 11/1/2044		1,321,567		1,383,961
Total Mortgage-Backed Securities
(Identified Cost $69,973,788)				72,287,942
Other Agencies - 7.4%
Fannie Mae, 1.75%, 9/12/2019		20,000,000		20,235,080
Fannie Mae, 1.50%, 6/22/2020		58,000,000		57,734,244
Freddie Mac, 1.75%, 5/30/2019		30,000,000		30,506,280
Freddie Mac, 1.25%, 10/2/2019		15,000,000		14,842,455
Total Other Agencies
(Identified Cost $122,704,150)				123,318,059
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $192,677,938)				195,606,001

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

78

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL AMOUNT5/ SHARES/ CONTRACTS		VALUE   (NOTE 2)
U.S. GOVERNMENT SECURITIES - 5.1%
U.S. Treasury Bills - 5.1%
U.S. Treasury Bill15,16, 0.104%, 7/23/2015
(Identified Cost $84,576,195)		84,590,000	$	84,587,547
SHORT-TERM INVESTMENT - 1.9%
Dreyfus Cash Management, Inc. - Institutional Shares17, 0.04%,
(Identified Cost $31,806,656)		31,806,656		31,806,656
TOTAL INVESTMENTS - 99.7%
(Identified Cost $1,556,132,114)				1,660,383,374
OTHER ASSETS, LESS LIABILITIES - 0.3%				4,486,911
NET ASSETS - 100%			$	1,664,870,285
PUT OPTIONS WRITTEN - 0.0%##
Flowserve Corp., Strike $55.00, Expiring May 15, 2015,		1,905		(104,775	)
Johnson & Johnson, Strike $95.00, Expiring June 19, 2015,		1,115		(110,385	)
Viacom, Inc. - Class B, Strike $62.50, Expiring June 19, 2015,		2,384		(95,360	)
TOTAL PUT OPTIONS WRITTEN
(Premiums Received $488,816)				(310,520	)

FUTURES CONTRACTS: LONG POSITIONS OPEN AT APRIL 30, 2015:
CONTRACTS PURCHASED		ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE5	UNREALIZED APPRECIATION (DEPRECIATION)
	1,952	Euro Dollar Futures	CME	June 2015	486,487,200	$	(26,659	)
	2,926	U.S. Treasury Notes (2 Year)	CBOT	June 2015	641,571,222		732,053
	279	U.S. Ultra Treasury Bonds	CBOT	June 2015	45,895,500		(1,391,841	)
	Total						(686,447	)
FUTURES CONTRACTS: SHORT POSITIONS OPEN AT APRIL 30, 2015:
CONTRACTS SOLD		ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE5	UNREALIZED APPRECIATION (DEPRECIATION)
	25	U.S. Treasury Bonds (30 Year)	CBOT	June 2015	3,989,844	$	59,025
	547	U.S. Treasury Notes (10 Year)	CBOT	June 2015	70,221,125		96,165
	577	U.S. Treasury Notes (5 Year)	CBOT	June 2015	69,316,633		24,617
	245	Euro Dollar Futures	CME	December 2017	60,052,562		(6,598	)
	378	Euro Dollar Futures	CME	March 2018	92,558,025		(208,995	)
	379	Euro Dollar Futures	CME	June 2018	92,717,612		(203,149	)
	379	Euro Dollar Futures	CME	September 2018	92,637,075		(187,498	)
	133	Euro Dollar Futures	CME	December 2018	32,480,263		43,617
	Total						(382,816	)

ADR - American Depositary Receipt

AUD - Australian Dollar

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

79

Investment Portfolio - April 30, 2015

(unaudited)

BRL - Brazilian Real

CAD - Canadian Dollar

CBOT - Chicago Board of Trade

CLP - Chilean Peso

CME - Chicago Mercantile Exchange

EUR - Euro

GBP - British Pound

IDR - Indonesian Rupiah

IO - Interest only

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

MYR - Malaysian Ringgit

NOK - Norwegian Krone

SGD - Singapore Dollar

##Less than 0.1%.

*Non-income producing security.

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

²A portion of this security is designated with the broker as collateral for options contracts written. As of April 30, 2015, the total value of such securities was $31,147,039.

³The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on LIBOR plus a spread, in January 2022.

⁴The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on LIBOR plus a spread, in June 2015.

⁵Amount is stated in USD unless otherwise noted.

⁶The coupon rate is floating and is the effective rate as of April 30, 2015.

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. These securities amount to $131,675,710 or 7.9%, of the Series’ net assets as of April 30, 2015 (see Note 2 to the financial statements).

⁸Security is perpetual in nature and has no stated maturity date.

⁹The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in May 2018.

¹⁰The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in May 2019.

¹¹The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in September 2019.

¹²The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on U.S. Treasury Yield Curve Rate Treasury Note Constant Maturity 5 Year plus a spread, in June 2017.

¹³The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on LIBOR plus a spread, in June 2022.

¹⁴Represents a Payment-In-Kind bond.

¹⁵All or a portion of security has been pledged in connection with outstanding futures contracts.

¹⁶Represents the annualized yield at time of purchase.

¹⁷Rate shown is the current yield as of April 30, 2015.

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.

80

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

April 30, 2015 (unaudited)

ASSETS:
Investments, at value (identified cost $1,556,132,114) (Note 2)	$	1,660,383,374
Deposits at broker for futures contracts		16,856,794
Foreign currency (identified cost $7,791)		7,800
Receivable for securities sold		6,339,325
Interest receivable		4,720,119
Receivable for fund shares sold		1,397,958
Dividends receivable		686,200
Foreign tax reclaims receivable		424,172
Prepaid and other expenses		3,585
TOTAL ASSETS		1,690,819,327
LIABILITIES:
Due to Custodian		1,182
Options written, at value (premiums received $488,816) (Note 2)		310,520
Accrued foreign capital gains tax (Note 2)		1,866
Accrued management fees (Note 3)		1,028,515
Accrued shareholder services fees (Class S) (Note 3)		172,470
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		170,568
Accrued fund accounting and administration fees (Note 3)		116,339
Accrued transfer agent fees (Note 3)		64,138
Accrued Chief Compliance Officer service fees (Note 3)		385
Payable for securities purchased		23,182,716
Payable for fund shares repurchased		760,841
Variation margin payable on futures contracts		18,596
Other payables and accrued expenses		120,906
TOTAL LIABILITIES		25,949,042
TOTAL NET ASSETS	$	1,664,870,285
NET ASSETS CONSIST OF:
Capital stock	$	1,292,160
Additional paid-in-capital		1,515,968,246
Undistributed net investment income		5,291,802
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		38,997,102
Net unrealized appreciation on investments (net of foreign capital gains tax of $1,866), foreign currency and translation of other assets and liabilities		103,320,975
TOTAL NET ASSETS	$	1,664,870,285

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

81

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

April 30, 2015 (unaudited)

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($832,985,324/48,386,381 shares)	$	17.22
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($591,296,668/58,773,467 shares)	$	10.06
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($175,876,472/16,386,454 shares)	$	10.73
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($64,711,821/5,669,672 shares)	$	11.41

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

82

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

For the Six Months Ended April 30, 2015 (unaudited)

INVESTMENT INCOME:
Interest	$	9,711,249
Dividends (net of foreign taxes withheld, $156,543)		8,007,119
Total Investment Income		17,718,368
EXPENSES:
Management fees (Note 3)		6,393,248
Shareholder services fees (Class S) (Note 3)		1,052,599
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		840,347
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		159,761
Fund accounting and administration fees (Note 3)		134,681
Transfer agent fees (Note 3)		101,646
Directors’ fees (Note 3)		20,229
Chief Compliance Officer service fees (Note 3)		1,213
Custodian fees		82,308
Miscellaneous		145,900
Total Expenses		8,931,932
NET INVESTMENT INCOME		8,786,436
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		36,542,556
Futures contracts		654,520
Options Written		2,357,683
Foreign currency and translation of other assets and liabilities		(156,489	)
		39,398,270
Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $532)		(8,936,328	)
Futures contracts		(1,202,577	)
Options Written		399,983
Foreign currency and translation of other assets and liabilities		2,169
		(9,736,753	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		29,661,517
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	38,447,953

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

83

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

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	8,786,436		$	17,727,861
Net realized gain (loss) on investments and foreign currency		39,398,270			170,870,715
Net change in unrealized depreciation on investments and foreign currency		(9,736,753	)		(77,886,991	)
Net increase from operations		38,447,953			110,711,585
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(3,584,094	)		(5,851,421	)
From net investment income (Class I)		(6,194,122	)		(8,724,840	)
From net investment income (Class C)		(501,983	)		(706,642	)
From net investment income (Class R)		(345,971	)		(534,624	)
From net realized gain on investments (Class S)		(63,299,888	)		(41,050,473	)
From net realized gain on investments (Class I)		(81,091,844	)		(43,085,027	)
From net realized gain on investments (Class C)		(18,791,492	)		(9,510,512	)
From net realized gain on investments (Class R)		(6,991,738	)		(4,118,550	)
Total distributions to shareholders		(180,801,132	)		(113,582,089	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		46,124,623			212,524,069
Net increase (decrease) in net assets		(96,228,556	)		209,653,565
NET ASSETS:
Beginning of period		1,761,098,841			1,551,445,276
End of period (including undistributed net investment income of $5,291,802 and $7,131,536, respectively)	$	1,664,870,285		$	1,761,098,841

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

84

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

	FOR THE SIX MONTHS ENDED 4/30/15			FOR THE YEARS ENDED
	(UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$18.28		$	18.10		$	16.01		$	15.46		$	15.16		$	13.32
Income from investment operations:
Net investment income1		0.09			0.19			0.17			0.19			0.23			0.22
Net realized and unrealized gain on investments		0.27			1.02			2.56			1.01			0.26			1.78
Total from investment operations		0.36			1.21			2.73			1.20			0.49			2.00
Less distributions to shareholders:
From net investment income		(0.08	)		(0.13	)		(0.14	)		(0.19	)		(0.19	)		(0.16	)
From net realized gain on investments		(1.34	)		(0.90	)		(0.50	)		(0.46	)		—			—
Total distributions to shareholders		(1.42	)		(1.03	)		(0.64	)		(0.65	)		(0.19	)		(0.16	)
Net asset value - End of period	$	17.22		$	18.28		$	18.10		$	16.01		$	15.46		$	15.16
Net assets - End of period (000’s omitted)	$	832,985		$	872,014		$	820,370		$	792,804		$	716,536		$	676,524
Total return2		2.37	%		7.08	%		17.56	%		8.26	%		3.26	%		15.17	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.06	%3		1.06	%		1.06	%		1.07	%		1.08	%		1.07	%
Net investment income		1.02	%3		1.04	%		1.03	%		1.20	%		1.49	%		1.52	%
Series portfolio turnover		29	%		65	%		64	%		58	%		65	%		62	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

⁴Less than 0.01%.

