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

Manning & Napier Fund N-CSRSCertified 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)

Michele T. Mosca 290 Woodcliff Drive, Fairport, NY 14450

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: January 1, 2017 through June 30, 2017

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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

ITEM 1:

REPORTS TO STOCKHOLDERS.

LOGO

Real Estate Series

Shareholder Expense Example

(unaudited)

As a shareholder of the Series, you incur ongoing costs, including management fees, shareholder service 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 (January 1, 2017 to June 30, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The Hypothetical lines of each Class in the table below provide information about hypothetical account values and hypothetical expenses based on the Class’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in a class of the Series and other funds. To do so, compare this 5% hypothetical example 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 such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. 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.


	BEGINNING ACCOUNT VALUE 1/1/17	ENDING ACCOUNT VALUE 6/30/17	EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,045.60	$5.58	1.10%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.34	$5.51	1.10%
Class I
Actual	$1,000.00	$1,047.00	$4.31	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.58	$4.26	0.85%

*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). Expenses are based on the most recent fiscal half year.

Real Estate Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO


Top Ten Stock Holdings²
Equinix, Inc.	4.7	%	Prologis, Inc.	2.3	%
Simon Property Group, Inc.	4.0	%	Rexford Industrial Realty, Inc.	2.2	%
AvalonBay Communities, Inc.	2.7	%	Ventas, Inc.	2.2	%
Alexandria Real Estate Equities, Inc.	2.6	%	Digital Realty Trust, Inc.	2.2	%
Community Healthcare Trust, Inc.	2.5	%	CoreCivic, Inc.	2.2	%
²As a percentage of total investments.

Real Estate Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 97.9%

Consumer Discretionary - 2.0%
Hotels, Restaurants & Leisure - 0.8%
Accor S.A. (France)¹		57,150	$	2,680,867


Household Durables - 1.2%
LGI Homes, Inc.*		95,290		3,828,752


Total Consumer Discretionary				6,509,619

Information Technology - 1.4%
IT Services - 1.4%

InterXion Holding N.V. - ADR (Netherlands)*		97,675		4,471,562

Real Estate - 94.5%
REITS - Apartments - 16.1%
American Campus Communities, Inc.		88,240		4,173,752
American Homes 4 Rent - Class A		194,500		4,389,865
Apartment Investment & Management Co. - Class A		147,790		6,350,536
AvalonBay Communities, Inc.		44,835		8,615,942
Colony Starwood Homes		123,560		4,239,344
Education Realty Trust, Inc.		109,030		4,224,912
Equity Residential		88,835		5,848,008
Essex Property Trust, Inc.		9,980		2,567,555
Mid-America Apartment Communities, Inc.		64,940		6,843,377
UDR, Inc.		112,825		4,396,790


				51,650,081

REITS - Diversified - 21.9%
CatchMark Timber Trust, Inc. - Class A		262,070		2,979,736
Colony NorthStar, Inc. - Class A		298,566		4,206,795
CoreCivic, Inc.		251,485		6,935,956
Cousins Properties, Inc.		360,885		3,172,179
Crown Castle International Corp		40,520		4,059,294
Digital Realty Trust, Inc.		62,330		7,040,173
EPR Properties		42,080		3,024,290
Equinix, Inc.		34,890		14,973,392
Forest City Realty Trust, Inc. - Class A		209,745		5,069,537
Hibernia REIT plc (Ireland)¹		1,606,740		2,523,320
Lamar Advertising Co. - Class A		40,430		2,974,435
Outfront Media, Inc.		228,005		5,271,476
Potlatch Corp		34,520		1,577,564
Weyerhaeuser Co		182,180		6,103,029


				69,911,176

REITS - Health Care - 12.9%
Community Healthcare Trust, Inc.		315,260		8,067,503
Global Medical REIT, Inc.		400,935		3,584,359
HCP, Inc.		177,270		5,665,549

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

Real Estate Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
REITS - Health Care (continued)
Healthcare Trust of America, Inc. - Class A		123,150	$	3,831,196
Physicians Realty Trust		328,345		6,612,868
Ventas, Inc.		102,495		7,121,353
Welltower, Inc.		86,600		6,482,011


				41,364,839

REITS - Hotels - 2.9%
Chesapeake Lodging Trust		170,870		4,181,189
Host Hotels & Resorts, Inc.		155,790		2,846,283
LaSalle Hotel Properties		73,940		2,203,412


				9,230,884

REITS - Industrial - 6.0%
Prologis, Inc.		124,350		7,291,884
Rexford Industrial Realty, Inc.		259,600		7,123,424
Terreno Realty Corp.		143,235		4,821,290


				19,236,598

REITS - Manufactured Homes - 1.9%
Equity LifeStyle Properties, Inc.		35,530		3,067,660
Sun Communities, Inc.		34,465		3,022,236


				6,089,896

REITS - Office Property - 10.7%
Alexandria Real Estate Equities, Inc.		69,510		8,373,870
Axiare Patrimonio SOCIMI S.A. (Spain)¹		120,490		2,058,764
Boston Properties, Inc.		33,030		4,063,351
Brandywine Realty Trust		292,070		5,119,987
Columbia Property Trust, Inc.		111,530		2,496,041
Douglas Emmett, Inc.		107,980		4,125,916
Equity Commonwealth*		153,335		4,845,386
VEREIT, Inc.		383,400		3,120,876


				34,204,191

REITS - Regional Malls - 6.5%
General Growth Properties, Inc.		218,950		5,158,462
The Macerich Co.		48,470		2,814,168
Simon Property Group, Inc.		78,470		12,693,307


				20,665,937

REITS - Retail - 2.1%
Acadia Realty Trust		71,230		1,980,194
Cedar Realty Trust, Inc.		527,220		2,557,017
Klepierre (France)¹		55,285		2,265,903


				6,803,114

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

Real Estate Series

Investment Portfolio - June 30, 2017

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
REITS - Shopping Centers - 4.4%
Brixmor Property Group, Inc.		105,450	$	1,885,446
DDR Corp.		182,070		1,651,375
Regency Centers Corp.		54,682		3,425,280
Retail Opportunity Investments Corp.		111,610		2,141,796
Urban Edge Properties		209,775		4,977,961


				14,081,858

REITS - Single Tenant - 3.2%
Agree Realty Corp.		78,980		3,622,813
National Retail Properties, Inc.		81,020		3,167,882
STORE Capital Corp.		151,235		3,395,225


				10,185,920

REITS - Storage - 5.9%
CubeSmart		246,450		5,924,658
Extra Space Storage, Inc.		29,720		2,318,160
Life Storage, Inc.		61,331		4,544,627
National Storage Affiliates Trust		102,575		2,370,509
Public Storage		18,300		3,816,099


				18,974,053


Total Real Estate				302,398,547


TOTAL COMMON STOCKS
(Identified Cost $270,158,763)				313,379,728


MUTUAL FUND - 0.5%
Vanguard REIT ETF
(Identified Cost $1,513,829)		18,425		1,533,513


SHORT-TERM INVESTMENT - 1.2%

Dreyfus Government Cash Management², 0.91%
(Identified Cost $3,834,613)		3,834,613		3,834,613


TOTAL INVESTMENTS - 99.6%
(Identified Cost $275,507,205)				318,747,854
OTHER ASSETS, LESS LIABILITIES - 0.4%				1,135,463

NET ASSETS - 100%			$	319,883,317

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

Real Estate Series

Investment Portfolio - June 30, 2017

(unaudited)

ADR - American Depositary Receipt

ETF - Exchange-Traded Fund

REITS - Real Estate Investment Trusts

^*Non-income producing security.

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

²Rate shown is the current yield as of June 30, 2017.

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.

Real Estate Series

Statement of Assets and Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments, at value (identified cost $275,507,205) (Note 2)	$	318,747,854
Receivable for securities sold		3,227,003
Dividends receivable		1,128,345
Receivable for fund shares sold		514,458
Foreign tax reclaims receivable		883
Prepaid expenses		32,019


TOTAL ASSETS		323,650,562


LIABILITIES:

Accrued management fees (Note 3)		198,048
Accrued shareholder services fees (Class S)(Note 3)		58,688
Accrued fund accounting and administration fees (Note 3)		12,321
Accrued Directors’ fees (Note 3)		275
Accrued Chief Compliance Officer service fees (Note 3)		274
Payable for securities purchased		3,236,141
Payable for fund shares repurchased		212,296
Other payables and accrued expenses		49,202


TOTAL LIABILITIES		3,767,245


TOTAL NET ASSETS	$	319,883,317


NET ASSETS CONSIST OF:

Capital stock	$	236,834
Additional paid-in-capital		269,102,166
Undistributed net investment income		4,097,399
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		3,206,249
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		43,240,669


TOTAL NET ASSETS	$	319,883,317


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($283,203,775/ 18,701,391 shares)	$	15.14


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($36,679,542/ 4,982,034 shares)	$	7.36

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

Real Estate Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $57,576)	$	5,893,074


EXPENSES:

Management fees (Note 3)		1,162,650
Shareholder services fees (Class S)(Note 3)		349,522
Fund accounting and administration fees (Note 3)		35,528
Transfer agent fees (Note 3)		30,536
Directors’ fees (Note 3)		10,153
Chief Compliance Officer service fees (Note 3)		1,933
Custodian fees		9,307
Miscellaneous		62,223


Total Expenses		1,661,852


NET INVESTMENT INCOME		4,231,222


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

Net realized gain (loss) on-
Investments		3,013,475
Foreign currency and translation of other assets and liabilities		4,952


		3,018,427


Net change in unrealized appreciation (depreciation) on-
Investments		6,769,738
Foreign currency and translation of other assets and liabilities		(167	)


		6,769,571


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		9,787,998


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	14,019,220

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

Real Estate Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)		FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	4,231,222	$	4,252,596
Net realized gain (loss) on investments and foreign currency		3,018,427		9,476,993
Net change in unrealized appreciation (depreciation) on investments and foreign currency		6,769,571		6,292,220


Net increase from operations		14,019,220		20,021,809


DISTRIBUTIONS TO SHAREHOLDERS (Note 9):

From net investment income (Class S)		—		(5,064,182	)
From net investment income (Class I)		—		(1,083,326	)
From net realized gain on investments (Class S)		—		(9,237,683	)
From net realized gain on investments (Class I)		—		(1,741,246	)


Total distributions to shareholders		—		(17,126,437	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		1,242,778		34,261,209


Net increase in net assets		15,261,998		37,156,581

NET ASSETS:

Beginning of period		304,621,319		267,464,738


End of period (including undistributed net investment income of $4,097,399 and distributions in excess of net investment income of $133,823, respectively)	$	319,883,317	$	304,621,319

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

Real Estate Series

Financial Highlights - Class S*


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$14.48			$14.15			$15.46			$13.32			$14.57			$12.65


Income from investment operations:
Net investment income¹		0.20			0.22			0.24			0.44	²		0.24			0.21
Net realized and unrealized gain on investments		0.46			0.88			0.34			3.24			0.10			2.54

Total from investment operations		0.66			1.10			0.58			3.68			0.34			2.75


Less distributions to shareholders:
From net investment income		—			(0.27	)		(0.24	)		(0.44	)		(0.21	)		(0.29	)
From net realized gain on investments		—			(0.50	)		(1.65	)		(1.10	)		(1.38	)		(0.54	)


Total distributions to shareholders		—			(0.77	)		(1.89	)		(1.54	)		(1.59	)		(0.83	)


Net asset value - End of period		$15.14			$14.48			$14.15			$15.46			$13.32			$14.57


Net assets - End of period (000’s omitted)		$283,204			$278,322			$217,216			$231,188			$168,167			$170,898

Total return³		4.56%			7.91%			4.14%			28.14%			2.67%			21.93%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.10%	⁴		1.09%			1.09%			1.11%			1.12%			1.10%
Net investment income		2.69%	⁴		1.47%			1.54%			2.89%	²		1.57%			1.49%
Portfolio turnover		19%			46%			57%			44%			40%			14%

*Effective August 1, 2012, the shares of the Series have been designated as Class S.

¹Calculated based on average shares outstanding during the periods.

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

³Represents aggregate total return for the 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.

Real Estate Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD 8/1/12¹ TO 12/31/12
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			FOR THE PERIOD 8/1/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$7.03			$7.26			$8.86			$8.18			$9.55			$10.00


Income from investment operations:
Net investment income²		0.11			0.11			0.16			0.29	³		0.19			0.08
Net realized and unrealized gain on investments		0.22			0.47			0.17			1.97			0.04			0.32

Total from investment operations		0.33			0.58			0.33			2.26			0.23			0.40


Less distributions to shareholders:
From net investment income		—			(0.31	)		(0.28	)		(0.48	)		(0.22	)		(0.31	)
From net realized gain on investments		—			(0.50	)		(1.65	)		(1.10	)		(1.38	)		(0.54	)

Total distributions to shareholders		—			(0.81	)		(1.93	)		(1.58	)		(1.60	)		(0.85	)

Net asset value - End of period		$7.36			$7.03			$7.26			$8.86			$8.18			$9.55

Net assets - End of period (000’s omitted)		$36,680			$26,300			$50,249			$50,513			$37,310			$26,396


Total return⁴		4.70%			8.17%			4.43%			28.44%			2.94%			4.16%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.85%	⁵		0.84%			0.84%			0.86%			0.87%			0.87%	⁵
Net investment income		3.06%	⁵		1.50%			1.81%			3.14%	³		1.88%			1.95%	⁵
Portfolio turnover		19%			46%			57%			44%			40%			14%

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

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

⁵Annualized.

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

Real Estate Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 100 million have been designated as Real Estate Series Class S common stock and 100 million have been designated as Real Estate Series Class I common stock.

2.	Significant Accounting Policies

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

Security Valuation

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

Short-term investments that mature in sixty days or less may be 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.

Real Estate 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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:

��


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	6,509,619	$	3,828,752	$	2,680,867	$	—
Information Technology		4,471,562		4,471,562		—		—
Real Estate		302,398,547		295,550,560		6,847,987		—
Mutual fund		5,368,126		5,368,126		—		—

Total assets	$	318,747,854	$	309,219,000	$	9,528,854	$	—

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

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between fair value levels during the six months ended June 30, 2017.

New Accounting Guidance

In October 2016, the Securities and Exchange Commission (SEC) issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. The compliance date for implementing the new or amended rules is August 1, 2017; adoption will have no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

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

Expenses are recorded on an accrual basis. Most expenses of the Fund can be attributed to a specific series. Expenses which cannot be directly attributed are apportioned among the series in the Fund in such a manner as deemed equitable by the Fund’s Board, taking into consideration, among other things, the nature and type of expense. Income, expenses (other than shareholder services fees), and realized and unrealized gains and losses are prorated among the classes based on the relative net assets of each class. Class specific expenses are directly charged to that class.

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

The Fund records distributions received in excess of income from underlying investments as a reduction of cost of investments and/or realized gain. Such amounts are based on estimates if actual amounts are not available and actual amounts of income, realized gain and return of capital may differ from the estimated amounts. The Fund adjusts the estimated amounts of components of distributions (and consequently its net investment income) as necessary once the issuers provide information about the actual composition of the distributions.

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

Foreign Currency Translation

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At June 30, 2017, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2013 through December 31, 2016. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

Distributions of Income and Gains

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.

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Other

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

3.	Transactions with Affiliates

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

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

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

The Advisor has contractually agreed, until at least April 30, 2018, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee, at no more than 0.95% of average daily net assets. The Advisor did not waive any fees for the six months ended June 30, 2017. 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.

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

the Advisor the 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); and 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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 June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $62,445,993 and $59,372,806, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

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


CLASS S	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/2016
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,851,319		$	27,498,640			7,223,311		$	111,145,344
Reinvested		—			—			978,068			13,965,650
Repurchased		(2,373,783	)		(35,274,241	)		(4,332,234	)		(64,163,584	)

Total		(522,464	)	$	(7,775,601	)		3,869,145		$	60,947,410


CLASS I	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/2016
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,913,735		$	13,923,495			2,348,412		$	17,645,161
Reinvested		—			—			332,761			2,327,762
Repurchased		(672,483	)		(4,905,116	)		(5,864,133	)		(46,659,124	)

Total		1,241,252		$	9,018,379			(3,182,960	)	$	(26,686,201	)

Approximately 68% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of June 30, 2017.

Real Estate Series

Notes to Financial Statements (continued)

(unaudited)

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.	Real Estate Securities

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

9.	Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. 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 December 31, 2016 were as follows:


Ordinary income	$	4,979,900
Long-term capital gains	$	12,146,537

At June 30, 2017, the identified cost 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	$	275,893,386
Unrealized appreciation		50,788,029
Unrealized depreciation		(7,933,561	)

Net unrealized appreciation	$	42,854,468

Real Estate Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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.

MNRES-6/17-SAR

LOGO

International Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. 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.


	BEGINNING ACCOUNT VALUE 1/1/17	ENDING ACCOUNT VALUE 6/30/17	EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,133.60	$5.82	1.10%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.34	$5.51	1.10%
Class I
Actual	$1,000.00	$1,134.60	$4.50	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.58	$4.26	0.85%

International Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO

International Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 89.1%

Consumer Discretionary - 10.8%
Automobiles - 0.8%
Maruti Suzuki India Ltd. (India)¹		39,480	$	4,405,121

Diversified Consumer Services - 1.0%
Fu Shou Yuan International Group Ltd. (China)¹		8,765,000		5,287,368

Hotels, Restaurants & Leisure - 1.1%
Elior Group (France)^1,2		106,980		3,109,347
Jollibee Foods Corp. (Philippines)¹		626,060		2,529,570

				5,638,917

Household Durables - 0.4%
Kaufman & Broad S.A. (France)¹		51,068		2,276,006

Internet & Direct Marketing Retail - 1.0%
Ctrip.com International Ltd. - ADR (China)*		50,555		2,722,892
SRP Groupe S.A. (France)*^1,2		97,455		2,593,487

				5,316,379

Leisure Products - 1.6%
Shimano, Inc. (Japan)¹		55,600		8,828,089

Media - 2.7%
Dish TV India Ltd. (India)*¹		2,658,510		3,291,694
Informa plc (United Kingdom)¹		317,315		2,767,757
JCDecaux S.A. (France)¹		75,060		2,460,965
Surya Citra Media Tbk PT (Indonesia)¹		10,587,400		2,057,568
Zee Entertainment Enterprises Ltd. (India)¹		479,875		3,642,299

				14,220,283

Multiline Retail - 0.5%
Matahari Department Store Tbk PT (Indonesia)¹		2,436,000		2,590,617

Textiles, Apparel & Luxury Goods - 1.7%
ANTA Sports Products Ltd. (China)¹		1,961,000		6,478,435
Burberry Group plc (United Kingdom)¹		126,215		2,731,144

				9,209,579


Total Consumer Discretionary				57,772,359


Consumer Staples - 14.7%
Beverages - 3.8%
Ambev S.A. - ADR (Brazil)		723,610		3,972,619
Diageo plc (United Kingdom)¹		363,055		10,728,974
Treasury Wine Estates Ltd. (Australia)¹		558,469		5,647,195

				20,348,788

Food & Staples Retailing - 2.9%
Dairy Farm International Holdings Ltd. (Hong Kong)¹		865,800		6,822,504
Puregold Price Club, Inc. (Philippines)¹		3,152,820		2,783,554

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

International Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food & Staples Retailing (continued)
Raia Drogasil S.A. (Brazil)		131,180	$	2,791,569
Robinsons Retail Holdings, Inc. (Philippines)¹		1,655,825		2,852,015


				15,249,642

Food Products - 3.2%
Kerry Group plc - Class A (Ireland)¹		48,125		4,144,618
Nestle S.A. (Switzerland)¹		90,115		7,859,621
Universal Robina Corp. (Philippines)¹		1,527,355		4,933,723


				16,937,962

Household Products - 2.2%
Hindustan Unilever Ltd. (India)¹		180,385		3,011,866
Reckitt Benckiser Group plc (United Kingdom)¹		57,240		5,802,627
Unilever Indonesia Tbk PT (Indonesia)¹		786,200		2,878,751


				11,693,244

Personal Products - 1.7%
Emami Ltd. (India)¹		238,905		3,975,584
Unilever plc - ADR (United Kingdom)		98,680		5,340,562


				9,316,146

Tobacco - 0.9%
ITC Ltd. (India)¹		909,440		4,549,417


Total Consumer Staples				78,095,199


Energy - 4.9%
Energy Equipment & Services - 2.7%
Nabors Industries Ltd. (United States)		466,800		3,799,752
Schlumberger Ltd. (United States)		96,755		6,370,349
Tenaris S.A. - ADR (Luxembourg)		130,385		4,060,189


				14,230,290

Oil, Gas & Consumable Fuels - 2.2%
Galp Energia SGPS S.A. (Portugal)¹		266,055		4,031,743
Royal Dutch Shell plc - Class B - ADR (Netherlands)		71,600		3,897,188
YPF S.A. - ADR (Argentina)		169,995		3,722,890


				11,651,821


Total Energy				25,882,111


Financials - 7.4%
Banks - 6.1%
Axis Bank Ltd. (India)¹		330,915		2,646,262
Banco Macro S.A. - ADR (Argentina)		29,830		2,750,028
BNP Paribas S.A. (France)¹		55,735		4,012,523
Credit Agricole S.A. (France)¹		264,515		4,260,911

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

International Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Banks (continued)
Grupo Financiero Galicia S.A. - ADR (Argentina)		65,790	$	2,805,286
ICICI Bank Ltd. (India)¹		666,127		2,998,666
IndusInd Bank Ltd. (India)¹		116,715		2,668,451
Kotak Mahindra Bank Ltd. (India)¹		186,985		2,763,022
Natixis S.A. (France)¹		565,310		3,794,771
Societe Generale S.A. (France)¹		71,910		3,877,805


				32,577,725

Capital Markets - 1.3%
Amundi S.A. (France)^1,2		38,425		2,784,151
Euronext N.V. (Netherlands)^1,2		77,750		4,037,948


				6,822,099


Total Financials				39,399,824


Health Care - 6.1%
Biotechnology - 0.8%
China Biologic Products, Inc. (China)*		36,825		4,164,908

Health Care Equipment & Supplies - 1.7%
Essilor International S.A. (France)¹		40,440		5,144,494
Osstem Implant Co. Ltd. (South Korea)*¹		84,725		3,881,698


				9,026,192

Health Care Providers & Services - 2.5%
Fleury S.A. (Brazil)		464,860		3,756,317
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		117,870		5,696,657
Orpea (France)¹		35,425		3,949,461


				13,402,435

Life Sciences Tools & Services - 0.8%
Tecan Group AG (Switzerland)¹		23,090		4,348,000

Pharmaceuticals - 0.3%
Kalbe Farma Tbk PT (Indonesia)¹		11,000,000		1,339,076


Total Health Care				32,280,611


Industrials - 21.5%
Aerospace & Defense - 3.2%
Korea Aerospace Industries Ltd. (South Korea)¹		143,094		7,128,749
LIG Nex1 Co. Ltd. (South Korea)¹		73,940		4,783,444
QinetiQ Group plc (United Kingdom)¹		703,810		2,479,390
Thales S.A. (France)¹		25,940		2,791,781


				17,183,364

Airlines - 0.2%
Ryanair Holdings plc - ADR (Ireland)*		12,419		1,336,409

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

International Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Building Products - 1.5%
Cie de Saint-Gobain (France)¹		96,045	$	5,129,299
Geberit AG (Switzerland)¹		5,690		2,657,004


				7,786,303

Commercial Services & Supplies - 2.1%
China Everbright International Ltd. (China)¹		1,941,000		2,420,831
Elis S.A. (France)¹		122,855		2,814,801
SPIE S.A. (France)¹		193,685		5,817,890


				11,053,522

Construction & Engineering - 3.5%
Eiffage S.A. (France)¹		63,170		5,738,439
Larsen & Toubro Ltd. (India)¹		292,955		7,643,742
Vinci S.A. (France)¹		62,950		5,369,740


				18,751,921

Industrial Conglomerates - 1.9%
Siemens AG (Germany)¹		73,430		10,100,608


Machinery - 3.7%
Airtac International Group (Taiwan)¹		98,000		1,158,264
ANDRITZ AG (Austria)¹		88,945		5,366,318
FANUC Corp. (Japan)¹		20,740		4,014,139
Jungheinrich AG (Germany)¹		72,420		2,653,716
Metso OYJ (Finland)¹		73,185		2,539,370
The Weir Group plc (United Kingdom)¹		170,525		3,848,741


				19,580,548


Professional Services - 4.7%
Applus Services S.A. (Spain)¹		564,650		7,123,826
Intertek Group plc (United Kingdom)¹		100,110		5,499,597
Randstad Holding N.V. (Netherlands)¹		68,870		4,015,206
RELX plc (United Kingdom)¹		130,085		2,812,062
SGS S.A. (Switzerland)¹		2,330		5,649,519


				25,100,210


Trading Companies & Distributors - 0.7%
Ashtead Group plc (United Kingdom)¹		187,240		3,874,507


Total Industrials				114,767,392


Information Technology - 11.1%

Electronic Equipment, Instruments & Components - 5.0%
Halma plc (United Kingdom)¹		179,885		2,577,829
Hexagon A.B. (Sweden)¹		62,100		2,950,350
Hitachi Ltd. (Japan)¹		1,168,660		7,205,598
Hollysys Automation Technologies Ltd. (China)		161,940		2,689,823

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

International Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
Electronic Equipment, Instruments & Components (continued)
Keyence Corp. (Japan)¹		25,618	$	11,277,757


				26,701,357

Internet Software & Services - 1.7%
Alibaba Group Holding Ltd. - ADR (China)*		32,750		4,614,475
Tencent Holdings Ltd. - Class H (China)¹		122,200		4,383,920


				8,998,395

IT Services - 1.2%
Altran Technologies S.A. (France)¹		229,605		3,740,465
Sopra Steria Group (France)¹		17,490		2,791,141


				6,531,606

Software - 2.2%
Dassault Systemes S.E. (France)¹		30,025		2,692,974
Gemalto N.V. (Netherlands)¹		93,595		5,613,560
Sophos Group plc (United Kingdom)^1,2		592,295		3,421,938


				11,728,472

Technology Hardware, Storage & Peripherals - 1.0%
Samsung Electronics Co. Ltd. (South Korea)¹		2,610		5,436,165


Total Information Technology				59,395,995


Materials - 9.0%

Chemicals - 4.2%
Asian Paints Ltd. (India)¹		150,520		2,565,365
Croda International plc (United Kingdom)¹		79,940		4,048,382
D&L Industries, Inc. (Philippines)¹		10,271,300		2,446,416
Givaudan S.A. (Switzerland)¹		3,440		6,893,070
Pidilite Industries Ltd. (India)¹		214,040		2,668,836
Symrise AG (Germany)¹		56,560		4,012,957


				22,635,026

Construction Materials - 0.8%
Wienerberger AG (Austria)¹		176,730		4,020,472


Metals & Mining - 4.0%
Antofagasta plc (Chile)¹		522,585		5,452,147
First Quantum Minerals Ltd. (Zambia)		600,205		5,077,305
Grupo Mexico, S.A.B. de C.V. - Series B (Mexico)		1,949,010		5,475,860
Lundin Mining Corp. (Canada)		936,885		5,324,524


				21,329,836

Total Materials				47,985,334

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

International Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Telecommunication Services - 0.8%
Diversified Telecommunication Services - 0.8%
Telekomunikasi Indonesia Persero Tbk PT (Indonesia)¹		12,002,900	$	4,076,083


Utilities - 2.8%
Electric Utilities - 2.4%
Pampa Energia S.A. - ADR (Argentina)*		95,910		5,644,304
Power Grid Corp. of India Ltd. (India)¹		2,298,945		7,485,802


				13,130,106

Water Utilities - 0.4%
CT Environmental Group Ltd. (China)¹		11,250,000		1,958,791


Total Utilities				15,088,897


TOTAL COMMON STOCKS
(Identified Cost $426,918,821)				474,743,805


MUTUAL FUNDS - 7.5%
Global X MSCI Argentina ETF (United States)		90,770		2,658,653
Global X MSCI Greece ETF (United States)		437,915		4,427,321
iShares MSCI Europe Financials ETF (United States)		244,115		5,355,883
iShares MSCI Eurozone ETF (United States)		398,385		16,064,875
iShares MSCI South Korea Capped ETF (United States)		168,063		11,396,352


TOTAL MUTUAL FUNDS
(Identified Cost $38,049,560)				39,903,084


SHORT-TERM INVESTMENT - 3.0%
Dreyfus Government Cash Management³, 0.91%, (Identified Cost $16,204,241)		16,204,241		16,204,241


TOTAL INVESTMENTS - 99.6%
(Identified Cost $481,172,622)				530,851,130

OTHER ASSETS, LESS LIABILITIES - 0.4%				1,874,412


NET ASSETS - 100%			$	532,725,542

ADR - American Depositary Receipt

ETF - Exchange-Traded Fund

^*Non-income producing security.

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

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $15,946,871 or 3.0% of the Series’ net assets as of June 30, 2017 (see Note 2 to the financial statements).

³Rate shown is the current yield as of June 30, 2017.

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

International Series

Investment Portfolio - June 30, 2017

(unaudited)

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

France 14.1%; United Kingdom 10.5%; India 10.2%; United States 9.4%.

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

International Series

Statement of Assets & Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments, at value (identified cost $481,172,622) (Note 2)	$	530,851,130
Foreign currency, at value (cost $23,441)		23,422
Receivable for securities sold		6,898,341
Foreign tax reclaims receivable		1,145,100
Receivable for fund shares sold		344,118
Dividends receivable		224,872
Prepaid and other expenses		38,183


TOTAL ASSETS		539,525,166


LIABILITIES:

Accrued management fees (Note 3)		324,078
Accrued shareholder services fees (Class S) (Note 3)		95,684
Accrued fund accounting and administration fees (Note 3)		17,774
Accrued Chief Compliance Officer service fees (Note 3)		240
Accrued foreign capital gains tax (Note 2)		671,262
Payable for securities purchased		4,942,515
Payable for fund shares repurchased		580,427
Audit fees payable		18,809
Other payables and accrued expenses		148,835


TOTAL LIABILITIES		6,799,624


TOTAL NET ASSETS	$	532,725,542


NET ASSETS CONSIST OF:

Capital stock	$	592,353
Additional paid-in-capital		483,694,491
Undistributed net investment income		3,301,852
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(3,871,023	)
Net unrealized appreciation on investments (net of foreign capital gains tax of $671,262), foreign currency and translation of other assets and liabilities		49,007,869


TOTAL NET ASSETS	$	532,725,542


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($460,346,400/52,680,255 shares)	$	8.74


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($72,379,142/6,555,066 shares)	$	11.04

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

International Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $713,678)	$	6,199,000


EXPENSES:

Management fees (Note 3)		1,875,498
Shareholder services fees (Class S)(Note 3)		539,291
Transfer agent fees (Note 3)		84,785
Fund accounting and administration fees (Note 3)		48,314
Directors’ fees (Note 3)		16,582
Chief Compliance Officer service fees (Note 3)		1,933
Custodian fees		157,496
Miscellaneous		79,277


Total Expenses		2,803,176
Less reduction of expenses (Note 3)		(138,320	)


Net Expenses		2,664,856


NET INVESTMENT INCOME		3,534,144


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

Net realized gain (loss) on-
Investments (net of foreign capital gains tax of $62,891)		9,953,104
Foreign currency and translation of other assets and liabilities		(161,892	)


		9,791,212


Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $440,928)		48,346,793
Foreign currency and translation of other assets and liabilities		64,530


		48,411,323


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		58,202,535


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	61,736,679

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

International Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,534,144		$	3,831,589
Net realized gain (loss) on investments and foreign currency		9,791,212			(11,985,983	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		48,411,323			27,584,566


Net increase from operations		61,736,679			19,430,172


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		—			(3,088,412	)
From net investment income (Class I)		—			(484,908	)


Total distributions to shareholders		—			(3,573,320	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(3,450,234	)		(50,560,425	)


Net increase (decrease) in net assets		58,286,445			(34,703,573	)

NET ASSETS:

Beginning of period		474,439,097			509,142,670


End of period (including distributions in excess of net investment income of $3,301,852 and $232,292, respectively)	$	532,725,542		$	474,439,097

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

International Series

Financial Highlights - Class S


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	6/30/17 UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$7.71			$7.43			$8.10			$9.91			$8.70			$7.61

Income (loss) from investment operations:
Net investment income¹		0.06			0.05			0.08			0.12			0.11			0.10
Net realized and unrealized gain (loss) on investments		0.97			0.29			(0.39	)		(0.84	)		1.59			1.10

Total from investment operations		1.03			0.34			(0.31	)		(0.72	)		1.70			1.20

Less distributions to shareholders:
From net investment income		—			(0.06	)		(0.07	)		(0.12	)		(0.12	)		(0.10	)
From return of capital		—			—			—			—			—			(0.01	)
From net realized gain on investments		—			—			(0.29	)		(0.97	)		(0.37	)		—

Total distributions to shareholders		—			(0.06	)		(0.36	)		(1.09	)		(0.49	)		(0.11	)

Net asset value - End of period		$8.74			$7.71			$7.43			$8.10			$9.91			$8.70

Net assets - End of period (000’s omitted)		$460,346			$411,927			$377,770			$490,833			$637,598			$565,609

Total return²		13.36%			4.55%			(3.72%	)		(7.03%	)		19.69%			15.78%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.10%	³		1.10%			1.10%			1.10%			1.10%			1.10%
Net investment income		1.38%	³		0.65%			0.96%			1.20%			1.21%			1.30%
Portfolio turnover		68%			47%			33%			22%			22%			22%

*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

		0.06%	³		0.05%			0.03%			0.04%			0.03%			0.07%

¹Calculated based on average shares outstanding during the periods.