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

85

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

	FOR THE SIX MONTHS ENDED 4/30/15			FOR THE YEARS ENDED
	(UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.30		$	11.60		$	10.50		$	10.38		$	10.26		$	9.08
Income from investment operations:
Net investment income1		0.06			0.15			0.14			0.15			0.18			0.17
Net realized and unrealized gain on investments		0.14			0.62			1.64			0.66			0.17			1.22
Total from investment operations		0.20			0.77			1.78			0.81			0.35			1.39
Less distributions to shareholders:
From net investment income		(0.10	)		(0.17	)		(0.18	)		(0.23	)		(0.23	)		(0.21	)
From net realized gain on investments		(1.34	)		(0.90	)		(0.50	)		(0.46	)		—			—
Total distributions to shareholders		(1.44	)		(1.07	)		(0.68	)		(0.69	)		(0.23	)		(0.21	)
Net asset value - End of period	$	10.06		$	11.30		$	11.60		$	10.50		$	10.38		$	10.26
Net assets - End of period (000’s omitted)	$	591,297		$	659,331		$	547,522		$	429,157		$	321,632		$	278,210
Total return2		2.50	%		7.32	%		17.80	%		8.60	%		3.43	%		15.39	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.81	%3		0.81	%		0.81	%		0.82	%		0.83	%		0.83	%
Net investment income		1.28	%3		1.29	%		1.27	%		1.45	%		1.74	%		1.76	%
Series portfolio turnover		29	%		65	%		64	%		58	%		65	%		62	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4

¹Calculated based on average shares outstanding during the periods.

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.

³Annualized.

⁴Less than 0.01%.

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

86

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

	FOR THE SIX MONTHS ENDED 4/30/15			FOR THE YEARS ENDED												FOR THE  PERIOD 1/4/101 TO
	(UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.95		$	12.21		$	11.02		$	10.86		$	10.74		$	10.00
Income from investment operations:
Net investment income2		0.01			0.03			0.03			0.05			0.08			0.06
Net realized and unrealized gain on investments		0.15			0.67			1.73			0.70			0.19			0.73
Total from investment operations		0.16			0.70			1.76			0.75			0.27			0.79
Less distributions to shareholders:
From net investment income		(0.04	)		(0.06	)		(0.07	)		(0.13	)		(0.15	)		(0.05	)
From net realized gain on investments		(1.34	)		(0.90	)		(0.50	)		(0.46	)		—			—
Total distributions to shareholders		(1.38	)		(0.96	)		(0.57	)		(0.59	)		(0.15	)		(0.05	)
Net asset value - End of period	$	10.73		$	11.95		$	12.21		$	11.02		$	10.86		$	10.74
Net assets - End of period (000’s omitted)	$	175,876		$	164,191		$	124,854		$	85,588		$	68,436		$	29,468
Total return3		1.90	%		6.28	%		16.65	%		7.51	%		2.49	%		7.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.81	%4		1.81	%		1.81	%		1.82	%		1.83	%		1.83	%4
Net investment income		0.27	%4		0.29	%		0.27	%		0.44	%		0.71	%		0.75	%4
Series portfolio turnover		29	%		65	%		64	%		58	%		65	%		62	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

⁵Less than 0.01%.

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

87

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

	FOR THE SIX MONTHS ENDED 4/30/15			FOR THE YEARS ENDED												FOR THE  PERIOD 6/30/101 TO
	(UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.62		$	12.83		$	11.54		$	11.36		$	11.22		$	10.00
Income from investment operations:
Net investment income2		0.04			0.10			0.09			0.10			0.11			0.02
Net realized and unrealized gain on investments		0.16			0.70			1.82			0.74			0.23			1.20
Total from investment operations		0.20			0.80			1.91			0.84			0.34			1.22
Less distributions to shareholders:
From net investment income		(0.07	)		(0.11	)		(0.12	)		(0.20	)		(0.20	)		—
From net realized gain on investments		(1.34	)		(0.90	)		(0.50	)		(0.46	)		—			—
Total distributions to shareholders		(1.41	)		(1.01	)		(0.62	)		(0.66	)		(0.20	)		—
Net asset value - End of period	$	11.41		$	12.62		$	12.83		$	11.54		$	11.36		$	11.22
Net assets - End of period (000’s omitted)	$	64,712		$	65,563		$	58,700		$	38,261		$	8,281		$	112
Total return3		2.15	%		6.81	%		17.28	%		8.03	%		3.04	%		12.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.31	%4		1.31	%		1.31	%		1.33	%		1.33	%		1.33	%4
Net investment income		0.77	%4		0.79	%		0.77	%		0.90	%		0.97	%		0.43	%4
Series portfolio turnover		29	%		65	%		64	%		58	%		65	%		62	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

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

88

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

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (November 1, 2014 to April 30, 2015).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                   11/1/14	ENDING  ACCOUNT VALUE                   4/30/15	EXPENSES PAID  DURING PERIOD              11/1/14-4/30/15*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,035.40	$5.35	1.06%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.54	$5.31	1.06%
Class I
Actual	$1,000.00	$1,037.10	$4.09	0.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.78	$4.06	0.81%
Class C
Actual	$1,000.00	$1,031.60	$9.12	1.81%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.82	$9.05	1.81%
Class R
Actual	$1,000.00	$1,034.20	$6.61	1.31%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.30	$6.56	1.31%

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

89

Portfolio Composition - Pro-Blend^® Maximum Term Series

As of April 30, 2015 (unaudited)

Sector Allocation2
Consumer Discretionary	20.6	%
Information Technology	17.3	%
Health Care	12.6	%
Consumer Staples	10.3	%
Energy	9.1	%
Industrials	9.0	%
Financials	7.7	%
Materials	6.4	%
Telecommunication Services	0.5	%
Utilities	0.1	%
2Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings3
Cerner Corp.	2.3	%
Monsanto Co.	2.2	%
The Priceline Group, Inc.	2.1	%
Discovery Communications, Inc. - Class A	2.0	%
Viacom, Inc. - Class B	1.9	%
General Electric Co.	1.9	%
Hess Corp.	1.9	%
eBay, Inc.	1.8	%
MasterCard, Inc. - Class A	1.7	%
Time Warner, Inc.	1.7	%
3As a percentage of total investments.

90

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 92.9%
Consumer Discretionary - 20.9%
Auto Components - 0.1%
F.C.C. Co. Ltd. (Japan)1		13,700	$	222,275
Hankook Tire Co. Ltd. (South Korea)1		9,740		409,325
Mando Corp. (South Korea)1		1,602		222,199
Musashi Seimitsu Industry Co. Ltd. (Japan)1		11,400		241,297
Nissin Kogyo Co. Ltd. (Japan)1		16,700		275,255
				1,370,351
Automobiles - 0.0%#
Hyundai Motor Co. (South Korea)1		1,840		288,772
Diversified Consumer Services - 0.3%
Apollo Education Group, Inc.*		60,812		1,020,729
H&R Block, Inc.		28,550		863,352
Kroton Educacional S.A. (Brazil)		275,402		1,010,951
				2,895,032
Hotels, Restaurants & Leisure - 1.6%
Accor S.A. (France)1		11,340		621,828
Hyatt Hotels Corp. - Class A*		3,060		177,633
Yum! Brands, Inc.		194,600		16,727,816
				17,527,277
Household Durables - 0.1%
DR Horton, Inc.		2,994		76,048
Lennar Corp. - Class A		1,682		77,036
LG Electronics, Inc. (South Korea)1		8,820		495,974
Nikon Corp. (Japan)1		30,000		426,554
Toll Brothers, Inc.*		2,163		76,873
TRI Pointe Homes, Inc.*		5,670		80,968
				1,233,453
Internet & Catalog Retail - 4.6%
ASOS plc (United Kingdom)*1		10,510		603,766
Groupon, Inc.*		226,970		1,570,632
MakeMyTrip Ltd. (India)*		8,850		187,443
Ocado Group plc (United Kingdom)*1		19,640		106,611
The Priceline Group, Inc.*		19,390		24,001,136
Rakuten, Inc. (Japan)1		57,010		995,990
Shutterfly, Inc.*		234,950		10,516,362
TripAdvisor, Inc.*		164,270		13,222,092
				51,204,032
Media - 12.3%
AMC Networks, Inc. - Class A*		233,360		17,604,678
Discovery Communications, Inc. - Class A*		715,240		23,145,166
Gannett Co., Inc.		224,380		7,700,722
Global Mediacom Tbk PT (Indonesia)1		2,029,150		242,222
ITV plc (United Kingdom)1		76,540		297,166
Liberty Global plc - Class A - ADR (United Kingdom)*		115,767		6,036,091
Mediaset Espana Comunicacion S.A. (Spain)*1		34,650		469,669
Modern Times Group AB - Class B (Sweden)1		4,217		140,238
Morningstar, Inc.		12,470		946,348
Sinclair Broadcast Group, Inc. - Class A		285,641		8,752,040
Sky plc (United Kingdom)1		12,012		198,052
Time Warner, Inc.		232,270		19,605,911
Tribune Media Co. - Class A		197,300		11,062,611
Twenty-First Century Fox, Inc. - Class A		484,885		16,524,881
Viacom, Inc. - Class B		317,980		22,083,711
				134,809,506
Specialty Retail - 0.5%
Advance Auto Parts, Inc.		16,340		2,336,620
Dick’s Sporting Goods, Inc.		24,750		1,342,935
Groupe Fnac S.A. (France)*1		246		14,794
Kingfisher plc (United Kingdom)1		70,850		380,642
Komeri Co. Ltd. (Japan)1		20,000		450,092
Sa Sa International Holdings Ltd. (Hong Kong)1		992,000		504,687
				5,029,770
Textiles, Apparel & Luxury Goods - 1.4%
Adidas AG (Germany)1		3,570		292,512
Belle International Holdings Ltd. (Hong Kong)1		666,900		855,948
Daphne International Holdings Ltd. - Class H (China)1		530,000		147,706
Gildan Activewear, Inc. (Canada)		23,280		738,209
Kering (France)1		3,035		561,284
lululemon athletica, Inc.*		199,356		12,687,016
				15,282,675
Total Consumer Discretionary				229,640,868
Consumer Staples - 10.4%
Beverages - 5.5%
AMBEV S.A. - ADR (Brazil)		2,890,354		18,295,941
Anheuser-Busch InBev N.V. (Belgium)1		118,288		14,401,383
Carlsberg A/S - Class B (Denmark)1		8,280		754,876
Cia Cervecerias Unidas S.A. - ADR (Chile)		17,290		378,132
The Coca-Cola Co.		304,600		12,354,576
Diageo plc (United Kingdom)1		437,630		12,149,570
Remy Cointreau S.A. (France)1		1,250		94,044
SABMiller plc (United Kingdom)1		8,280		438,281

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

91

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Beverages (continued)
Treasury Wine Estates Ltd. (Australia)1		133,438	$	585,229
Tsingtao Brewery Co. Ltd. - Class H (China)1		100,000		635,319
				60,087,351
Food & Staples Retailing - 0.2%
Carrefour S.A. (France)1		24,888		858,112
Casino Guichard-Perrachon S.A. (France)1		2,060		182,161
Dairy Farm International Holdings Ltd. (Hong Kong)1		52,500		495,600
Raia Drogasil S.A. (Brazil)		14,500		163,771
Tesco plc (United Kingdom)1		193,390		651,850
Wal-Mart de Mexico S.A.B. de C.V. - Class V (Mexico)		209,970		494,063
				2,845,557
Food Products - 3.5%
Biostime International Holdings Ltd. - Class H (China)1		86,250		395,312
Charoen Pokphand Foods PCL (Thailand)1		962,890		651,026
Danone S.A. (France)1		106,533		7,708,967
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)*		205,290		550,357
Keurig Green Mountain, Inc.		10,120		1,177,664
M Dias Branco S.A. (Brazil)		12,100		344,573
Nestle S.A. (Switzerland)1		160,077		12,419,449
Post Holdings, Inc.*		29,800		1,398,812
Sao Martinho S.A. (Brazil)		25,680		323,541
Suedzucker AG (Germany)1		41,622		627,333
Tiger Brands Ltd. (South Africa)1		8,790		228,779
Unilever plc - ADR (United Kingdom)		279,650		12,254,263
				38,080,076
Household Products - 0.0%#
Reckitt Benckiser Group plc (United Kingdom)1		4,810		428,109
Personal Products - 1.1%
Beiersdorf AG (Germany)1		133,970		11,653,487
Tobacco - 0.1%
Gudang Garam Tbk PT (Indonesia)1		80,390		308,969
Japan Tobacco, Inc. (Japan)1		6,300		220,001
Swedish Match AB (Sweden)1		21,510		662,166
				1,191,136
Total Consumer Staples				114,285,716
Energy - 9.0%
Energy Equipment & Services - 4.0%
Cameron International Corp.*		351,740		19,282,387
CGG S.A. (France)*1		7,652		54,200
Petroleum Geo-Services ASA (Norway)1		17,890		118,785
Saipem S.p.A. (Italy)*1		22,010		291,814
Schlumberger Ltd.		143,698		13,595,268
Spectrum ASA (Norway)1		42,030		197,599
TGS Nopec Geophysical Co. ASA (Norway)1		23,780		605,177
Trican Well Service Ltd. (Canada)		12,190		51,528
Weatherford International plc - ADR*		656,920		9,558,186
				43,754,944
Oil, Gas & Consumable Fuels - 5.0%
Apache Corp.		117,440		8,032,896
Cameco Corp. (Canada)		78,475		1,379,591
Concho Resources, Inc.*		6,030		763,760
Continental Resources, Inc.*		15,050		792,082
Cosan S.A. Industria e Comercio (Brazil)		19,450		187,467
Encana Corp. (Canada)		288,872		4,104,871
EOG Resources, Inc.		111,820		11,064,589
Hess Corp.		278,750		21,435,875
Pioneer Natural Resources Co.		4,250		734,315
Range Resources Corp.		95,220		6,052,183
Royal Dutch Shell plc - Class B (Netherlands)1		17,214		551,117
Whitehaven Coal Ltd. (Australia)*1		84,900		110,656
				55,209,402
Total Energy				98,964,346
Financials - 6.4%
Banks - 1.3%
ICICI Bank Ltd. - ADR (India)		33,350		364,515
Popular, Inc.*		408,610		13,251,222
Synovus Financial Corp.		33,110		915,823
				14,531,560
Capital Markets - 0.2%
Daiwa Securities Group, Inc. (Japan)1		60,000		497,749
Financial Engines, Inc.		26,840		1,131,843
				1,629,592
Consumer Finance - 1.3%
SLM Corp.*		1,406,190		14,329,076
Diversified Financial Services - 0.0%#
JSE Ltd. (South Africa)1		35,430		396,345
Insurance - 0.1%
Admiral Group plc (United Kingdom)1		12,460		297,115
Mapfre S.A. (Spain)1		196,550		730,400

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

92

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE    (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Insurance (continued)
Zurich Insurance Group AG (Switzerland)1		1,410	$	435,201
				1,462,716
Real Estate Investment Trusts (REITS) - 2.7%
Agree Realty Corp.		7,120		219,154
Alexandria Real Estate Equities, Inc.		2,270		209,703
Alstria Office REIT AG (Germany)1		43,080		610,424
American Campus Communities, Inc.		2,580		103,561
Apartment Investment & Management Co. - Class A		5,270		198,837
AvalonBay Communities, Inc.		1,030		169,270
Axia Real Estate SOCIMI S.A. (Spain)*1		4,430		59,343
BioMed Realty Trust, Inc.		5,520		114,540
Brixmor Property Group, Inc.		12,680		297,346
Camden Property Trust		2,060		154,665
CatchMark Timber Trust, Inc. - Class A		10,670		123,772
Chesapeake Lodging Trust		6,590		209,233
Columbia Property Trust, Inc.		4,580		120,133
CoreSite Realty Corp.		4,180		200,974
Crown Castle International Corp.		2,890		241,402
CubeSmart		10,130		233,699
DCT Industrial Trust, Inc.		4,860		160,574
DDR Corp.		12,560		214,148
Digital Realty Trust, Inc.		2,530		160,427
Douglas Emmett, Inc.		4,000		114,000
Duke Realty Corp.		8,600		170,366
DuPont Fabros Technology, Inc.		3,610		112,451
Education Realty Trust, Inc.		4,586		154,181
Equity LifeStyle Properties, Inc.		2,280		120,430
Equity One, Inc.		7,010		172,656
Equity Residential		2,470		182,434
Essex Property Trust, Inc.		870		193,097
Extra Space Storage, Inc.		1,670		110,103
Fibra Shop Portafolios Inmobiliarios SAPI de CV (Mexico)		79,496		91,144
General Growth Properties, Inc.		6,330		173,442
Health Care REIT, Inc.		2,240		161,325
Healthcare Trust of America, Inc. - Class A		4,685		121,295
Home Properties, Inc.		1,690		124,316
Host Hotels & Resorts, Inc.		9,230		185,892
Inland Real Estate Corp.		16,260		167,315
Kite Realty Group Trust		6,167		161,575
Lamar Advertising Co. - Class A		3,030		175,619
LaSalle Hotel Properties		5,660		207,665
Liberty Property Trust		4,590		159,916
Mack-Cali Realty Corp.		7,460		133,907
Mid-America Apartment Communities, Inc.		2,030		151,458
Outfront Media, Inc.		41,810		1,200,783
Paramount Group, Inc.		11,300		207,016
Pebblebrook Hotel Trust		2,560		109,926
Physicians Realty Trust		16,740		277,884
Plum Creek Timber Co., Inc.		188,868		7,970,230
Prologis, Inc.		2,660		106,932
Public Storage		1,100		206,701
Rexford Industrial Realty, Inc.		7,210		107,141
Sabra Health Care REIT, Inc.		4,010		119,819
Scentre Group (Australia)1		37,270		109,785
Simon Property Group, Inc.		3,320		602,547
Sovran Self Storage, Inc.		2,720		237,565
Taubman Centers, Inc.		1,660		119,537
Terreno Realty Corp., Reit		5,480		116,614
UDR, Inc.		5,690		186,461
Urban Edge Properties		10,210		231,052
Ventas, Inc.		2,320		159,848
Washington Real Estate Investment Trust		3,860		95,419
Westfield Corp. (Australia)1		27,800		206,687
Weyerhaeuser Co.		315,762		9,949,661
WP GLIMCHER, Inc.		6,895		103,425
				29,570,825
Real Estate Management & Development - 0.8%
BR Malls Participacoes S.A. (Brazil)		17,330		94,445
First Capital Realty, Inc. (Canada)		7,470		123,829
Forest City Enterprises, Inc. - Class A*		7,190		170,834
Forestar Group, Inc.*		7,580		111,881
General Shopping Brasil S.A. (Brazil)*		79,120		140,491
Realogy Holdings Corp.*		174,970		8,295,328
				8,936,808
Total Financials				70,856,922
Health Care - 12.9%
Biotechnology - 0.1%
Green Cross Corp. (South Korea)1		2,149		354,074
Seattle Genetics, Inc.*		30,670		1,053,208
				1,407,282
Health Care Equipment & Supplies - 1.3%
BioMerieux (France)1		900		97,093
Carl Zeiss Meditec AG (Germany)1		16,500		419,173
Halyard Health, Inc.*		14,940		724,291
HeartWare International, Inc.*		16,970		1,284,799
Intuitive Surgical, Inc.*		16,340		8,104,313

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

93

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Equipment & Supplies (continued)
Shandong Weigao Group Medical
Polymer Co. Ltd. - Class H (China)1		2,111,450	$	1,951,326
Thoratec Corp.*		26,340		1,056,497
				13,637,492
Health Care Providers & Services - 3.1%
DaVita HealthCare Partners, Inc.*		141,390		11,466,729
Express Scripts Holding Co.*		94,830		8,193,312
Fresenius Medical Care AG & Co. KGaA (Germany)1		137,360		11,543,977
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		15,410		646,758
KPJ Healthcare Berhad (Malaysia)1		205,900		246,045
Life Healthcare Group Holdings Ltd. (South Africa)1		89,700		308,070
Odontoprev S.A. (Brazil)		179,170		628,562
Quest Diagnostics, Inc.		9,650		689,203
Siloam International Hospitals Tbk PT (Indonesia)*1		265,000		290,299
				34,012,955
Health Care Technology - 2.4%
Cerner Corp.*		371,920		26,707,575
Life Sciences Tools & Services - 0.9%
Gerresheimer AG (Germany)1		7,180		406,365
QIAGEN N.V.*1		7,560		181,784
QIAGEN N.V. - ADR*		391,740		9,327,329
				9,915,478
Pharmaceuticals - 5.1%
AstraZeneca plc - ADR (United Kingdom)		10,260		702,605
Eli Lilly & Co.		215,740		15,505,234
GlaxoSmithKline plc (United Kingdom)1		10,705		247,248
Indivior plc (United Kingdom)*1		4,810		14,730
Johnson & Johnson		156,590		15,533,728
Merck & Co., Inc.		275,690		16,420,096
Novartis AG - ADR (Switzerland)		4,690		477,442
Novo Nordisk A/S - Class B (Denmark)1		3,510		197,054
Otsuka Holdings Co. Ltd. (Japan)1		9,600		303,020
Roche Holding AG (Switzerland)1		1,680		480,741
Sanofi (France)1		2,867		291,834
Sanofi - ADR (France)		102,340		5,173,287
Shire plc - ADR (Ireland)		1,210		294,647
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		10,890		657,974
				56,299,640
Total Health Care				141,980,422
Industrials - 8.5%
Airlines - 0.3%
Gol Linhas Aereas Inteligentes S.A. - ADR (Brazil)		237,119		602,282
Latam Airlines Group S.A. - ADR (Chile)*		23,433		224,254
Republic Airways Holdings, Inc.*		141,090		1,726,942
Ryanair Holdings plc - ADR (Ireland)		3,560		230,866
				2,784,344
Building Products - 0.8%
Masco Corp.		330,560		8,756,534
Commercial Services & Supplies - 0.1%
Aggreko plc (United Kingdom)1		41,792		1,054,203
MiX Telematics Ltd. - ADR (South Africa)*		26,770		187,390
				1,241,593
Electrical Equipment - 0.1%
Alstom S.A. (France)*1		22,520		707,451
Nexans S.A. (France)*1		4,396		172,262
Schneider Electric SE (France)1		5,877		439,297
				1,319,010
Industrial Conglomerates - 3.1%
Danaher Corp.		127,580		10,446,250
General Electric Co.		815,460		22,082,657
Siemens AG (Germany)1		19,150		2,083,176
				34,612,083
Machinery - 3.0%
ANDRITZ AG (Austria)1		8,610		504,088
FANUC Corp. (Japan)1		2,491		547,927
Flowserve Corp.		137,170		8,028,560
Joy Global, Inc.		310,062		13,221,044
SKF AB - Class B (Sweden)1		3,700		90,373
Sulzer AG (Switzerland)1		1,760		196,395
Xylem, Inc.		279,580		10,350,052
				32,938,439
Road & Rail - 1.1%
Genesee & Wyoming, Inc.*		7,730		718,503
Heartland Express, Inc.		40,550		848,306
Hertz Global Holdings, Inc.*		75,210		1,567,376
Swift Transportation Co.*		35,640		862,488
Union Pacific Corp.		71,090		7,551,891
				11,548,564
Trading Companies & Distributors - 0.0%#
Brenntag AG (Germany)1		3,146		188,762
Total Industrials				93,389,329