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

³Annualized.

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

International Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD 3/15/12¹ TO 12/31/12
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			FOR THE PERIOD 3/15/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$9.73			$9.35			$10.10			$12.05			$10.47			$10.00

Income (loss) from investment operations:
Net investment income²		0.09			0.11			0.12			0.17			0.17			0.13
Net realized and unrealized gain (loss) on investments		1.22			0.35			(0.49	)		(1.00	)		1.91			0.46

Total from investment operations		1.31			0.46			(0.37	)		(0.83	)		2.08			0.59

Less distributions to shareholders:
From net investment income		—			(0.08	)		(0.09	)		(0.15	)		(0.13	)		(0.11	)
From return of capital		—			—			—			—			—			(0.01	)
From net realized gain on investments		—			—			(0.29	)		(0.97	)		(0.37	)		—

Total distributions to shareholders		—			(0.08	)		(0.38	)		(1.12	)		(0.50	)		(0.12	)

Net asset value - End of period		$11.04			$9.73			$9.35			$10.10			$12.05			$10.47

Net assets - End of period (000’s omitted)		$72,379			$62,513			$131,373			$126,321			$140,787			$95,925

Total return³		13.46%			4.89%			(3.55%	)		(6.72%	)		19.97%			5.88%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85%	⁴		0.85%			0.85%			0.85%			0.85%			0.85%	⁴
Net investment income		1.64%	⁴		1.16%			1.18%			1.42%			1.48%			1.67%	⁴
Portfolio turnover		68%			47%			33%			22%			22%			22%

*The investment advisor did not impose all or a portion of its management and/or other fees during the period, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:

		0.06%	⁴		0.05%			0.03%			0.04%			0.03%			0.09%	⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

International Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 250 million have been designated as International Series Class S common stock and 100 million have been designated as International Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

International 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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	57,772,359	$	2,722,892	$	55,049,467	$	—
Consumer Staples		78,095,199		12,104,750		65,990,449		—
Energy		25,882,111		21,850,368		4,031,743		—
Financials		39,399,824		5,555,314		33,844,510		—
Health Care		32,280,611		13,617,882		18,662,729		—
Industrials		114,767,392		1,336,409		113,430,983		—
Information Technology		59,395,995		7,304,298		52,091,697		—
Materials		47,985,334		15,877,689		32,107,645		—
Telecommunication Services		4,076,083		—		4,076,083		—
Utilities		15,088,897		5,644,304		9,444,593		—
Mutual fund		56,107,325		56,107,325		—		—

Total assets	$	530,851,130	$	142,121,231	$	388,729,899	$	—

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

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

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 June 30, 2017.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

International Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Foreign Currency Translation

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

Forward Foreign Currency Exchange Contracts

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

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

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

Federal Taxes

International Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Taxes

Based on the Series’ understanding of the tax rules and rates related to income, gains and currency purchase/repatriation transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax. The Series is subject to a tax imposed on short term capital gains on securities of issuers domiciled in India. The Series records an estimated deferred tax liability for securities that have been held for less than a year at the end of the reporting period, assuming those positions were disposed of at the end of the period. This amount is reported in Accrued foreign capital gains tax in the accompanying Statement of Assets and Liabilities. Realized losses on the sale of securities of issuers domiciled in India can be carried forward for eight years to offset potential future short term realized capital gains.

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

International Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

each share class’ shareholder services fee, at no more than 0.85% of average daily net assets. Accordingly, the Advisor waived fees of $138,320 for the six months ended June 30, 2017, 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.

Pursuant to a master services agreement effective through February 28, 2017, the Fund paid 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); and 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of 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 were 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, were charged. The Advisor had agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the 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); and 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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 June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short- term securities, were $329,310,508 and $332,511,255, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

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


CLASS S	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,415,396		$	46,154,333			17,069,969		$	140,514,976
Reinvested		—			—			391,851			2,995,846
Repurchased		(6,144,226	)		(50,913,657	)		(14,921,965	)		(114,741,356	)

Total		(728,830	)	$	(4,759,324	)		2,539,855		$	28,769,466

International Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions (continued)


CLASS I	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		406,002		$	4,224,516			2,029,100		$	19,953,392
Reinvested		—			—			49,653			478,430
Repurchased		(273,399	)		(2,915,426	)		(9,708,371	)		(99,761,713	)

Total		132,603		$	1,309,090			(7,629,618	)	$	(79,329,891	)

Approximately 64% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information


Ordinary income		$	3,573,320

At June 30, 2017, the identified cost 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	$	481,442,944
Unrealized appreciation		60,304,797
Unrealized depreciation		(10,896,611	)

Net unrealized appreciation	$	49,408,186

At December 31, 2016, the Series had net long-term capital loss carryforwards of $13,433,884, which may be carried forward indefinitely.

{This page intentionally left blank}

International Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

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

MNINT-6/17-SAR

LOGO

World Opportunities Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

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.


	BEGINNING ACCOUNT VALUE 1/1/17		ENDING ACCOUNT VALUE 6/30/17		EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17
Class S

Actual		$1,000.00		$1,145.40		$5.85

Hypothetical (5% return before expenses)		$1,000.00		$1,019.34		$5.51

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.10%, 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 Series’ total return would have been lower had certain expenses not been waived during the period.

World Opportunities Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO

World Opportunities Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 96.3%

Consumer Discretionary - 10.4%
Diversified Consumer Services - 1.4%
Kroton Educacional S.A. (Brazil)		2,502,932	$	11,211,781


Hotels, Restaurants & Leisure - 3.4%
Accor S.A. (France)¹		575,208		26,982,608


Media - 1.5%
Liberty Global plc - Class A - ADR (United Kingdom)*		388,700		12,485,044


Specialty Retail - 2.3%
Kingfisher plc (United Kingdom)¹		4,751,300		18,610,543


Textiles, Apparel & Luxury Goods - 1.8%
lululemon athletica, Inc. (United States)*		241,355		14,401,653

Total Consumer Discretionary				83,691,629


Consumer Staples - 25.0%
Beverages - 11.0%
Ambev S.A. - ADR (Brazil)		5,307,751		29,139,553
Anheuser-Busch InBev S.A./N.V. (Belgium)¹		278,720		30,784,277
Diageo plc (United Kingdom)¹		960,020		28,370,438

				88,294,268


Food Products - 5.6%
Danone S.A. (France)¹		268,915		20,184,157
Nestle S.A. (Switzerland)¹		282,120		24,605,851

				44,790,008


Personal Products - 5.4%
Beiersdorf AG (Germany)¹		83,091		8,739,662
Unilever plc - ADR (United Kingdom)		635,910		34,415,449

				43,155,111


Tobacco - 3.0%
Japan Tobacco, Inc. (Japan)¹		699,100		24,572,041

Total Consumer Staples				200,811,428


Energy - 4.3%
Energy Equipment & Services - 3.1%
Schlumberger Ltd. (United States)		377,530		24,856,575


Oil, Gas & Consumable Fuels - 1.2%
Cameco Corp. (Canada)		1,096,165		9,975,102

Total Energy				34,831,677


Financials - 2.7%
Banks - 2.7%
Bankia S.A. (Spain)¹		1,758,596		8,505,908
CaixaBank S.A. (Spain)¹		2,678,290		12,803,263

Total Financials				21,309,171

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

World Opportunities Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Health Care - 17.0%

Health Care Equipment & Supplies - 3.9%
Medtronic plc (United States)		351,640	$	31,208,050


Health Care Providers & Services - 3.0%
Fresenius Medical Care AG & Co. KGaA (Germany)¹		250,705		24,192,251


Life Sciences Tools & Services - 2.8%
QIAGEN N.V. (United States)		357,988		12,003,338
QIAGEN N.V. (United States)¹		309,598		10,301,505

				22,304,843


Pharmaceuticals - 7.3%
Novartis AG - ADR (Switzerland)		395,330		32,998,195
Perrigo Co. plc (United States)		340,400		25,707,008

				58,705,203

Total Health Care				136,410,347


Industrials - 13.4%
Aerospace & Defense - 2.6%
Safran S.A. (France)¹		224,155		20,556,469


Airlines - 1.1%
Ryanair Holdings plc - ADR (Ireland)*		79,023		8,503,665


Construction & Engineering - 1.5%
Vinci S.A. (France)¹		145,060		12,373,860


Machinery - 1.4%
The Weir Group plc (United Kingdom)¹		499,020		11,262,857


Trading Companies & Distributors - 3.9%
Brenntag AG (Germany)¹		406,703		23,586,438
Howden Joinery Group plc (United Kingdom)¹		1,470,240		7,799,363

				31,385,801


Transportation Infrastructure - 2.9%
Aena S.A. (Spain)^1,2		117,625		22,969,200

Total Industrials				107,051,852


Information Technology - 11.9%
Internet Software & Services - 7.4%
Alibaba Group Holding Ltd. - ADR (China)*		120,995		17,048,196
NetEase, Inc. - ADR (China)		43,040		12,939,115
Tencent Holdings Ltd. - Class H (China)¹		806,465		28,931,900

				58,919,211

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

World Opportunities Series

Investment Portfolio - June 30, 2017

(unaudited)



	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Information Technology (continued)
IT Services - 3.4%
Amdocs Ltd. - ADR (United States)		428,737	$	27,636,387

Technology Hardware, Storage & Peripherals - 1.1%
Samsung Electronics Co. Ltd. (South Korea)¹		4,170		8,685,367

Total Information Technology				95,240,965


Materials - 8.3%
Chemicals - 5.9%
Akzo Nobel N.V. (Netherlands)¹		325,700		28,325,735
Solvay S.A. (Belgium)¹		140,365		18,838,594

				47,164,329

Metals & Mining - 2.4%
Antofagasta plc (Chile)¹		388,815		4,056,520
First Quantum Minerals Ltd. (Zambia)		630,350		5,332,310
Grupo Mexico, S.A.B. de C.V. - Series B (Mexico)		1,234,500		3,468,402
Lundin Mining Corp. (Canada)		1,139,850		6,478,019

				19,335,251

Total Materials				66,499,580


Telecommunication Services - 3.3%
Diversified Telecommunication Services - 1.7%
Iliad S.A. (France)¹		55,795		13,185,962

Wireless Telecommunication Services - 1.6%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		821,645		13,080,589


Total Telecommunication Services				26,266,551


TOTAL COMMON STOCKS
(Identified Cost $713,868,952)				772,113,200


SHORT-TERM INVESTMENT - 2.2%

Dreyfus Government Cash Management³, 0.91%,
(Identified Cost $17,548,571)		17,548,571		17,548,571


TOTAL INVESTMENTS - 98.5%
(Identified Cost $731,417,523)				789,661,771
OTHER ASSETS, LESS LIABILITIES - 1.5%				12,369,148

NET ASSETS - 100%			$	802,030,919

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

World Opportunities Series

Investment Portfolio - June 30, 2017

(unaudited)

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.

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $22,969,200 or 2.9% of the Series’ net assets as of June 30, 2017 (See Note 2 to the financial statements).

³Rate shown is the current yield as of June 30, 2017.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United States - 18.2%; United Kingdom - 14.1%; France - 11.6%.

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

World Opportunities Series

Statement of Assets and Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments (identified cost $731,417,523)	$	789,661,771
Foreign tax reclaims receivable		7,885,076
Receivable for securities sold		6,504,656
Dividends receivable		1,118,588
Receivable for fund shares sold		281,225
Prepaid expenses		33,097


TOTAL ASSETS		805,484,413


LIABILITIES:

Accrued management fees (Note 3)		287,165
Accrued shareholder services fees (Class S) (Note 3)		167,248
Accrued fund accounting and administration fees (Note 3)		22,253
Accrued directors’ fees (Note 3)		2,424
Accrued Chief Compliance Officer service fees (Note 3)		196
Payable for fund shares repurchased		2,795,700
Other payables and accrued expenses		178,508


TOTAL LIABILITIES		3,453,494


TOTAL NET ASSETS	$	802,030,919


NET ASSETS CONSIST OF:

Capital stock	$	1,028,181
Additional paid-in-capital		1,262,416,604
Undistributed net investment income		6,029,719
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(525,281,011	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		57,837,426


TOTAL NET ASSETS	$	802,030,919


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($802,030,919/102,818,111 shares)	$	7.80

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

World Opportunities Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $1,240,285) (Note 2)	$	10,028,457


EXPENSES:

Management fees (Note 3)		3,710,443
Shareholder services fees (Class S) (Note 3)		343,459
Transfer agent fees (Note 3)		180,848
Fund accounting and administration fees (Note 3)		60,024
Directors’ fees (Note 3)		29,541
Chief Compliance Officer service fees (Note 3)		1,933
Legal fees		221,776
Custodian fees		68,654
Miscellaneous		147,540


Total Expenses		4,764,218


Less reduction of expenses (Note 3)		(304,926	)


Net Expenses		4,459,292


NET INVESTMENT INCOME		5,569,165


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

Net realized gain (loss) on-
Investments (net of foreign capital gains tax of $6,468)		2,264,362
Foreign currency and translation of other assets and liabilities		(104,120	)


		2,160,242


Net change in unrealized appreciation (depreciation) on- Investments		103,285,228
Foreign currency and translation of other assets and liabilities		714,383


		103,999,611


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		106,159,853


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	111,729,018

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

World Opportunities Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	5,569,165		$	13,420,053
Net realized gain (loss) on investments and foreign currency		2,160,242			(122,587,132	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		103,999,611			134,935,330


Net increase from operations		111,729,018			25,768,251


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		—			(13,256,282	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(115,045,790	)		(799,089,602	)


Net decrease in net assets		(3,316,772	)		(786,577,633	)

NET ASSETS:

Beginning of period		805,347,691			1,591,925,324


End of period (including undistributed net investment income of $6,029,719 and $460,554, respectively)	$	802,030,919		$	805,347,691

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

World Opportunities Series

Financial Highlights*


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):

Net asset value - Beginning of period		$6.81			$6.77			$7.33			$9.05			$7.75			$6.63


Income (loss) from investment operations:
Net investment income¹		0.05			0.08	²		0.08			0.10			0.10			0.12
Net realized and unrealized gain (loss) on investments		0.94			0.07			(0.51	)		(1.01	)		1.35			1.13


Total from investment operations		0.99			0.15			(0.43	)		(0.91	)		1.45			1.25


Less distributions to shareholders:
From net investment income		—			(0.11	)		(0.13	)		(0.10	)		(0.10	)		(0.13	)
From net realized gain on investments		—			—			—			(0.71	)		(0.05	)		—


Total distributions to shareholders		—			(0.11	)		(0.13	)		(0.81	)		(0.15	)		(0.13	)


Net asset value - End of period		$7.80			$6.81			$6.77			$7.33			$9.05			$7.75


Net assets - End of period (000’s omitted)		$802,031			$805,348			$1,591,925			$5,444,192			$7,924,877			$6,925,778


Total return³		14.54%			2.26%	^2,4		(5.91%	)		(9.77%	)		18.79%			18.81%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.10%	⁵		1.07%			1.08%			1.07%			1.07%			1.08%
Net investment income		1.37%	⁵		1.19%	²		1.09%			1.16%			1.17%			1.64%
Portfolio turnover		18%			27%			71%			43%			46%			45%

*Effective May 1, 2017, Class A shares of the Series have been redesignated as Class S shares.
**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:
		0.08%	⁵		N/A			N/A			N/A			N/A			N/A

¹Calculated based on average shares outstanding during the periods.

²Includes a special dividend paid by two of the Series’ securities during the year. Without the special dividends, the Series’ net investment income per share, total return and net investment income ratio would have been $0.05, 1.51% and 0.68%, respectively.

⁴Includes the litigation settlement amount. Excluding this amount, the Series’ total return is 1.66%.

⁵Annualized.

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

World Opportunities Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. Effective May 1, 2017, Class A shares of the Series have been redesignated as Class S shares. 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 June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 2.5 billion have been designated as World Opportunities Series Class S common stock.

2.	Significant Accounting Policies

Security Valuation

World Opportunities 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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	83,691,629	$	38,098,478	$	45,593,151	$	—
Consumer Staples		200,811,428		63,555,002		137,256,426		—
Energy		34,831,677		34,831,677		—		—
Financials		21,309,171		—		21,309,171		—
Health Care		136,410,347		101,916,591		34,493,756		—
Industrials		107,051,852		8,503,665		98,548,187		—
Information Technology		95,240,965		57,623,698		37,617,267		—
Materials		66,499,580		15,278,731		51,220,849		—
Telecommunication Services		26,266,551		13,080,589		13,185,962		—
Mutual fund		17,548,571		17,548,571		—		—

Total assets	$	789,661,771	$	350,437,002	$	439,224,769	$	—

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Foreign Currency Translation

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

Restricted Securities

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

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Other

3.	Transactions with Affiliates

Effective May 1, 2017, shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Shares of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of shares. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

Effective May 1, 2017, the Advisor has contractually agreed, until at least February 28, 2018, 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, at no more than 0.85% of average daily net assets each year. The Series did not have a contractual expense limitation prior to April 30, 2017. Accordingly, the Advisor waived fees of $304,926 for the six months ended June 30, 2017, 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.

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

(excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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 June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $138,449,458 and $258,014,607, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class S shares of World Opportunities Series were:


	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		112,797,519		$	28,203,724			16,981,724		$	114,616,179
Reinvested		—			—			1,873,018			12,624,144
Repurchased		(128,314,846	)		(143,249,514	)		(135,727,616	)		(926,329,925	)


Total		(15,517,327	)	$	(115,045,790	)		(116,872,874	)	$	(799,089,602	)

Approximately 16% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information

World Opportunities Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)


Ordinary income		$	13,256,282

At June 30, 2017, the identified cost 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	$	752,148,792
Unrealized appreciation		76,250,864
Unrealized depreciation		(38,737,885	)

Net unrealized appreciation	$	37,512,979

At December 31, 2016, the Series had net short-term capital loss carryforwards of $87,096,379 and net long-term capital loss carryforwards of $416,073,285, which may be carried forward indefinitely.

{This page intentionally left blank}

World Opportunities Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNWOP-6/17-SAR

LOGO

Ohio Tax Exempt Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/17	ENDING ACCOUNT VALUE 6/30/17	EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17
Class A

Actual	$1,000.00	$1,021.80	$3.91

Hypothetical (5% return before expenses)	$1,000.00	$1,020.93	$3.91

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.78%, 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.

Ohio Tax Exempt Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE			MATURITY DATE		CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES - 97.7%

Akron, Various Purposes Impt., G.O. Bond		3.000	%		12/1/2017		Aa3	$	100,000	$	100,886
Akron, Various Purposes Impt., Series A, G.O. Bond .		1.250	%		12/1/2017		AA²		350,000		350,546
Akron, Various Purposes Impt., Series A, G.O. Bond .		5.000	%		12/1/2018		AA²		225,000		237,438
Akron, Various Purposes Impt., Series C, G.O. Bond .		3.000	%		12/1/2017		AA²		300,000		302,658
American Municipal Power, Inc., Fremont Energy Center Project, Series B, Revenue Bond		5.000	%		2/15/2019		A1		720,000		763,618
American Municipal Power, Inc., Fremont Energy Center Project, Series B, Revenue Bond		5.000	%		2/15/2022		A1		200,000		230,136
American Municipal Power, Inc., Prairie State Energy Campus Project, Series A, Revenue Bond, AGC		4.375	%		2/15/2020		A1		100,000		104,878
American Municipal Power, Inc., Prairie State Energy Campus Project, Unrefunded Balance, Series A, Revenue Bond, AGC		4.500	%		2/15/2018		A1		100,000		102,165
Barberton City School District, G.O. Bond		4.000	%		12/1/2019		AA²		625,000		667,919
Batavia Local School District, G.O. Bond, NATL		5.625	%		12/1/2022		A3		125,000		136,875
Beavercreek City School District, G.O. Bond		5.000	%		12/1/2023		Aa1		500,000		600,915
Beavercreek City School District, G.O. Bond		5.000	%		12/1/2024		Aa1		590,000		719,304
Beavercreek City School District, G.O. Bond		5.000	%		12/1/2034		Aa1		210,000		242,273
Cincinnati City School District, School Impt., G.O. Bond		4.500	%		6/1/2018		Aa2		350,000		361,340
Cincinnati City School District, School Impt., G.O. Bond, AGM		5.000	%		12/1/2018		Aa2		400,000		422,336
Cincinnati Water System, Series B, Revenue Bond		5.000	%		12/1/2026		Aaa		500,000		628,105
Cincinnati Water System, Series C, Revenue Bond		5.000	%		12/1/2024		Aaa		600,000		736,164
Cincinnati Water System, Series C, Revenue Bond		5.000	%		12/1/2025		Aaa		250,000		310,910
Cincinnati Water System, Water Utility Impt., Prerefunded Balance, Series A, Revenue Bond		5.000	%		12/1/2018		WR³		190,000		200,762
Cincinnati Water System, Water Utility Impt., Prerefunded Balance, Series A, Revenue Bond		5.000	%		12/1/2018		Aaa		120,000		126,797
Cincinnati Water System, Water Utility Impt., Prerefunded Balance, Series A, Revenue Bond		4.250	%		12/1/2019		WR³		125,000		134,182
Cincinnati Water System, Water Utility Impt., Prerefunded Balance, Series A, Revenue Bond		5.000	%		12/1/2037		AAA		335,000		388,376
Cincinnati Water System, Water Utility Impt., Unrefunded Balance, Series A, Revenue Bond		5.000	%		12/1/2018		Aaa		40,000		42,285
Cincinnati Water System, Water Utility Impt., Unrefunded Balance, Series A, Revenue Bond		4.250	%		12/1/2019		Aaa		75,000		80,584
Cincinnati, Public Impt., Series C, G.O. Bond		5.000	%		12/1/2020		Aa2		300,000		337,539
Clermont County Transportation Improvement District, Public Impt., Revenue Bond		4.000	%		12/1/2027		Aa2		500,000		573,400
Cleveland Department of Public Utilities Division of Water, Series T, Revenue Bond		5.000	%		1/1/2019		Aa1		370,000		391,793
Cleveland Department of Public Utilities Division of Water, Series Y, Revenue Bond		5.000	%		1/1/2022		Aa1		1,140,000		1,321,192

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE			MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)

Cleveland Department of Public Utilities Division of Water, Water Utility Impt., 2nd Lien, Series A, Revenue Bond		5.000	%		1/1/2019		Aa2	$	235,000	$	248,731
Cleveland, Public Impt., Revenue Bond		4.000	%		11/15/2020		A1		220,000		239,017
Columbus City School District, School Impt., G.O. Bond		5.000	%		12/1/2029		Aa2		250,000		303,230
Columbus, Public Impt., Series A, G.O. Bond		4.000	%		8/15/2025		Aaa		375,000		433,811
Columbus, Public Impt., Series A, G.O. Bond		4.000	%		8/15/2026		Aaa		300,000		343,614
Columbus, Recreational Facilities Impt., Series A, G.O. Bond		4.000	%		2/15/2021		Aaa		500,000		547,970
Columbus, Various Purposes Impt., Series A, G.O. Bond		5.000	%		8/15/2018		Aaa		100,000		104,535
Cuyahoga County, G.O. Bond		5.000	%		12/1/2018		Aa2		250,000		264,025
Cuyahoga County, Limited Tax, Various Purposes Impt., Series A, G.O. Bond		4.000	%		12/1/2018		Aa2		400,000		416,820
Cuyahoga County, Public Impt., Revenue Bond		2.000	%		12/1/2017		Aa2		280,000		281,341
Cuyahoga County, Public Impt., Revenue Bond		2.000	%		12/1/2018		Aa2		185,000		187,577
Cuyahoga County, Public Impt., Revenue Bond		2.000	%		12/1/2019		Aa2		85,000		86,756
Cuyahoga County, Public Impt., Revenue Bond		5.000	%		12/1/2024		Aa2		500,000		610,745
Cuyahoga County, Public Impt., Series A, G.O. Bond		5.000	%		12/1/2020		Aa2		395,000		444,284
Cuyahoga County, Public Impt., Series A, Revenue Bond		2.000	%		12/1/2021		Aa2		155,000		159,173
Cuyahoga County, Public Impt., Series A, Revenue Bond		2.000	%		12/1/2022		Aa2		170,000		174,235
Dayton, Water Utility Impt., Revenue Bond		2.000	%		12/1/2021		Aa2		245,000		250,762
Dayton, Water Utility Impt., Revenue Bond		2.250	%		12/1/2022		Aa2		200,000		206,632
Dayton, Water Utility Impt., Revenue Bond		2.500	%		12/1/2023		Aa2		200,000		208,428
Delaware County, Public Impt., G.O. Bond		4.000	%		12/1/2040		Aaa		300,000		314,196
Delaware County, Public Impt., Revenue Bond		3.000	%		12/1/2024		Aa1		305,000		324,246
Dublin City School District, G.O. Bond		5.000	%		12/1/2026		Aa1		235,000		292,244
Dublin, Various Purposes Impt., G.O. Bond		3.500	%		12/1/2035		Aaa		450,000		461,628
Fairfield City School District, G.O. Bond		5.000	%		12/1/2020		Aa3		200,000		224,240
Fairfield County, Public Impt., G.O. Bond		2.000	%		12/1/2018		Aa2		300,000		304,011
Franklin County, G.O. Bond		5.000	%		12/1/2025		Aaa		275,000		339,867
Franklin County, Various Purposes Impt., G.O. Bond		5.000	%		12/1/2020		Aaa		100,000		105,523
Gahanna, Public Impt., G.O. Bond		4.000	%		12/1/2023		Aa1		300,000		342,360
Gahanna, Public Impt., G.O. Bond		4.000	%		12/1/2024		Aa1		375,000		431,276
Greater Cleveland Regional Transit Authority, Capital Impt., Revenue Bond		5.000	%		12/1/2025		Aa1		105,000		129,295
Greater Cleveland Regional Transit Authority, Capital Impt., Revenue Bond		5.000	%		12/1/2026		Aa1		500,000		608,695
Greater Cleveland Regional Transit Authority, Capital Impt., Revenue Bond		5.000	%		12/1/2027		Aa1		420,000		516,201
Greater Cleveland Regional Transit Authority, Transit Impt., Revenue Bond		5.000	%		12/1/2018		Aa1		350,000		369,635

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE			MATURITY DATE		CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)

Greene County Water System, Series A, Revenue Bond, NATL		5.250	%		12/1/2020		Aa2	$	100,000	$	112,168
Hamilton City School District, Various Purposes Impt., G.O. Bond		4.000	%		12/1/2018		AA²		200,000		208,086
Hamilton County Sewer System, Series A, Revenue Bond		5.000	%		12/1/2020		Aa2		500,000		562,385
Hamilton County Sewer System, Series A, Revenue Bond		5.000	%		12/1/2024		Aa2		570,000		694,921
Hamilton County Sewer System, Sewer Impt., Series A, Revenue Bond		4.000	%		12/1/2018		Aa2		150,000		156,308
Hamilton County Sewer System, Sewer Impt., Series A, Revenue Bond		5.000	%		12/1/2020		Aa2		500,000		562,385
Hamilton County, Limited Tax, Riverfront Infrastructure, Parking Facility Impt., G.O. Bond		5.000	%		12/1/2021		Aa2		500,000		577,565
Hamilton County, Various Purposes Impt., G.O. Bond		4.000	%		12/1/2024		Aa2		320,000		366,352
Hilliard School District, School Impt., Series A, G.O. Bond		5.000	%		12/1/2018		Aa1		500,000		528,125
Hilliard, Limited Tax, Various Purposes Impt., G.O. Bond		3.000	%		12/1/2018		Aa1		100,000		102,542
Huber Heights City School District, School Impt., G.O. Bond		5.000	%		12/1/2019		A1		300,000		326,262
Independence, Various Purposes Impt., G.O. Bond		3.000	%		12/1/2017		Aa1		100,000		100,818
Kenston Local School District, School Impt., G.O. Bond		2.000	%		12/1/2017		Aa1		100,000		100,401
Lakota Local School District, Butler County, G.O. Bond		5.000	%		12/1/2019		Aa1		175,000		190,626
Marysville City Wastewater Treatment System, Revenue Bond, BAM		4.000	%		12/1/2017		AA²		200,000		202,454
Marysville City Wastewater Treatment System, Revenue Bond, BAM		4.000	%		12/1/2018		AA²		335,000		347,723
Miami County, Various Purposes Impt., G.O. Bond		5.000	%		12/1/2018		Aa2		200,000		211,074
Miamisburg City School District, G.O. Bond		5.000	%		12/1/2022		Aa2		250,000		293,832
Miamisburg City School District, G.O. Bond		5.000	%		12/1/2024		Aa2		275,000		334,152
Middleburg Heights, G.O. Bond		3.750	%		12/1/2017		Aa1		100,000		101,209
Middletown, Various Purposes Impt., G.O. Bond, AGM		4.500	%		12/1/2018		A1		100,000		103,159
Middletown, Various Purposes Impt., G.O. Bond, AGM		5.000	%		12/1/2021		A1		230,000		238,259
New Albany Plain Local School District, School Impt., G.O. Bond		4.000	%		12/1/2028		Aa1		500,000		564,190
New Albany, Limited Tax, Recreational Facility Impt., G.O. Bond		3.000	%		12/1/2020		Aaa		340,000		359,346
North Ridgeville, Water Utility Impt., G.O. Bond, AGC		4.750	%		12/1/2018		Aa1		200,000		210,314

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE			MATURITY DATE		CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)

Northeast Ohio Regional Sewer District, Sewer Impt., Revenue Bond		5.000	%		11/15/2021		Aa1	$	750,000	$	862,635
Ohio State Turnpike Commission, Highway Impt., Series A, Revenue Bond		5.000	%		2/15/2018		Aa3		275,000		281,938
Ohio State Turnpike Commission, Highway Impt., Series A, Revenue Bond		5.000	%		2/15/2019		Aa3		375,000		398,329
Ohio State Turnpike Commission, Highway Impt., Series A-1, Revenue Bond		5.000	%		2/15/2024		A1		400,000		469,232
Ohio State Turnpike Commission, Series A, Revenue Bond, NATL		5.500	%		2/15/2019		Aa3		260,000		278,262
Ohio State Water Development Authority, Drinking Water Assistance, Revenue Bond		5.000	%		6/1/2021		Aaa		500,000		571,630
Ohio State Water Development Authority, Fresh Water, Revenue Bond		5.500	%		12/1/2021		Aaa		125,000		147,691
Ohio State Water Development Authority, Pollution Control, Series C, Revenue Bond		3.000	%		12/1/2021		Aaa		300,000		320,895
Ohio State Water Development Authority, Sewer Impt., Series A, Revenue Bond		5.000	%		6/1/2020		Aaa		450,000		499,869
Ohio State Water Development Authority, Water Utility Impt., Series B, Revenue Bond		5.000	%		12/1/2031		Aaa		455,000		547,811
Ohio State, Highway Impt., Series S, G.O. Bond		5.000	%		5/1/2026		Aa1		225,000		280,593
Ohio State, Infrastructure Impt., Series A, G.O. Bond		5.000	%		9/1/2025		Aa1		350,000		433,822
Ohio State, School Impt., Prerefunded Balance, Series B, G.O. Bond		5.000	%		6/15/2024		Aa1		1,150,000		1,353,136
Ohio State, Series A, G.O. Bond		5.000	%		9/15/2021		Aa1		500,000		575,495
Ohio State, Series A, G.O. Bond		5.000	%		9/1/2022		Aa1		125,000		147,316
Ohio State, Series A, G.O. Bond		5.000	%		9/1/2025		Aa1		600,000		743,694
Ohio State, Series B, Revenue Bond		5.000	%		12/15/2018		Aa2		650,000		687,408
Ohio State, Series B, Revenue Bond		5.000	%		12/15/2019		Aa2		350,000		382,697
Olentangy Local School District, School Impt., G.O. Bond		5.000	%		12/1/2019		Aa1		100,000		109,205
Olentangy Local School District, Series B, G.O. Bond		5.000	%		12/1/2018		Aa1		150,000		158,415
Olentangy Local School District, Series B, G.O. Bond		3.000	%		12/1/2020		Aa1		115,000		121,675
Oregon City School District, School Impt., G.O. Bond		4.000	%		12/1/2017		Aa3		100,000		101,261
Portage County, Limited Tax, Various Purposes Impt., G.O. Bond		4.000	%		12/1/2017		AA²		250,000		253,292
Sheffield, Limited Tax, Various Purposes Impt., G.O. Bond		2.000	%		12/1/2018		AA²		140,000		141,911
Springboro Community City School District, G.O. Bond, AGM		5.250	%		12/1/2018		Aa3		200,000		211,248
Springboro Sewer System, Revenue Bond		4.000	%		6/1/2018		Aa2		100,000		102,684
Springboro, Water Utility Impt., Prerefunded Balance, G.O. Bond		5.000	%		12/1/2019		WR³		95,000		100,381

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

Ohio Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE			MATURITY DATE		CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)

OHIO MUNICIPAL SECURITIES (continued)

Springboro, Water Utility Impt., Unrefunded Balance, G.O. Bond		5.000	%		12/1/2019		Aa1	$	5,000	$	5,270
Summit County, Various Purposes Impt., Series R, G.O. Bond, NATL		5.500	%		12/1/2019		Aa1		100,000		110,420
Toledo Water System, Water Utility Impt., Revenue Bond		5.000	%		11/15/2018		Aa3		500,000		527,220
Toledo Water System, Water Utility Impt., Revenue Bond		5.000	%		11/15/2019		Aa3		500,000		545,245
Toledo, Limited Tax, Capital Impt., G.O. Bond		5.000	%		12/1/2019		A2		275,000		297,701
Troy, Limited Tax, Water & Sewer Impt., G.O. Bond		2.000	%		12/1/2020		Aa1		100,000		101,821
Upper Arlington, Various Purposes Impt., G.O. Bond		4.000	%		12/1/2024		Aaa		535,000		615,287
Westerville, Various Purposes Impt., G.O. Bond		5.000	%		12/1/2020		Aaa		100,000		112,752
Worthington City School District, G.O. Bond		4.000	%		12/1/2018		Aa1		400,000		416,240


TOTAL MUNICIPAL BONDS
(Identified Cost $40,964,529)											41,459,616


SHORT-TERM INVESTMENT - 1.6%

Dreyfus Government Cash Management
(Identified Cost $672,839)		0.91	%⁴						672,839		672,839


TOTAL INVESTMENTS - 99.3%
(Identified Cost $41,637,368)											42,132,455
OTHER ASSETS, LESS LIABILITIES - 0.7%											304,029

NET ASSETS - 100%										$	42,436,484

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGC (Assured Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

BAM (Build America Mutual Assurance Co.)