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

94

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Information Technology - 17.9%
Communications Equipment - 1.3%
ARRIS Group, Inc.*		39,970	$	1,345,990
Ixia*		118,150		1,415,437
Juniper Networks, Inc.		397,550		10,507,247
Polycom, Inc.*		83,410		1,088,501
				14,357,175
Electronic Equipment, Instruments & Components - 1.1%
FLIR Systems, Inc.		285,110		8,807,048
Hitachi Ltd. (Japan)1		102,000		695,936
Keyence Corp. (Japan)1		746		398,251
PAX Global Technology Ltd. (Hong Kong)*1		316,000		459,084
Trimble Navigation Ltd.*		64,080		1,629,554
				11,989,873
Internet Software & Services - 6.3%
Alibaba Group Holding Ltd. - ADR (China)*		10,120		822,655
Baidu, Inc. - ADR (China)*		2,840		568,795
eBay, Inc.*		360,720		21,015,547
Facebook, Inc. - Class A*		46,920		3,695,888
Google, Inc. - Class A*		28,700		15,749,699
Google, Inc. - Class C*		29,260		15,722,700
HomeAway, Inc.*		188,530		5,269,414
MercadoLibre, Inc. (Argentina)		8,680		1,235,424
NetEase, Inc. - ADR (China)		3,681		471,867
Q2 Holdings, Inc.*		16,270		331,095
Qihoo 360 Technology Co. Ltd. - ADR (China)*		43,726		2,636,678
Tencent Holdings Ltd. - Class H (China)1		28,500		588,208
Zillow Group, Inc. - Class A*		7,240		706,914
				68,814,884
IT Services - 5.5%
Amdocs Ltd. - ADR		52,355		2,883,190
EVERTEC, Inc.		677,972		14,054,360
MasterCard, Inc. - Class A		219,358		19,788,285
Sabre Corp.		44,190		1,099,889
VeriFone Systems, Inc.*		264,135		9,448,109
Visa, Inc. - Class A		198,092		13,083,977
				60,357,810
Software - 2.3%
ANSYS, Inc.*		87,940		7,548,770
Aspen Technology, Inc.*		95,560		4,241,908
AVEVA Group plc (United Kingdom)1		46,746		1,213,371
Electronic Arts, Inc.*		167,610		9,736,465
SAP SE (Germany)1		18,880		1,426,669
TOTVS S.A. (Brazil)		68,119		798,315
Yodlee, Inc.*		60,230		767,330
				25,732,828
Technology Hardware, Storage & Peripherals - 1.4%
EMC Corp.		490,850		13,208,774
Samsung Electronics Co. Ltd. (South Korea)1		1,590		2,085,848
				15,294,622
Total Information Technology				196,547,192
Materials - 6.6%
Chemicals - 4.9%
FMC Corp.		19,260		1,142,311
Monsanto Co.		215,807		24,593,366
The Mosaic Co.		299,790		13,190,760
Potash Corp. of Saskatchewan, Inc. (Canada)		245,462		8,011,880
Sociedad Quimica y Minera de Chile S.A. - ADR (Chile)		20,311		443,592
Syngenta AG (Switzerland)1		1,362		455,766
Tronox Ltd. - Class A		275,560		5,772,982
Umicore S.A. (Belgium)1		2,170		107,864
				53,718,521
Construction Materials - 0.0%#
Holcim Ltd. (Switzerland)1		1,300		104,430
Metals & Mining - 1.7%
Alcoa, Inc.		1,191,081		15,984,307
Alumina Ltd. (Australia)1		106,484		129,213
Iluka Resources Ltd. (Australia)1		18,480		117,761
Impala Platinum Holdings Ltd. (South Africa)*1		36,570		203,530
Norsk Hydro ASA (Norway)1		19,613		92,883
Stillwater Mining Co.*		79,708		1,070,478
Teck Resources Ltd. - Class B (Canada)		20,714		314,439
ThyssenKrupp AG (Germany)1		11,100		294,921
				18,207,532
Total Materials				72,030,483
Telecommunication Services - 0.3%
Diversified Telecommunication Services - 0.1%
Telefonica S.A. - ADR (Spain)		63,493		962,554
Telenor ASA - ADR (Norway)		7,150		483,483
				1,446,037
Wireless Telecommunication Services - 0.2%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		33,390		697,517

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

95

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	SHARES/ PRINCIPAL AMOUNT2		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
China Mobile Ltd. - Class H (China)1		40,000	$	571,331
Telephone & Data Systems, Inc.		40,420		1,079,618
				2,348,466
Total Telecommunication Services				3,794,503
TOTAL COMMON STOCKS
(Identified Cost $945,591,330)				1,021,489,781
PREFERRED STOCKS - 0.0%#
Energy - 0.0%#
Oil, Gas & Consumable Fuels - 0.0%#
Petroleo Brasileiro S.A. - ADR (Brazil)
(Identified Cost $90,079)		12,790		111,017
CORPORATE BONDS - 4.0%
Non-Convertible Corporate Bonds - 4.0%
Consumer Discretionary - 0.4%
Auto Components - 0.1%
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 5.875%, 2/1/2022		225,000		232,571
Techniplas LLC3, 10.00%, 5/1/2020		220,000		226,600
				459,171
Diversified Consumer Services - 0.1%
Block Financial LLC, 5.50%, 11/1/2022		750,000		822,988
Hotels, Restaurants & Leisure - 0.0%#
International Game Technology plc (United Kingdom)3, 6.25%, 2/15/2022		240,000		237,000
Wynn Las Vegas LLC - Wynn Las Vegas Capital Corp.3, 5.50%, 3/1/2025		215,000		215,806
				452,806
Household Durables - 0.1%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)3, 6.125%, 7/1/2022		235,000		243,225
Meritage Homes Corp., 7.15%, 4/15/2020		130,000		141,050
Meritage Homes Corp., 7.00%, 4/1/2022		200,000		214,000
TRI Pointe Holdings, Inc.3, 4.375%, 6/15/2019		325,000		320,125
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		425,000		408,000
				1,326,400
Media - 0.1%
CCO Holdings LLC - CCO Holdings Capital Corp.3, 5.125%, 5/1/2023		150,000		148,500
CCO Holdings LLC - CCO Holdings Capital Corp.3, 5.375%, 5/1/2025		175,000		171,937
Cogeco Cable, Inc. (Canada)3, 4.875%, 5/1/2020		325,000		333,531
Columbus International, Inc. (Barbados)3, 7.375%, 3/30/2021		200,000		217,750
Sirius XM Radio, Inc.3, 5.375%, 4/15/2025		240,000		241,200
				1,112,918
Multiline Retail - 0.0%#
Macy’s Retail Holdings, Inc., 2.875%, 2/15/2023		400,000		398,308
Specialty Retail - 0.0%#
The TJX Companies, Inc., 2.75%, 6/15/2021		300,000		307,062
Total Consumer Discretionary				4,879,653
Consumer Staples - 0.2%
Beverages - 0.0%#
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		375,000		451,812
Food & Staples Retailing - 0.0%#
C&S Group Enterprises LLC3, 5.375%, 7/15/2022		305,000		302,713
KeHE Distributors LLC - KeHE Finance Corp.3, 7.625%, 8/15/2021		205,000		217,300
				520,013
Food Products - 0.1%
HJ Heinz Finance Co., 6.75%, 3/15/2032		175,000		218,750
Pinnacle Operating Corp.3, 9.00%, 11/15/2020		425,000		430,313
				649,063
Household Products - 0.1%
HRG Group, Inc., 7.875%, 7/15/2019		315,000		334,648
HRG Group, Inc., 7.75%, 1/15/2022		265,000		265,994
				600,642
Tobacco - 0.0%#
Vector Group Ltd., 7.75%, 2/15/2021		265,000		283,550
Total Consumer Staples				2,505,080
Energy - 0.5%
Energy Equipment & Services - 0.1%
Calfrac Holdings LP (Canada)3, 7.50%, 12/1/2020		215,000		195,113
Parker Drilling Co., 6.75%, 7/15/2022		220,000		185,900

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

96

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	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		195,000	$	155,025
Shelf Drilling Holdings Ltd. (United Arab Emirates)3, 8.625%, 11/1/2018		230,000		199,525
				735,563
Oil, Gas & Consumable Fuels - 0.4%
Energy XXI Gulf Coast, Inc., 7.50%, 12/15/2021		425,000		175,313
FTS International, Inc., 6.25%, 5/1/2022		195,000		155,025
Hiland Partners LP - Hiland Partners Finance Corp.3, 7.25%, 10/1/2020		900,000		976,500
PBF Holding Co. LLC - PBF Finance Corp., 8.25%, 2/15/2020		340,000		360,400
Petrobras Global Finance B.V. (Brazil)4, 1.896%, 5/20/2016		1,300,000		1,257,750
Sabine Pass Liquefaction LLC, 5.625%, 2/1/2021		290,000		296,621
Talisman Energy, Inc. (Canada), 3.75%, 2/1/2021		1,000,000		997,774
				4,219,383
Total Energy				4,954,946
Financials - 1.6%
Banks - 0.4%
Banco Bilbao Vizcaya Argentaria S.A. (Spain)5,6, 9.00%		600,000		648,750
Banco Santander S.A. (Spain)5,7, 6.375%		600,000		590,250
Barclays plc (United Kingdom)5,8, 6.625%		500,000		495,701
BBVA Bancomer S.A. (Mexico)3, 6.75%, 9/30/2022		500,000		568,125
CIT Group, Inc., 5.25%, 3/15/2018		225,000		233,213
Citigroup, Inc., 8.50%, 5/22/2019		299,000		369,949
Citigroup, Inc.4,5, 5.95%		215,000		213,858
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		390,000		409,961
Lloyds Bank plc (United Kingdom)3, 6.50%, 9/14/2020		335,000		392,937
Lloyds Bank plc (United Kingdom)3,4,5, 12.00%		100,000		143,000
Popular, Inc., 7.00%, 7/1/2019		415,000		419,150
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023		100,000		109,857
				4,594,751
Capital Markets - 0.3%
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		430,000		481,494
The Goldman Sachs Group, Inc.4, 1.886%, 11/29/2023		380,000		386,959
Morgan Stanley, 2.125%, 4/25/2018		390,000		393,157
Morgan Stanley, 5.75%, 1/25/2021		345,000		400,079
UBS AG (Switzerland)4, 7.25%, 2/22/2022		600,000		643,502
UBS AG (Switzerland)4, 4.75%, 5/22/2023		730,000		750,664
				3,055,855
Consumer Finance - 0.2%
Capital One Bank USA National Association, 2.15%, 11/21/2018		790,000		798,278
CNG Holdings, Inc.3, 9.375%, 5/15/2020		230,000		165,600
Discover Bank, 4.20%, 8/8/2023		800,000		834,232
Navient Corp., 6.125%, 3/25/2024		485,000		471,056
				2,269,166
Diversified Financial Services - 0.2%
ING Bank N.V. (Netherlands)3, 5.80%, 9/25/2023		500,000		562,599
ING Bank N.V. (Netherlands)4, 4.125%, 11/21/2023		723,000		750,980
Jefferies Finance LLC - JFIN Co-Issuer Corp.3, 7.375%, 4/1/2020		425,000		419,687
Jefferies Finance LLC - JFIN Co-Issuer Corp.3, 6.875%, 4/15/2022		200,000		191,000
				1,924,266
Insurance - 0.3%
Aegon N.V. (Netherlands)4,5, 2.138%		500,000		430,000
American International Group, Inc., 4.875%, 6/1/2022		700,000		788,963
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		950,000		1,003,090
AXA S.A. (France)4,5, 2.007%		350,000		306,005
The Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		350,000		395,765
				2,923,823
Real Estate Investment Trusts (REITS) - 0.1%
DuPont Fabros Technology LP, 5.875%, 9/15/2021		425,000		440,406
Qualitytech L.P. - QTS Finance Corp., 5.875%, 8/1/2022		210,000		215,250
Rialto Holdings LLC - Rialto Corp.3, 7.00%, 12/1/2018		335,000		348,819
				1,004,475
Real Estate Management & Development - 0.0%#
Forestar USA Real Estate Group, Inc.3, 8.50%, 6/1/2022		205,000		200,900

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

97

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 2		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Management & Development (continued)
Greystar Real Estate Partners LLC3, 8.25%, 12/1/2022		205,000	$	216,787
				417,687
Thrifts & Mortgage Finance - 0.1%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp., 7.375%, 10/1/2017		425,000		442,000
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.3, 5.875%, 8/1/2021		265,000		253,075
Prospect Holding Co. LLC - Prospect Holding Finance Co.3, 10.25%, 10/1/2018		195,000		138,450
				833,525
Total Financials				17,023,548
Health Care - 0.2%
Health Care Providers & Services - 0.1%
Fresenius US Finance II, Inc. (Germany)3, 9.00%, 7/15/2015		1,275,000		1,292,531
Pharmaceuticals - 0.1%
Concordia Healthcare Corp. (Canada)3, 7.00%, 4/15/2023		215,000		218,225
Horizon Pharma Financing, Inc.3, 6.625%, 5/1/2023		215,000		218,494
				436,719
Total Health Care				1,729,250
Industrials - 0.8%
Aerospace & Defense - 0.0%#
DigitalGlobe, Inc.3, 5.25%, 2/1/2021		316,000		318,370
Airlines - 0.2%
Allegiant Travel Co., 5.50%, 7/15/2019		310,000		319,300
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B3, 6.375%, 1/2/2016		200,000		205,480
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		1,130,000		1,160,058
				1,684,838
Commercial Services & Supplies - 0.0%#
Modular Space Corp.3, 10.25%, 1/31/2019		225,000		182,250
Construction & Engineering - 0.0%#
Abengoa Finance S.A.U. (Spain)3, 7.75%, 2/1/2020		240,000		239,040
Machinery - 0.2%
CNH Industrial Capital LLC, 3.875%, 11/1/2015		1,040,000		1,045,200
SPL Logistics Escrow LLC - SPL
Logistics Finance Corp.3, 8.875%, 8/1/2020		425,000		447,313
Waterjet Holdings, Inc.3, 7.625%, 2/1/2020		275,000		290,125
				1,782,638
Trading Companies & Distributors - 0.4%
Air Lease Corp., 3.375%, 1/15/2019		280,000		287,700
Aircastle Ltd., 5.50%, 2/15/2022		220,000		234,850
Aviation Capital Group Corp.3, 3.875%, 9/27/2016		1,465,000		1,505,059
Fly Leasing Ltd. (Ireland), 6.75%, 12/15/2020		210,000		215,250
Fly Leasing Ltd. (Ireland), 6.375%, 10/15/2021		320,000		321,600
International Lease Finance Corp., 5.75%, 5/15/2016		560,000		578,900
International Lease Finance Corp.4, 2.221%, 6/15/2016		355,000		353,225
International Lease Finance Corp., 8.75%, 3/15/2017		865,000		961,102
				4,457,686
Total Industrials				8,664,822
Information Technology - 0.0%#
IT Services - 0.0%#
Xerox Corp., 2.80%, 5/15/2020		250,000		251,546
Materials - 0.1%
Chemicals - 0.0%#
Consolidated Energy Finance S.A. (Trinidad-Tobago)3 , 6.75%, 10/15/2019		300,000		306,000
Containers & Packaging - 0.1%
Ardagh Packaging Finance plc - Ardagh Holdings USA, Inc. (Ireland)3,4, 3.271%, 12/15/2019		495,000		488,194
Metals & Mining - 0.0%#
SunCoke Energy Partners LP - SunCoke Energy Partners Finance Corp.3, 7.375%, 2/1/2020		275,000		282,563
Total Materials				1,076,757
Telecommunication Services - 0.1%
Diversified Telecommunication Services - 0.0%#
Windstream Corp., 7.875%, 11/1/2017		210,000		226,800
Wireless Telecommunication Services - 0.1%
Altice Financing S.A. (Luxembourg)3, 6.50%, 1/15/2022		425,000		433,500
Sixsigma Networks Mexico S.A. de C.V. (Mexico)3, 8.25%, 11/7/2021		210,000		221,550

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

98

Investment Portfolio - April 30, 2015

(unaudited)

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT2/ SHARES		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
T-Mobile USA, Inc., 6.836%, 4/28/2023		260,000	$	274,950
Total Telecommunication Services				1,156,800
Utilities - 0.1%
Independent Power and Renewable Electricity Producers - 0.1%
Abengoa Yield plc (Spain)3, 7.00%, 11/15/2019		415,000		428,487
ContourGlobal Power Holdings S.A. (France)3, 7.125%, 6/1/2019		290,000		302,615
NRG Energy, Inc., 6.25%, 7/15/2022		205,000		212,687
RJS Power Holdings LLC3, 5.125%, 7/15/2019		320,000		314,400
Total Utilities				1,258,189
TOTAL CORPORATE BONDS
(Identified Cost $43,787,847)				43,500,591
U.S. TREASURY SECURITIES - 1.8%
U.S. Treasury Notes - 1.8%
U.S. Treasury Note, 1.375%, 4/30/2020
(Identified Cost $19,962,520)		20,000,000		19,934,380
COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.2%
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A44, 5.75%, 6/10/2046		669,736		691,209
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-CB16, Class A4, 5.552%, 5/12/2045		717,766		739,840
Wachovia Bank Commercial Mortgage Trust, Series 2006-C29, Class A4, 5.308%, 11/15/2048		1,072,415		1,122,230
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $2,683,583)				2,553,279
SHORT-TERM INVESTMENT - 4.6%
Dreyfus Cash Management, Inc. - Institutional Shares9, 0.04%,
(Identified Cost $50,753,532)		50,753,532		50,753,532
TOTAL INVESTMENTS - 103.5%
(Identified Cost $1,062,868,891)				1,138,342,580
LIABILITIES, LESS OTHER ASSETS - (3.5%)				(38,633,621	)
NET ASSETS - 100%			$	1,099,708,959

ADR - American Depositary Receipt

#Less than 0.1%.

*Non-income producing security.

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

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. These securities amount to $15,972,313, or 1.5%, of the Series’ net assets as of April 30, 2015 (see Note 2 to the financial statements).

⁴The coupon rate is floating and is the effective rate as of April 30, 2015.

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

⁶The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in May 2018.

⁷The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in May 2019.

⁸The rate shown is a fixed rate as of April 30, 2015; the rate becomes floating, based on USD Swap Semi 30/360 5-Year plus a spread, in September 2019.

⁹Rate shown is the current yield as of April 30, 2015.

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.

99

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

April 30, 2015 (unaudited)

ASSETS:
Investments, at value (identified cost $1,062,868,891) (Note 2)	$	1,138,342,580
Foreign currency (identified cost $1,937)		1,916
Cash		447
Receivable for securities sold		1,782,931
Interest receivable		676,634
Receivable for fund shares sold		557,997
Dividends receivable		522,990
Foreign tax reclaims receivable		406,575
Prepaid and other expenses		893
TOTAL ASSETS		1,142,292,963
LIABILITIES:
Accrued management fees (Note 3)		680,704
Accrued shareholder services fees (Class S) (Note 3)		118,447
Accrued transfer agent fees (Note 3)		71,969
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R)(Note 3)		66,814
Accrued fund accounting and administration fees (Note 3)		65,056
Accrued Directors’ fees (Note 3)		640
Accrued Chief Compliance Officer service fees (Note 3)		385
Payable for securities purchased		41,004,745
Payable for fund shares repurchased		497,324
Other payables and accrued expenses		77,920
TOTAL LIABILITIES		42,584,004
TOTAL NET ASSETS	$	1,099,708,959
NET ASSETS CONSIST OF:
Capital stock	$	779,404
Additional paid-in-capital		990,105,816
Undistributed net investment income		2,545,683
Accumulated net realized gain (loss) on investments, foreign currency and translation of other assets and liabilities		30,839,763
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		75,438,293
TOTAL NET ASSETS	$	1,099,708,959

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

100

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

April 30, 2015 (unaudited)

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($570,175,979/29,432,012 shares)	$	19.37
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($427,488,256/39,932,921 shares)	$	10.71
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($61,058,517/5,428,281 shares)	$	11.25
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($40,986,207/3,147,216 shares)	$	13.02

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

101

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

For the Six Months Ended April 30, 2015 (unaudited)

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $253,527)	$	8,161,196
Interest		1,338,033
Total Investment Income		9,499,229
EXPENSES:
Management fees (Note 3)		4,345,961
Shareholder services fees (Class S) (Note 3)		722,524
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		289,273
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		97,836
Transfer agent fees (Note 3)		97,484
Fund accounting and administration fees (Note 3)		81,742
Directors’ fees (Note 3)		18,432
Chief Compliance Officer service fees (Note 3)		1,213
Custodian fees		52,899
Miscellaneous		119,872
Total Expenses		5,827,236
NET INVESTMENT INCOME		3,671,993
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		32,122,553
Foreign currency and translation of other assets and liabilities		(21,613	)
		32,100,940
Net change in unrealized appreciation (depreciation) on-
Investments		3,342,166
Foreign currency and translation of other assets and liabilities		(10,004	)
		3,332,162
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		35,433,102
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	39,105,095

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

102

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

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEAR ENDED 10/31/14
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	3,671,993		$	5,782,805
Net realized gain (loss) on investments and foreign currency		32,100,940			158,507,845
Net change in unrealized appreciation (depreciation) on investments and foreign currency		3,332,162			(73,437,795	)
Net increase from operations		39,105,095			90,852,855
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(825,791	)		(1,197,598	)
From net investment income (Class I)		(2,499,537	)		(3,252,876	)
From net investment income (Class C)		—			(10,251	)
From net investment income (Class R)		(45,157	)		(56,176	)
From net realized gain on investments (Class S)		(58,228,206	)		(45,579,989	)
From net realized gain on investments (Class I)		(85,765,884	)		(57,222,979	)
From net realized gain on investments (Class C)		(8,998,227	)		(4,860,616	)
From net realized gain on investments (Class R)		(5,294,693	)		(3,765,445	)
Total distributions to shareholders		(161,657,495	)		(115,945,930	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		25,870,500			202,037,395
Net increase (decrease) in net assets		(96,681,900	)		176,944,320
NET ASSETS:
Beginning of period		1,196,390,859			1,019,446,539
End of period (including undistributed net investment income of $2,545,683 and $2,244,175, respectively)	$	1,099,708,959		$	1,196,390,859

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

103

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

	FOR THE SIX MONTHS ENDED 4/30/15			FOR THE YEARS ENDED
	(UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	20.86		$	21.01		$	17.00		$	15.66		$	15.59		$	13.35
Income from investment operations:
Net investment income1		0.05			0.09			0.08			0.06			0.10			0.08
Net realized and unrealized gain (loss) on investments		0.54			1.60			4.29			1.35			0.05			2.21
Total from investment operations		0.59			1.69			4.37			1.41			0.15			2.29
Less distributions to shareholders:
From net investment income		(0.03	)		(0.04	)		(0.04	)		(0.07	)		(0.08	)		(0.05	)
From net realized gain on investments		(2.05	)		(1.80	)		(0.32	)		—			—			—
Total distributions to shareholders		(2.08	)		(1.84	)		(0.36	)		(0.07	)		(0.08	)		(0.05	)
Net asset value - End of period	$	19.37		$	20.86		$	21.01		$	17.00		$	15.66		$	15.59
Net assets - End of period (000’s omitted)	$	570,176		$	597,578		$	530,510		$	467,244		$	512,215		$	539,781
Total return2		3.54	%		8.80	%		26.13	%		9.04	%		0.94	%		17.17	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.06	%3		1.07	%		1.07	%		1.09	%		1.09	%		1.10	%
Net investment income		0.57	%3		0.45	%		0.43	%		0.36	%		0.59	%		0.54	%
Series portfolio turnover		33	%		74	%		67	%		64	%		65	%		68	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4

¹ Calculated based on average shares outstanding during the periods.