NATL (National Public Finance Guarantee Corp.)

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

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Credit rating has been withdrawn. As of June 30, 2017, there is no rating available (unaudited).

⁴Rate shown is the current yield as of June 30, 2017.

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

Ohio Tax Exempt Series

Statement of Assets and Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments, at value (identified cost $41,637,368) (Note 2)	$	42,132,455
Interest receivable		249,747
Receivable for fund shares sold		102,005
Prepaid expenses		1,903


TOTAL ASSETS		42,486,110


LIABILITIES:

Accrued management fees (Note 3)		17,625
Accrued fund accounting and administration fees (Note 3)		12,189
Accrued Directors’ fees (Note 3)		322
Accrued Chief Compliance Officer service fees (Note 3)		316
Audit fees payable		18,111
Other payables and accrued expenses		1,063


TOTAL LIABILITIES		49,626


TOTAL NET ASSETS	$	42,436,484


NET ASSETS CONSIST OF:

Capital stock	$	39,855
Additional paid-in-capital		41,914,836
Undistributed net investment income		48,242
Accumulated net realized loss on investments		(61,536	)
Net unrealized appreciation on investments		495,087


TOTAL NET ASSETS	$	42,436,484


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($42,436,484/3,985,534 shares)	$	10.65

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

Ohio Tax Exempt Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Interest	$	364,668
Dividends		1,721


Total Investment Income		366,389


EXPENSES:

Management fees (Note 3)		107,362
Fund accounting and administration fees (Note 3)		30,118
Chief Compliance Officer service fees (Note 3)		1,933
Directors’ fees (Note 3)		1,358
Transfer agent fees (Note 3)		538
Audit fees		15,134
Custodian fees		1,226
Miscellaneous		8,792


Total Expenses		166,461


NET INVESTMENT INCOME		199,928


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		(2,666	)
Net change in unrealized appreciation (depreciation) on investments		723,421


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		720,755


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	920,683

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

Ohio Tax Exempt Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	199,928		$	349,561
Net realized gain (loss) on investments		(2,666	)		18,213
Net change in unrealized appreciation (depreciation) on investments		723,421			(754,630	)


Net increase (decrease) from operations		920,683			(386,856	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(193,392	)		(358,742	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(2,711,957	)		714,836


Net decrease in net assets		(1,984,666	)		(30,762	)

NET ASSETS:

Beginning of period		44,421,150			44,451,912


End of period (including undistributed net investment income of $48,242 and $ 41,706, respectively)	$	42,436,484		$	44,421,150

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

Ohio Tax Exempt Series

Financial Highlights


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):

Net asset value - Beginning of period		$10.47			$10.64			$10.57			$10.54			$10.93			$10.77


Income (loss) from investment operations:
Net investment income¹		0.05			0.08			0.07			0.07			0.14			0.16
Net realized and unrealized gain (loss) on investments		0.18			(0.16	)		0.07			0.06			(0.31	)		0.17


Total from investment operations		0.23			(0.08	)		0.14			0.13			(0.17	)		0.33


Less distributions to shareholders:
From net investment income		(0.05	)		(0.09	)		(0.07	)		(0.06	)		(0.14	)		(0.17	)
From net realized gain on investments		—			—			—			(0.04	)		(0.08	)		—	²


Total distributions to shareholders		(0.05	)		(0.09	)		(0.07	)		(0.10	)		(0.22	)		(0.17	)


Net asset value - End of period		$10.65			$10.47			$10.64			$10.57			$10.54			$10.93


Net assets - End of period (000’s omitted)		$42,436			$44,421			$44,452			$44,596			$40,193			$38,749


Total return³		2.18%			(0.81%	)		1.31%			1.27%			(1.59%	)		3.09%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.78%	⁴		0.77%			0.77%			0.72%			0.78%			0.76%
Net investment income		0.93%	⁴		0.77%			0.62%			0.65%			1.34%			1.45%
Portfolio turnover		4%			13%			32%			41%			27%			9%

¹Calculated based on average shares outstanding during the periods.

²Less than $0.01 per share.

⁴Annualized.

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

Ohio Tax Exempt Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 100 million have been designated as Ohio Tax Exempt Series Class A common stock.

2.	Significant Accounting Policies

Security Valuation

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

Ohio Tax Exempt 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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	41,459,616	$	—	$	41,459,616	$	—
Mutual fund		672,839		672,839		—		—

Total assets	$	42,132,455	$	672,839	$	41,459,616	$	—

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Federal Taxes

The Series files income tax returns in the U.S. federal jurisdiction and various states, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended December 31, 2013 through December 31, 2016. 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.

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

Distributions of Income and Gains

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

Indemnifications

Other

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.50% of the Series’ average daily net assets.

The Advisor has contractually agreed, until at least April 30, 2018, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.85% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2017. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the 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); and 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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 June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short- term securities, were $1,685,332 and $3,744,261 respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class A shares of Ohio Tax Exempt Series were:


	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		108,596		$	1,147,290			487,801		$	5,250,491
Reinvested		17,745			187,963			33,047			351,308
Repurchased		(382,737	)		(4,047,210	)		(457,572	)		(4,886,963	)

Total		(256,396	)	$	(2,711,957	)		63,276		$	714,836

Over 90% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

7.	Concentration of Credit

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

Ohio Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information


Ordinary income	$	1,800
Tax exempt income	$	356,942

At June 30, 2017, the identified cost 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	$	41,637,368
Unrealized appreciation		629,546
Unrealized depreciation		(134,459	)

Net unrealized appreciation	$	495,087

At December 31, 2016, the Series had net short-term capital loss carryforwards of $11,099 and net long-term capital loss carryforwards of $47,771 which may be carried forward indefinitely.

{This page intentionally left blank}

Ohio Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNOTE-6/17-SAR

LOGO

Diversified Tax Exempt Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/17	ENDING ACCOUNT VALUE 6/30/17	EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17
Class A

Actual	$1,000.00	$1,024.20	$2.91

Hypothetical (5% return before expenses)	$1,000.00	$1,021.92	$2.91

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.58%, 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.

Diversified Tax Exempt Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO



Top Ten States²
New York	11.6%	Pennsylvania	5.1%
Washington	8.5%	Georgia	4.9%
Florida	7.6%	Kansas	3.5%
Ohio	6.8%	Oregon	3.4%
Texas	6.6%	Arizona	3.2%

² As a percentage of total investments.

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS - 97.7%

ALASKA - 0.2%

Alaska Municipal Bond Bank Authority, Series 2, Revenue Bond		5.000%		9/1/2022		A1	$	500,000	$	574,315

ARIZONA - 3.1%

Mesa, Multiple Utility Impt., Revenue Bond		5.000%		7/1/2023		Aa2		1,050,000		1,251,915
Mesa, Multiple Utility Impt., Revenue Bond		5.000%		7/1/2024		Aa2		1,200,000		1,454,688
Mesa, Multiple Utility Impt., Revenue Bond		3.000%		7/1/2039		Aa2		1,525,000		1,410,183
Pima County Sewer System, Series A, Revenue Bond		5.000%		7/1/2019		AA²		1,000,000		1,077,460
Pima County Sewer System, Series B, Revenue Bond		5.000%		7/1/2020		AA²		1,400,000		1,556,436
Salt River Project Agricultural Impt. & Power District, Series A, Revenue Bond		5.000%		12/1/2018		Aa1		1,340,000		1,416,554
Salt River Project Agricultural Impt. & Power District, Series B, Revenue Bond		5.000%		12/1/2020		Aa1		400,000		450,912
Yavapai County Industrial Development Authority, Northern Arizona Healthcare System, Revenue Bond		5.000%		10/1/2020		AA²		460,000		511,998

										9,130,146

COLORADO - 2.5%

Boulder County, Series A, Revenue Bond		5.000%		7/15/2026		AA²		1,000,000		1,245,730
Boulder Water & Sewer, Revenue Bond		5.000%		12/1/2019		Aa1		1,500,000		1,637,640
Colorado Springs Utilities System, Series C-1, Revenue Bond		5.000%		11/15/2019		Aa2		2,435,000		2,656,536
Denver Wastewater Management Division Department of Public Works, Revenue Bond		4.000%		11/1/2020		Aa1		1,500,000		1,634,850

										7,174,756

DELAWARE - 0.7%

Delaware River & Bay Authority, Series C, Revenue Bond		5.000%		1/1/2019		A1		2,000,000		2,113,160

DISTRICT OF COLUMBIA - 1.3%

District of Columbia Water & Sewer Authority, Series A, Revenue Bond		5.000%		10/1/2029		Aa2		1,380,000		1,652,950
District of Columbia Water & Sewer Authority, Series B, Revenue Bond		5.000%		10/1/2036		Aa2		900,000		1,044,243
District of Columbia Water & Sewer Authority, Series C, Revenue Bond		5.000%		10/1/2022		Aa2		1,000,000		1,175,170

										3,872,363

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

FLORIDA - 7.5%

Daytona Beach Utility System, Water Utility Impt., Revenue Bond, AGM		5.000%		11/1/2019		A1	$	1,010,000	$	1,095,527
Florida Municipal Power Agency, St. Lucie Project, Series A, Revenue Bond		5.000%		10/1/2018		A2		1,065,000		1,117,409
Florida’s Turnpike Enterprise, Series C, Revenue Bond		5.000%		7/1/2019		Aa2		920,000		991,640
Fort Lauderdale, Water & Sewer, Revenue Bond		5.000%		9/1/2020		Aa1		1,545,000		1,725,981
Fort Lauderdale, Water & Sewer, Revenue Bond		2.000%		9/1/2026		Aa1		960,000		924,154
Fort Lauderdale, Water & Sewer, Revenue Bond		2.000%		3/1/2027		Aa1		995,000		948,006
Fort Myers Utility System, Utility Impt., Revenue Bond		5.000%		10/1/2019		Aa3		785,000		851,183
JEA Electric System, Series B, Revenue Bond		5.000%		10/1/2019		Aa3		2,000,000		2,168,620
JEA Electric System, Swap Termination, Series B, Revenue Bond		5.000%		10/1/2019		Aa3		1,500,000		1,626,465
Miami-Dade County Expressway Authority, Swap Termination, Series A, Revenue Bond, AGM		4.000%		7/1/2018		A2		1,000,000		1,027,930
Miami-Dade County, Water & Sewer System, Revenue Bond		5.000%		10/1/2023		Aa3		2,000,000		2,385,300
Miami-Dade County, Water & Sewer System, Series B, Revenue Bond, AGM		5.250%		10/1/2019		Aa3		500,000		544,925
Okaloosa County, Water & Sewer, Revenue Bond		5.000%		7/1/2023		Aa3		2,065,000		2,430,422
Orlando-Orange County Expressway Authority, Revenue Bond		5.000%		7/1/2018		A2		675,000		701,318
Orlando-Orange County Expressway Authority, Revenue Bond		5.000%		7/1/2019		A2		500,000		536,660
Orlando-Orange County Expressway Authority, Swap Termination, Series B, Revenue Bond		5.000%		7/1/2020		A2		1,165,000		1,288,269
Port St. Lucie Utility System, Revenue Bond, AGC		5.000%		9/1/2018		A1		400,000		417,812
Port St. Lucie Utility System, Water Utility Impt., Revenue Bond, NATL		5.250%		9/1/2023		A1		500,000		592,265
Tampa, BayCare Health System, Revenue Bond		5.000%		11/15/2018		Aa2		500,000		525,600

										21,899,486

GEORGIA - 4.9%

Atlanta, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2019		Aa2		1,160,000		1,263,089
DeKalb County, Water & Sewerage, Revenue Bond		5.000%		10/1/2019		Aa3		500,000		541,980
DeKalb County, Water & Sewerage, Series A, Revenue Bond		5.000%		10/1/2018		Aa3		1,585,000		1,662,998
Fulton County Water & Sewerage, Revenue Bond		5.000%		1/1/2019		Aa2		1,200,000		1,269,744
Georgia State, Series E, G.O. Bond		5.000%		12/1/2025		Aaa		4,000,000		4,996,360
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.250%		1/1/2019		A2		2,250,000		2,375,955

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

GEORGIA (continued)

Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.250%		1/1/2019		A2	$	500,000	$	527,990
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.000%		11/1/2019		A1		485,000		522,845
Municipal Electric Authority of Georgia, Series A, Revenue Bond		5.000%		11/1/2020		A1		1,000,000		1,104,500

										14,265,461

HAWAII - 1.1%

Honolulu County Wastewater System, Sewer Impt., Series A, Revenue Bond		5.000%		7/1/2020		Aa3		1,000,000		1,076,010
Honolulu County Wastewater System, Sewer Impt., Series A, Revenue Bond		5.000%		7/1/2023		Aa3		1,750,000		2,086,525

										3,162,535

ILLINOIS - 2.5%

Aurora, Waterworks & Sewerage, Series B, Revenue Bond		3.000%		12/1/2022		AA²		500,000		527,680
Aurora, Waterworks & Sewerage, Series B, Revenue Bond		3.000%		12/1/2023		AA²		625,000		658,925
Central Lake County Joint Action Water Agency, Prerefunded Balance, Revenue Bond		4.000%		5/1/2018		WR³		180,000		184,473
Central Lake County Joint Action Water Agency, Prerefunded Balance, Revenue Bond		4.000%		5/1/2019		WR³		10,000		10,518
Central Lake County Joint Action Water Agency, Unrefunded Balance, Revenue Bond		4.000%		5/1/2019		Aa2		750,000		788,670
Du Page & Will Counties Community School District No. 204 Indian Prairie, Series A, G.O. Bond		5.000%		12/30/2018		Aa1		820,000		865,682
Illinois Municipal Electric Agency, Series A, Revenue Bond		5.000%		2/1/2025		A1		2,000,000		2,387,420
Illinois State Toll Highway Authority, Series A, Revenue Bond		5.000%		12/1/2019		Aa3		1,000,000		1,087,500
Sangamon & Morgan Counties Community Unit School District No. 16 New Berlin, School Impt., G.O. Bond, NATL		5.500%		2/1/2019		A3		725,000		773,372

										7,284,240

INDIANA - 1.5%

Fort Wayne Waterworks, Water Utility Impt., Revenue Bond		2.000%		12/1/2020		Aa3		745,000		761,792
Indiana Municipal Power Agency, Series A, Revenue Bond		5.000%		1/1/2019		A1		2,540,000		2,683,713

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT			VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

INDIANA (continued)

Indiana Municipal Power Agency, Series A, Revenue Bond		4.000%		1/1/2020		A1	$	750,000		$	798,750

										4,244,255


IOWA - 0.8%

Cedar Falls, Electric Utility, Revenue Bond		5.000%		12/1/2023		Aa2		2,000,000			2,391,460


KANSAS - 3.4%

Kansas Development Finance Authority, Series D, Revenue Bond		5.000%		11/15/2020		Aa2		500,000			545,460
Kansas Turnpike Authority, Series A, Revenue Bond		5.000%		9/1/2019		AA²		2,965,000			3,207,063
Topeka Combined Utility, Series A, Revenue Bond		4.000%		8/1/2019		Aa3		845,000			891,644
Wichita, Water & Sewer Utility, Series A, Revenue Bond		5.000%		10/1/2018		AA²		1,000,000			1,049,720
Wichita, Water & Sewer Utility, Series B, Revenue Bond		5.000%		10/1/2019		AA²		2,000,000			2,171,420
Wyandotte County-Kansas City Unified Government Utility System, Water Utility Impt., Series A, Revenue Bond		4.000%		9/1/2018		A3		450,000			465,224
Wyandotte County-Kansas City Unified Government Utility System, Water Utility Impt., Series A, Revenue Bond		5.000%		9/1/2020		A3		1,495,000			1,657,477

											9,988,008


KENTUCKY - 0.6%
Kentucky Turnpike Authority, Series A, Revenue Bond		5.000%		7/1/2019		Aa2		500,000			537,075
Louisville & Jefferson County, Sewer Impt., Series A, Revenue Bond		5.000%		5/15/2024		Aa3		1,070,000			1,289,275

											1,826,350
									��

LOUISIANA - 1.6%

Lafayette Utilities, Sewer Impt., Revenue Bond		4.000%		11/1/2018		A1		1,135,000			1,178,720
Lafayette Utilities, Water & Sewer Impt., Revenue Bond		5.000%		11/1/2019		A1		990,000			1,074,794
New Orleans, Sewer Impt., Revenue Bond		5.000%		6/1/2021		A²		600,000			673,788
New Orleans, Water Utility Impt., Revenue Bond		5.000%		12/1/2020		A²		1,700,000			1,881,781

											4,809,083

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

MAINE - 0.2%

Maine Municipal Bond Bank, Various Purposes Impt., Series E, Revenue Bond		4.000%		11/1/2021		Aa2	$	570,000	$	629,086


MARYLAND - 0.2%

Maryland Health & Higher Educational Facilities Authority, Revenue Bond		5.000%		7/1/2019		A2		500,000		537,385


MASSACHUSETTS - 1.5%

Commonwealth of Massachusetts, Public Impt., Series D-2, G.O. Bond⁴		1.160%		8/1/2043		Aa1		1,225,000		1,224,988
Commonwealth of Massachusetts, Series C, G.O. Bond		3.625%		10/1/2040		Aa1		3,000,000		3,016,020

										4,241,008


MICHIGAN - 1.1%

Ann Arbor Sewage Disposal System, Revenue Bond		3.000%		7/1/2020		AA²		1,000,000		1,052,630
Ann Arbor Sewage Disposal System, Revenue Bond		2.000%		7/1/2027		AA²		820,000		781,403
Walled Lake Consolidated School District, G.O. Bond		5.000%		5/1/2019		Aa1		1,000,000		1,069,300
West Ottawa Public Schools, Series I, G.O. Bond		5.000%		5/1/2019		Aa2		400,000		427,720

										3,331,053


MINNESOTA - 1.6%

Minnesota Municipal Power Agency, Series A, Revenue Bond		5.000%		10/1/2018		A2		2,130,000		2,232,346
Minnesota State, Series D, G.O. Bond		5.000%		8/1/2024		Aa1		2,000,000		2,446,300

										4,678,646


MISSOURI - 1.3%

Kansas City, Sanitary Sewer System, Sewer Impt., Series A, Revenue Bond		4.000%		1/1/2025		Aa2		750,000		862,478
Kansas City, Sanitary Sewer System, Sewer Impt., Series A, Revenue Bond		5.000%		1/1/2027		Aa2		1,590,000		1,919,559
Missouri Housing Development Commission, Series A, Revenue Bond		1.600%		11/1/2019		AA²		260,000		262,285
Missouri State Health & Educational Facilities Authority, Revenue Bond		5.000%		1/1/2020		Aa2		725,000		792,730

										3,837,052

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

NEBRASKA - 2.6%

Lincoln Electric System, Revenue Bond		5.000%		9/1/2021		AA²	$	2,000,000	$	2,300,500
Nebraska Public Power District, Revenue Bond		5.000%		1/1/2019		A1		1,000,000		1,057,970
Nebraska Public Power District, Series A, Revenue Bond		5.000%		1/1/2019		A1		500,000		528,985
Nebraska Public Power District, Series B, Revenue Bond		5.000%		1/1/2020		A1		1,000,000		1,092,900
Omaha Public Power District, Series A, Revenue Bond		5.000%		2/1/2030		Aa2		1,000,000		1,200,420
Omaha Public Power District, Series C, Revenue Bond		5.000%		2/1/2019		Aa2		1,265,000		1,342,481


										7,523,256


NEW HAMPSHIRE - 1.0%

New Hampshire State Turnpike System, Series B, Revenue Bond		5.000%		2/1/2020		A1		2,575,000		2,812,466


NEW JERSEY - 1.1%

New Jersey Health Care Facilities Financing Authority, Kennedy Health System, Revenue Bond		2.000%		7/1/2018		A3		455,000		459,209
New Jersey State Turnpike Authority, Series B, Revenue Bond		5.000%		1/1/2019		A2		1,625,000		1,717,690
New Jersey State Turnpike Authority, Series H, Revenue Bond		5.000%		1/1/2020		A2		915,000		967,192


										3,144,091


NEW MEXICO - 1.3%

Albuquerque Bernalillo County Water Utility Authority, Water Utility Impt., Revenue Bond		5.000%		7/1/2022		Aa2		1,250,000		1,462,425
Albuquerque Bernalillo County Water Utility Authority, Water Utility Impt., Revenue Bond		5.000%		7/1/2023		Aa2		2,000,000		2,384,600


										3,847,025


NEW YORK - 11.4%

Metropolitan Transportation Authority, Green Bond, Series A-1, Revenue Bond		5.000%		11/15/2026		A1		1,500,000		1,833,540
Metropolitan Transportation Authority, Series D-1, Revenue Bond		5.000%		11/15/2024		A1		1,385,000		1,678,620
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000%		11/15/2018		A1		725,000		764,802
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000%		11/15/2019		A1		1,315,000		1,433,744

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT₁ RATING (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

NEW YORK (continued)

Metropolitan Transportation Authority, Transit Impt., Subseries D-2, Revenue Bond⁴		1.220%		11/15/2044		A1	$	1,600,000	$	1,599,376
Nassau County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2019		A2		1,000,000		1,066,510
New York City Transitional Finance Authority Future Tax Secured Revenue, Public Impt., Subseries F-3, Revenue Bond		3.000%		2/1/2037		Aa1		3,000,000		2,922,540
New York City, Public Impt., Series F-1, G.O. Bond		5.000%		6/1/2024		Aa2		2,880,000		3,485,376
New York City, Series 1, G.O. Bond		5.000%		8/1/2020		Aa2		1,000,000		1,112,950
New York City, Series 1, G.O. Bond		5.000%		8/1/2023		Aa2		2,000,000		2,389,200
New York City, Series A, G.O. Bond		5.000%		8/1/2023		Aa2		2,000,000		2,389,200
New York State Dormitory Authority, Series 1, Revenue Bond		4.000%		7/1/2020		Aa3		420,000		454,843
New York State Dormitory Authority, Series D, Revenue Bond		5.000%		2/15/2025		Aa1		2,000,000		2,443,320
New York State Thruway Authority, Highway & Bridge Trust Fund, Highway Impt., Prerefunded Balance, Series B, Revenue Bond		5.000%		4/1/2019		WR³		495,000		519,324
New York State Thruway Authority, Highway & Bridge Trust Fund, Highway Impt., Unrefunded Balance, Series B, Revenue Bond		5.000%		4/1/2019		AA²		1,640,000		1,722,968
New York State Thruway Authority, Highway Impt., Series I, Revenue Bond		4.000%		1/1/2019		A2		1,000,000		1,042,190
New York State Urban Development Corp., Highway Impt., Series C, Revenue Bond		5.000%		3/15/2024		Aa1		765,000		924,701
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		4.000%		11/15/2018		Aa3		500,000		520,975
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		4.000%		11/15/2019		Aa3		725,000		775,032
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2020		Aa3		920,000		1,038,220
Triborough Bridge & Tunnel Authority, Subseries A, Revenue Bond		5.000%		11/15/2023		A1		2,805,000		3,360,783


										33,478,214


NORTH CAROLINA - 2.1%

Charlotte, Water & Sewer System, Revenue Bond		5.000%		12/1/2020		Aaa		1,400,000		1,578,024
North Carolina Medical Care Commission, Moses Cone Health System, Revenue Bond		5.000%		10/1/2020		AA²		580,000		644,392
North Carolina Municipal Power Agency No. 1, Series A, Revenue Bond		5.000%		1/1/2020		A2		400,000		435,812
North Carolina Municipal Power Agency No. 1, Series A, Revenue Bond		5.000%		1/1/2024		A²		3,000,000		3,558,300


										6,216,528

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

NORTH DAKOTA - 0.3%

North Dakota Public Finance Authority, Series A, Revenue Bond		4.000%		6/1/2018		A²	$	800,000	$	821,472

OHIO - 6.7%

American Municipal Power, Inc., Fremont Energy Center Project, Series B, Revenue Bond		5.000%		2/15/2023		A1		1,895,000		2,174,494
American Municipal Power, Inc., Prairie State Energy Campus Project, Unrefunded Balance, Revenue Bond		5.250%		2/15/2023		A1		25,000		25,655
Cincinnati Water System, Series B, Revenue Bond		5.000%		12/1/2026		Aaa		500,000		628,105
Cincinnati Water System, Series C, Revenue Bond		5.000%		12/1/2025		Aaa		1,000,000		1,243,640
Ohio State Turnpike Commission, Series A, Revenue Bond		5.250%		2/15/2027		Aa3		600,000		757,428
Ohio State Turnpike Commission, Series A, Revenue Bond, NATL		5.500%		2/15/2019		Aa3		3,735,000		3,997,346
Ohio State, Public Impt., Series B, G.O. Bond		3.000%		9/1/2021		Aa1		2,000,000		2,137,780
Ohio State, School Impt., Prerefunded Balance, Series B, G.O. Bond		5.000%		6/15/2024		Aa1		4,200,000		4,941,888
Toledo Water System, Water Utility Impt., Revenue Bond		5.000%		11/15/2018		Aa3		1,175,000		1,238,967
Toledo Water System, Water Utility Impt., Revenue Bond		5.000%		11/15/2019		Aa3		1,010,000		1,101,395
Toledo Water System, Water Utility Impt., Series A, Revenue Bond		5.000%		11/15/2022		Aa3		610,000		699,133
Toledo, Capital Impt., G.O. Bond		5.000%		12/1/2020		A2		610,000		676,441


										19,622,272


OKLAHOMA - 1.8%

Oklahoma Turnpike Authority, Series A, Revenue Bond		5.000%		1/1/2020		Aa3		2,750,000		3,003,330
Oklahoma Turnpike Authority, Series A, Revenue Bond		5.000%		1/1/2022		Aa3		2,000,000		2,249,660


										5,252,990


OREGON - 3.4%

Bend, Water Utility Impt., Revenue Bond		5.000%		12/1/2030		Aa2		1,435,000		1,725,602
Clackamas County Service District No. 1, Sewer Impt., Revenue Bond		2.000%		12/1/2029		AA²		1,000,000		892,080
Medford Hospital Facilities Authority, Asante Health System, Revenue Bond, AGM		5.000%		8/15/2019		AA²		440,000		472,758
Oregon State Housing & Community Services Department, Series A, Revenue Bond		1.950%		7/1/2020		Aa2		230,000		232,758

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

OREGON (continued)

Portland Sewer System, Series A, Revenue Bond		5.000%		8/1/2019		Aa3	$	1,285,000	$	1,389,214
Portland Sewer System, Series A, Revenue Bond		5.000%		6/15/2026		Aa2		2,480,000		3,083,880
Portland Sewer System, Series B, Revenue Bond		2.125%		6/15/2030		Aa3		1,000,000		909,130
Washington County Clean Water Services, Sewer Impt., Series B, Revenue Bond		5.000%		10/1/2021		Aa1		1,015,000		1,167,585