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

³ Annualized.

⁴ Less than 0.01%.

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

104

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

	FOR THE SIX MONTHS ENDED 4/30/15			FOR THE YEARS ENDED
	(UNAUDITED)			10/31/14			10/31/13			10/31/12			10/31/11			10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	12.51		$	13.35		$	10.95		$	10.12		$	10.12		$	8.70
Income from investment operations:
Net investment income1		0.05			0.09			0.08			0.06			0.09			0.08
Net realized and unrealized gain (loss) on investments		0.26			0.96			2.72			0.88			0.03			1.43
Total from investment operations		0.31			1.05			2.80			0.94			0.12			1.51
Less distributions to shareholders:
From net investment income		(0.06	)		(0.09	)		(0.08	)		(0.11	)		(0.12	)		(0.09	)
From net realized gain on investments		(2.05	)		(1.80	)		(0.32	)		—			—			—
Total distributions to shareholders		(2.11	)		(1.89	)		(0.40	)		(0.11	)		(0.12	)		(0.09	)
Net asset value - End of period	$	10.71		$	12.51		$	13.35		$	10.95		$	10.12		$	10.12
Net assets - End of period (000’s omitted)	$	427,488		$	504,866		$	418,785		$	320,999		$	210,597		$	190,344
Total return2		3.71	%		9.10	%		26.35	%		9.42	%		1.14	%		17.47	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.81	%3		0.82	%		0.82	%		0.84	%		0.84	%		0.85	%
Net investment income		0.83	%3		0.70	%		0.66	%		0.57	%		0.83	%		0.81	%
Series portfolio turnover		33	%		74	%		67	%		64	%		65	%		68	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.00	%4

¹ Calculated based on average shares outstanding during the periods.

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

³ Annualized.

⁴ Less than 0.01%.

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

105

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

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEARS ENDED												FOR THE PERIOD 1/4/101 TO 10/31/10
				10/31/14			10/31/13			10/31/12			10/31/11
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	13.03		$	13.86		$	11.38		$	10.52		$	10.54		$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.01	)		(0.04	)		(0.04	)		(0.04	)		(0.02	)		(0.01	)
Net realized and unrealized gain (loss) on investments		0.28			1.01			2.84			0.91			0.04			0.58
Total from investment operations		0.27			0.97			2.80			0.87			0.02			0.57
Less distributions to shareholders:
From net investment income		—			(0.00	)3		—			(0.01	)		(0.04	)		(0.03	)
From net realized gain on investments		(2.05	)		(1.80	)		(0.32	)		—			—			—
Total distributions to shareholders		(2.05	)		(1.80	)		(0.32	)		(0.01	)		(0.04	)		(0.03	)
Net asset value - End of period	$	11.25		$	13.03		$	13.86		$	11.38		$	10.52		$	10.54
Net assets - End of period (000’s omitted)	$	61,059		$	55,781		$	36,989		$	23,045		$	18,102		$	7,383
Total return4		3.16	%		8.06	%		25.17	%		8.27	%		0.15	%		5.68	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.81	%5		1.82	%		1.82	%		1.84	%		1.84	%		1.85	%5
Net investment loss		(0.17	%)5		(0.30	%)		(0.35	%)		(0.40	%)		(0.15	%)		(0.13	%)5
Series portfolio turnover		33	%		74	%		67	%		64	%		65	%		68	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			N/A			0.01	%5

¹ Commencement of operations.

² Calculated based on average shares outstanding during the periods.

³ Less than $0.01.

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

⁵ Annualized.

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

106

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

	FOR THE SIX MONTHS ENDED 4/30/15 (UNAUDITED)			FOR THE YEARS ENDED												FOR THE PERIOD 6/30/101 TO 10/31/10
				10/31/14			10/31/13			10/31/12			10/31/11
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	14.73		$	15.39		$	12.56		$	11.63		$	11.64		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.02			0.03			0.02			0.00	3		0.00	3		(0.01	)
Net realized and unrealized gain (loss) on investments		0.34			1.13			3.15			1.00			0.09			1.65
Total from investment operations		0.36			1.16			3.17			1.00			0.09			1.64
Less distributions to shareholders:
From net investment income		(0.02	)		(0.02	)		(0.02	)		(0.07	)		(0.10	)		—
From net realized gain on investments		(2.05	)		(1.80	)		(0.32	)		—			—			—
Total distributions to shareholders		(2.07	)		(1.82	)		(0.34	)		(0.07	)		(0.10	)		—
Net asset value - End of period	$	13.02		$	14.73		$	15.39		$	12.56		$	11.63		$	11.64
Net assets - End of period (000’s omitted)	$	40,986		$	38,166		$	33,162		$	17,520		$	3,418		$	31
Total return4		3.42	%		8.53	%		25.81	%		8.72	%		0.71	%		16.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.31	%5		1.32	%		1.32	%		1.34	%		1.34	%		1.35	%5
Net investment income (loss)		0.32	%5		0.20	%		0.14	%		0.02	%		0.04	%		(0.38	%)5
Series portfolio turnover		33	%		74	%		67	%		64	%		65	%		68	%

¹ Commencement of operations.

² Calculated based on average shares outstanding during the periods.

³ Less than $0.01.

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

⁵ Annualized.

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

107

Notes to Financial Statements

(unaudited)

1. Organization

Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

The Series are asset allocation funds. Each invests in a combination of stocks, bonds and cash and is managed according to specific objectives. The objectives are as follows: Pro-Blend^® Conservative Term Series - primary objective is preservation of capital; secondary objective is to provide income and long-term growth of capital. Pro-Blend^® Moderate Term Series - equal emphasis on long-term growth of capital and preservation of capital. Pro-Blend^® Extended Term Series - primary objective is long-term growth of capital; secondary objective is preservation of capital. Pro-Blend^® Maximum Term Series - primary objective is long-term growth of capital.

Each Series is authorized to issue four classes of shares (Class C, R, I and S). Each class of shares is substantially the same, except that class-specific distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of April 30, 2015, 10.8 billion shares have been designated in total among 43 series, of which 162.5 million have been designated as Pro-Blend^® Conservative Term Series Class S common stock, 75 million have been designated as Pro-Blend^® Conservative Term Series Class I common stock, 125 million each have been designated as Class S common stock and Class I common stock for Pro-Blend^® Moderate Term Series, 125 million each have been designated as Class S common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, 200 million each have been designated as Class I common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, 25 million each have been designated as Class C common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series and 52.5 million each have been designated as Class R common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series.

2. Significant Accounting Policies

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

Security Valuation

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

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

108

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

which are then discounted to calculate the fair value. Certain investments in securities held by the Series may be valued on a basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

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

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

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

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

The following is a summary of the valuation levels used for major security types as of April 30, 2015 in valuing the Series’ assets or liabilities carried at fair value:

	PRO-BLEND® CONSERVATIVE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	99,090,412	$	97,587,442	$	1,502,970	$	—
Consumer Staples		46,984,535		31,549,786		15,434,749		—
Energy		46,545,448		45,451,618		1,093,830		—
Financials		68,789,405		64,911,725		3,877,680		—
Health Care		50,419,089		47,106,550		3,312,539		—
Industrials		45,118,641		44,815,956		302,685		—

109

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® CONSERVATIVE TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Information Technology	$	90,958,541		$	90,096,057		$	862,484	$	—
Materials		41,376,432			41,166,835			209,597		—
Telecommunication Services		2,208,757			1,677,704			531,053		—
Utilities		1,872,410			1,872,410			—		—
Preferred securities:
Financials		3,749,806			3,749,806			—		—
Debt securities:
Loan assignments		3,581,717			—			3,581,717		—
U.S. Treasury and other U.S. Government agencies		366,736,292			—			366,736,292		—
States and political subdivisions (municipals)		1,820,224			—			1,820,224		—
Corporate debt:
Consumer Discretionary		56,810,018			—			56,810,018		—
Consumer Staples		17,259,916			—			17,259,916		—
Energy		28,640,414			—			28,640,414		—
Financials		286,154,437			—			286,154,437		—
Health Care		13,035,382			—			13,035,382		—
Industrials		40,487,042			—			40,487,042		—
Information Technology		13,403,559			—			13,403,559		—
Materials		17,845,467			—			17,845,467		—
Telecommunication Services		12,477,847			—			12,477,847		—
Utilities		4,481,008			—			4,481,008		—
Convertible corporate debt:
Consumer Discretionary		1,491,119			—			1,491,119		—
Asset-backed securities		12,479,440			—			12,479,440		—
Commercial mortgage-backed securities		161,572,725			—			161,572,725		—
Foreign government bonds		37,608,521			—			37,608,521		—
Mutual funds		37,452,928			37,452,928			—		—
Other financial instruments*:
Interest rate contracts		1,618,309			1,618,309			—		—
Total assets		1,612,069,841			509,057,126			1,103,012,715		—
Liabilities:
Other financial instruments*:
Equity contracts		(134,957	)		(134,957	)		—		—
Interest rate contracts		(3,450,587	)		(3,450,587	)		—		—
Total liabilities		(3,585,544	)		(3,585,544	)		—		—
Total	$	1,608,484,297		$	505,471,582		$	1,103,012,715	$	—
	PRO-BLEND® MODERATE TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	181,072,524		$	169,800,056		$	11,272,468	$	—
Consumer Staples		55,280,173			21,615,601			33,664,572		—
Energy		76,465,703			73,718,405			2,747,298		—
Financials		72,143,141			67,459,568			4,683,573		—
Health Care		67,665,213			60,755,970			6,909,243		—
Industrials		48,793,635			41,646,595			7,147,040		—
Information Technology		129,687,304			121,814,554			7,872,750		—