										9,873,007


PENNSYLVANIA - 5.0%

Allegheny County Hospital Development Authority, University of Pittsburgh Medical Center, Revenue Bond		5.000%		8/15/2019		Aa3		640,000		691,008
Allegheny County Sanitary Authority, Revenue Bond, AGM		5.000%		12/1/2019		A1		1,500,000		1,631,685
Central Bradford Progress Authority, Guthrie Healthcare System, Revenue Bond		5.250%		12/1/2018		AA²		600,000		634,278
North Wales Water Authority, Series A, Revenue Bond		5.000%		11/1/2020		AA²		1,000,000		1,113,680
Pennsylvania Turnpike Commission, Highway Impt., Series A-1, Revenue Bond		5.000%		12/1/2023		A1		1,200,000		1,422,060
Pennsylvania Turnpike Commission, Series A, Revenue Bond, AGM		5.250%		7/15/2018		Aa3		615,000		641,260
Pennsylvania Turnpike Commission, Series A, Revenue Bond, AGM		5.250%		7/15/2019		Aa3		1,050,000		1,132,761
Pennsylvania Turnpike Commission, Series B, Revenue Bond		5.000%		12/1/2020		A1		1,000,000		1,089,250
Philadelphia, Water & Wastewater, Prerefunded Balance, Revenue Bond, NATL		5.600%		8/1/2018		A2		20,000		20,936
Philadelphia, Water & Wastewater, Series B, Revenue Bond		5.000%		11/1/2018		A1		1,370,000		1,440,459
Philadelphia, Water & Wastewater, Swap Termination, Series A, Revenue Bond, AGM		5.000%		6/15/2019		A1		1,000,000		1,073,430
Pittsburgh Water & Sewer Authority, Series B, Revenue Bond, AGM		5.000%		9/1/2019		A2		1,000,000		1,081,040
Pittsburgh Water & Sewer Authority, Swap Termination, Series A, Revenue Bond, AGM		5.000%		9/1/2018		A2		1,325,000		1,386,122
University Area Joint Authority, Revenue Bond, AGM		2.250%		11/1/2027		AA²		1,500,000		1,412,100


										14,770,069


SOUTH CAROLINA - 2.2%

Charleston, Waterworks & Sewer System, Revenue Bond		5.000%		1/1/2022		Aaa		530,000		599,859

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

SOUTH CAROLINA (continued)

Greenwood Metropolitan District, Sewer Impt., Revenue Bond		5.000%		10/1/2026		Aa3	$	500,000	$	614,730
South Carolina State Public Service Authority, Prerefunded Balance, Series B, Revenue Bond, NATL		5.000%		1/1/2019		A1		85,000		90,032
South Carolina State Public Service Authority, Series A, Revenue Bond		5.000%		12/1/2019		A1		2,500,000		2,698,825
South Carolina State Public Service Authority, Series C, Revenue Bond		5.000%		12/1/2020		A1		1,000,000		1,104,880
South Carolina Transportation Infrastructure Bank, Series A, Revenue Bond		5.000%		10/1/2018		A1		685,000		718,620
South Carolina Transportation Infrastructure Bank, Series A, Revenue Bond, AMBAC		5.250%		10/1/2018		A1		700,000		736,617


										6,563,563


TENNESSEE - 2.9%

Knoxville Electric System Revenue, Series FF, Revenue Bond		5.000%		7/1/2023		Aa2		800,000		929,032
Knoxville Electric System Revenue, Series FF, Revenue Bond		5.000%		7/1/2025		Aa2		705,000		816,136
Knoxville Wastewater System, Series A, Revenue Bond		4.000%		4/1/2020		Aa2		685,000		737,738
Knoxville Wastewater System, Sewer Impt., Series B, Revenue Bond		4.000%		4/1/2024		Aa2		400,000		441,492
Madison Suburban Utility District, Revenue Bond, AGM		5.000%		2/1/2019		A1		655,000		691,811
Memphis Electric System, Revenue Bond		5.000%		12/1/2018		Aa2		2,000,000		2,112,200
Memphis Electric System, Revenue Bond		5.000%		12/1/2018		Aa2		1,000,000		1,056,100
Metropolitan Government of Nashville & Davidson County, Series A, Revenue Bond, AGM		5.250%		1/1/2019		Aa2		1,505,000		1,598,536


										8,383,045


TEXAS - 6.5%

Austin Electric Utility, Revenue Bond		5.000%		11/15/2020		Aa3		1,600,000		1,793,712
Austin Electric Utility, Series A, Revenue Bond		5.000%		11/15/2022		Aa3		500,000		587,150
Austin Water & Wastewater System, Revenue Bond		5.000%		11/15/2026		Aa2		1,500,000		1,863,000
Corpus Christi Utility System, Multiple Utility Impt., Revenue Bond		5.000%		7/15/2018		A1		1,000,000		1,040,550
Fort Worth Water & Sewer System, Revenue Bond		5.000%		2/15/2020		Aa1		550,000		604,521
Harris County Cultural Education Facilities Finance Corp., Revenue Bond		4.000%		12/1/2019		A1		500,000		530,775

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE			MATURITY DATE		CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

TEXAS (continued)

Harris County, Senior Lien, Toll Road Impt., Series B, Revenue Bond		5.000	%		8/15/2023		Aa2	$	600,000	$	715,920
Houston Combined Utility System, Multi Utility Impt., Series D, Revenue Bond		5.000	%		11/15/2025		Aa2		1,265,000		1,519,682
Houston Combined Utility System, Series S, Revenue Bond⁴		1.760	%		5/15/2034		AA²		1,000,000		1,000,190
Metropolitan Transit Authority of Harris County, Transit Impt., Revenue Bond		5.000	%		11/1/2019		Aa2		845,000		919,690
North Texas Municipal Water District, Sewer Impt., Revenue Bond		3.500	%		6/1/2035		Aa2		1,000,000		1,005,900
North Texas Municipal Water District, Water Utility Impt., Revenue Bond		5.000	%		9/1/2023		Aa2		2,535,000		3,032,215
North Texas Tollway Authority, Series A, Revenue Bond		5.000	%		1/1/2026		A1		500,000		590,035
San Antonio Water System, Junior Lien, Series A, Revenue Bond		5.000	%		5/15/2026		Aa2		500,000		613,800
Trinity River Authority Central Regional Wastewater System Revenue, Revenue Bond		5.000	%		8/1/2024		AAA²		2,200,000		2,621,190
Trinity River Authority LLC, Tarrant County Water Project, Revenue Bond		5.000	%		2/1/2019		AA²		500,000		530,545


											18,968,875


UTAH - 0.4%

Provo Energy System Revenue, Series A, Revenue Bond, BAM		5.000	%		2/1/2026		AA²		975,000		1,167,007


VIRGINIA - 0.8%

Fairfax County Industrial Development Authority, Inova Health, Series C, Revenue Bond		5.000	%		5/15/2018		Aa2		500,000		517,745
Norfolk Economic Development Authority, Sentara Healthcare, Series B, Revenue Bond		4.000	%		11/1/2018		Aa2		400,000		415,192
Virginia Resources Authority, Sewer Impt., Series B, Revenue Bond		5.000	%		10/1/2019		Aaa		1,290,000		1,400,863


											2,333,800


WASHINGTON - 8.4%

Benton County Public Utility District No. 1, Revenue Bond		5.000	%		11/1/2018		Aa3		400,000		420,572
Everett Water & Sewer, Revenue Bond		5.000	%		12/1/2020		AA²		1,330,000		1,497,367
Everett, G.O. Bond⁴		1.260	%		12/1/2034		AA²		930,000		919,882
King County Sewer Revenue, Series B, Revenue Bond		5.000	%		1/1/2020		Aa2		750,000		821,625

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE			MATURITY DATE		CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

MUNICIPAL BONDS (continued)

WASHINGTON (continued)

Seattle Municipal Light & Power, Series A, Revenue Bond		5.000	%		6/1/2019		Aa2	$	1,675,000	$	1,799,503
Seattle Water System Revenue, Revenue Bond		5.000	%		5/1/2026		Aa1		4,000,000		4,907,560
Seattle, Drainage & Wastewater, Sewer Impt., Revenue Bond		5.000	%		9/1/2021		Aa1		2,000,000		2,297,560
Seattle, Drainage & Wastewater, Sewer Impt., Revenue Bond		4.000	%		4/1/2034		Aa1		2,435,000		2,617,260
Tacoma, Sewer Impt., Revenue Bond		5.000	%		12/1/2018		Aa2		1,060,000		1,119,466
Tacoma, Sewer Impt., Revenue Bond		4.000	%		12/1/2019		Aa2		1,095,000		1,169,734
Tacoma, Water Revenue, Series A, Revenue Bond		4.000	%		12/1/2018		Aa2		1,000,000		1,042,050
Washington Health Care Facilities Authority, Providence Health & Services, Series A, Revenue Bond		5.000	%		10/1/2018		Aa3		475,000		498,313
Washington State, Series 2011-A, G.O. Bond		5.000	%		1/1/2020		Aa1		2,000,000		2,189,960
Washington State, Series B, G.O. Bond		5.000	%		2/1/2027		Aa1		2,675,000		3,242,073

											24,542,925


WEST VIRGINIA - 0.4%

Fairmont, Series D, Revenue Bond, AGM		3.000	%		7/1/2018		A2		1,210,000		1,232,131


WISCONSIN - 1.8%

Milwaukee Sewerage System, Sewer Impt., Series S1, Revenue Bond		5.000	%		6/1/2021		Aa2		470,000		535,979
Milwaukee Sewerage System, Sewer Impt., Series S7, Revenue Bond		3.000	%		6/1/2031		AA²		1,000,000		990,980
Wisconsin Health & Educational Facilities Authority, Ascension Health Credit, Series A, Revenue Bond ..		5.000	%		11/15/2018		Aa2		600,000		632,244
Wisconsin Health & Educational Facilities Authority, ProHealth Care, Inc., Revenue Bond		3.000	%		8/15/2019		A1		510,000		527,238
WPPI Energy, Series A, Revenue Bond		5.000	%		7/1/2020		A1		2,000,000		2,211,000
WPPI Energy, Unrefunded Balance, Series A, Revenue Bond, AGM		5.250	%		7/1/2020		A1		475,000		494,898

											5,392,339


TOTAL MUNICIPAL BONDS (Identified Cost $283,155,087)											285,934,923

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

Diversified Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)

COUPON
RATE

MATURITY
DATE

CREDIT
RATING¹(UNAUDITED)

VALUE

(NOTE 2)

SHORT-TERM INVESTMENT - 0.9%

Dreyfus Government Cash Management

(Identified Cost $2,641,463)

0.91

%⁵

2,641,463

2,641,463

TOTAL INVESTMENTS - 98.6%

(Identified Cost $285,796,550)

288,576,386

OTHER ASSETS, LESS LIABILITIES - 1.4%

4,016,817

NET ASSETS - 100%

292,593,203

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

No. - Number

Scheduled principal and interest payments are guaranteed by:

AGC (Assurance Guaranty Corp.)

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

BAM (Build America Mutual Assurance Co.)

NATL (National Public Finance Guarantee Corp.)

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

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Credit rating has been withdrawn. As of June 30, 2017, there is no rating available (unaudited).

⁴The coupon rate is floating and is the effective rate as of June 30, 2017.

⁵Rate shown is the current yield as of June 30, 2017.

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

Diversified Tax Exempt Series

Statement of Assets and Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments, at value (identified cost $285,796,550) (Note 2)	$	288,576,386
Interest receivable		3,447,995
Receivable for fund shares sold		737,996
Dividends receivable		2,036
Prepaid expenses		20,212

TOTAL ASSETS		292,784,625

LIABILITIES:

Accrued management fees (Note 3)		120,960
Accrued fund accounting and administration fees (Note 3)		23,737
Accrued Directors fees (Note 3)		882
Accrued Chief Compliance Officer service fees (Note 3)		277
Audit fees payable		18,516
Payable for fund shares repurchased		14,146
Other payables and accrued expenses		12,904

TOTAL LIABILITIES		191,422


TOTAL NET ASSETS	$	292,593,203


NET ASSETS CONSIST OF:

Capital stock Additional paid-in-capital	$	264,637 289,866,239
Undistributed net investment income		392,326
Accumulated net realized loss on investments		(709,835	)
Net unrealized appreciation on investments		2,779,836

TOTAL NET ASSETS	$	292,593,203


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($292,593,203/26,463,698 shares)	$	11.06

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

Diversified Tax Exempt Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Interest	$	2,681,398
Dividends		10,447

Total Investment Income		2,691,845

EXPENSES:

Management fees (Note 3)		750,678
Fund accounting and administration fees (Note 3)		52,999
Directors’ fees (Note 3)		10,621
Transfer agent fees (Note 3)		2,201
Chief Compliance Officer service fees (Note 3)		1,933
Custodian fees		8,235
Miscellaneous		44,181

Total Expenses		870,848

NET INVESTMENT INCOME		1,820,997

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		21,261
Net change in unrealized appreciation (depreciation) on investments		5,338,433

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		5,359,694

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	7,180,691

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

Diversified Tax Exempt Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)				FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	1,820,997			$	3,488,555
Net realized gain (loss) on investments			21,261				141,722
Net change in unrealized appreciation (depreciation) on investments			5,338,433				(6,304,198)

Net increase (decrease) from operations			7,180,691				(2,673,921)

DISTRIBUTIONS TO SHAREHOLDERS (Note 7):

From net investment income			(1,683,085)				(3,710,962)

CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)			(29,290,291)				(35,812,746)

Net decrease in net assets			(23,792,685	)			(42,197,629	)

NET ASSETS:

Beginning of period			316,385,888				358,583,517

End of period (including undistributed net investment income of $392,326 and $254,414, respectively)		$	292,593,203			$	316,385,888

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

Diversified Tax Exempt Series

Financial Highlights


	FOR THE SIX				FOR THE YEARS ENDED
	MONTHS ENDED				FOR THE YEARS ENDED
	6/30/17 (UNAUDITED)				12/31/16				12/31/15				12/31/14				12/31/13				12/31/12
Per share data (for a share outstanding throughout each period):

Net asset value - Beginning of period			$10.86				$11.07				$11.00				$10.91				$11.39				$11.28


Income (loss) from investment operations:
Net investment income¹			0.07				0.11				0.09				0.08				0.14				0.20
Net realized and unrealized gain (loss) on investments			0.19				(0.20)				0.08				0.09				(0.29)				0.14

Total from investment operations			0.26				(0.09)				0.17				0.17				(0.15)				0.34

Less distributions to shareholders:
From net investment income			(0.06	)			(0.12	)			(0.10	)			(0.08	)			(0.13	)			(0.20	)
From net realized gain on investments			—				—				—				—				(0.20	)			(0.03	)

Total distributions to shareholders			(0.06	)			(0.12	)			(0.10	)			(0.08	)			(0.33	)			(0.23	)


Net asset value - End of period		$	11.06			$	10.86			$	11.07			$	11.00			$	10.91			$	11.39

Net assets - End of period (000’s omitted)		$	292,593			$	316,386			$	358,584			$	376,271			$	335,679			$	332,228

Total return²			2.42%				(0.83%	)			1.51%				1.51%				(1.28%	)			3.01%
Ratios (to average net assets)/Supplemental Data:
Expenses			0.58%³				0.57%				0.57%				0.56%				0.57%				0.57%
Net investment income			1.21%³				1.01%				0.80%				0.75%				1.21%				1.71%
Portfolio turnover			0%⁴				16%				33%				25%				58%				9%

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 1%.

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

Diversified Tax Exempt Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

2.	Significant Accounting Policies

Security Valuation

Diversified Tax Exempt 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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	285,934,923	$	—	$	285,934,923	$	—
Mutual fund		2,641,463		2,641,463		—		—


Total assets	$	288,576,386	$	2,641,463	$	285,934,923	$	—

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Federal Taxes

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

The Advisor has contractually agreed, until at least April 30, 2018, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.85% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2017. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Diversified Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $605,725 and $25,179,969, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class A shares of Diversified Tax Exempt Series were:


	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,679,849		$	18,482,552			3,651,508		$	40,788,058
Reinvested		134,958			1,484,488			304,427			3,358,990
Repurchased		(4,484,521	)		(49,257,331	)		(7,222,411	)		(79,959,794	)


Total		(2,669,714	)	$	(29,290,291	)		(3,266,476	)	$	(35,812,746	)

Over 90% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

7.	Federal Income Tax Information

Diversified Tax Exempt Series

��

Notes to Financial Statements (continued)

(unaudited)

7.	Federal Income Tax Information (continued)

Ordinary income $ 11,262

Tax exempt income $ 3,699,700

At June 30, 2017, the identified cost 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	$	285,796,550
Unrealized appreciation		3,991,333
Unrealized depreciation		(1,211,497	)

Net unrealized appreciation	$	2,779,836

As of December 31, 2016, the Series had net short-term capital loss carryforwards of $270,182 and net long-term capital loss carryforwards of $460,914, which may be carried forward indefinitely.

{This page intentionally left blank}

Diversified Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNDTE-6/17-SAR

LOGO

New York Tax Exempt Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/17	ENDING ACCOUNT VALUE 6/30/17	EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17
Actual	$1,000.00	$1,024.50	$3.06
Hypothetical (5% return before expenses)	$1,000.00	$1,021.77	$3.06

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.61%, 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.

New York Tax Exempt Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO

New York Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS - 98.1%

Albany Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		12/1/2018		AA²	$	1,295,000	$	1,367,274
Albany Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		12/1/2019		AA²		1,125,000		1,227,949
Amherst, Public Impt., G.O. Bond		5.000%		9/15/2018		Aa2		365,000		382,717
Arlington Central School District, G.O. Bond		4.000%		12/15/2020		Aa2		400,000		437,452
Arlington Central School District, G.O. Bond		4.000%		12/15/2021		Aa2		300,000		334,482
Auburn City School District, G.O. Bond, BAM		2.000%		6/15/2018		AA²		225,000		227,084
Bay Shore Union Free School District, G.O. Bond		4.000%		1/15/2018		Aa3		1,175,000		1,194,164
Beacon, Public Impt., Series A, G.O. Bond		3.000%		10/1/2018		Aa2		675,000		692,145
Bedford Central School District, G.O. Bond		2.000%		10/15/2021		Aa2		500,000		513,210
Briarcliff Manor, Public Impt., Series A, G.O. Bond		3.000%		2/1/2020		Aa2		265,000		277,858
Brookhaven, Public Impt., Series A, G.O. Bond		3.000%		2/1/2019		Aa2		1,385,000		1,429,389
Buffalo Municipal Water Finance Authority, Series A, Revenue Bond		4.000%		7/1/2022		A²		300,000		330,765
Buffalo Municipal Water Finance Authority, Series A, Revenue Bond		5.000%		7/1/2023		A²		300,000		350,859
Cattaraugus County, Highway Impt., G.O. Bond		2.000%		4/15/2019		Aa3		405,000		410,662
Chenango Valley Central School District, G.O. Bond, AGM		2.125%		6/15/2021		A2		500,000		504,545
Clarence Central School District, G.O. Bond		4.000%		5/15/2021		Aa2		250,000		276,152
Clarkstown Central School District, G.O. Bond		4.000%		10/15/2021		Aa2		500,000		542,865
Clarkstown, G.O. Bond		4.000%		5/15/2019		AA²		375,000		395,216
Cortland County, Public Impt., G.O. Bond, BAM		2.750%		9/1/2019		AA²		305,000		315,199
Dutchess County, G.O. Bond		2.125%		12/15/2023		AA²		850,000		880,422
East Irondequoit Central School District, G.O. Bond		3.000%		6/15/2018		Aa2		310,000		316,147
East Islip Union Free School District, G.O. Bond		5.000%		6/15/2018		AA²		305,000		316,855
Erie County Fiscal Stability Authority, Public Impt., Series A, Revenue Bond		4.000%		3/15/2019		Aa1		600,000		631,308
Erie County Fiscal Stability Authority, Series A, Revenue Bond		4.125%		5/15/2018		Aa1		450,000		462,978
Erie County Fiscal Stability Authority, Series C, Revenue Bond		5.000%		3/15/2018		Aa1		1,025,000		1,054,325
Erie County Water Authority, Revenue Bond		5.000%		12/1/2017		Aa2		300,000		305,115
Essex County, Public Impt., G.O. Bond		5.000%		5/1/2020		AA²		500,000		550,360
Fairport Central School District, School Impt., G.O. Bond		2.000%		6/15/2018		AA²		305,000		308,145
Gananda Central School District, G.O. Bond		3.000%		6/15/2019		AA²		250,000		258,558
Gates Chili Central School District, School Impt., G.O. Bond		2.000%		6/15/2019		Aa3		215,000		218,548
Greece Central School District, G.O. Bond, BAM		2.500%		6/15/2023		Aa3		620,000		649,952
Herricks Union Free School District, G.O. Bond		2.000%		11/1/2017		Aa2		420,000		421,688
Hyde Park Central School District, G.O. Bond		2.000%		6/15/2018		AA²		355,000		358,660
Iroquois Central School District, School Impt., G.O. Bond		2.000%		6/15/2021		Aa2		500,000		510,480

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

Islip Union Free School District, School Impt., G.O. Bond		2.250%		3/1/2019		Aa3	$	475,000	$	483,878
Jamestown City School District, G.O. Bond		3.000%		4/1/2019		A2		200,000		206,560
Kings Park Central School District, G.O. Bond		2.000%		8/1/2020		Aa2		500,000		510,295
Lockport City School District, G.O. Bond, AGM		2.000%		8/1/2019		Aa3		450,000		456,210
Longwood Central School District, Suffolk County, School Impt., G.O. Bond		2.250%		6/15/2018		AA²		590,000		597,717
Mamaroneck, Various Purposes, Public Impt., G.O. Bond		2.000%		7/15/2020		Aaa		335,000		344,571
Metropolitan Transportation Authority, Climate Bond Certified Green Bond, Series B-2, Revenue Bond		5.000%		11/15/2025		AA²		1,350,000		1,671,138
Metropolitan Transportation Authority, Series A-1, Revenue Bond		2.500%		11/15/2025		A1		2,000,000		2,049,920
Metropolitan Transportation Authority, Series A-2, Revenue Bond		5.000%		11/15/2025		A1		750,000		917,362
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000%		11/15/2019		A1		1,000,000		1,090,300
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000%		11/15/2022		A1		250,000		294,402
Metropolitan Transportation Authority, Series F, Revenue Bond		5.000%		11/15/2025		A1		505,000		589,547
Metropolitan Transportation Authority, Subseries B-1, Revenue Bond		5.000%		11/15/2024		AA²		1,885,000		2,251,124
Metropolitan Transportation Authority, Transit Impt., Prerefunded Balance, Series C, Revenue Bond		6.500%		11/15/2028		WR³		700,000		753,060
Metropolitan Transportation Authority, Transit Impt., Prerefunded Balance, Series C, Revenue Bond		6.500%		11/15/2028		WR³		90,000		96,822
Metropolitan Transportation Authority, Transit Impt., Series A, Revenue Bond, NATL		5.250%		11/15/2017		Aa2		1,000,000		1,017,010
Metropolitan Transportation Authority, Transit Impt., Series A, Revenue Bond, NATL		5.250%		11/15/2018		Aa2		200,000		212,088
Metropolitan Transportation Authority, Transit Impt., Series C, Revenue Bond		5.000%		11/15/2018		A1		650,000		685,685
Metropolitan Transportation Authority, Transit Impt., Series C, Revenue Bond		5.000%		11/15/2019		A1		500,000		545,150
Metropolitan Transportation Authority, Transit Impt., Subseries B-2, Revenue Bond		5.000%		11/15/2021		A1		1,000,000		1,153,050
Metropolitan Transportation Authority, Transit Impt., Subseries D-2, Revenue Bond⁴		1.220%		11/15/2044		A1		600,000		599,766
Metropolitan Transportation Authority, Transit Impt., Unrefunded Balance, Series B, Revenue Bond		6.500%		11/15/2028		A1		210,000		225,779
Monroe County Water Authority, Water Utility Impt., Revenue Bond		5.000%		8/1/2019		Aa2		455,000		490,249
Monroe County, Public Impt., G.O. Bond, BAM		5.000%		6/1/2018		AA²		500,000		517,300
Naples Central School District, G.O. Bond, BAM		2.500%		6/15/2020		AA²		710,000		736,398

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

Nassau County Sewer & Storm Water Finance Authority, Multi Utility Impt., Prerefunded Balance, Series A, Revenue Bond, BHAC		5.000%		11/1/2018		WR³	$	350,000	$	368,994
Nassau County Sewer & Storm Water Finance Authority, Series A, Revenue Bond		5.000%		10/1/2018		Aa3		500,000		525,535
Nassau County Sewer & Storm Water Finance Authority, Series A, Revenue Bond		5.000%		10/1/2022		Aa3		500,000		591,190
Nassau County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2018		A2		500,000		515,165
Nassau County, Public Impt., Series A, G.O. Bond		5.000%		4/1/2019		A2		2,425,000		2,586,287
New Rochelle City School District, G.O. Bond		5.000%		12/15/2017		Aa2		365,000		372,001
New York City Transitional Finance Authority Building Aid Revenue, Public Impt., Series S-1, Revenue Bond		5.000%		7/15/2026		Aa2		1,250,000		1,544,312
New York City Transitional Finance Authority, Building Aid, Public Impt., Series S-1, Revenue Bond		5.000%		7/15/2018		Aa2		1,000,000		1,041,500
New York City Transitional Finance Authority, Building Aid, Public Impt., Series S-1, Revenue Bond		5.000%		7/15/2019		Aa2		1,000,000		1,077,820
New York City Transitional Finance Authority, Building Aid, Public Impt., Series S-2, Revenue Bond		5.000%		7/15/2023		Aa2		2,000,000		2,393,460
New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Series A-1, Revenue Bond		3.250%		8/1/2035		Aa1		1,000,000		1,012,210
New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Series E-1, Revenue Bond		5.000%		2/1/2026		Aa1		475,000		576,346
New York City Transitional Finance Authority, Future Tax Secured, Public Impt., Subseries B1, Revenue Bond		5.000%		11/1/2023		Aa1		2,000,000		2,403,660
New York City Transitional Finance Authority, Future Tax Secured, Series B, Revenue Bond		5.000%		11/1/2024		Aa1		3,000,000		3,594,330
New York City Transitional Finance Authority, Future Tax Secured, Series C, Revenue Bond		5.000%		11/1/2025		Aa1		750,000		917,482
New York City Water & Sewer System, Prerefunded Balance, Revenue Bond		5.000%		6/15/2021		WR³		315,000		327,389
New York City Water & Sewer System, Series A, Revenue Bond		3.000%		6/15/2036		Aa1		1,250,000		1,237,125
New York City Water & Sewer System, Series AA, Prerefunded Balance, Revenue Bond		5.000%		6/15/2020		Aa1		950,000		987,364
New York City Water & Sewer System, Series BB, Revenue Bond		5.000%		6/15/2020		Aa1		500,000		539,240
New York City Water & Sewer System, Series GG, Revenue Bond		4.000%		6/15/2020		Aa1		700,000		757,085
New York City Water & Sewer System, Series HH, Revenue Bond		5.000%		6/15/2025		Aa1		3,000,000		3,707,940
New York City Water & Sewer System, Unrefunded Balance, Revenue Bond		5.000%		6/15/2021		Aa1		1,590,000		1,654,141

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

New York City Water & Sewer System, Water Utility Impt., Prerefunded Balance, Series EE, Revenue Bond		5.000%		6/15/2018		Aa1	$	175,000	$	181,867
New York City, Series 1, G.O. Bond		5.000%		8/1/2023		Aa2		2,700,000		3,225,420
New York City, Series C, G.O. Bond		5.000%		8/1/2024		Aa2		4,865,000		5,903,483
New York Local Government Assistance Corp., Subseries A-5/6, Revenue Bond		5.500%		4/1/2019		Aa1		445,000		479,336
New York Municipal Bond Bank Agency, Revenue Bond		4.000%		12/1/2017		AA²		2,000,000		2,025,760
The New York Power Authority, Series A, Revenue Bond		4.000%		11/15/2018		Aa1		220,000		229,229
The New York Power Authority, Series C, Revenue Bond, NATL		5.000%		11/15/2017		Aa1		500,000		507,850
New York State Dormitory Authority, Consolidated Service Contract, Revenue Bond		5.000%		7/1/2019		Aa2		750,000		807,472
New York State Dormitory Authority, Income Tax Revenue, Series A, Revenue Bond		5.000%		3/15/2025		Aa1		500,000		611,520
New York State Dormitory Authority, Income Tax Revenue, Series B, Revenue Bond, AMBAC		5.500%		3/15/2026		Aa1		1,200,000		1,533,876
New York State Dormitory Authority, Income Tax Revenue, Series E, Revenue Bond		3.500%		3/15/2037		Aa1		850,000		863,574
New York State Dormitory Authority, Rochester Institute of Technology, University & College Impt., Prerefunded Balance, Series A, Revenue Bond		5.750%		7/1/2025		A1		500,000		524,100
New York State Dormitory Authority, Series A, Revenue Bond		5.000%		3/15/2025		Aa1		500,000		615,955
New York State Dormitory Authority, Series A, Revenue Bond		3.000%		10/1/2026		A²		1,000,000		1,047,800
New York State Dormitory Authority, Series B, Revenue Bond, AGM		4.000%		10/1/2018		AA²		250,000		259,150
New York State Dormitory Authority, Series B, Revenue Bond, AGM		5.000%		4/1/2019		AA²		1,265,000		1,349,818
New York State Dormitory Authority, Series D, Revenue Bond		5.000%		2/15/2024		Aa1		4,000,000		4,814,000
New York State Dormitory Authority, Series D, Revenue Bond		5.000%		2/15/2027		Aa1		300,000		372,180
New York State Dormitory Authority, Series F, Revenue Bond, AGM		5.000%		10/1/2018		A2		500,000		524,925
New York State Dormitory Authority, University & College Impt., Prerefunded Balance, Series A, Revenue Bond		5.000%		7/1/2020		Aa2		225,000		242,521
New York State Environmental Facilities Corp., Revenue Bond		5.000%		6/15/2025		Aaa		1,000,000		1,139,160
New York State Environmental Facilities Corp., Subseries A, Revenue Bond		5.000%		6/15/2020		Aaa		1,250,000		1,390,800

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING ¹ (UNAUDITED)	PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

New York State Environmental Facilities Corp., Water Utility Impt., Revenue Bond		5.000%		6/15/2031	Aaa	$	1,000,000	$	1,204,870
New York State Environmental Facilities Corp., Water Utility Impt., Series A, Revenue Bond		5.000%		6/15/2035	Aaa		1,000,000		1,183,670
New York State Thruway Authority Highway & Bridge Trust Fund, Series B, Revenue Bond		5.000%		4/1/2018	AA²		225,000		231,937
New York State Thruway Authority, Highway & Bridge Trust Fund, Highway Impt., Prerefunded Balance, Series B, Revenue Bond		5.000%		4/1/2019	WR³		100,000		104,914
New York State Thruway Authority, Highway & Bridge Trust Fund, Highway Impt., Unrefunded Balance, Series B, Revenue Bond		5.000%		4/1/2019	AA²		250,000		262,648
New York State Thruway Authority, Highway Impt., Revenue Bond		5.000%		4/1/2018	AA²		2,025,000		2,087,431
New York State Thruway Authority, Highway Impt., Series A, Revenue Bond		5.000%		3/15/2020	Aa1		550,000		605,732
New York State Thruway Authority, Highway Impt., Series I, Revenue Bond		5.000%		1/1/2018	A2		590,000		601,747
New York State Thruway Authority, Highway Impt., Series I, Revenue Bond		4.000%		1/1/2019	A2		525,000		547,150
New York State Urban Development Corp., Public Impt., Series A, Revenue Bond		5.000%		3/15/2023	Aa1		1,285,000		1,455,057
New York State Urban Development Corp., Public Impt., Series A, Revenue Bond		5.000%		3/15/2025	Aa1		1,170,000		1,408,177
New York State Urban Development Corp., Public Impt., Series A-2, Revenue Bond, NATL		5.500%		3/15/2024	Aa1		1,250,000		1,549,525
New York State Urban Development Corp., Series A, Revenue Bond		5.000%		3/15/2026	Aa1		1,050,000		1,296,603
New York State Urban Development Corp., Series A, Revenue Bond		5.000%		3/15/2027	Aa1		2,000,000		2,460,040
New York State, Water Utility Impt., Series A, G.O. Bond		5.000%		3/1/2018	Aa1		3,440,000		3,536,389
New York State, Water Utility Impt., Series A, G.O. Bond		5.000%		3/1/2021	Aa1		1,000,000		1,140,790
New York State, Water Utility Impt., Series E, G.O. Bond		5.000%		12/15/2019	Aa1		565,000		619,941
Niagara County, Water Utility Impt., G.O. Bond		2.000%		2/1/2020	Aa3		500,000		510,580
Niskayuna Central School District, G.O. Bond		3.000%		4/15/2018	AA²		360,000		365,940
North Colonie Central School District, G.O. Bond		4.000%		7/15/2020	AA²		400,000		432,940
Oneida County, Public Impt., G.O. Bond, AGM		2.500%		5/15/2019	A1		500,000		512,700
Oneida County, Public Impt., G.O. Bond, AGM		3.000%		5/1/2020	A1		400,000		410,356
Onondaga County Water Authority, Water Utility Impt., Series A, Revenue Bond, BAM		3.000%		9/15/2018	Aa3		200,000		204,866
Onondaga County, Public Impt., G.O. Bond		4.000%		5/1/2018	Aa2		1,400,000		1,435,378
Onondaga County, Public Impt., G.O. Bond		5.000%		5/1/2020	Aa2		250,000		277,050
Onondaga County, Public Impt., G.O. Bond		5.000%		5/15/2022	Aa2		1,000,000		1,172,450

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING ¹ (UNAUDITED)	PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

Onondaga County, Public Impt., G.O. Bond		5.000%		5/15/2023	Aa2	$	1,000,000	$	1,198,170
Onondaga County, Public Impt., G.O. Bond		2.125%		6/15/2030	Aa2		715,000		655,605
Orange County, Various Purposes Impt., Series A, G.O. Bond, AGM		5.000%		3/1/2023	Aa3		520,000		618,982
Pittsford Central School District, G.O. Bond		4.000%		10/1/2021	Aa1		350,000		388,430
Port Authority of New York & New Jersey, Airport & Marina Impt., Consolidated Series 189, Revenue Bond		5.000%		5/1/2024	Aa3		800,000		972,000
Port Authority of New York & New Jersey, Airport & Marina Impt., Series 179, Revenue Bond		5.000%		12/1/2018	Aa3		400,000		422,440
Port Authority of New York & New Jersey, Airport & Marina Impt., Series 179, Revenue Bond		5.000%		12/1/2024	Aa3		765,000		923,707
Port Authority of New York & New Jersey, Consolidated Series 184, Revenue Bond		5.000%		9/1/2025	Aa3		2,500,000		3,045,150
Port Authority of New York & New Jersey, Series 180, Revenue Bond		4.000%		6/1/2019	Aa3		200,000		211,036
Putnam County, Parking Facility Impt., G.O. Bond		2.000%		11/15/2018	Aa2		300,000		304,035
Rensselaer County, Nursing Homes, Public Impt., G.O. Bond		2.000%		7/15/2020	AA²		930,000		943,206
Rochester, School Impt., Series A, G.O. Bond, AMBAC		5.000%		8/15/2022	Aa3		95,000		111,254
Rochester, School Impt., Series II, G.O. Bond		5.000%		2/1/2019	Aa3		1,625,000		1,724,401
Roslyn Union Free School District, G.O. Bond		5.000%		10/15/2020	Aa1		215,000		242,529
Sachem Central School District, G.O. Bond, NATL		5.250%		10/15/2017	A3		225,000		227,846
Shenendehowa Central School District, G.O. Bond		4.000%		7/15/2020	AA²		475,000		515,750
South Glens Falls Central School District, School Impt., Unrefunded Balance, G.O. Bond, NATL		5.375%		6/15/2018	A1		95,000		96,924
South Jefferson Central School District, G.O. Bond, BAM		2.000%		6/15/2019	AA²		710,000		719,777
Suffolk County Water Authority, Prerefunded Balance, Revenue Bond		5.000%		6/1/2021	AAA²		1,225,000		1,403,372
Suffolk County Water Authority, Prerefunded Balance, Revenue Bond		4.000%		6/1/2022	WR³		25,000		27,899
Suffolk County Water Authority, Unrefunded Balance, Revenue Bond		4.000%		6/1/2022	AAA²		175,000		194,353
Suffolk County Water Authority, Water Utility Impt., Prerefunded Balance, Revenue Bond		5.000%		6/1/2018	AAA²		2,000,000		2,074,800
Suffolk County Water Authority, Water Utility Impt., Prerefunded Balance, Revenue Bond		5.000%		6/1/2019	AAA²		775,000		833,497
Suffolk County Water Authority, Water Utility Impt., Prerefunded Balance, Series A, Revenue Bond		5.000%		6/1/2018	AAA²		200,000		207,442
Suffolk County, G.O. Bond, AGM		5.000%		2/1/2018	A2		500,000		511,625
Suffolk County, Series B, G.O. Bond, AGM		5.000%		10/1/2019	AA²		1,000,000		1,082,210
Sullivan County, Public Impt., G.O. Bond		2.000%		6/1/2019	AA²		1,015,000		1,031,778
Sullivan County, Public Impt., G.O. Bond		3.000%		11/15/2023	AA²		500,000		539,545
Syracuse, Public Impt., Series A, G.O. Bond, AGM		4.000%		6/1/2018	A1		545,000		560,271

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)


	COUPON RATE		MATURITY DATE		CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

Tonawanda, Public Impt., G.O. Bond		2.000%		6/1/2018		AA²	$	365,000	$	368,621
Tonawanda, Public Impt., G.O. Bond		2.000%		6/1/2019		AA²		355,000		361,244
Triborough Bridge & Tunnel Authority, Highway Impt., Prerefunded Balance, Series A, Revenue Bond		5.000%		11/15/2020		Aa3		530,000		548,926
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		5.000%		11/15/2018		Aa3		890,000		939,457
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		5.000%		11/15/2019		Aa3		1,075,000		1,174,330
Triborough Bridge & Tunnel Authority, Highway Impt., Series A, Revenue Bond		5.000%		11/15/2023		Aa3		350,000		422,142
Triborough Bridge & Tunnel Authority, Prerefunded Balance, Series C, Revenue Bond		5.000%		11/15/2021		WR³		305,000		321,885
Triborough Bridge & Tunnel Authority, Prerefunded Balance, Subseries D, Revenue Bond		5.000%		11/15/2022		WR³		310,000		327,162
Triborough Bridge & Tunnel Authority, Series A, Revenue Bond		4.000%		11/15/2017		A1		430,000		434,979
Triborough Bridge & Tunnel Authority, Series A, Revenue Bond		5.000%		11/15/2024		Aa3		650,000		796,822
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2017		Aa3		350,000		355,516
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		4.000%		11/15/2018		Aa3		250,000		260,488
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2019		Aa3		820,000		895,768
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2022		Aa3		1,000,000		1,185,480
Triborough Bridge & Tunnel Authority, Series B, Revenue Bond		5.000%		11/15/2024		Aa3		1,000,000		1,174,150
Triborough Bridge & Tunnel Authority, Series C, Revenue Bond		5.000%		11/15/2018		Aa3		500,000		527,785
Ulster County, Public Impt., G.O. Bond		4.000%		11/15/2019		AA²		510,000		544,201
Ulster County, Public Impt., Series B, G.O. Bond		2.000%		11/15/2020		AA²		685,000		701,467
Union Endicott Central School District, G.O. Bond, BAM		2.125%		6/15/2019		AA²		580,000		590,173
Voorheesville Central School District, G.O. Bond		5.000%		6/15/2021		AA²		500,000		569,785
Warren County, Public Impt., G.O. Bond, AGM		4.000%		7/15/2020		AA²		500,000		541,485
Wayne County, Public Impt., G.O. Bond		3.000%		6/1/2021		Aa2		295,000		314,199
Webster Central School District, G.O. Bond		4.000%		10/1/2018		AA²		375,000		388,534
Westchester County, Prerefunded Balance, Series A, G.O. Bond		3.000%		10/15/2017		WR³		5,000		5,031
Westchester County, Unrefunded Balance, Series A, G.O. Bond		3.000%		10/15/2017		Aa1		410,000		412,583
Westchester County, Unrefunded Balance, Series C, G.O. Bond		5.000%		11/1/2017		Aa1		495,000		502,009
Wilson Central School District, G.O. Bond		3.000%		6/15/2018		Aa3		420,000		428,005
Yonkers, Public Impt., Series C, G.O. Bond, AGM		2.000%		10/15/2017		A2		500,000		501,550

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

New York Tax Exempt Series

Investment Portfolio - June 30, 2017

(unaudited)

COUPON
RATE

MATURITY
DATE

CREDIT
RATING¹
(UNAUDITED)

PRINCIPAL
AMOUNT/
SHARES

VALUE

(NOTE 2)

NEW YORK MUNICIPAL BONDS (continued)

Yonkers, Public Impt., Series C, G.O. Bond, AGM

4.000%

8/15/2020

350,000

376,918

TOTAL MUNICIPAL BONDS

(Identified Cost $155,274,132)

157,706,891

SHORT-TERM INVESTMENT - 1.0%

Dreyfus Government Cash Management

(Identified Cost $1,662,537)

0.91%

⁵

1,662,537

1,662,537

TOTAL INVESTMENTS - 99.1%

(Identified Cost $156,936,669)

159,369,428

OTHER ASSETS, LESS LIABILITIES - 0.9%

1,462,194

NET ASSETS - 100%

160,831,622

KEY:

G.O. Bond - General Obligation Bond

Impt. - Improvement

Scheduled principal and interest payments are guaranteed by:

AGM (Assurance Guaranty Municipal Corp.)

AMBAC (AMBAC Assurance Corp.)

BAM (Build America Mutual Assurance Co.)

BHAC (Berkshire Hathaway Assurance Corp.)

NATL (National Public Finance Guarantee Corp.)

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

¹Credit ratings from Moody’s (unaudited).

²Credit ratings from S&P (unaudited).

³Credit rating has been withdrawn. As of June 30, 2017, there is no rating available (unaudited).

⁴The coupon rate is floating and is the effective rate as of June 30, 2017.

⁵Rate shown is the current yield as of June 30, 2017.

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

New York Tax Exempt Series

Statement of Assets and Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments, at value (identified cost $156,936,669) (Note 2)	$	159,369,428
Interest receivable		1,412,971
Receivable for fund shares sold		161,654
Prepaid expenses		3,884


TOTAL ASSETS		160,947,937


LIABILITIES:

Accrued management fees (Note 3)		66,705
Accrued fund accounting and administration fees (Note 3)		17,663
Accrued directors’ fees (Note 3)		379
Accrued Chief Compliance Officer service fees (Note 3)		297
Audit fees payable		19,219
Payable for fund shares repurchased		6,043
Other payables and accrued expenses		6,009


TOTAL LIABILITIES		116,315


TOTAL NET ASSETS	$	160,831,622


NET ASSETS CONSIST OF:

Capital stock	$	153,027
Additional paid-in-capital		158,032,594
Undistributed net investment income		183,662
Accumulated net realized gain on investments		29,580
Net unrealized appreciation on investments		2,432,759


TOTAL NET ASSETS	$	160,831,622


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($160,831,622/15,302,698 shares)	$	10.51

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

New York Tax Exempt Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Interest	$	1,356,514
Dividends		8,516


Total Investment Income		1,365,030


EXPENSES:

Management fees (Note 3)		399,285
Fund accounting and administration fees (Note 3)		40,685
Directors’ fees (Note 3)		5,347
Chief Compliance Officer service fees (Note 3)		1,932
Transfer agent fees (Note 3)		1,602
Custodian fees		4,670
Miscellaneous		30,297


Total Expenses		483,818


NET INVESTMENT INCOME		881,212


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		2,943
Net change in unrealized appreciation (depreciation) on investments		2,949,687


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		2,952,630


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,833,842

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

New York Tax Exempt Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)				FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	881,212			$	1,566,554
Net realized gain (loss) on investments			2,943				80,455
Net change in unrealized appreciation (depreciation) on investments			2,949,687				(2,691,963	)


Net increase (decrease) from operations			3,833,842				(1,044,954	)


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income			(799,548	)			(1,648,760	)
From net realized gain on investments			—				(57,361	)


Total distributions to shareholders			(799,548	)			(1,706,121	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)			(3,494,183	)			(10,560,519	)


Net decrease in net assets			(459,889	)			(13,311,594	)

NET ASSETS:

Beginning of period			161,291,511				174,603,105


End of period (including undistributed net investment income of $183,662 and $101,998, respectively)		$	160,831,622			$	161,291,511

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

New York Tax Exempt Series

Financial Highlights


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$10.31			$10.50			$10.42			$10.40			$10.78			$10.63


Income (loss) from investment operations:
Net investment income¹		0.06			0.10			0.08			0.07			0.17			0.19
Net realized and unrealized gain (loss) on investments		0.19			(0.18	)		0.08			0.07			(0.36	)		0.16


Total from investment operations		0.25			(0.08	)		0.16			0.14			(0.19	)		0.35


Less distributions to shareholders:
From net investment income		(0.05	)		(0.11	)		(0.08	)		(0.07	)		(0.16	)		(0.20	)
From net realized gain on investments		—			—	²		—			(0.05	)		(0.03	)		—	²


Total distributions to shareholders		(0.05	)		(0.11	)		(0.08	)		(0.12	)		(0.19	)		(0.20	)


Net asset value - End of period		$10.51			$10.31			$10.50			$10.42			$10.40			$10.78


Net assets - End of period (000’s omitted)		$160,832			$161,292			$174,603			$180,729			$163,836			$162,785


Total return³		2.45%			(0.79%	)		1.54%			1.28%			(1.72%	)		3.31%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.61%	⁴		0.60%			0.60%			0.58%			0.60%			0.60%
Net investment income		1.10%	⁴		0.93%			0.74%			0.68%			1.57%			1.72%
Portfolio turnover		2%			19%			35%			43%			33%			7%

¹Calculated based on average shares outstanding during the periods.

²Less than $0.01 per share.

⁴Annualized.

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

New York Tax Exempt Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

2.	Significant Accounting Policies

Security Valuation

New York Tax Exempt 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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
States and political subdivisions (municipals)	$	157,706,891	$	—	$	157,706,891	$	—
Mutual fund		1,662,537		1,662,537		—		—

Total assets	$	159,369,428	$	1,662,537	$	157,706,891	$	—

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Federal Taxes

New York Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Federal Taxes (continued)

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

The Advisor has contractually agreed, until at least April 30, 2018, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.85% of average daily net assets each year. The Advisor did not waive any fees for the six months ended June 30, 2017. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

New York Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, were charged. The Advisor had agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the 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); and 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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

4.	Purchases and Sales Securities

For the six months ended June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $3,713,217 and $2,812,288, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in Class A shares of New York Tax Exempt Series were:


	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		615,675		$	6,419,532			1,358,590		$	14,312,915
Reinvested		71,329			746,083			152,544			1,595,775
Repurchased		(1,022,005	)		(10,659,798	)		(2,507,504	)		(26,469,209	)

Total		(335,001	)	$	(3,494,183	)		(996,370	)	$	(10,560,519	)

Over 90% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

7.	Concentration of Credit

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

New York Tax Exempt Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information

At June 30, 2017, the identified cost 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	$	156,936,669
Unrealized appreciation		2,742,374
Unrealized depreciation		(309,615	)

Net unrealized appreciation	$	2,432,759

{This page intentionally left blank}

New York Tax Exempt Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNNYT-6/17-SAR

LOGO

Core Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/17	ENDING ACCOUNT VALUE 6/30/17	EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,020.60	$3.51	0.70%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.32	$3.51	0.70%
Class I
Actual	$1,000.00	$1,021.40	$2.26	0.45%
Hypothetical (5% return before expenses)	$1,000.00	$1,022.56	$2.26	0.45%

Core Bond Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO

Core Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS - 41.7%

Non-Convertible Corporate Bonds - 41.7%
Consumer Discretionary - 3.6%
Auto Components - 0.8%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		A3	$	1,405,000	$	1,493,549

Household Durables - 0.8%
NVR, Inc., 3.95%, 9/15/2022		Baa2		1,485,000		1,554,694

Internet & Direct Marketing Retail - 1.0%
The Priceline Group, Inc., 3.60%, 6/1/2026		Baa1		2,030,000		2,054,898

Media - 0.5%
Comcast Corp., 4.40%, 8/15/2035		A3		975,000		1,048,064

Multiline Retail - 0.5%
Dollar General Corp., 3.25%, 4/15/2023		Baa2		1,030,000		1,049,100

Total Consumer Discretionary						7,200,305

Consumer Staples - 2.3%
Beverages - 1.5%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		A3		1,303,000		2,018,837
PepsiCo, Inc., 3.10%, 7/17/2022		A1		895,000		927,445

						2,946,282

Food & Staples Retailing - 0.8%
CVS Health Corp., 3.50%, 7/20/2022		Baa1		1,445,000		1,498,556

Total Consumer Staples						4,444,838

Energy - 6.0%
Energy Equipment & Services - 1.0%
Schlumberger Holdings Corp.², 3.625%, 12/21/2022		Baa1		1,890,000		1,966,450

Oil, Gas & Consumable Fuels - 5.0%
BP Capital Markets plc (United Kingdom), 3.216%, 11/28/2023		A1		1,805,000		1,833,098
Chevron Corp., 1.79%, 11/16/2018		Aa2		950,000		952,909
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		Baa2		985,000		1,048,521
ConocoPhillips Co., 3.35%, 5/15/2025		Baa2		935,000		949,935
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		Baa2		1,000,000		999,260
Kinder Morgan Energy Partners LP, 4.30%, 5/1/2024		Baa3		1,965,000		2,030,943
Petroleos Mexicanos (Mexico), 4.50%, 1/23/2026		Baa3		990,000		962,310
TransCanada PipeLines Ltd. (Canada), 3.75%, 10/16/2023		A3		1,000,000		1,049,165

						9,826,141

Total Energy						11,792,591

Financials - 13.4%
Banks - 6.4%
Banco Santander S.A. (Spain), 3.50%, 4/11/2022		Baa2		1,400,000		1,432,868
Bank of America Corp., 4.00%, 1/22/2025		Baa3		1,480,000		1,505,774
Barclays Bank plc (United Kingdom)², 10.179%, 6/12/2021		Baa3		750,000		939,352
Citigroup, Inc., 3.875%, 3/26/2025		Baa3		1,960,000		1,972,113

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

Core Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		Baa1	$	935,000	$	958,068
JPMorgan Chase & Co.³, 2.776%, 4/25/2023		A3		2,050,000		2,053,682
Kreditanstalt fuer Wiederaufbau (Germany), 1.50%, 6/15/2021		Aaa		1,700,000		1,673,502
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		Baa2		1,978,000		2,050,745

						12,586,104

Capital Markets - 3.5%
The Goldman Sachs Group, Inc.³, 2.80%, 11/29/2023		A3		1,910,000		1,971,548
The Goldman Sachs Group, Inc., 4.25%, 10/21/2025		Baa2		1,010,000		1,043,997
Morgan Stanley³, 2.373%, 5/8/2024		A3		1,550,000		1,558,003
Morgan Stanley, 5.00%, 11/24/2025		Baa2		1,385,000		1,506,129
TD Ameritrade Holding Corp., 2.95%, 4/1/2022		A3		920,000		941,431

						7,021,108

Diversified Financial Services - 1.0%
AerCap Ireland Capital Ltd. - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021		Baa3		1,880,000		1,994,652

Insurance - 2.5%
American International Group, Inc., 4.125%, 2/15/2024		Baa1		1,435,000		1,515,074
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		Baa2		2,300,000		2,465,899
Prudential Financial, Inc.⁴, 5.875%, 9/15/2042		Baa2		870,000		969,354

						4,950,327

Total Financials						26,552,191

Health Care - 1.3%
Biotechnology - 0.5%
AbbVie, Inc., 1.80%, 5/14/2018		Baa2		960,000		961,212

Health Care Providers & Services - 0.8%
Express Scripts Holding Co., 3.50%, 6/15/2024		Baa2		1,500,000		1,513,100

Total Health Care						2,474,312

Industrials - 3.1%
Airlines - 0.5%
Southwest Airlines Co., 2.75%, 11/6/2019		A3		670,000		680,443
Southwest Airlines Co., 2.65%, 11/5/2020		A3		345,000		349,108

						1,029,551

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

Core Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Construction & Engineering - 0.6%
Fluor Corp., 3.50%, 12/15/2024		A3	$	1,000,000	$	1,037,315

Industrial Conglomerates - 2.0%
General Electric Co.³, 1.551%, 5/5/2026		A1		2,050,000		2,012,772
Siemens Financieringsmaatschappij N.V. (Germany)², 2.90%, 5/27/2022.		A1		1,925,000		1,964,389

						3,977,161

Total Industrials						6,044,027

Information Technology - 3.8%
Internet Software & Services - 1.0%
Activision Blizzard, Inc., 3.40%, 6/15/2027		Baa2		1,995,000		1,988,209

IT Services - 1.3%
Automatic Data Processing, Inc., 2.25%, 9/15/2020		Aa3		1,030,000		1,042,739
Visa, Inc., 2.80%, 12/14/2022		A1		1,470,000		1,496,661

						2,539,400

Semiconductors & Semiconductor Equipment - 1.5%
Applied Materials, Inc., 3.30%, 4/1/2027		A3		2,000,000		2,032,506
QUALCOMM, Inc., 3.00%, 5/20/2022		A1		1,010,000		1,035,789

						3,068,295

Total Information Technology						7,595,904

Materials - 4.1%
Chemicals - 1.1%
The Dow Chemical Co., 8.55%, 5/15/2019		Baa2		920,000		1,030,434
Solvay Finance America LLC (Belgium)², 3.40%, 12/3/2020		Baa2		1,060,000		1,093,772

						2,124,206

Metals & Mining - 2.5%
Corp Nacional del Cobre de Chile (Chile)², 4.50%, 9/16/2025		A3		1,889,000		2,011,577
Glencore Funding, LLC (Switzerland)², 4.625%, 4/29/2024		Baa2		1,873,000		1,958,034
Southern Copper Corp. (Peru), 3.875%, 4/23/2025		Baa2		1,021,000		1,046,775

						5,016,386

Paper & Forest Products - 0.5%
Domtar Corp., 4.40%, 4/1/2022		Baa3		935,000		982,592

Total Materials						8,123,184

Real Estate - 1.9%
Equity Real Estate Investment Trusts (REITS) - 1.9%
American Tower Corp., 3.30%, 2/15/2021		Baa3		1,935,000		1,985,550
Crown Castle Towers LLC², 6.113%, 1/15/2020		A2		650,000		698,810
Crown Castle Towers LLC², 4.883%, 8/15/2020		A2		250,000		266,780
Crown Castle Towers LLC², 3.222%, 5/15/2022		A2		400,000		409,736

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

Core Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
GTP Acquisition Partners I LLC², 2.35%, 6/15/2020		Aaa	$	450,000	$	444,920

Total Real Estate						3,805,796

Telecommunication Services - 2.2%
Diversified Telecommunication Services - 2.0%
AT&T, Inc., 5.20%, 3/15/2020		Baa1		1,830,000		1,966,395
Verizon Communications, Inc., 4.125%, 3/16/2027		Baa1		1,930,000		1,993,263

						3,959,658

Wireless Telecommunication Services - 0.2%
SBA Tower Trust², 3.598%, 4/10/2018		Baa3		465,000		465,149

Total Telecommunication Services						4,424,807

TOTAL CORPORATE BONDS
(Identified Cost $81,045,833)						82,457,955

ASSET-BACKED SECURITIES - 6.6%
Alterna Funding I LLC, Series 2014-1A, Class NOTE², 1.639%, 2/15/2021		WR⁵		54,936		54,387
BMW Vehicle Owner Trust, Series 2016-A, Class A3, 1.16%, 11/25/2020		Aaa		950,000		943,717
Cazenovia Creek Funding I LLC, Series 2015-1A, Class A², 2.00%, 12/10/2023		WR⁵		155,846		154,873
Chesapeake Funding II LLC, Series 2017-2A, Class A1², 1.99%, 5/15/2029		Aaa		710,000		709,352
Colony American Homes, Series 2015-1A, Class A^2,3, 2.372%, 7/17/2032		Aaa		559,038		559,865
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A², 2.56%, 10/15/2025		AAA⁶		350,000		351,062
Enterprise Fleet Financing LLC, Series 2015-2, Class A2², 1.59%, 2/22/2021		AAA⁶		323,308		323,321
Enterprise Fleet Financing LLC, Series 2016-2, Class A2², 1.74%, 2/22/2022		AAA⁶		397,471		397,067
Ford Credit Auto Lease Trust, Series 2017-A, Class A3, 1.88%, 4/15/2020		AAA⁶		1,000,000		1,001,084
GM Financial Automobile Leasing Trust, Series 2016-2, Class A4, 1.76%, 3/20/2020		AAA⁶		1,000,000		998,931
Home Partners of America Trust, Series 2016-1, Class A^2,3, 2.859%, 3/17/2033		Aaa		326,757		331,654
Honda Auto Receivables Owner Trust, Series 2016-4, Class A2, 1.04%, 4/18/2019		AAA⁶		367,473		366,834
Invitation Homes Trust, Series 2015-SFR3, Class A^2,3, 2.509%, 8/17/2032		Aaa		573,710		576,326

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

Core Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

Mercedes-Benz Auto Lease Trust, Series 2016-B, Class A3, 1.35%, 8/15/2019		Aaa	$	900,000	$	897,702
Navient Student Loan Trust, Series 2016-3A, Class A1^2,3, 1.816%, 6/25/2065		AAA⁶		519,317		520,320
NextGear Floorplan Master Owner Trust, Series 2014-1A, Class A², 1.92%, 10/15/2019		Aaa		390,000		390,316
SBA Small Business Investment Companies, Series 2015-10B, Class 1, 2.829%, 9/10/2025		Aaa		1,595,150		1,628,613
SoFi Professional Loan Program LLC, Series 2014-A, Class A2², 3.02%, 10/25/2027		AAA⁶		260,605		263,049
SoFi Professional Loan Program LLC, Series 2016-E, Class A2B², 2.49%, 1/25/2036		Aaa		1,000,000		997,943
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A², 1.55%, 3/26/2040		Aaa		260,207		259,556
SoFi Professional Loan Program LLC, Series 2017-C, Class A2A², 1.75%, 7/25/2040		AAA⁶		565,000		564,477
Tax Ease Funding LLC, Series 2016-1A, Class A², 3.131%, 6/15/2028		WR⁵		182,771		182,653
Tricon American Homes Trust, Series 2016-SFR1, Class A², 2.589%, 11/17/2033		Aaa		500,000		494,511


TOTAL ASSET-BACKED SECURITIES
(Identified Cost $12,939,146)						12,967,613


COMMERCIAL MORTGAGE-BACKED SECURITIES - 11.3%
Americold LLC Trust, Series 2010-ARTA, Class A1², 3.847%, 1/14/2029		AAA⁶		41,628		42,939
BWAY Mortgage Trust, Series 2015-1740, Class A², 2.917%, 1/10/2035		AAA⁶		400,000		396,587
Commercial Mortgage Pass-Through Certificates, Series 2015-3BP, Class A², 3.178%, 2/10/2035		WR⁵		400,000		403,746
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A1^2,3, 2.50%, 5/25/2043		AAA⁶		292,127		277,635
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^2,3, 2.13%, 2/25/2043		AAA⁶		225,053		215,160
CSMC Trust 2013-6, Class 2A1^2,3, 3.50%, 8/25/2043		AAA⁶		972,052		980,747
FDIC Trust, Series 2011-R1, Class A², 2.672%, 7/25/2026		WR⁵		49,223		49,517
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)³, 1.191%, 4/25/2021		Aaa		7,446,655		288,478
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)³, 1.531%, 10/25/2021		Aaa		1,162,846		63,172
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)³, 1.472%, 6/25/2022		Aaa		9,383,667		566,484
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K029, Class A2³, 3.32%, 2/25/2023		Aaa		900,000		944,950
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)³, 0.211%, 4/25/2023		Aaa		13,983,882		149,600
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)³, 0.112%, 5/25/2023		Aaa		8,224,339		52,280

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

Core Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Freddie Mac Multifamily Structured Pass-Through Certificates, Series K033, Class A2³, 3.06%, 7/25/2023		Aaa	$	870,000	$	900,486
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K035, Class A2³, 3.458%, 8/25/2023		Aaa		1,895,000		2,002,162
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K055, Class A1, 2.263%, 4/25/2025		Aaa		589,118		586,807
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)³, 1.546%, 10/25/2018		Aaa		1,566,238		24,976
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ10, Class A2, 2.912%, 12/25/2023		Aaa		1,400,000		1,432,276
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ13, Class A2, 2.864%, 8/25/2022		Aaa		1,800,000		1,846,489
FREMF Mortgage Trust, Series 2011-K15, Class B^2,3, 4.948%, 8/25/2044		WR⁵		170,000		184,943
FREMF Mortgage Trust, Series 2011-K701, Class B^2,3, 4.237%, 7/25/2048		AA⁶		160,000		160,906
FREMF Mortgage Trust, Series 2013-K712, Class B^2,3, 3.365%, 5/25/2045		AA⁶		360,000		368,382
FREMF Mortgage Trust, Series 2015-K42, Class B^2,3, 3.852%, 12/25/2024		A3		380,000		386,256
FREMF Mortgage Trust, Series 2015-K43, Class B^2,3, 3.735%, 2/25/2048		WR⁵		400,000		407,414
FREMF Mortgage Trust, Series 2015-K720, Class B^2,3, 3.389%, 7/25/2022		Baa2		340,000		340,094
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX^2,3, 3.382%, 12/15/2034		AA⁶		400,000		409,169
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class DFX^2,3, 3.382%, 12/15/2034		BBB⁶		220,000		223,211
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2010-C2, Class A3², 4.07%, 11/15/2043		AAA⁶		200,000		209,767
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^2,3, 3.00%, 3/25/2043		WR⁵		159,139		158,523
JP Morgan Mortgage Trust, Series 2013-2, Class A2^2,3, 3.50%, 5/25/2043		AAA⁶		178,674		181,277
JP Morgan Mortgage Trust, Series 2014-2, Class 1A1^2,3, 3.00%, 6/25/2029		AAA⁶		229,102		231,196
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A2², 2.767%, 1/20/2041		Aaa		193,579		193,624
Motel 6 Trust, Series 2015-MTL6, Class B², 3.298%, 2/5/2030		WR⁵		350,000		349,488
New Residential Mortgage Loan Trust, Series 2014-1A, Class A^2,3, 3.75%, 1/25/2054		AAA⁶		431,096		443,052
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX3^2,3, 3.75%, 11/25/2054		AAA⁶		197,930		200,429
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1^2,3, 3.75%, 8/25/2055		Aaa		404,437		417,293

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

Core Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹(UNAUDITED)			PRINCIPAL AMOUNT		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