110

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® MODERATE TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Materials	$	58,515,208		$	55,810,055		$	2,705,153	$	—
Telecommunication Services		4,634,563			4,063,232			571,331		—
Preferred securities:
Energy		318,296			318,296			—		—
Financials		3,256,144			3,256,144			—		—
Debt securities:
Loan assignments		3,581,717			—			3,581,717		—
U.S. Treasury and other U.S. Government agencies		425,383,635			—			425,383,635		—
States and political subdivisions (municipals)		1,745,356			—			1,745,356		—
Corporate debt:
Consumer Discretionary		41,513,798			—			41,513,798		—
Consumer Staples		14,232,671			—			14,232,671		—
Energy		25,655,539			—			25,655,539		—
Financials		198,007,535			—			198,007,535		—
Health Care		10,139,382			—			10,139,382		—
Industrials		35,835,258			—			35,835,258		—
Information Technology		12,561,456			—			12,561,456		—
Materials		15,012,017			—			15,012,017		—
Telecommunication Services		12,394,519			—			12,394,519		—
Utilities		5,098,713			—			5,098,713		—
Convertible corporate debt:
Consumer Discretionary		1,443,969			—			1,443,969		—
Asset-backed securities		11,095,042			—			11,095,042		—
Commercial mortgage-backed securities		138,864,357			—			138,864,357		—
Foreign government bonds		22,283,195			—			22,283,195		—
Mutual fund		34,138,622			34,138,622			—		—
Other financial instruments*:
Interest rate contracts		1,325,774			1,325,774			—		—
Total assets		1,708,144,459			655,722,872			1,052,421,587		—
Liabilities:
Other financial instruments*:
Equity contracts		(239,533	)		(239,533	)		—		—
Interest rate contracts		(2,751,812	)		(2,751,812	)		—		—
Total liabilities		(2,991,345	)		(2,991,345	)		—		—
Total	$	1,705,153,114		$	652,731,527		$	1,052,421,587	$	—
	PRO-BLEND® EXTENDED TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	233,688,572		$	219,314,681		$	14,373,891	$	—
Consumer Staples		72,122,130			27,813,239			44,308,891		—
Energy		93,431,154			90,263,947			3,167,207		—
Financials		89,756,410			83,775,313			5,981,097		—
Health Care		87,702,759			78,751,937			8,950,822		—
Industrials		66,146,381			56,793,716			9,352,665		—
Information Technology		168,454,496			157,854,713			10,599,783		—
Materials		75,391,100			71,831,582			3,559,518		—

111

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® EXTENDED TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Telecommunication Services	$	5,580,110		$	4,823,096		$	757,014	$	—
Preferred securities:
Energy		141,961			141,961			—		—
Financials		3,333,212			3,333,212			—		—
Debt securities:
Loan assignments		3,581,717			—			3,581,717		—
U.S. Treasury and other U.S. Government agencies		340,131,058			—			340,131,058		—
States and political subdivisions (municipals)		2,034,946			—			2,034,946		—
Corporate debt:
Consumer Discretionary		31,827,692			—			31,827,692		—
Consumer Staples		14,228,998			—			14,228,998		—
Energy		25,698,455			—			25,698,455		—
Financials		120,586,898			—			120,586,898		—
Health Care		9,047,581			—			9,047,581		—
Industrials		25,859,946			—			25,859,946		—
Information Technology		6,767,764			—			6,767,764		—
Materials		13,043,750			—			13,043,750		—
Telecommunication Services		7,975,204			—			7,975,204		—
Utilities		4,793,236			—			4,793,236		—
Convertible corporate debt:
Consumer Discretionary		1,473,438			—			1,473,438		—
Asset-backed securities		8,947,563			—			8,947,563		—
Commercial mortgage-backed securities		94,867,718			—			94,867,718		—
Foreign government bonds		21,962,469			—			21,962,469		—
Mutual fund		31,806,656			31,806,656			—		—
Other financial instruments*:
Interest rate contracts		955,477			955,477			—		—
Total assets		1,661,338,851			827,459,530			833,879,321		—
Liabilities:
Other financial instruments*
Equity contracts		(310,520	)		(310,520	)		—		—
Interest rate contracts		(2,024,740	)		(2,024,740	)		—		—
Total liabilities		(2,335,260	)		(2,335,260	)		—		—
Total	$	1,659,003,591		$	825,124,270		$	833,879,321	$	—
	PRO-BLEND® MAXIMUM TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	229,640,868		$	220,176,010		$	9,464,858	$	—
Consumer Staples		114,285,716			47,735,693			66,550,023		—
Energy		98,964,346			97,034,998			1,929,348		—
Financials		70,856,922			67,513,873			3,343,049		—
Health Care		141,980,422			124,647,589			17,332,833		—
Industrials		93,389,329			87,405,395			5,983,934		—
Information Technology		196,547,192			189,679,825			6,867,367		—
Materials		72,030,483			70,524,115			1,506,368		—
Telecommunication Services		3,794,503			3,223,172			571,331		—

112

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® MAXIMUM TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Preferred securities:
Energy	$	111,017	$	111,017	$	—	$	—
Debt securities:								—
U.S. Treasury and other U.S. Government agencies		19,934,380		—		19,934,380		—
Corporate debt:								—
Consumer Discretionary		4,879,653		—		4,879,653		—
Consumer Staples		2,505,080		—		2,505,080		—
Energy		4,954,946		—		4,954,946		—
Financials		17,023,548		—		17,023,548		—
Health Care		1,729,250		—		1,729,250		—
Industrials		8,664,822		—		8,664,822		—
Information Technology		251,546		—		251,546		—
Materials		1,076,757		—		1,076,757		—
Telecommunication Services		1,156,800		—		1,156,800		—
Utilities		1,258,189		—		1,258,189		—
Commercial mortgage-backed securities		2,553,279		—		2,553,279		—
Mutual fund		50,753,532		50,753,532		—		—
Total assets	$	1,138,342,580	$	958,805,219	$	179,537,361	$	—

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

There were no Level 3 securities held by any of the Pro-Blend^® Series as of October 31, 2014 or April 30, 2015.

*Other financial instruments are exchange traded options and futures (Level 1). Futures are valued at the unrealized appreciation/ (depreciation) on the instrument and options are shown at market value.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no significant transfers between Level 1 and Level 2 during the six months ended April 30, 2015.

Security Transactions, Investment Income and Expenses

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

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

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

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

113

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Foreign Currency Translation

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

Option Contracts

The Series may write (sell) or buy call or put options on securities and other financial instruments. When a 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 a 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 a 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.

Each 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 a 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 a 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 April 30, 2015 is Pershing LLC, a BNY Mellon Company.

Futures

Each Series may purchase or sell exchange-traded futures contracts, which are contracts that obligate the Series to make or take delivery of a financial instrument or the cash value of a security index at a specified future date at a specified price. The Series may use futures contracts to manage exposure to the stock and bond markets or changes in interest rates and currency values, or for gaining exposure to markets. Risks of entering into futures contracts include the possibility that there may be an illiquid market at the time the Adviser to the Series may be attempting to sell some or all the Series holdings or that a change in the value of the contract may not correlate with changes in the value of the underlying securities. Upon entering into a futures contract, a Series is required to deposit either cash or securities (initial margin). Subsequent payments (variation margin) are made or received by the Series, generally on a daily basis. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains or losses. The Series recognize a realized gain or loss when the contract is closed or expires.

114

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Futures (continued)

Futures transactions involve minimal counterparty risk since futures contracts are guaranteed against default by the exchange on which they trade. The Series’ futures contracts are not subject to master netting arrangements (the right to close out all transactions traded with a counterparty, and net amounts owed or due across transactions).

The following table presents the present value of derivatives held at April 30, 2015 as reflected on the Statement of Assets and Liabilities, and the effect of the derivative instruments on the Statement of Operations:

PRO-BLEND® CONSERVATIVE TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$	1,618,309
Derivative	Liabilities Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$	(3,450,587	)
Equity contracts	Options written, at value	$	(134,957	)
STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Interest rate contracts	Net realized gain (loss) on futures contracts	$	984,446
Equity contracts	Net realized gain (loss) on options written	$	1,012,785
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Interest rate contracts	Net change in unrealized appreciation (depreciation) on futures contracts	$	(2,075,712	)
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	170,833
PRO-BLEND® MODERATE TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$	1,325,774
Derivative	Liabilities Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$	(2,751,812	)
Equity contracts	Options written, at value	$	(239,533	)
STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Interest rate contracts	Net realized gain (loss) on futures contracts	$	894,328
Equity contracts	Net realized gain (loss) on options written	$	1,753,244

115

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Futures (continued)

STATEMENT OF OPERATIONS
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Interest rate contracts	Net change in unrealized appreciation (depreciation) on futures contracts	$	(1,588,247	)
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	296,330
PRO-BLEND® EXTENDED TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$	955,477
Derivative	Liabilities Location
Interest rate contracts	Net unrealized appreciation/depreciation1	$	(2,024,740	)
Equity contracts	Options written, at value	$	(310,520	)
STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Interest rate contracts	Net realized gain (loss) on futures contracts	$	654,520
Equity contracts	Net realized gain (loss) on options written	$	2,357,683
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Interest rate contracts	Net change in unrealized appreciation (depreciation) on futures contracts	$	(1,202,577	)
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	399,983

¹ Includes cumulative appreciation/depreciation on futures contracts as reported in the Investment Portfolios, and is included within Net Assets as the components of capital are not required to be presented separately on the Statements of Assets and Liabilities. Only the current day’s variation margin is reported within the Statements of Assets and Liabilities.

The average month-end balances for the six months ended April 30, 2015, the period in which such derivatives were outstanding, were as follows:

	PRO-BLEND® CONSERVATIVE TERM SERIES		PRO-BLEND® MODERATE TERM SERIES		PRO-BLEND® EXTENDED TERM SERIES
Futures Contracts:
Average number of contracts purchased		6,914		5,692		4,208
Average number of contracts sold		3,867		3,191		2,364
Average notional value of contracts purchased	$	1,523,166,514	$	1,253,783,151	$	926,730,679
Average notional value of contracts sold	$	812,360,377	$	671,210,081	$	497,818,776

116

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

Futures (continued)

	PRO-BLEND® CONSERVATIVE TERM SERIES		PRO-BLEND® MODERATE TERM SERIES		PRO-BLEND® EXTENDED TERM SERIES
Options:
Average number of option contracts written		3,736		6,503		8,708
Average notional value of option contracts written	$	22,607,375	$	39,408,075	$	52,700,242

Written Option Rollforward

Transactions in options written for the six months ended April 30, 2015, were as follows:

	CALLS						PUTS
PRO-BLEND® CONSERVATIVE TERM SERIES:	CONTRACTS			PREMIUMS RECEIVED			CONTRACTS			PREMIUMS RECEIVED
Outstanding options, beginning of period		1,712		$	183,098			1,134		$	82,724
Options written		6,403			603,473			17,646			1,042,202
Options exercised		(3,855	)		(305,011	)		—			—
Options expired		(1,702	)		(149,180	)		(143	)		(50,303	)
Options closed		(2,558	)		(332,380	)		(16,289	)		(862,573	)
Outstanding options, end of period		—		$	—			2,348		$	212,050
	CALLS						PUTS
PRO-BLEND® MODERATE TERM SERIES:	CONTRACTS			PREMIUMS RECEIVED			CONTRACTS			PREMIUMS RECEIVED
Outstanding options, beginning of period		2,968		$	317,426			1,970		$	144,118
Options written		11,101			1,042,244			30,860			1,816,758
Options exercised		(6,723	)		(530,720	)		—			—
Options expired		(2,939	)		(257,603	)		(245	)		(86,151	)
Options closed		(4,407	)		(571,347	)		(28,439	)		(1,501,082	)
Outstanding options, end of period		—		$	—			4,146		$	373,643
	CALLS						PUTS
PRO-BLEND® EXTENDED TERM SERIES:	CONTRACTS			PREMIUMS RECEIVED			CONTRACTS			PREMIUMS RECEIVED
Outstanding options, beginning of period		4,075		$	435,819			2,732		$	199,070
Options written		14,848			1,404,602			41,004			2,417,722
Options exercised		(8,937	)		(719,014	)		—			—
Options expired		(4,025	)		(352,791	)		(335	)		(117,782	)
Options closed		(5,961	)		(768,616	)		(37,997	)		(2,010,194	)
Outstanding options, end of period		—		$	—			5,404		$	488,816

Securities Purchased on a When-Issued Basis or Forward Commitment

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

117

Notes to Financial Statements (continued)

(unaudited)

2. Significant Accounting Policies (continued)

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

In connection with their ability to purchase or sell securities on a forward commitment basis, the Fund may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Fund to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Fund forgoes principal and interest paid on the securities. The Fund accounts for such dollar rolls as purchases and sales. No such investments were held by the Fund on April 30, 2015.