New Residential Mortgage Loan Trust, Series 2016-4A, Class A1^2,3, 3.75%, 11/25/2056		AAA	⁶	$	325,796	$	335,647
OBP Depositor LLC Trust, Series 2010-OBP, Class A², 4.646%, 7/15/2045		AAA	⁶		100,000		106,777
SBA Small Business Investment Companies, Series 2015-10A, Class 1, 2.517%, 3/10/2025		Aaa			596,034		601,840
SCG Trust, Series 2013-SRP1, Class AJ^2,3, 3.109%, 11/15/2026		AAA	⁶		450,000		447,480
Sequoia Mortgage Trust, Series 2012-3, Class A1³, 3.50%, 7/25/2042		Aaa			493,363		501,982
Sequoia Mortgage Trust, Series 2013-7, Class A2³, 3.00%, 6/25/2043		AAA	⁶		167,882		165,974
Sequoia Mortgage Trust, Series 2013-8, Class A1³, 3.00%, 6/25/2043		Aaa			232,796		229,716
Starwood Retail Property Trust, Series 2014-STAR, Class A^2,3, 2.347%, 11/15/2027		AAA	⁶		410,000		405,922
Towd Point Mortgage Trust, Series 2016-5, Class A1^2,3, 2.50%, 10/25/2056		Aaa			773,390		774,178
UBS-Barclays Commercial Mortgage Trust, Series 2013-C5, Class A4, 3.185%, 3/10/2046		Aaa			800,000		818,329
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX², 4.004%, 9/13/2028		AAA	⁶		245,000		259,105
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2², 4.393%, 11/15/2043		Aaa			275,000		290,859
WFRBS Commercial Mortgage Trust, Series 2011-C2, Class A4^2,3, 4.869%, 2/15/2044		Aaa			810,000		878,053
WinWater Mortgage Loan Trust, Series 2015-1, Class A1^2,3, 3.50%, 1/20/2045		WR	⁵		198,121		199,769
WinWater Mortgage Loan Trust, Series 2015-3, Class A5^2,3, 3.50%, 3/20/2045		Aaa			200,522		204,125


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $21,940,475)							22,309,271


FOREIGN GOVERNMENT BONDS - 2.9%

Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020		Aa2			2,000,000		2,008,704
The Korea Development Bank (South Korea), 1.375%, 9/12/2019		Aa2			1,000,000		981,295
Province of Ontario (Canada), 2.00%, 9/27/2018		Aa2			450,000		452,580
Province of Ontario (Canada), 1.25%, 6/17/2019		Aa2			400,000		396,624
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019		Aa1			2,000,000		1,975,356


TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $5,832,937)							5,814,559


U.S. TREASURY SECURITIES - 19.8%

U.S. Treasury Bonds - 6.5%
U.S. Treasury Bond, 6.25%, 5/15/2030					2,625,000		3,741,754
U.S. Treasury Bond, 4.75%, 2/15/2037					2,700,000		3,597,118
U.S. Treasury Bond, 2.50%, 2/15/2045					4,000,000		3,732,968

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

Core Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	PRINCIPAL AMOUNT		VALUE (NOTE 2)
U.S. TREASURY SECURITIES (continued)
U.S. Treasury Bonds (continued)
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042	$	1,877,530	$	1,786,352

Total U.S. Treasury Bonds
(Identified Cost $13,040,875)				12,858,192

U.S. Treasury Notes - 13.3%
U.S Treasury Note, 1.625%, 4/30/2023		5,030,000		4,922,720
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		1,938,710		1,941,694
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		1,620,821		1,606,001
U.S. Treasury Note, 1.375%, 4/30/2020		6,685,000		6,654,971
U.S. Treasury Note, 1.75%, 4/30/2022		7,348,000		7,305,808
U.S. Treasury Note, 1.625%, 5/15/2026		4,000,000		3,792,188

Total U.S. Treasury Notes
(Identified Cost $26,447,265)				26,223,382


TOTAL U.S. TREASURY SECURITIES
(Identified Cost $39,488,140)				39,081,574


U. S. GOVERNMENT AGENCIES - 16.0%

Mortgage-Backed Securities - 12.5%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		172,178		180,144
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		11,994		12,454
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		18,173		19,246
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		120,267		125,976
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		22,733		24,122
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		210,227		220,323
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		14,743		15,747
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		122,466		132,552
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035		199,360		211,544
Fannie Mae, Pool #AY8263, 3.00%, 5/1/2035		533,808		537,252
Fannie Mae, Pool # 828377, 5.50%, 6/1/2035		431,833		482,969
Fannie Mae, Pool #MA2587, 3.50%, 4/1/2036		843,053		875,604
Fannie Mae, Pool #889494, 5.50%, 1/1/2037		429,891		481,261
Fannie Mae, Pool #933731, 5.50%, 4/1/2038		49,877		55,353
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		62,353		69,415
Fannie Mae, Pool #995876, 6.00%, 11/1/2038		181,166		204,936
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		65,524		73,132
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041		373,577		394,353
Fannie Mae, Pool #AI5172, 4.00%, 8/1/2041		154,504		163,032
Fannie Mae, Pool #AH3858, 4.50%, 8/1/2041		696,766		750,842
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		207,402		218,839
Fannie Mae, Pool #AS4103, 4.50%, 12/1/2044		442,674		479,136
Fannie Mae, Pool #AL8604, 3.50%, 4/1/2045		371,292		381,577
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045		1,312,035		1,384,100

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

Core Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	PRINCIPAL AMOUNT		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046	$	181,284	$	186,306
Fannie Mae, Pool #BC8677, 4.00%, 5/1/2046		172,184		181,089
Fannie Mae, Pool #BD2179, 4.00%, 7/1/2046		394,084		414,464
Fannie Mae, Pool #BD1191, 3.50%, 1/1/2047		545,976		561,099
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		415,821		448,127
Fannie Mae, Pool #AL8674, 5.653%, 1/1/2049		816,746		908,058
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		48,660		50,106
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		23,149		24,531
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		16,789		17,839
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		12,552		13,396
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		22,208		23,655
Freddie Mac, Pool #D98711, 4.50%, 7/1/2031		161,785		173,563
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		158,595		171,486
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		156,625		169,253
Freddie Mac, Pool #C91771, 4.50%, 6/1/2034		178,304		193,489
Freddie Mac, Pool #C91780, 4.50%, 7/1/2034		176,043		190,405
Freddie Mac, Pool #C91832, 3.50%, 6/1/2035		848,787		883,877
Freddie Mac, Pool #C91854, 4.00%, 10/1/2035		604,067		643,226
Freddie Mac, Pool #G07655, 5.50%, 12/1/2035		130,945		146,694
Freddie Mac, Pool #C91868, 3.50%, 4/1/2036		942,127		981,090
Freddie Mac, Pool #G08268, 5.00%, 5/1/2038		1,025,013		1,123,274
Freddie Mac, Pool #G05275, 5.50%, 2/1/2039		392,917		437,648
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		88,847		100,578
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		426,495		458,642
Freddie Mac, Pool #A93451, 4.50%, 8/1/2040		1,099,701		1,182,456
Freddie Mac, Pool #G60513, 5.00%, 7/1/2041		1,061,521		1,162,995
Freddie Mac, Pool #G60071, 4.50%, 7/1/2042		451,623		485,428
Freddie Mac, Pool #Q17513, 3.50%, 4/1/2043		232,472		239,875
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		667,228		704,714
Freddie Mac, Pool #Q37592, 4.00%, 12/1/2045		1,086,192		1,147,835
Freddie Mac, Pool #Q37857, 4.00%, 12/1/2045		917,290		965,454
Freddie Mac, Pool #G60855, 4.50%, 12/1/2045		449,993		482,058
Freddie Mac, Pool #Q38388, 4.00%, 1/1/2046		1,055,696		1,116,127
Freddie Mac, Pool #G08754, 4.50%, 3/1/2047		731,464		783,631
Freddie Mac, Pool #Q47130, 4.50%, 4/1/2047		498,217		533,770

Total Mortgage-Backed Securities
(Identified Cost $24,913,475)				24,800,147

Other Agencies - 3.5%
Fannie Mae, 2.625%, 9/6/2024
(Identified Cost $7,002,081)		6,711,000		6,885,271

TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $31,915,556)				31,685,418

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

Core Bond Series

Investment Portfolio - June 30, 2017

(unaudited)

PRINCIPAL
AMOUNT/
SHARES

VALUE

(NOTE 2)

SHORT-TERM INVESTMENT - 1.0%

Dreyfus Government Cash Management⁷, 0.91%,

(Identified Cost $2,046,593)

2,046,593

2,046,593

TOTAL INVESTMENTS - 99.3%

(Identified Cost $195,208,680)

196,362,983

OTHER ASSETS, LESS LIABILITIES - 0.7%

1,321,457

NET ASSETS - 100%

197,684,440

IO - Interest only

¹Credit ratings from Moody’s (unaudited).

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $30,482,971 or 15.4%, of the Series’ net assets as of June 30, 2017 (see Note 2 to the financial statements).

³The coupon rate is floating and is the effective rate as of June 30, 2017.

⁴The rate shown is a fixed rate as of June 30, 2017; the rate becomes floating, based on LIBOR plus a spread, in September 2022.

⁵Credit rating has been withdrawn. As of June 30, 2017, there is no rating available (unaudited).

⁶Credit ratings from S&P (unaudited).

⁷Rate shown is the current yield as of June 30, 2017.

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

Core Bond Series

Statement of Assets and Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments, at value (identified cost $195,208,680) (Note 2)	$	196,362,983
Interest receivable		1,083,932
Receivable for securities sold		982,538
Receivable for fund shares sold		380,329
Prepaid and other expenses		45,637


TOTAL ASSETS		198,855,419


LIABILITIES:

Accrued management fees (Note 3)		54,908
Accrued shareholder services fees (Class S) (Note 3)		23,942
Accrued fund accounting and administration fees (Note 3)		20,331
Accrued Directors’ fees (Note 3)		293
Accrued Chief Compliance Officer service fees (Note 3)		292
Payable for securities purchased		1,003,450
Payable for fund shares repurchased		37,627
Other payables and accrued expenses		30,136


TOTAL LIABILITIES		1,170,979


TOTAL NET ASSETS	$	197,684,440


NET ASSETS CONSIST OF:

Capital stock	$	191,432
Additional paid-in-capital		196,072,500
Undistributed net investment income		474,491
Accumulated net realized loss on investments		(208,286	)
Net unrealized appreciation on investments		1,154,303


TOTAL NET ASSETS	$	197,684,440


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($113,039,652/10,592,695 shares)	$	10.67


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($84,644,788/8,550,499 shares)	$	9.90

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

Core Bond Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Interest	$	2,395,539
Dividends		9,144


Total Investment Income		2,404,683


EXPENSES:

Management fees (Note 3)		380,272
Shareholder services fees (Class S) (Note 3)		145,784
Fund accounting and administration fees (Note 3)		48,796
Directors’ fees (Note 3)		6,379
Chief Compliance Officer service fees (Note 3)		1,933
Transfer agent fees (Note 3)		1,488
Custodian fees		6,244
Miscellaneous		42,982


Total Expenses		633,878
Less reduction of expenses (Note 3)		(60,287	)


Net Expenses		573,591


NET INVESTMENT INCOME		1,831,092


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		(233,770	)
Net change in unrealized appreciation (depreciation) on investments		2,311,491


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		2,077,721


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,908,813

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

Core Bond Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,831,092		$	3,629,601
Net realized gain (loss) on investments		(233,770	)		935,485
Net change in unrealized appreciation (depreciation) on investments		2,311,491			1,910,109


Net increase from operations		3,908,813			6,475,195


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(732,161	)		(2,124,691	)
From net investment income (Class I)		(624,440	)		(1,490,079	)
From net realized gain on investments (Class S)		—			(634,389	)
From net realized gain on investments (Class I)		—			(390,628	)


Total distributions to shareholders		(1,356,601	)		(4,639,787	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		12,810,564			(45,890,801	)


Net increase (decrease) in net assets		15,362,776			(44,055,393	)

NET ASSETS:

Beginning of period		182,321,664			226,377,057


End of period (including undistributed net investment income of $474,491 and $0, respectively)	$	197,684,440		$	182,321,664

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

Core Bond Series

Financial Highlights - Class S*


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$10.52			$10.48			$10.69			$10.74			$11.56			$11.05


Income (loss) from investment operations:
Net investment income¹		0.10			0.17			0.22			0.31			0.35			0.41
Net realized and unrealized gain (loss) on investments		0.12			0.10			(0.17	)		0.08			(0.44	)		0.66

Total from investment operations		0.22			0.27			0.05			0.39			(0.09	)		1.07


Less distributions to shareholders:
From net investment income		(0.07	)		(0.17	)		(0.20	)		(0.32	)		(0.36	)		(0.41	)
From net realized gain on investments		—			(0.06	)		(0.06	)		(0.12	)		(0.37	)		(0.15	)


Total distributions to shareholders		(0.07	)		(0.23	)		(0.26	)		(0.44	)		(0.73	)		(0.56	)


Net asset value - End of period		$10.67			$10.52			$10.48			$10.69			$10.74			$11.56


Net assets - End of period (000’s omitted)		$113,040			$117,559			$147,074			$153,018			$153,109			$189,616

Total return²		2.06%			2.53%			0.44%			3.62%			(0.79%	)		9.74%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.70%	³		0.70%			0.69%			0.70%			0.70%			0.70%
Net investment income		1.83%	³		1.61%			2.09%			2.86%			3.09%			3.55%
Portfolio turnover		21%			75%			88%			57%			56%			31%

Effective August 3, 2015, the shares of the Series have been designated as Class S. *The investment advisor did not impose all or a portion of its management and/or other fees, and in some years may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.06%	³		0.06%			0.03%			N/A			N/A			N/A

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.

Core Bond Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)		FOR THE YEAR ENDED 12/31/16		FOR THE PERIOD 8/3/15¹ TO 12/31/15
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$9.77		$9.75		$10.00

Income (loss) from investment operations:
Net investment income²		0.10		0.18		0.08
Net realized and unrealized gain (loss) on investments		0.11		0.10		(0.13)

Total from investment operations		0.21		0.28		(0.05)

Less distributions to shareholders:
From net investment income		(0.08)		(0.20)		(0.14)
From net realized gain on investments		—		(0.06)		(0.06)

Total distributions to shareholders		(0.08)		(0.26)		(0.20)

Net asset value - End of period		$9.90		$9.77		$9.75

Net assets - End of period (000’s omitted)		$84,645		$64,763		$79,303

Total return³		2.14%		2.80%		(0.51%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.45%⁴		0.45%		0.46%⁴
Net investment income		2.09%⁴		1.86%		2.03%⁴
Portfolio turnover		21%		75%		88%

*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 amount:
		0.06%⁴		0.06%		0.06%⁴

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Annualized.

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

Core Bond Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. Each class of shares is substantially the same except the Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 125 million have been designated as Core Bond Series Class S common stock and 100 million have been designated as Core Bond Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

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

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

Core Bond 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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Debt securities:
U.S. Treasury and other U.S. Government agencies	$	70,766,992	$	—	$	70,766,992	$	—
Corporate debt:
Consumer Discretionary		7,200,305		—		7,200,305		—
Consumer Staples		4,444,838		—		4,444,838		—
Energy		11,792,591		—		11,792,591		—
Financials		26,552,191		—		26,552,191		—
Health Care		2,474,312		—		2,474,312		—
Industrials		6,044,027		—		6,044,027		—
Information Technology		7,595,904		—		7,595,904		—
Materials		8,123,184		—		8,123,184		—
Real Estate		3,805,796		—		3,805,796		—
Telecommunication Services		4,424,807		—		4,424,807		—
Asset-backed securities		12,967,613		—		12,967,613		—
Commercial mortgage-backed securities		22,309,271		—		22,309,271		—
Foreign government bonds		5,814,559		—		5,814,559		—
Mutual fund		2,046,593		2,046,593		—		—

Total assets	$	196,362,983	$	2,046,593	$	194,316,390	$	—

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

Core Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Inflation-Indexed Bonds

The Series may invest in inflation-indexed bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation rises or falls, the principal value of inflation-indexed bonds will be adjusted upward or downward, and consequently the interest payable on these securities (calculated with respect to a larger or smaller principal amount) will be increased or reduced, respectively. Any upward or downward adjustment in the principal amount of an inflation-indexed bond will be included as interest income in the Statement of Operations, even though investors do not receive their principal until maturity. Repayment of the original bond principal upon maturity (as adjusted for inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

Securities Purchased on a When-Issued Basis or Forward Commitment

The Series may purchase securities on a when-issued basis or forward commitment. These transactions involve a commitment by the Series to purchase securities for a predetermined price with payment and delivery taking place beyond the customary settlement period. When such purchases are outstanding, the Series will designate liquid assets in an amount sufficient to meet the purchase price. When purchasing a security on a delayed delivery basis, the Series assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining its net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on June 30, 2017.

Core Bond Series

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 its ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in the Series’ Investment Portfolio. No such investments were held by the Series on June 30, 2017.

Restricted Securities

Illiquid Securities

A security may be considered illiquid if so deemed in good faith by the Advisor under procedures approved by and under the general supervision and responsibility of the Fund’s Board. Securities that are illiquid are marked with the applicable footnote on the Investment Portfolio. No such investments were held by the Series on June 30, 2017.

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Core Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Other

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.40% of the Series’ average daily net assets.

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

The Advisor has contractually agreed, until at least April 30, 2018, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series exclusive of each share class’ shareholder services fee, at no more than 0.45% of average daily net assets. The Advisor waived fees of $60,287 for the six months ended June 30, 2017. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Core Bond Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $43,318,398 and $32,707,304, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $15,808,056 and $5,976,154, respectively.

5.	Capital Stock Transactions

Transactions in shares of Core Bond Series were:


CLASS S:	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		377,738		$	4,003,224			2,635,585		$	28,509,888
Reinvested		68,283			726,524			258,599			2,743,485
Repurchased		(1,022,917	)		(10,891,237	)		(5,753,452)			(62,133,475	)

Total		(576,896	)	$	(6,161,489	)		(2,859,268	)	$	(30,880,102	)


CLASS I:	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,692,737		$	26,580,075			3,380,399		$	33,848,936
Reinvested		43,121			425,848			144,558			1,421,279
Repurchased		(815,463	)		(8,033,870	)		(5,029,733)			(50,280,914	)

Total		1,920,395		$	18,972,053			(1,504,776	)	$	(15,010,699	)

Approximately 79% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

Core Bond Series

Notes to Financial Statements (continued)

(unaudited)

7.	Foreign Securities

8.	Federal Income Tax Information


Ordinary income	$	4,549,446
Long-term capital gains	$	90,341

At June 30, 2017, the identified cost 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	$	195,254,780
Unrealized appreciation		2,144,050
Unrealized depreciation		(1,035,847	)

Net unrealized appreciation	$	1,108,203

{This page intentionally left blank}

Core Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

By phone

1-800-466-3863

On the Securities and Exchange

Commission’s (SEC) web site

http://www.sec.gov

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNCOB-6/17-SAR

LOGO

Unconstrained Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/17	ENDING ACCOUNT VALUE 6/30/17	EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,020.80	$3.76	0.75%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.07	$3.76	0.75%
Class I
Actual	$1,000.00	$1,022.30	$2.51	0.50%
Hypothetical (5% return before expenses)	$1,000.00	$1,022.32	$2.51	0.50%

Unconstrained Bond Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)		PRINCIPAL AMOUNT ²		VALUE (NOTE 2)
CORPORATE BONDS - 58.6%

Non-Convertible Corporate Bonds - 58.6%
Consumer Discretionary - 6.8%
Auto Components - 0.7%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		A3		6,000,000	$	6,378,144

Automobiles - 1.0%
Ford Motor Credit Co. LLC³, 2.104%, 11/4/2019		Baa2		9,000,000		9,044,460

Household Durables - 2.1%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)⁴, 6.125%, 7/1/2022		B1		1,845,000		1,909,575
CalAtlantic Group, Inc., 8.375%, 5/15/2018		Ba2		2,274,000		2,390,542
Century Communities, Inc.⁴, 5.875%, 7/15/2025		B3		1,140,000		1,134,300
Meritage Homes Corp.⁴, 5.125%, 6/6/2027		Ba2		1,060,000		1,061,325
NVR, Inc., 3.95%, 9/15/2022		Baa2		6,745,000		7,061,556
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		Ba3		3,565,000		3,651,273
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		Caa1		1,010,000		982,225

						18,190,796

Internet & Direct Marketing Retail - 0.9%
The Priceline Group, Inc., 3.60%, 6/1/2026		Baa1		8,000,000		8,098,120

Media - 1.6%
Cablevision Systems Corp., 8.625%, 9/15/2017		B3		1,359,000		1,375,988
CSC Holdings LLC, 7.625%, 7/15/2018		B2		285,000		300,675
CSC Holdings, LLC, 5.25%, 6/1/2024		B2		1,540,000		1,570,954
DISH DBS Corp., 4.625%, 7/15/2017		Ba3		4,000,000		3,995,000
Sirius XM Radio, Inc.⁴, 5.375%, 4/15/2025		Ba3		2,050,000		2,119,188
UPCB Finance IV Ltd. (Netherlands)⁴, 5.375%, 1/15/2025		Ba3		2,100,000		2,197,125
VTR Finance B.V. (Chile)⁴, 6.875%, 1/15/2024		B1		1,765,000		1,870,900

						13,429,830

Multiline Retail - 0.5%
Dollar General Corp., 3.25%, 4/15/2023		Baa2		4,000,000		4,074,176

Total Consumer Discretionary						59,215,526

Consumer Staples - 2.1%
Beverages - 1.8%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 7.75%, 1/15/2019		A3		8,200,000		8,915,138
DS Services of America, Inc. (Canada)⁴, 10.00%, 9/1/2021		Ba2		2,220,000		2,353,200
PepsiCo, Inc., 3.10%, 7/17/2022		A1		4,000,000		4,145,004

						15,413,342

Food & Staples Retailing - 0.2%
C&S Group Enterprises LLC⁴, 5.375%, 7/15/2022		Ba3		2,145,000		2,112,825

Household Products - 0.1%
First Quality Finance Co., Inc.⁴, 5.00%, 7/1/2025		B1		1,125,000		1,147,500

Total Consumer Staples						18,673,667

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Energy - 10.5%
Energy - 0.3%
Noble Holding U.S. LLC - Noble Drilling Services 6 LLC - Noble Drilling Holding LLC, 7.50%, 3/15/2019		B2			2,146,000	$	2,151,365

Energy Equipment & Services - 0.4%
McDermott International, Inc.⁴, 8.00%, 5/1/2021		B2			1,740,000		1,753,050
Trinidad Drilling Ltd. (Canada)⁴, 6.625%, 2/15/2025		Caa1			1,580,000		1,500,999

							3,254,049

Oil, Gas & Consumable Fuels - 9.8%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		A1			8,000,000		8,212,552
Cheniere Corpus Christi Holdings, LLC, 7.00%, 6/30/2024		Ba3			2,065,000		2,297,313
Chevron Corp., 1.718%, 6/24/2018		Aa2			8,950,000		8,969,601
Columbia Pipeline Group, Inc., 2.45%, 6/1/2018		Baa2			3,500,000		3,516,058
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		Baa2			1,750,000		1,862,854
ConocoPhillips Co.³, 2.082%, 5/15/2022		Baa2			7,000,000		7,147,384
Continental Resources, Inc., 3.80%, 6/1/2024		Ba3			1,125,000		1,030,073
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		WR	⁵		1,565,000		1,541,525
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		Baa2			4,500,000		4,496,670
Enviva Partners LP - Enviva Partners Finance Corp.⁴, 8.50%, 11/1/2021		B2			1,970,000		2,102,975
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		WR	⁵		1,520,000		1,599,800
Hilcorp Energy I LP - Hilcorp Finance Co.⁴, 5.75%, 10/1/2025		Ba2			2,105,000		1,983,963
Kinder Morgan, Inc., 7.25%, 6/1/2018		Baa3			9,000,000		9,421,074
PBF Holding Co. LLC - PBF Finance Corp.⁴, 7.25%, 6/15/2025		B1			1,135,000		1,093,855
Petroleos Mexicanos (Mexico), 5.75%, 3/1/2018		Baa3			8,730,000		8,933,831
Petroleos Mexicanos (Mexico), 4.50%, 1/23/2026		Baa3			4,500,000		4,374,135
Rockies Express Pipeline, LLC⁴, 5.625%, 4/15/2020		Ba2			5,000,000		5,312,500
SemGroup Corp.⁴, 6.375%, 3/15/2025		B2			1,405,000		1,359,338
Southwestern Energy Co., 6.70%, 1/23/2025		B1			1,125,000		1,099,688
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.⁴, 5.50%, 9/15/2024		B1			1,435,000		1,452,938
TransCanada PipeLines Ltd. (Canada), 1.625%, 11/9/2017		A3			7,760,000		7,763,500

							85,571,627

Total Energy							90,977,041

Financials - 21.4%
Banks - 12.4%
Bank of America Corp.³, 2.006%, 9/15/2026		Baa3			7,811,000		7,255,044
The Bank of Nova Scotia (Canada), 1.85%, 4/14/2020		Aaa			9,035,000		8,982,154
Barclays Bank plc (United Kingdom)⁴, 6.05%, 12/4/2017		Baa3			8,250,000		8,391,578
Barclays Bank plc (United Kingdom)⁴, 10.179%, 6/12/2021		Baa3			2,540,000		3,181,271
Capital One N.A. - Mclean V.A.³, 2.322%, 1/30/2023		Baa1			5,000,000		5,028,825
Citigroup, Inc.³, 1.739%, 8/25/2036		Baa3			6,330,000		5,404,238

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING ¹ (UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		Baa1			8,800,000	$	9,017,114
JPMorgan Chase & Co.³, 2.056%, 4/25/2023		A3			13,000,000		13,008,580
JPMorgan Chase & Co.³, 2.776%, 4/25/2023		A3			4,310,000		4,317,741
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		Baa2			7,516,000		7,792,416
National Australia Bank Ltd. (Australia)⁴, 2.00%, 2/22/2019		Aaa			9,000,000		9,015,894
National Bank of Canada (Canada)⁴, 1.40%, 4/20/2018		Aaa			9,000,000		8,983,755
Popular, Inc., 7.00%, 7/1/2019		B2			3,276,000		3,439,800
Royal Bank of Canada (Canada), 2.20%, 9/23/2019		Aaa			8,500,000		8,531,569
Royal Bank of Scotland Group plc (United Kingdom), 4.70%, 7/3/2018		Ba2			2,000,000		2,047,428
Santander Holdings USA, Inc., 2.65%, 4/17/2020		Baa3			3,750,000		3,740,419

							108,137,826

Capital Markets - 3.8%
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		A3			3,000,000		3,238,626
The Goldman Sachs Group, Inc.³, 2.80%, 11/29/2023		A3			8,305,000		8,572,620
Morgan Stanley³, 2.31%, 1/27/2020		A3			8,750,000		8,882,396
Morgan Stanley, 5.75%, 1/25/2021		A3			3,940,000		4,359,350
UBS AG (Switzerland)³, 2.052%, 6/1/2020		A1			8,000,000		8,061,952

							33,114,944

Consumer Finance - 1.4%
Ally Financial, Inc., 3.25%, 11/5/2018		BB	⁶		2,500,000		2,530,500
American Express Credit Corp.³, 1.928%, 5/26/2020		A2			7,500,000		7,556,865
Navient Corp., 6.125%, 3/25/2024		Ba3			1,605,000		1,653,150

							11,740,515

Diversified Financial Services - 1.4%
AerCap Ireland Capital Ltd. - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021		Baa3			8,335,000		8,843,310
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 6.25%, 2/1/2022		Ba3			1,585,000		1,652,363
Jefferies Finance LLC - JFIN Co-Issuer Corp.⁴, 7.375%, 4/1/2020		B1			575,000		589,375
LPL Holdings, Inc.⁴, 5.75%, 9/15/2025		B2			980,000		1,019,200

							12,104,248

Insurance - 2.2%
American International Group, Inc., 4.875%, 6/1/2022		Baa1			4,260,000		4,674,306
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		Baa2			10,700,000		11,471,791
Prudential Financial, Inc.⁷, 5.875%, 9/15/2042		Baa2			2,460,000		2,740,932

							18,887,029

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹(UNAUDITED)			PRINCIPAL AMOUNT²		VALUE (NOTE 2)
CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Thrifts & Mortgage Finance - 0.2%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.⁴, 5.875%, 8/1/2021		Ba3			1,780,000	$	1,820,050

Total Financials							185,804,612

Health Care - 2.5%
Biotechnology - 0.5%
AbbVie, Inc., 2.50%, 5/14/2020		Baa2			3,000,000		3,034,779
AMAG Pharmaceuticals, Inc.⁴, 7.875%, 9/1/2023		Ba3			1,480,000		1,422,650

							4,457,429

Health Care Equipment & Supplies - 0.1%
Hill-Rom Holdings, Inc.⁴, 5.00%, 2/15/2025		B1			1,065,000		1,086,299

Health Care Providers & Services - 1.6%
DaVita, Inc., 5.00%, 5/1/2025		Ba3			1,135,000		1,137,838
Express Scripts Holding Co., 3.50%, 6/15/2024		Baa2			6,500,000		6,556,765
Fresenius Medical Care US Finance II, Inc. (Germany)⁴, 6.50%, 9/15/2018		Baa3			4,019,000		4,222,442
LifePoint Health, Inc., 5.375%, 5/1/2024		Ba2			1,568,000		1,622,880

							13,539,925

Pharmaceuticals - 0.3%
Concordia International Corp. (Canada)⁴, 7.00%, 4/15/2023		Caa3			1,885,000		273,325
Horizon Pharma, Inc. - Horizon Pharma USA, Inc.⁴, 8.75%, 11/1/2024		B3			1,535,000		1,558,025
Mallinckrodt International Finance S.A. - Mallinckrodt CB LLC⁴, 5.625%, 10/15/2023		B1			1,390,000		1,268,375

							3,099,725

Total Health Care							22,183,378

Industrials - 4.3%
Aerospace & Defense - 0.2%
Arconic, Inc., 5.87%, 2/23/2022		Ba2			1,280,000		1,369,600

Air Freight & Logistics - 0.0%##
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.^8,9, 10.00%, 4/1/2020		CCC	⁶		639,735		287,881

Airlines - 0.8%
Allegiant Travel Co., 5.50%, 7/15/2019		B1			1,335,000		1,385,063
American Airlines Group, Inc., 6.125%, 6/1/2018		B1			750,000	��	770,250
American Airlines Group, Inc.⁴, 5.50%, 10/1/2019		B1			985,000		1,037,304
Southwest Airlines Co., 2.75%, 11/6/2019		A3			3,715,000		3,772,902

							6,965,519

Building Products - 0.2%
Airxcel, Inc.⁴, 8.50%, 2/15/2022		B2			1,585,000		1,668,212

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Commercial Services & Supplies - 0.2%
Covanta Holding Corp., 5.875%, 7/1/2025		B1		1,640,000	$	1,590,800

Construction & Engineering - 0.7%
Fluor Corp., 3.50%, 12/15/2024		A3		4,000,000		4,149,260
Tutor Perini Corp.⁴, 6.875%, 5/1/2025		B1		1,550,000		1,631,375

						5,780,635

Industrial Conglomerates - 1.3%
General Electric Co.³, 1.551%, 5/5/2026		A1		8,800,000		8,640,192
Siemens Financieringsmaatschappij N.V. (Germany)⁴, 2.15%, 5/27/2020		A1		3,000,000		3,015,489

						11,655,681

Machinery - 0.5%
CNH Industrial Capital LLC, 3.625%, 4/15/2018		Ba1		1,850,000		1,866,280
Meritor, Inc., 6.25%, 2/15/2024		B2		1,615,000		1,683,637
Xerium Technologies, Inc., 9.50%, 8/15/2021		B2		745,000		791,562

						4,341,479

Trading Companies & Distributors - 0.4%
International Lease Finance Corp., 6.25%, 5/15/2019		Baa3		3,540,000		3,796,947

Total Industrials						37,456,754

Information Technology - 1.7%
Internet Software & Services - 1.3%
Activision Blizzard, Inc., 3.40%, 6/15/2027		Baa2		8,500,000		8,471,066
Nuance Communications, Inc.⁴, 5.625%, 12/15/2026		Ba3		1,575,000		1,681,312
VeriSign, Inc., 5.25%, 4/1/2025		Ba1		1,010,000		1,078,175