Interest Only Securities

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

Restricted Securities

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At April 30, 2015, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2011 through October 31, 2014. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/repatriation transactions for foreign jurisdictions in which they invest, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

118

Notes to Financial Statements (continued)

(unaudited)

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 each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% for Pro-Blend^® Conservative Term Series and 0.75% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets.

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

Class S shares of each Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% for Pro-Blend^® Conservative Term Series Class S and 0.25% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S, of the Class’ average daily net assets. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least February 29, 2016, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of shareholder services fees and distribution and service fees (12b-1), at no more than the amounts presented in the following table, of average daily net assets each year.

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

119

Notes to Financial Statements (continued)

(unaudited)

3. Transactions with Affiliates (continued)

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

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

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 six months ended April 30, 2015, purchases and sales of securities, other than short-term securities, were as follows:

SERIES	PURCHASES OTHER ISSUERS		GOVERNMENT		SALES OTHER ISSUERS		GOVERNMENT
Pro-Blend® Conservative Term Series	$	248,818,378	$	191,009,665	$	233,505,079	$	172,515,652
Pro-Blend® Moderate Term Series		225,635,272		247,028,011		298,999,511		143,564,294
Pro-Blend® Extended Term Series		239,756,593		217,146,298		471,916,684		75,418,951
Pro-Blend® Maximum Term Series		323,537,308		45,028,750		418,928,309		46,347,952

5. Capital Stock Transactions

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

PRO-BLEND® CONSERVATIVE	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		12,815,354		$	175,279,881			24,111,688		$	337,311,590
Reinvested		4,322,733			56,973,618			4,029,034			54,463,964
Repurchased		(18,933,935	)		(255,303,697	)		(20,938,169	)		(292,530,827	)
Total		(1,795,848	)	$	(23,050,198	)		7,202,553		$	99,244,727
PRO-BLEND® CONSERVATIVE	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		10,095,332		$	105,827,360			11,300,148		$	125,008,931
Reinvested		1,479,954			15,169,528			1,358,752			14,529,320
Repurchased		(8,183,407	)		(85,749,122	)		(8,949,011	)		(98,758,675	)
Total		3,391,879		$	35,247,766			3,709,889		$	40,779,576

120

Notes to Financial Statements (continued)

(unaudited)

5. Capital Stock Transactions (continued)

PRO-BLEND® CONSERVATIVE	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED 10/31/14
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,024,317		$	20,725,220			5,058,603		$	54,163,391
Reinvested		896,262			8,855,064			640,590			6,612,999
Repurchased		(1,653,245	)		(16,784,672	)		(2,105,463	)		(22,537,168	)
Total		1,267,334		$	12,795,612			3,593,730		$	38,239,222
PRO-BLEND® CONSERVATIVE	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,412,038		$	14,682,520			2,093,504		$	22,290,753
Reinvested		425,835			4,198,734			317,817			3,280,242
Repurchased		(707,638	)		(7,287,401	)		(1,306,682	)		(13,992,988	)
Total		1,130,235		$	11,593,853			1,104,639		$	11,578,007
PRO-BLEND® MODERATE	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED 10/31/14
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,824,960		$	80,253,116			12,680,276		$	182,680,917
Reinvested		4,278,321			56,259,925			2,907,143			40,264,747
Repurchased		(8,789,083	)		(120,078,567	)		(16,004,216	)		(230,430,377	)
Total		1,314,198		$	16,434,474			(416,797	)	$	(7,484,713	)
PRO-BLEND® MODERATE	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED 10/31/14
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		13,322,079		$	139,117,020			19,694,870		$	222,731,580
Reinvested		5,491,096			55,295,332			3,115,979			33,937,586
Repurchased		(11,204,227	)		(116,967,401	)		(12,780,618	)		(144,494,654	)
Total		7,608,948		$	77,444,951			10,030,231		$	112,174,512
PRO-BLEND® MODERATE	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED 10/31/14
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,181,219		$	23,297,008			4,301,003		$	49,292,968
Reinvested		1,300,638			13,279,511			608,015			6,678,443
Repurchased		(1,469,527	)		(15,685,604	)		(1,462,084	)		(16,740,100	)
Total		2,012,330		$	20,890,915			3,446,934		$	39,231,311
PRO-BLEND® MODERATE	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED 10/31/14
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		835,875		$	9,357,650			1,080,045		$	12,734,322
Reinvested		411,617			4,346,681			255,514			2,896,168
Repurchased		(493,720	)		(5,450,639	)		(1,549,640	)		(18,646,733	)
Total		753,772		$	8,253,692			(214,081	)	$	(3,016,243	)

121

Notes to Financial Statements (continued)

(unaudited)

5. Capital Stock Transactions (continued)

PRO-BLEND® EXTENDED	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,670,022		$	80,465,197			11,995,408		$	217,438,201
Reinvested		4,001,398			65,502,878			2,668,346			45,711,628
Repurchased		(7,988,521	)		(137,429,431	)		(12,280,290	)		(221,821,835	)
Total		682,899		$	8,538,644			2,383,464		$	41,327,994
PRO-BLEND® EXTENDED	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		16,127,852		$	162,263,546			22,561,442		$	250,874,157
Reinvested		5,885,481			56,265,195			2,733,619			29,059,194
Repurchased		(21,575,308	)		(213,639,681	)		(14,150,623	)		(157,274,035	)
Total		438,025		$	4,889,060			11,144,438		$	122,659,316
PRO-BLEND® EXTENDED	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,867,469		$	20,247,726			4,268,318		$	50,672,730
Reinvested		1,868,006			19,109,697			892,662			10,037,173
Repurchased		(1,092,935	)		(11,762,038	)		(1,644,334	)		(19,647,132	)
Total		2,642,540		$	27,595,385			3,516,646		$	41,062,771
PRO-BLEND® EXTENDED	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		570,176		$	6,517,243			1,342,959		$	16,929,729
Reinvested		674,403			7,324,017			391,474			4,643,822
Repurchased		(771,612	)		(8,739,726	)		(1,114,209	)		(14,099,563	)
Total		472,967		$	5,101,534			620,224		$	7,473,988
PRO-BLEND® MAXIMUM	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED 10/31/14
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,850,325		$	55,467,209			7,689,830		$	158,704,114
Reinvested		3,212,176			58,108,264			2,378,506			45,823,693
Repurchased		(5,280,705	)		(102,119,283	)		(6,672,340	)		(137,649,981	)
Total		781,796		$	11,456,190			3,395,996		$	66,877,826
PRO-BLEND® MAXIMUM	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED 10/31/14
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		12,695,128		$	136,573,803			14,883,925		$	182,722,744
Reinvested		8,433,012			84,245,787			2,360,157			27,326,606
Repurchased		(21,558,371	)		(225,605,083	)		(8,244,435	)		(101,467,299	)
Total		(430,231	)	$	(4,785,493	)		8,999,647		$	108,582,051

122

Notes to Financial Statements (continued)

(unaudited)

5. Capital Stock Transactions (continued)

PRO-BLEND® MAXIMUM	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
TERM SERIES CLASS C:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		778,769		$	8,937,747			1,597,486		$	20,709,342
Reinvested		840,273			8,848,072			389,379			4,701,150
Repurchased		(472,969	)		(5,373,954	)		(372,809	)		(4,857,191	)
Total		1,146,073		$	12,411,865			1,614,056		$	20,553,301
PRO-BLEND® MAXIMUM	FOR THE SIX MONTHS ENDED  4/30/15						FOR THE YEAR ENDED  10/31/14
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		523,258		$	6,779,220			698,379		$	10,253,765
Reinvested		437,934			5,329,653			279,080			3,803,728
Repurchased		(404,773	)		(5,320,935	)		(541,311	)		(8,033,276	)
Total		556,419		$	6,787,938			436,148		$	6,024,217

At April 30, 2015, one shareholder owned 16,230,474 shares of Pro-Blend^® Moderate Term Series (11.1% of shares outstanding) valued at $170,419,978. 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. At April 30, 2015, Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series invested in futures contracts (interest rate risk) and written options (equity risk).

7. Foreign Securities

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

8. Federal Income Tax Information

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

123

Notes to Financial Statements (continued)

(unaudited)

8. Federal Income Tax Information (continued)

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. The tax character of distributions paid for the year ended October 31, 2014 were as follows:

	PRO-BLEND® CONSERVATIVE TERM SERIES		PRO-BLEND® MODERATE TERM SERIES		PRO-BLEND® EXTENDED TERM SERIES		PRO-BLEND® MAXIMUM TERM SERIES
Ordinary income	$	36,420,340	$	32,886,292	$	32,878,668	$	34,431,429
Long-term capital gains		53,877,818		60,113,225		80,703,421		81,514,501

At April 30, 2015, the identified cost of investments for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation were as follows:

	PRO-BLEND® CONSERVATIVE TERM SERIES			PRO-BLEND® MODERATE TERM SERIES			PRO-BLEND® EXTENDED TERM SERIES			PRO-BLEND® MAXIMUM TERM SERIES
Cost for federal income tax purposes	$	1,550,330,747		$	1,619,159,564		$	1,557,763,508		$	1,065,438,339
Unrealized appreciation		77,026,252			117,282,215			137,481,475			101,713,502
Unrealized depreciation		(16,905,467	)		(29,623,094	)		(34,861,609	)		(28,809,261	)
Net unrealized appreciation	$	60,120,785		$	87,659,121		$	102,619,866		$	72,904,241

124

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.

125

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.

126

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

The Fund also offers electronic notification or “e-delivery” when certain documents are available on-line to be downloaded or reviewed. Direct shareholders can elect to receive electronic notification when shareholder reports, prospectus updates, and/or quarterly statements are available. If you do not currently have on-line access to your account, you can establish access by going to www.manning-napier.com, click on “Login” in the top corner of the page, and follow the prompts to self-enroll. Once enrolled, you can set your electronic notification preferences by clicking on the Account Options tab located within the green toolbar and then select E-Delivery Option. Should you have any questions on either how to establish on-line access or how to update your account settings, please contact Investor Services at
1-800-466-3863.

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

MNPRO-04/15-SAR

ITEM 2: CODE OF ETHICS

Not applicable for Semi-Annual Reports.

ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable for Semi-Annual Reports.

ITEM 4: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable for Semi-Annual Reports.

ITEM 5: AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6: INVESTMENTS

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

(b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

ITEM 11: CONTROLS AND PROCEDURES

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

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

ITEM 12: EXHIBITS

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

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

(a)(3) Not applicable.

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

SIGNATURES

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

Manning & Napier Fund, Inc.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

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

June 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/ B. Reuben Auspitz

B. Reuben Auspitz

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

June 24, 2015

/s/ Christine Glavin

Christine Glavin

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

June 24, 2015