						11,230,553

IT Services - 0.1%
Automatic Data Processing, Inc., 2.25%, 9/15/2020		Aa3		1,000,000		1,012,368

Semiconductors & Semiconductor Equipment - 0.3%
QUALCOMM, Inc., 3.00%, 5/20/2022		A1		2,400,000		2,461,282

Total Information Technology						14,704,203

Materials - 3.3%
Chemicals - 0.9%
The Dow Chemical Co., 8.55%, 5/15/2019		Baa2		4,760,000		5,331,376
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)⁴, 8.375%, 12/1/2022		B3		1,110,000		1,151,625
NOVA Chemicals Corp. (Canada)⁴, 4.875%, 6/1/2024		Ba2		1,130,000		1,125,762

						7,608,763

Metals & Mining - 2.0%
Anglo American Capital plc (United Kingdom)⁴, 9.375%, 4/8/2019		Ba1		8,000,000		8,950,000

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹(UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
Anglo American Capital plc (United Kingdom)⁴, 3.625%, 5/14/2020		Ba1		1,155,000	$	1,173,769
Ferroglobe plc - Globe Specialty Metals, Inc.⁴, 9.375%, 3/1/2022		B3		1,545,000		1,660,875
First Quantum Minerals Ltd. (Zambia)⁴, 7.50%, 4/1/2025		B3		1,000,000		977,500
Kinross Gold Corp. (Canada), 5.125%, 9/1/2021		Ba1		1,290,000		1,373,850
Kinross Gold Corp. (Canada)⁴, 4.50%, 7/15/2027		Ba1		1,000,000		997,500
Petra Diamonds US Treasury plc (South Africa)⁴, 7.25%, 5/1/2022		B2		1,525,000		1,560,758
Techniplas LLC⁴, 10.00%, 5/1/2020		Caa2		1,065,000		915,900

						17,610,152

Paper & Forest Products - 0.4%
Domtar Corp., 4.40%, 4/1/2022		Baa3		3,565,000		3,746,462

Total Materials						28,965,377

Real Estate - 2.7%
Equity Real Estate Investment Trusts (REITS) - 2.7%
American Tower Corp., 2.80%, 6/1/2020		Baa3		4,000,000		4,054,356
American Tower Trust I, Series 13, Class 1A⁴, 1.551%, 3/15/2043		Aaa		1,625,000		1,621,694
Crown Castle Towers LLC⁴, 6.113%, 1/15/2020		A2		12,070,000		12,976,360
Crown Castle Towers LLC⁴, 4.883%, 8/15/2020		A2		610,000		650,943
Starwood Property Trust, Inc.⁴, 5.00%, 12/15/2021		Ba3		100,000		104,000
Welltower, Inc., 4.95%, 1/15/2021		Baa1		3,450,000		3,707,981

Total Real Estate						23,115,334

Telecommunication Services - 2.9%
Diversified Telecommunication Services - 2.7%
AT&T, Inc.³, 2.226%, 6/30/2020		Baa1		8,000,000		8,104,680
AT&T, Inc., 4.45%, 4/1/2024		Baa1		3,620,000		3,810,767
CenturyLink, Inc., 7.50%, 4/1/2024		Ba3		1,000,000		1,095,000
Frontier Communications Corp., 11.00%, 9/15/2025		B2		1,590,000		1,474,725
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		Ba2		2,135,000		2,231,075
Inmarsat Finance plc (United Kingdom)⁴, 4.875%, 5/15/2022		Ba2		2,395,000		2,430,925
Verizon Communications, Inc., 4.125%, 3/16/2027		Baa1		4,400,000		4,544,227

						23,691,399

Wireless Telecommunication Services - 0.2%
SBA Tower Trust⁴, 3.598%, 4/10/2018		Baa3		1,640,000		1,640,526

Total Telecommunication Services						25,331,925

Utilities - 0.4%
Independent Power and Renewable Electricity Producers - 0.4%
Atlantica Yield plc (Spain)⁴, 7.00%, 11/15/2019		B2		2,140,000		2,268,400

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING ¹(UNAUDITED)			PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Independent Power and Renewable Electricity Producers (continued)
NRG Yield Operating LLC, 5.00%, 9/15/2026		Ba2			1,440,000	$	1,465,200

Total Utilities							3,733,600

TOTAL CORPORATE BONDS
(Identified Cost $504,491,795)							510,161,417


ASSET-BACKED SECURITIES - 12.6%

Alterna Funding I LLC, Series 2014-1A, Class NOTE⁴, 1.639%, 2/15/2021		WR	⁵		274,681		271,934
BMW Vehicle Owner Trust, Series 2016-A, Class A2A, 0.99%, 5/28/2019		Aaa			2,111,082		2,107,792
BMW Vehicle Owner Trust, Series 2016-A, Class A3, 1.16%, 11/25/2020		Aaa			4,400,000		4,370,897
Capital One Multi-Asset Execution Trust, Series 2014-A5, Class A5, 1.48%, 7/15/2020		AAA	⁶		5,000,000		5,001,390
CarMax Auto Owner Trust, Series 2016-3, Class A2, 1.17%, 8/15/2019		AAA	⁶		3,293,641		3,289,418
CarMax Auto Owner Trust, Series 2016-4, Class A2, 1.21%, 11/15/2019		Aaa			3,900,467		3,894,361
CarMax Auto Owner Trust, Series 2017-1, Class A2, 1.54%, 2/18/2020		Aaa			5,000,000		4,999,390
Cazenovia Creek Funding I LLC, Series 2015-1A, Class A⁴, 2.00%, 12/10/2023		WR	⁵		455,072		452,228
Chase Issuance Trust, Series 2016-A7, Class A7, 1.06%, 9/16/2019		AAA	⁶		5,000,000		4,996,714
Chesapeake Funding II LLC, Series 2017-2A, Class A1⁴, 1.99%, 5/15/2029		Aaa			3,180,000		3,177,097
Chrysler Capital Auto Receivables Trust, Series 2016-AA, Class A2⁴, 1.47%, 4/15/2019		Aaa			797,649		797,709
Colony American Homes, Series 2015-1A, Class A^3,4, 2.372%, 7/17/2032		Aaa			1,798,643		1,801,306
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A⁴, 2.56%, 10/15/2025		AAA	⁶		1,700,000		1,705,159
Enterprise Fleet Financing LLC, Series 2015-2, Class A2⁴, 1.59%, 2/22/2021		AAA	⁶		1,204,045		1,204,093
Enterprise Fleet Financing LLC, Series 2016-2, Class A2⁴, 1.74%, 2/22/2022		AAA	⁶		1,711,462		1,709,723
Enterprise Fleet Financing LLC, Series 2017-1, Class A2⁴, 2.13%, 7/20/2022		AAA	⁶		2,500,000		2,504,153
Ford Credit Auto Lease Trust , Series 2016-A, Class A4, 1.85%, 7/15/2019		AAA	⁶		750,000		751,699
Ford Credit Auto Owner Trust, Series 2015-A, Class A3, 1.28%, 9/15/2019		Aaa			2,391,757		2,390,057
GM Financial Automobile Leasing Trust, Series 2016-1, Class A3, 1.64%, 7/20/2019		Aaa			5,000,000		5,001,717
Honda Auto Receivables Owner Trust, Series 2016-4, Class A2, 1.04%, 4/18/2019		AAA	⁶		4,225,945		4,218,594

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹(UNAUDITED)			PRINCIPAL AMOUNT²		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

Honda Auto Receivables Owner Trust, Series 2014-3, Class A4, 1.31%, 10/15/2020		AAA	⁶		5,000,000	$	4,998,353
Hyundai Auto Lease Securitization Trust, Series 2015-B, Class A3⁴, 1.66%, 7/15/2019		AAA	⁶		5,000,000		5,002,429
Illinois Student Assistance Commission, Series 2010-1, Class A2³, 2.206%, 4/25/2022		AAA	⁶		784,684		787,988
Invitation Homes Trust, Series 2015-SFR3, Class A^3,4, 2.509%, 8/17/2032		Aaa			1,745,035		1,752,992
Mercedes-Benz Auto Lease Trust, Series 2016-B, Class A3, 1.35%, 8/15/2019		Aaa			4,400,000		4,388,765
Navient Student Loan Trust, Series 2016-2, Class A1^3,4, 1.966%, 6/25/2065		Aaa			858,079		861,069
Navient Student Loan Trust, Series 2016-3A, Class A1^3,4, 1.816%, 6/25/2065		AAA	⁶		2,507,919		2,512,766
NextGear Floorplan Master Owner Trust, Series 2014-1A, Class A⁴, 1.92%, 10/15/2019		Aaa			1,900,000		1,901,537
Nissan Auto Lease Trust, Series 2016-A, Class A2A, 1.22%, 8/15/2018		Aaa			1,844,438		1,843,292
SLC Student Loan Trust, Series 2004-1, Class A6³, 1.342%, 5/15/2023		Aaa			4,632,163		4,626,219
SLM Student Loan Trust, Series 2004-10, Class A6A^3,4, 1.706%, 4/27/2026		Aaa			4,115,841		4,127,072
SLM Student Loan Trust, Series 2008-6, Class A3³, 1.906%, 1/25/2019		A2			837,473		837,851
SLM Student Loan Trust, Series 2008-7, Class A3³, 1.806%, 4/25/2019		A2			987,461		987,457
SLM Student Loan Trust, Series 2012-5, Class A2³, 1.516%, 6/25/2019		Aaa			1,094,422		1,094,846
SLM Student Loan Trust, Series 2012-7, Class A2³, 1.496%, 9/25/2019		Aaa			905,304		904,685
SLM Student Loan Trust, Series 2013-1, Class A2³, 1.466%, 9/25/2019		Aaa			457,760		457,848
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A⁴, 1.55%, 3/26/2040		Aaa			1,339,456		1,336,106
SoFi Professional Loan Program LLC, Series 2017-C, Class A2A⁴, 1.75%, 7/25/2040		AAA	⁶		2,565,000		2,562,625
South Carolina Student Loan Corp., Series 2005, Class A3³, 1.342%, 12/1/2023		Aaa			1,152,714		1,152,806
Tax Ease Funding LLC, Series 2016-1A, Class A⁴, 3.131%, 6/15/2028		WR	⁵		759,203		758,712
Toyota Auto Receivables Owner Trust, Series 2016-B, Class A2A, 1.02%, 10/15/2018		Aaa			1,517,834		1,516,832
Toyota Auto Receivables Owner Trust, Series 2016-C, Class A2A, 1.00%, 1/15/2019		Aaa			830,622		829,716
Toyota Auto Receivables Owner Trust, Series 2016-D, Class A2A, 1.06%, 5/15/2019		Aaa			4,638,856		4,632,034
Tricon American Homes Trust, Series 2016-SFR1, Class A⁴, 2.589%, 11/17/2033		Aaa			2,400,000		2,373,653
Wheels SPV 2 LLC, Series 2016-1A, Class A2⁴, 1.59%, 5/20/2025		AAA	⁶		477,587		477,553
World Omni Automobile Lease Securitization Trust, Series 2016-A, Class A2A, 1.20%, 2/15/2019		Aaa			2,403,412		2,399,584


TOTAL ASSET-BACKED SECURITIES
(Identified Cost $109,855,425)							109,770,221

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹ (UNAUDITED)			PRINCIPAL AMOUNT²		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES - 5.4%

Americold LLC Trust, Series 2010-ARTA, Class A1⁴, 3.847%, 1/14/2029		AAA	⁶		181,082	$	186,785
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A1^3,4, 2.13%, 2/25/2043		AAA	⁶		783,977		749,514
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		Aaa			64,028		63,965
FDIC Trust, Series 2011-R1, Class A⁴, 2.672%, 7/25/2026		WR	⁵		247,022		248,493
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K005, Class AX (IO)³, 1.354%, 11/25/2019		Aaa			7,050,681		202,696
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)³, 1.317%, 8/25/2020		Aaa			9,347,583		320,865
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)³, 1.191%, 4/25/2021		Aaa			7,533,716		291,851
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)³, 1.531%, 10/25/2021		Aaa			4,901,546		266,278
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)³, 1.358%, 12/25/2021		Aaa			35,062,191		1,739,597
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)³, 1.472%, 6/25/2022		Aaa			17,529,298		1,058,228
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)³, 0.211%, 4/25/2023		Aaa			58,943,850		630,581
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)³, 0.112%, 5/25/2023		Aaa			34,666,641		220,365
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)³, 1.546%, 10/25/2018		Aaa			7,691,669		122,658
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		Aaa			1,417,037		1,418,738
FREMF Mortgage Trust, Series 2011-K701, Class B^3,4, 4.237%, 7/25/2048		AA	⁶		950,000		955,380
FREMF Mortgage Trust, Series 2011-K702, Class B^3,4, 4.765%, 4/25/2044		A1			230,000		233,692
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)⁴, 0.10%, 6/25/2046		WR	⁵		90,380,528		407,192
FREMF Mortgage Trust, Series 2013-K712, Class B^3,4, 3.365%, 5/25/2045		AA	⁶		1,300,000		1,330,269
FREMF Mortgage Trust, Series 2014-K716, Class B^3,4, 3.951%, 8/25/2047		A2			2,550,000		2,639,942
FREMF Mortgage Trust, Series 2015-K42, Class B^3,4, 3.852%, 12/25/2024		A3			1,900,000		1,931,281
FREMF Mortgage Trust, Series 2015-K43, Class B^3,4, 3.735%, 2/25/2048		WR	⁵		1,500,000		1,527,803
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX^3,4, 3.382%, 12/15/2034		AA	⁶		2,000,000		2,045,844
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class DFX^3,4, 3.382%, 12/15/2034		BBB	⁶		1,150,000		1,166,786
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2010-C2, Class A3⁴, 4.07%, 11/15/2043		AAA	⁶		750,000		786,626

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹ (UNAUDITED)			PRINCIPAL AMOUNT²		VALUE (NOTE 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

JP Morgan Chase Commercial Mortgage Securities Trust, Series 2011-C4, Class A3⁴, 4.106%, 7/15/2046		AAA	⁶		3,568,486	$	3,629,480
JP Morgan Mortgage Trust, Series 2013-1, Class 1A2^3,4, 3.00%, 3/25/2043		WR	⁵		554,362		552,218
JP Morgan Mortgage Trust, Series 2013-2, Class A2^3,4, 3.50%, 5/25/2043		AAA	⁶		657,620		667,201
JP Morgan Mortgage Trust, Series 2014-2, Class 1A1^3,4, 3.00%, 6/25/2029		AAA	⁶		1,030,960		1,040,383
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A2⁴, 2.767%, 1/20/2041		Aaa			835,907		836,104
Motel 6 Trust, Series 2015-MTL6, Class B⁴, 3.298%, 2/5/2030		WR	⁵		1,900,000		1,897,220
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX3^3,4, 3.75%, 11/25/2054		AAA	⁶		984,166		996,588
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1^3,4, 3.75%, 8/25/2055		Aaa			1,482,936		1,530,073
OBP Depositor LLC Trust, Series 2010-OBP, Class A⁴, 4.646%, 7/15/2045		AAA	⁶		420,000		448,462
SCG Trust, Series 2013-SRP1, Class AJ^3,4, 3.109%, 11/15/2026		AAA	⁶		2,000,000		1,988,799
Sequoia Mortgage Trust, Series 2013-2, Class A³, 1.874%, 2/25/2043		AAA	⁶		772,960		740,139
Sequoia Mortgage Trust, Series 2013-7, Class A2³, 3.00%, 6/25/2043		AAA	⁶		617,567		610,547
Sequoia Mortgage Trust, Series 2013-8, Class A1³, 3.00%, 6/25/2043		Aaa			861,041		849,650
Starwood Retail Property Trust, Series 2014-STAR, Class A^3,4,2.347%, 11/15/2027		AAA	⁶		2,005,000		1,985,059
Towd Point Mortgage Trust, Series 2016-5, Class A1^3,4, 2.50%, 10/25/2056		Aaa			2,183,690		2,185,914
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX⁴, 4.004%, 9/13/2028		AAA	⁶		1,195,000		1,263,800
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2⁴, 4.393%, 11/15/2043		Aaa			1,350,000		1,427,853
WFRBS Commercial Mortgage Trust, Series 2011-C2, Class A4^3,4, 4.869%, 2/15/2044		Aaa			1,550,000		1,680,224
WinWater Mortgage Loan Trust, Series 2015-1, Class A1^3,4, 3.50%, 1/20/2045		WR	⁵		990,604		998,845
WinWater Mortgage Loan Trust, Series 2015-3, Class A5^3,4, 3.50%, 3/20/2045		Aaa			1,002,611		1,020,627

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $45,506,467)							46,894,615

FOREIGN GOVERNMENT BONDS - 6.0%
Brazilian Government International Bond (Brazil), 4.25%, 1/7/2025		Ba2			1,300,000		1,277,250
Chile Government (Chile), 5.50%, 8/5/2020		Aa3			CLP1,800,000,000		2,873,872
Export-Import Bank of Korea (South Korea), 1.75%, 5/26/2019		Aa2			7,716,000		7,663,300
Japan Government Two Year Bond (Japan)¹⁰, 0.10%, 10/15/2018		A1			JPY1,750,000,000		15,601,178
The Korea Development Bank (South Korea), 2.875%, 8/22/2018		Aa2			5,839,000		5,897,921
The Korea Development Bank (South Korea), 1.375%, 9/12/2019		Aa2			1,500,000		1,471,942

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	CREDIT RATING¹(UNAUDITED)			PRINCIPAL AMOUNT ²		VALUE (NOTE 2)

FOREIGN GOVERNMENT BONDS (continued)
Korea Treasury Bond (South Korea), 2.00%, 12/10/2017		WR	⁵	KRW	5,000,000,000	$	4,382,987
Mexican Government Bond (Mexico), 8.00%, 6/11/2020		A3		MXN	35,000,000		2,000,344
Mexican Government Bond (Mexico), 6.50%, 6/9/2022		A3		MXN	126,000,000		6,902,013
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019		Aa1			4,500,000		4,444,551

TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $57,795,208)							52,515,358

MUNICIPAL BONDS - 0.2%
State of California, Transit Impt., G.O. Bond, 2.367%, 4/1/2022
(Identified Cost $1,500,000)		Aa3			1,500,000		1,504,485

U.S. TREASURY SECURITIES - 6.1%
U.S. Treasury Bonds - 2.9%
U.S. Treasury Bond, 6.25%, 5/15/2030					6,100,000		8,695,123
U.S. Treasury Bond, 4.75%, 2/15/2037					6,300,000		8,393,276
U.S. Treasury Bond, 2.50%, 2/15/2045					9,300,000		8,679,150

Total U.S. Treasury Bonds
(Identified Cost $26,239,500)							25,767,549

U.S. Treasury Notes - 3.2%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2018					8,716,354		8,684,688
U.S. Treasury Inflation Indexed Note, 0.625%, 7/15/2021					18,389,394		18,846,407

Total U.S. Treasury Notes
(Identified Cost $27,864,022)							27,531,095

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $54,103,522)							53,298,644

U.S. GOVERNMENT AGENCIES - 7.3%
Mortgage-Backed Securities - 7.3%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021					417,608		436,928
Fannie Mae, Pool #995233, 5.50%, 10/1/2021					31,388		32,592
Fannie Mae, Pool #888017, 6.00%, 11/1/2021					44,169		46,776
Fannie Mae, Pool #995329, 5.50%, 12/1/2021					292,399		306,280
Fannie Mae, Pool #888136, 6.00%, 12/1/2021					55,057		58,420
Fannie Mae, Pool #888810, 5.50%, 11/1/2022					510,033		534,525
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024					35,808		38,247
Fannie Mae, Pool #MA0115, 4.50%, 7/1/2029					113,243		122,405
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034					474,299		513,363
Fannie Mae, Pool #918516, 5.50%, 6/1/2037					191,650		213,835
Fannie Mae, Pool #933731, 5.50%, 4/1/2038					193,169		214,377
Fannie Mae, Pool #889624, 5.50%, 5/1/2038					241,488		268,837
Fannie Mae, Pool #995876, 6.00%, 11/1/2038					638,045		721,760

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	PRINCIPAL AMOUNT²		VALUE (NOTE 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		253,767	$	283,234
Fannie Mae, Pool #AA7236, 4.00%, 6/1/2039		1,115,222		1,179,045
Fannie Mae, Pool #AJ1989, 4.50%, 10/1/2041		2,548,858		2,755,532
Fannie Mae, Pool #AW5338, 4.50%, 6/1/2044		1,377,895		1,493,396
Fannie Mae, Pool #AS3878, 4.50%, 11/1/2044		1,395,778		1,507,192
Fannie Mae, Pool #BC5442, 4.00%, 4/1/2046		3,503,165		3,684,329
Fannie Mae, Pool #BC9568, 4.00%, 5/1/2046		4,567,538		4,803,745
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		1,155,059		1,244,799
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		118,290		121,804
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		56,176		59,530
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		40,782		43,331
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		30,515		32,568
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		53,831		57,339
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		23,858		25,328
Freddie Mac, Pool #C91359, 4.50%, 2/1/2031		273,401		293,367
Freddie Mac, Pool #D98711, 4.50%, 7/1/2031		737,019		790,677
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		701,971		759,029
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		212,562		229,701
Freddie Mac, Pool #C91760, 3.50%, 5/1/2034		3,534,239		3,694,244
Freddie Mac, Pool #K92054, 4.00%, 10/1/2034		1,066,965		1,134,042
Freddie Mac, Pool #C91811, 4.00%, 1/1/2035		1,518,513		1,614,070
Freddie Mac, Pool #G07655, 5.50%, 12/1/2035		662,858		742,580
Freddie Mac, Pool #C91872, 3.50%, 4/1/2036		4,111,769		4,281,892
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		288,849		321,719
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		327,721		364,817
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		170,837		193,394
Freddie Mac, Pool #A96363, 4.50%, 1/1/2041		3,813,332		4,105,509
Freddie Mac, Pool #G60342, 4.50%, 5/1/2042		3,881,836		4,172,283
Freddie Mac, Pool #G07998, 4.50%, 7/1/2044		4,296,417		4,622,908
Freddie Mac, Pool #Q38473, 4.00%, 1/1/2046		6,033,899		6,350,725
Freddie Mac, Pool #Q40375, 3.50%, 5/1/2046		6,216,393		6,391,260
Freddie Mac, Pool #G08754, 4.50%, 3/1/2047		2,117,838		2,268,879

TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $63,693,268)				63,130,613

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)


	SHARES		VALUE (NOTE 2)

SHORT-TERM INVESTMENT - 2.1%

Dreyfus Government Cash Management¹¹, 0.91%,
(Identified Cost $18,311,772)		18,311,772	$	18,311,772


TOTAL INVESTMENTS - 98.3%
(Identified Cost $855,257,457)				855,587,125
OTHER ASSETS, LESS LIABILITIES - 1.7%				14,394,221


NET ASSETS - 100%			$	869,981,346


FUTURES CONTRACTS: LONG POSITIONS OPEN AT JUNE 30, 2017:
CONTRACTS PURCHASED	ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE²		UNREALIZED DEPRECIATION
312	Euro-SCHATZ	Eurex	September 2017		39,857,916	$	(105,537	)
FUTURES CONTRACTS: SHORT POSITIONS OPEN AT JUNE 30, 2017:
CONTRACTS SOLD	ISSUE	EXCHANGE	EXPIRATION	NOTIONAL VALUE²		UNREALIZED APPRECIATION (DEPRECIATION)
588	U.S. Treasury Notes (5 Year)	CBOT	September 2017		69,287,531	$	84,939
487	U.S. Treasury Notes (2 Year)	CBOT	September 2017		105,245,266		75,188
273	U.S. Treasury Notes (10 Year)	CBOT	September 2017		34,270,031		(13,344	)
186	U.S. Ultra Treasury Bonds (10 Year)	CBOT	September 2017		25,075,125		(55,406	)
76	U.S. Ultra Treasury Bonds	CBOT	September 2017		12,606,500		(259,035	)
47	Euro-BUND	Eurex	September 2017		8,689,369		127,162

Total							(40,496	)


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT JUNE 30, 2017¹²:
SETTLEMENT DATE	CONTRACTS TO DELIVER	IN EXCHANGE FOR	CONTRACTS AT VALUE	UNREALIZED APPRECIATION
10/17/2017	JPY 1,763,519,588	$17,398,575	$15,756,452	$	1,642,123

CBOT - Chicago Board of Trade

CLP - Chilean Peso

IO - Interest only

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

##Less than 0.1%.

¹Credit ratings from Moody’s (unaudited).

²Amount is stated in USD unless otherwise noted.

³The coupon rate is floating and is the effective rate as of June 30, 2017.

⁴Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $200,186,397 or 23.0%, of the Series’ net assets as of June 30, 2017 (see Note 2 to the financial statements).

⁵Credit rating has been withdrawn. As of June 30, 2017, there is no rating available (unaudited).

⁶Credit ratings from S&P (unaudited).

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

Unconstrained Bond Series

Investment Portfolio - June 30, 2017

(unaudited)

⁷The rate shown is a fixed rate as of June 30, 2017; the rate becomes floating, based on LIBOR plus a spread, in September 2022.

⁸Represents a Payment-In-Kind bond.

⁹Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired on March 23, 2017 at a cost of $361,322 ($56.48 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $287,881, or less than 0.1%, of the Series’ net assets as of June 30, 2017 (see Note 2 to the financial statements).

¹⁰All or a portion of the security has been segregated on the Series’ books and records for open forward foreign currency exchange contracts.

¹¹Rate shown is the current yield as of June 30, 2017.

¹²The counterparty for all forward foreign currency exchange contracts is the Bank of New York Mellon Corp.

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

Unconstrained Bond Series

Statement of Assets and Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments, at value (identified cost $855,257,457) (Note 2)	$	855,587,125
Receivable for securities sold		8,650,033
Interest receivable		5,868,460
Deposits at broker for futures contracts		3,685,837
Receivable for fund shares sold		926,345
Unrealized appreciation on forward foreign currency exchange contracts (Note 2)		1,642,123
Futures variation margin receivable		361,604
Prepaid and other expenses		43,092


TOTAL ASSETS		876,764,619


LIABILITIES:

Accrued management fees (Note 3)		323,361
Accrued shareholder services fees (Class S) (Note 3)		168,896
Accrued fund accounting and administration fees (Note 3)		33,719
Accrued Directors’ fees (Note 3)		853
Accrued Chief Compliance Officer service fees (Note 3)		189
Payable for securities purchased		5,710,987
Payable for fund shares repurchased		492,273
Other payables and accrued expenses		52,995


TOTAL LIABILITIES		6,783,273


TOTAL NET ASSETS	$	869,981,346


NET ASSETS CONSIST OF:

Capital stock	$	837,590
Additional paid-in-capital		866,681,764
Undistributed net investment income		1,938,654
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(1,301,750	)
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		1,825,088


TOTAL NET ASSETS	$	869,981,346


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($817,263,536/78,145,936 shares)	$	10.46


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($52,717,810/5,613,109 shares)	$	9.39

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

Unconstrained Bond Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Interest	$	12,336,762
Dividends		74,702


Total Investment Income		12,411,464


EXPENSES:

Management fees (Note 3)		1,967,486
Shareholder services fees (Class S) (Note 3)		1,029,357
Fund accounting and administration fees (Note 3)		86,827
Directors’ fees (Note 3)		29,955
Transfer agent fees (Note 3)		8,144
Chief Compliance Officer service fees (Note 3)		1,933
Custodian fees		26,691
Miscellaneous		68,973


Total Expenses		3,219,366


NET INVESTMENT INCOME		9,192,098


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

Net realized gain (loss) on-
Investments		2,355,374
Futures Contracts		(251,004	)
Foreign currency and translation of other assets and liabilities		(1,131,929	)


		972,441


Net change in unrealized appreciation (depreciation) on-
Investments		8,721,933
Futures Contracts		(202,797	)
Forward foreign currency exchange contracts		(428,590	)
Foreign currency and translation of other assets and liabilities		256


		8,090,802


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		9,063,243


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	18,255,341

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

Unconstrained Bond Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	9,192,098		$	19,392,517
Net realized gain (loss) on investments and foreign currency		972,441			(2,477,615	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		8,090,802			18,580,242


Net increase from operations		18,255,341			35,495,144


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(6,669,927	)		(16,347,303	)
From net investment income (Class I)		(527,329	)		(974,924	)


Total distributions to shareholders		(7,197,256	)		(17,322,227	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)		(35,352,270	)		2,743,372


Net increase (decrease) in net assets		(24,294,185	)		20,916,289

NET ASSETS:

Beginning of period		894,275,531			873,359,242


End of period (including undistributed net investment income of $1,938,654 and distributions in excess of net investment income of $56,188, respectively)	$	869,981,346		$	894,275,531

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

Unconstrained Bond Series

Financial Highlights - Class S*


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$10.33			$10.12			$10.53			$10.65			$11.27			$10.67


Income (loss) from investment operations:
Net investment income¹		0.11			0.22			0.27			0.34			0.37			0.45
Net realized and unrealized gain (loss) on investments		0.10			0.19			(0.36	)		(0.00	)²		(0.38	)		0.70


Total from investment operations		0.21			0.41			(0.09	)		0.34			(0.01	)		1.15


Less distributions to shareholders:
From net investment income		(0.08	)		(0.20	)		(0.26	)		(0.34	)		(0.37	)		(0.45	)
From net realized gain on investments		—			—			(0.05	)		(0.12	)		(0.24	)		(0.10	)
From return of capital		—			—			(0.01	)		—			—			—


Total distributions to shareholders		(0.08	)		(0.20	)		(0.32	)		(0.46	)		(0.61	)		(0.55	)


Net asset value - End of period		$10.46			$10.33			$10.12			$10.53			$10.65			$11.27


Net assets - End of period (000’s omitted)		$817,264			$845,043			$835,610			$680,719			$653,668			$631,082


Total return³		2.08%			4.08%			(0.88%	)		3.18%			(0.02%	)		10.94%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.75%	⁴		0.75%			0.75%			0.75%			0.75%			0.75%
Net investment income		2.09%	⁴		2.18%			2.58%			3.16%			3.35%			4.01%
Portfolio turnover		33%			56%			81%			53%			49%			41%

Effective August 1, 2013, the shares of the Series have been designated as Class S. *The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			0.00%	⁵		N/A

¹Calculated based on average shares outstanding during the periods.

²Less than $(0.01).

⁴Annualized.

⁵Less than 0.01%.

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

Unconstrained Bond Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED									FOR THE PERIOD 8/1/13¹ TO 12/31/13
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			FOR THE PERIOD 8/1/13¹ TO 12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$9.28			$9.12			$9.52			$9.68			$10.00


Income (loss) from investment operations:
Net investment income²		0.11			0.23			0.29			0.34			0.15
Net realized and unrealized gain (loss) on investments		0.10			0.16			(0.34	)		(0.02	)		0.00	³


Total from investment operations		0.21			0.39			(0.05	)		0.32			0.15


Less distributions to shareholders:
From net investment income		(0.10	)		(0.23	)		(0.29	)		(0.36	)		(0.23	)
From net realized gain on investments		—			—			(0.05	)		(0.12	)		(0.24	)
From return of capital		—			—			(0.01	)		—			—


Total distributions to shareholders		(0.10	)		(0.23	)		(0.35	)		(0.48	)		(0.47	)


Net asset value - End of period		$9.39			$9.28			$9.12			$9.52			$9.68


Net assets - End of period (000’s omitted)		$52,718			$49,233			$37,749			$78,789			$19,209


Total return⁴		2.23%			4.27%			(0.59%	)		3.36%			1.60%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.50%	⁵		0.50%			0.50%			0.50%			0.50%	⁵
Net investment income		2.34%	⁵		2.50%			3.00%			3.42%			3.55%	⁵
Portfolio turnover		33%			56%			81%			53%			49%
*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			N/A			N/A			0.00%	^5,6

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01 per share.

⁵Annualized.

⁶Less than 0.01%.

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

Unconstrained Bond Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ primary investment objective is to provide long-term total return, and its secondary objective is to provide preservation of capital.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same except the Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 125 million have been designated as Unconstrained Bond Series Class S common stock and 100 million have been designated as Unconstrained Bond Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

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

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

Unconstrained Bond 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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
U.S. Treasury and other U.S. Government agencies	$	116,429,257	$	—	$	116,429,257	$	—
States and political subdivisions (municipals)		1,504,485		—		1,504,485		—
Corporate debt:
Consumer Discretionary		59,215,526		—		59,215,526		—
Consumer Staples		18,673,667		—		18,673,667		—
Energy		90,977,041		—		90,977,041		—
Financials		185,804,612		—		185,804,612		—
Health Care		22,183,378		—		22,183,378		—
Industrials		37,456,754		—		37,456,754		—
Information Technology		14,704,203		—		14,704,203		—
Materials		28,965,377		—		28,965,377		—
Real Estate		23,115,334		—		23,115,334		—
Telecommunication Services		25,331,925		—		25,331,925		—
Utilities		3,733,600		—		3,733,600		—
Asset-backed securities		109,770,221		—		109,770,221		—

Unconstrained Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)


DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2		LEVEL 3
Commercial mortgage-backed securities	$	46,894,615		$	—		$	46,894,615	$	—
Foreign government bonds		52,515,358			—			52,515,358		—
Mutual funds		18,311,772			18,311,772			—		—
Other financial instruments*:
Foreign currency exchange contracts		1,642,123			—			1,642,123		—
Interest rate contracts		287,289			287,289			—		—

Total assets		857,516,537			18,599,061			838917476		—

Liabilities:
Other financial instruments*:
Interest rate contracts		(433,322	)		(433,322	)		—		—

Total liabilities		(433,322	)		(433,322	)		—		—

Total	$	857,083,215		$	18,165,739		$	838,917,476	$	—

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

*Other financial instruments are futures (Level 1) and forwards (Level 2). Futures and forwards are valued at the unrealized appreciation (depreciation) on the instrument.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

Unconstrained Bond 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.

Inflation-Indexed Bonds

Forward Foreign Currency Exchange Contracts

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. The average month-end balances for the six months ended June 30, 2017, the period in which forward foreign currency exchange contracts were outstanding, as measured in terms of the notional amount, was approximately $15,902,140.

Futures

The Series may purchase or sell exchange-traded futures contracts, which are contracts that obligate the Series to make or take delivery of a financial instrument or the cash value of a security index at a specified future date at a specified price. The Series may use futures contracts to manage exposure to the bond market 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.

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).

Unconstrained Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

The following table presents the present value of derivatives held at June 30, 2017 as reflected on the Statement of Assets and Liabilities, and the effect of derivative instruments on the Statement of Operations:


STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Forward foreign currency exchange contracts	Net unrealized appreciation on forward foreign currency exchange contracts	$	1,642,123
Interest rate contracts	Net unrealized appreciation¹	$	287,289
Derivative	Liabilities Location
Interest rate contracts	Net unrealized depreciation¹	$	(433,322)

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	$	(251,004	)
Derivative	Location of Appreciation (Depreciation) on Derivatives	Unrealized Appreciation (Depreciation) on Derivatives
Forward foreign currency exchange contracts	Net change in unrealized appreciation (depreciation) on forward foreign currency exchange contracts	$	(428,590	)
Interest rate contracts	Net change in unrealized appreciation (depreciation) on futures contracts	$	(202,797	)

¹Includes cumulative appreciation/depreciation on futures contracts as reported in the Investment Portfolio, and is included within Net Assets as the components of capital are not required to be presented separately on the Statement of Assets and Liabilities. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities.

The average month-end balances for the six months ended June 30, 2017, the period in which such derivatives were outstanding, were as follows:



Futures Contracts:
Average number of contracts purchased		140
Average number of contracts sold		658
Average notional value of contracts purchased		$27,934,522
Average notional value of contracts sold		$103,852,870

Securities Purchased on a When-Issued Basis or Forward Commitment

Unconstrained Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

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

Restricted Securities

Illiquid Securities

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Unconstrained Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Indemnifications (continued)

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

3.	Transactions with Affiliates

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

The Advisor has contractually agreed, until at least April 30, 2018, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee, at no more than 0.50% of average daily net assets each year. For the six months ended June 30, 2017, 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.

During the six months ended June 30, 2017, a trade processing error was discovered for which it was determined that the Advisor will reimburse the Series $34,578. The impact of the Advisor’s contribution on the Series’ total return was immaterial. As of June 30, 2017, the respective amount is included in the capital shares transactions on the Statement of Changes in Net Assets.

Unconstrained Bond Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

Strategic Income Series); and 0.0065% of 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 were 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, were charged. The Advisor had agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the 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); and 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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 June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $292,204,403 and $233,968,559, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $22,671,667 and $48,334,275, respectively.

5.	Capital Stock Transactions

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


CLASS S:	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,364,361		$	24,637,852			10,621,122		$	110,330,122
Reinvested		630,060			6,550,303			1,557,675			16,056,924
Repurchased		(6,668,842	)		(69,437,508	)		(12,955,858	)		(133,550,385	)

Total		(3,674,421	)	$	(38,249,353	)		(777,061	)	$	(7,163,339	)


CLASS I:	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		636,275		$	5,955,824			7,151,663		$	66,358,709
Reinvested		45,473			424,716			82,984			769,400
Repurchased		(372,038	)		(3,483,457	)		(6,070,806	)		(57,221,398	)

Total		309,710		$	2,897,083			1,163,841		$	9,906,711

Over 90% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments and Loan Assignments

Unconstrained Bond Series

Notes to Financial Statements (continued)

(unaudited)

6.	Financial Instruments and Loan Assignments (continued)

contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. At June 30, 2017, the Series invested in forward foreign currency exchange contracts (foreign currency exchange risk) and futures contracts (interest rate risk).

The Series may invest in a loan assignment of all or a portion of the loans. The Series has direct rights against the borrower on a loan when it purchases an assignment; however, the Series’ rights may be more limited than the lender from which it acquired the assignment and the Series may be able to enforce its rights only through an administrative agent. Loan assignments are vulnerable to market conditions and may become illiquid due to economic conditions or other events may reduce the demand for loan assignments and certain loan assignments which were liquid when purchased may become illiquid. No such investments were held by the Series as of June 30, 2017.

7.	Foreign Securities

8.	Federal Income Tax Information


Ordinary income		$	17,322,227

At June 30, 2017, the identified cost 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	$	855,363,002
Unrealized appreciation		10,920,275
Unrealized depreciation		(10,696,152	)

Net unrealized appreciation	$	224,123

At December 31, 2016, the Series had net long-term capital loss carryforwards of $2,166,793, which may be carried forward indefinitely.

Unconstrained Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNCPB-6/17-SAR

LOGO

High Yield Bond Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/17	ENDING ACCOUNT VALUE 6/30/17	EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,055.20	$4.59	0.90%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.33	$4.51	0.90%
Class I
Actual	$1,000.00	$1,057.10	$3.32	0.65%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.57	$3.26	0.65%

High Yield Bond Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO

High Yield Bond Series

Investment Portfolio - June 30, 2017

(unaudited)



	CREDIT RATING ¹ (UNAUDITED)	PRINCIPAL AMOUNT	VALUE (NOTE 2)

CORPORATE BONDS - 93.0%

Non-Convertible Corporate Bonds - 93.0%
Consumer Discretionary - 14.8%
Household Durables - 6.9%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)², 6.125%, 7/1/2022	B1	$ 2,235,000	$ 2,313,225
Century Communities, Inc.², 5.875%, 7/15/2025	B3	1,250,000	1,243,750
Meritage Homes Corp.², 5.125%, 6/6/2027	Ba2	1,175,000	1,176,469
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019	Ba3	1,675,000	1,715,535
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023	Caa1	1,545,000	1,502,513


			7,951,492


Media - 7.9%
CSC Holdings, LLC, 5.25%, 6/1/2024	B2	1,770,000	1,805,577
Sirius XM Radio, Inc.², 5.375%, 4/15/2025	Ba3	2,270,000	2,346,612
UPCB Finance IV Ltd. (Netherlands)², 5.375%, 1/15/2025	Ba3	2,194,000	2,295,472
VTR Finance B.V. (Chile)², 6.875%, 1/15/2024	B1	2,465,000	2,612,900


			9,060,561


Total Consumer Discretionary			17,012,053


Consumer Staples - 3.2%
Food & Staples Retailing - 2.0%
C&S Group Enterprises LLC², 5.375%, 7/15/2022	Ba3	2,365,000	2,329,525


Household Products - 1.2%
First Quality Finance Co., Inc.², 5.00%, 7/1/2025	B1	1,290,000	1,315,800


Total Consumer Staples			3,645,325


Energy - 18.4%
Energy Equipment & Services - 3.4%
McDermott International, Inc.², 8.00%, 5/1/2021	B2	2,240,000	2,256,800
Trinidad Drilling Ltd. (Canada)², 6.625%, 2/15/2025	Caa1	1,770,000	1,681,500

			3,938,300

Oil, Gas & Consumable Fuels - 15.0%
Cheniere Corpus Christi Holdings, LLC, 7.00%, 6/30/2024	Ba3	2,130,000	2,369,625
Continental Resources, Inc., 3.80%, 6/1/2024	Ba3	1,295,000	1,185,728
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019	WR³	1,735,000	1,708,975
Enviva Partners LP - Enviva Partners Finance Corp.², 8.50%, 11/1/2021	B2	2,135,000	2,279,113
GasLog Ltd. (Monaco), 8.875%, 3/22/2022	WR³	1,680,000	1,768,199
Hilcorp Energy I LP - Hilcorp Finance Co.², 5.75%, 10/1/2025	Ba2	2,265,000	2,134,762
PBF Holding Co. LLC - PBF Finance Corp.², 7.25%, 6/15/2025	B1	1,255,000	1,209,506
SemGroup Corp.², 6.375%, 3/15/2025	B2	1,560,000	1,509,300
Southwestern Energy Co., 6.70%, 1/23/2025	B1	1,285,000	1,256,088

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

High Yield Bond Series

Investment Portfolio - June 30, 2017

(unaudited)



	CREDIT RATING ¹ (UNAUDITED)	PRINCIPAL AMOUNT	VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.², 5.50%, 9/15/2024	B1	$ 1,815,000	$ 1,837,688


			17,258,984


Total Energy			21,197,284

Financials - 10.8%
Banks - 3.0%
Popular, Inc., 7.00%, 7/1/2019	B2	3,320,000	3,486,000

Consumer Finance - 1.6%
Navient Corp., 6.125%, 3/25/2024	Ba3	1,770,000	1,823,100

Diversified Financial Services - 3.8%
Icahn Enterprises LP - Icahn Enterprises Finance Corp., 6.25%, 2/1/2022	Ba3	1,660,000	1,730,550
Jefferies Finance LLC - JFIN Co-Issuer Corp.², 7.375%, 4/1/2020	B1	1,470,000	1,506,750
LPL Holdings, Inc.², 5.75%, 9/15/2025	B2	1,100,000	1,144,000


			4,381,300


Thrifts & Mortgage Finance - 2.4%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.², 5.875%, 8/1/2021	Ba3	2,655,000	2,714,738


Total Financials			12,405,138


Health Care - 8.6%
Biotechnology - 1.6%
AMAG Pharmaceuticals, Inc.², 7.875%, 9/1/2023	Ba3	1,940,000	1,864,824

Health Care Equipment & Supplies - 1.0%
Hill-Rom Holdings, Inc.², 5.00%, 2/15/2025	B1	1,120,000	1,142,400

Health Care Providers & Services - 2.7%
DaVita, Inc., 5.00%, 5/1/2025	Ba3	1,255,000	1,258,138
LifePoint Health, Inc., 5.375%, 5/1/2024	Ba2	1,760,000	1,821,600


			3,079,738


Pharmaceuticals - 3.3%
Concordia International Corp. (Canada)², 7.00%, 4/15/2023	Caa3	2,610,000	378,450
Horizon Pharma, Inc. - Horizon Pharma USA, Inc.², 8.75%, 11/1/2024	B3	1,650,000	1,674,750
Mallinckrodt International Finance S.A. - Mallinckrodt CB LLC², 5.625%, 10/15/2023	B1	1,940,000	1,770,250


			3,823,450


Total Health Care			9,910,412

Industrials - 12.8%
Aerospace & Defense - 1.6%
Arconic, Inc., 5.87%, 2/23/2022	Ba2	1,785,000	1,909,950

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

High Yield Bond Series

Investment Portfolio - June 30, 2017

(unaudited)



	CREDIT RATING¹(UNAUDITED)	PRINCIPAL AMOUNT	VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Air Freight & Logistics - 0.4%
Neovia Logistics Intermediate Holdings LLC - Logistics Intermediate Finance Corp.^4,5, 10.00%, 4/1/2020	CCC⁶	$ 1,038,258	$	467,216


Airlines - 2.4%
Allegiant Travel Co., 5.50%, 7/15/2019	B1	1,570,000		1,628,875
American Airlines Group, Inc.², 5.50%, 10/1/2019	B1	1,085,000		1,142,614

				2,771,489


Building Products - 1.5%
Airxcel, Inc.², 8.50%, 2/15/2022	B2	1,655,000		1,741,887


Commercial Services & Supplies - 1.5%
Covanta Holding Corp., 5.875%, 7/1/2025	B1	1,775,000		1,721,750


Construction & Engineering - 1.6%
Tutor Perini Corp.², 6.875%, 5/1/2025	B1	1,715,000		1,805,038


Machinery - 2.7%
Meritor, Inc., 6.25%, 2/15/2024	B2	1,645,000		1,714,912
Xerium Technologies, Inc., 9.50%, 8/15/2021	B2	1,320,000		1,402,500

				3,117,412


Trading Companies & Distributors - 1.1%
International Lease Finance Corp., 6.25%, 5/15/2019	Baa3	1,170,000		1,254,923


Total Industrials				14,789,665


Information Technology - 1.8%
Internet Software & Services - 1.8%
Nuance Communications, Inc.², 5.625%, 12/15/2026	Ba3	870,000		928,725
VeriSign, Inc., 5.25%, 4/1/2025	Ba1	1,085,000		1,158,238


Total Information Technology				2,086,963


Materials - 10.1%
Chemicals - 2.4%
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. Kissner USA (Canada)², 8.375%, 12/1/2022	B3	1,375,000		1,426,562
NOVA Chemicals Corp. (Canada)², 4.875%, 6/1/2024	Ba2	1,275,000		1,270,219


				2,696,781


Metals & Mining - 7.7%
Anglo American Capital plc (United Kingdom)², 3.625%, 5/14/2020	Ba1	1,165,000		1,183,931
Ferroglobe plc - Globe Specialty Metals, Inc.², 9.375%, 3/1/2022	B3	1,680,000		1,806,000
First Quantum Minerals Ltd. (Zambia)², 7.50%, 4/1/2025	B3	1,200,000		1,173,000
Kinross Gold Corp. (Canada), 5.125%, 9/1/2021	Ba1	1,680,000		1,789,200
Petra Diamonds US Treasury plc (South Africa)², 7.25%, 5/1/2022	B2	1,500,000		1,535,171

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

High Yield Bond Series

Investment Portfolio - June 30, 2017

(unaudited)

CREDIT
RATING¹(UNAUDITED)

          PRINCIPAL
         AMOUNT/
         SHARES

VALUE

(NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)

Materials (continued)

Metals & Mining (continued)

Techniplas LLC², 10.00%, 5/1/2020

Caa2

$ 1,625,000

1,397,501

8,884,803

Total Materials

11,581,584

Real Estate - 0.9%

Equity Real Estate Investment Trusts (REITS) - 0.9%

Starwood Property Trust, Inc.², 5.00%, 12/15/2021

Ba3

1,000,000

1,040,000

Telecommunication Services - 7.4%

Diversified Telecommunication Services - 7.4%

CenturyLink, Inc., 7.50%, 4/1/2024

Ba3

1,050,000

1,149,750

Frontier Communications Corp., 11.00%, 9/15/2025

1,755,000

1,627,762

Hughes Satellite Systems Corp., 5.25%, 8/1/2026

Ba2

2,245,000

2,346,025

Inmarsat Finance plc (United Kingdom)², 4.875%, 5/15/2022

Ba2

3,345,000

3,395,176

Total Telecommunication Services

8,518,713

Utilities - 4.2%

Independent Power and Renewable Electricity Producers - 4.2%

Atlantica Yield plc (Spain)², 7.00%, 11/15/2019

2,820,000

2,989,200

NRG Yield Operating LLC, 5.00%, 9/15/2026

Ba2

1,780,000

1,811,150

Total Utilities

4,800,350

Total Non-Convertible Corporate Bonds

(Identified Cost $106,424,615)

106,987,487

SHORT-TERM INVESTMENT - 5.3%

Dreyfus Government Cash Management⁷, 0.91%,

(Identified Cost $6,096,670)

6,096,670

6,096,670

TOTAL INVESTMENTS - 98.3%

(Identified Cost $112,521,285)

113,084,157

OTHER ASSETS, LESS LIABILITIES - 1.7%

1,950,411

NET ASSETS - 100%

115,034,568

¹Credit ratings from Moody’s (unaudited).

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $63,573,808 or 55.3% of the Series’ net assets as of June 30, 2017 (see Note 2 to the financial statements).

³Credit rating has been withdrawn. As of June 30, 2017, there is no rating available (unaudited).

⁴Represents a Payment-In-Kind bond.

⁵Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. This security was acquired on March 23, 2017 at a cost of $586,408 ($56.48 per share). This security has been sold under rule 144A and has been determined to be illiquid under guidelines established by the Board of Directors. This security amounts to $467,216, or 0.4%, of the Series’ net assets as of June 30, 2017 (see Note 2 to the financial statements).

⁶Credit ratings from S&P (unaudited).

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

High Yield Bond Series

Investment Portfolio - June 30, 2017

(unaudited)

⁷Rate shown is the current yield as of June 30, 2017.

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

High Yield Bond Series

Statement of Assets and Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments, at value (identified cost $112,521,285) (Note 2)	$	113,084,157
Interest receivable		1,838,266
Receivable for securities sold		107,453
Receivable for fund shares sold		106,609
Prepaid expenses		23,183


TOTAL ASSETS		115,159,668


LIABILITIES:

Accrued management fees (Note 3)		47,831
Accrued shareholder services fees (Class S) (Note 3)		18,934
Accrued fund accounting and administration fees (Note 3)		11,930
Accrued directors’ fees (Note 3)		581
Accrued Chief Compliance Officer service fees (Note 3)		304
Audit fees payable		23,716
Payable for fund shares repurchased		7,590
Printing fees payable		6,676
Other payables and accrued expenses		7,538


TOTAL LIABILITIES		125,100


TOTAL NET ASSETS	$	115,034,568


NET ASSETS CONSIST OF:

Capital stock	$	116,946
Additional paid-in-capital		119,666,407
Undistributed net investment income		799,694
Accumulated net realized loss on investments		(6,111,351	)
Net unrealized appreciation on investments		562,872


TOTAL NET ASSETS	$	115,034,568


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($91,056,825/8,993,276 shares)	$	10.12


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($23,977,743/2,701,316 shares)	$	8.88

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

High Yield Bond Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Interest	$	3,814,307
Dividends		12,858


Total Investment Income		3,827,165


EXPENSES:

Management fees (Note 3)		318,690
Shareholder services fees (Class S) (Note 3)		112,908
Fund accounting and administration fees (Note 3)		30,596
Transfer agent fees (Note 3)		8,645
Directors’ fees (Note 3)		4,057
Chief Compliance Officer service fees (Note 3)		1,933
Custodian fees		3,924
Miscellaneous		47,415


Total Expenses		528,168


Less reduction of expenses (Note 3)		(38,626	)


Net Expenses		489,542


NET INVESTMENT INCOME		3,337,623


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain (loss) on investments		1,098,241
Net change in unrealized appreciation (depreciation) on investments		1,763,889


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		2,862,130


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	6,199,753

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

High Yield Bond Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,337,623		$	9,375,156
Net realized gain (loss) on investments		1,098,241			(268,740	)
Net change in unrealized appreciation (depreciation) on investments		1,763,889			13,124,878


Net increase from operations		6,199,753			22,231,294


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(1,890,284	)		(6,305,614	)
From net investment income (Class I)		(661,809	)		(3,194,764	)


Total distributions to shareholders		(2,552,093	)		(9,500,378	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(1,191,924	)		(60,737,128	)


Net increase (decrease) in net assets		2,455,736			(48,006,212	)

NET ASSETS:

Beginning of period		112,578,832			160,585,044


End of period (including undistributed net investment income of $799,694 and $ 14,164, respectively)	$	115,034,568		$	112,578,832

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

High Yield Bond Series

Financial Highlights - Class S*


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):

Net asset value - Beginning of period		$9.79			$9.21			$10.04			$10.64			$10.75			$10.30

Income (loss) from investment operations:
Net investment income¹		0.29			0.56			0.51			0.52			0.54			0.63
Net realized and unrealized gain (loss) on investments		0.25			0.66			(0.82	)		(0.30	)		0.21			0.83

Total from investment operations		0.54			1.22			(0.31	)		0.22			0.75			1.46

Less distributions to shareholders:
From net investment income		(0.21	)		(0.64	)		(0.52	)		(0.50	)		(0.53	)		(0.64	)
From net realized gain on investments		—			—			—			(0.32	)		(0.33	)		(0.37	)

Total distributions to shareholders		(0.21	)		(0.64	)		(0.52	)		(0.82	)		(0.86	)		(1.01	)

Net asset value - End of period		$10.12			$9.79			$9.21			$10.04			$10.64			$10.75

Net assets - End of period (000’s omitted)		$91,057			$89,921			$108,202			$202,772			$191,922			$179,187

Total return²		5.52%			13.41%			(3.28%	)		2.04%			7.17%			14.46%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.90%	³		0.94%			1.11%			1.11%			1.12%			1.10%
Net investment income		5.71%	³		5.82%			5.04%			4.78%			4.99%			5.83%
Portfolio turnover		55%			77%			109%			104%			93%			91%
Effective August 1, 2012, the shares of the Series have been designated as Class S. *For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.07%³			0.02%			N/A			N/A			N/A			N/A

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.

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

High Yield Bond Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEARS ENDED												FOR THE PERIOD 8/1/12¹ TO 12/31/12
	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			FOR THE PERIOD 8/1/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):

Net asset value - Beginning of period		$8.61			$8.18			$8.97			$9.59			$9.78			$10.00


Income (loss) from investment operations:
Net investment income²		0.26			0.52			0.47			0.49			0.52			0.25
Net realized and unrealized gain (loss) on investments		0.23			0.57			(0.72	)		(0.26	)		0.18			0.30


Total from investment operations		0.49			1.09			(0.25	)		0.23			0.70			0.55


Less distributions to shareholders:
From net investment income		(0.22	)		(0.66	)		(0.54	)		(0.53	)		(0.56	)		(0.40	)
From net realized gain on investments		—			—			—			(0.32	)		(0.33	)		(0.37	)


Total distributions to shareholders		(0.22	)		(0.66	)		(0.54	)		(0.85	)		(0.89	)		(0.77	)


Net asset value - End of period		$8.88			$8.61			$8.18			$8.97			$9.59			$9.78


Net assets - End of period (000’s omitted)		$23,978			$22,658			$52,383			$41,586			$24,299			$14,002


Total return³		5.71%			13.60%			(2.93%	)		2.33%			7.35%			5.59%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.65%	⁴		0.68%			0.87%			0.86%			0.87%			0.87%	⁴
Net investment income		5.95%	⁴		6.04%			5.34%			5.05%			5.24%			5.90%	⁴
Portfolio turnover		55%			77%			109%			104%			93%			91%
*For the certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.07%	⁴		0.02%			N/A			N/A			N/A			N/A

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

⁴Annualized.

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

High Yield Bond Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

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

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The series is authorized to issue two classes of shares (Class S & Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 125 million have been designated as High Yield Bond Series Class S common stock and 100 million have been designated as High Yield Bond Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

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

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

of activity, further analysis and adjustment may be necessary to estimate fair value. The Series measures fair value in these instances by the use of inputs and valuation techniques which may be based upon current market prices of securities that are comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

The following is a summary of the valuation levels used for major security types as of June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
Corporate debt:
Consumer Discretionary	$	17,012,053	$	—	$	17,012,053	$	—
Consumer Staples		3,645,325		—		3,645,325		—
Energy		21,197,284		—		21,197,284		—
Financials		12,405,138		—		12,405,138		—
Health Care		9,910,412		—		9,910,412		—
Industrials		14,789,665		—		14,789,665		—
Information Technology		2,086,963		—		2,086,963		—
Materials		11,581,584		—		11,581,584		—
Real Estate		1,040,000		—		1,040,000		—
Telecommunication Services		8,518,713		—		8,518,713		—
Utilities		4,800,350		—		4,800,350		—
Mutual fund		6,096,670		6,096,670		—		—


Total assets	$	113,084,157	$	6,096,670	$	106,987,487	$	—

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Securities Purchased on a When-Issued Basis or Forward Commitment

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Restricted Securities

Illiquid Securities

Federal Taxes

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.55% of the Series’ average daily net assets.

The Advisor has contractually agreed, until at least April 30, 2018, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee, at no more than 0.65% of average daily net assets. Accordingly, the Advisor waived fees of $38,626 for the six months ended June 30, 2017, 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.

During the six months ended June 30, 2017, a trade processing error was discovered for which it was determined that the Advisor will reimburse the Series $87,034. The impact of the Advisor’s contribution on the Series’ total return was immaterial. As of June 30, 2017, the respective amount is included in the capital shares transactions on the Statement of Changes in Net Assets.

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $59,576,682 and $61,811,031, respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

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


CLASS S	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,388,254		$	14,097,029			5,047,936		$	49,741,689
Reinvested		178,223			1,791,626			615,273			5,972,032
Repurchased		(1,757,964	)		(17,690,516	)		(8,222,050	)		(81,839,088	)

Total		(191,487	)	$	(1,801,861	)		(2,558,841	)	$	(26,125,367	)


CLASS I	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		734,543		$	6,511,298			2,387,463		$	19,922,481
Reinvested		58,852			519,228			320,304			2,737,717
Repurchased		(724,383	)		(6,420,589	)		(6,482,637	)		(57,271,959	)

Total		69,012		$	609,937			(3,774,870	)	$	(34,611,761	)

Approximately 81% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments and Loan Assignments

High Yield Bond Series

Notes to Financial Statements (continued)

(unaudited)

7.	Foreign Securities

8.	Federal Income Tax Information

Ordinary income $9,500,378

At June 30, 2017, the identified cost 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	$	112,734,918
Unrealized appreciation		3,312,888
Unrealized depreciation		(2,963,649	)

Net unrealized appreciation	$	349,239

As of December 31, 2016, the Series had net long-term capital loss carryforwards of $6,980,741, which may be carried forward indefinitely.

{This page intentionally left blank}

High Yield Bond Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNHYB-6/17-SAR

LOGO

Emerging Markets Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. 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.


	BEGINNING ACCOUNT VALUE 1/1/17	ENDING ACCOUNT VALUE 6/30/17	EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,065.70	$5.89	1.15%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.09	$5.76	1.15%
Class I
Actual	$1,000.00	$1,066.60	$4.61	0.90%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.33	$4.51	0.90%

Emerging Markets Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO

Emerging Markets Series

Investment Portfolio - June 30, 2017

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 98.4%

Consumer Discretionary - 11.4%
Diversified Consumer Services - 2.7%
Fu Shou Yuan International Group Ltd. (China)¹		4,414,000	$	2,662,686


Internet & Direct Marketing Retail - 1.0%
MakeMyTrip Ltd. (India)*		30,595		1,026,462


Media - 5.3%
Dish TV India Ltd. (India)*¹		1,718,500		2,127,799
Megacable Holdings S.A.B. de C.V. (Mexico)		522,300		2,115,245
Surya Citra Media Tbk PT (Indonesia)¹		5,377,700		1,045,109

				5,288,153

Textiles, Apparel & Luxury Goods - 2.4%
ANTA Sports Products Ltd. (China)¹		745,000		2,461,211


Total Consumer Discretionary				11,438,512


Consumer Staples - 21.3%
Beverages - 6.3%
Ambev S.A. - ADR (Brazil)		476,690		2,617,028
Cia Cervecerias Unidas S.A. - ADR (Chile)		73,125		1,918,800
Fomento Economico Mexicano S.A.B. de C.V. - ADR (Mexico)		17,710		1,741,601

				6,277,429


Food Products - 8.0%
Adecoagro S.A. (Argentina)*		146,420		1,462,736
Gruma S.A.B de C.V. - Class B (Mexico)		209,120		2,728,311
Sao Martinho S.A. (Brazil)		285,920		1,481,858
Tiger Brands Ltd. (South Africa)¹		84,740		2,382,509

				8,055,414


Tobacco - 7.0%
Gudang Garam Tbk PT (Indonesia)¹		733,140		4,310,932
KT&G Corp. (South Korea)¹		26,580		2,718,913

				7,029,845


Total Consumer Staples				21,362,688


Energy - 1.8%
Oil, Gas & Consumable Fuels - 1.8%
Cosan S.A. Industria e Comercio (Brazil)		169,390		1,763,489


Financials - 7.3%
Banks - 3.9%
ICICI Bank Ltd. - ADR (India)		353,683		3,172,537
IDFC Bank Ltd. (India)¹		880,050		744,068

				3,916,605


Capital Markets - 1.6%
JSE Ltd. (South Africa)¹		172,470		1,615,081

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

Emerging Markets Series

Investment Portfolio - June 30, 2017

(unaudited)


	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Consumer Finance - 1.1%
Gentera S.A.B. de C.V. (Mexico)		707,560	$	1,061,998

Diversified Financial Services - 0.7%
IDFC Ltd. (India)*¹		880,050		751,350


Total Financials				7,345,034

Health Care - 14.6%
Biotechnology - 1.7%
China Biologic Products, Inc. (China)*		15,240		1,723,644

Health Care Equipment & Supplies - 4.5%
Ginko International Co. Ltd. (Taiwan)¹		338,540		2,589,044
St. Shine Optical Co. Ltd. (Taiwan)¹		91,880		1,922,297

				4,511,341

Health Care Providers & Services - 8.4%
Apollo Hospitals Enterprise Ltd. (India)*¹		105,674		2,082,416
Fortis Healthcare Ltd. (India)*¹		959,730		2,402,603
KPJ Healthcare Berhad (Malaysia)¹		2,657,640		2,612,662
Siloam International Hospitals Tbk PT (Indonesia)*¹		1,591,200		1,349,132

				8,446,813

Total Health Care				14,681,798

Industrials - 10.6%
Aerospace & Defense - 5.1%
Korea Aerospace Industries Ltd. (South Korea)¹		65,326		3,254,452
LIG Nex1 Co. Ltd. (South Korea)¹		29,200		1,889,053

				5,143,505

Commercial Services & Supplies - 1.2%
KEPCO Plant Service & Engineering Co. Ltd. (South Korea)¹		30,610		1,181,641

Electrical Equipment - 2.0%
Teco Electric and Machinery Co. Ltd. (Taiwan)¹		2,052,000		1,971,514

Transportation Infrastructure - 2.3%
Malaysia Airports Holdings Berhad (Malaysia)¹		1,166,200		2,325,527

Total Industrials				10,622,187

Information Technology - 20.0%
Electronic Equipment, Instruments & Components - 1.2%
China Railway Signal & Communication Corp. Ltd. - Class H (China)¹²		1,460,000		1,125,259

Internet Software & Services - 9.7%
Alibaba Group Holding Ltd. - ADR (China)*		23,780		3,350,602
MiX Telematics Ltd. - ADR (South Africa)		254,040		2,001,835
NetEase, Inc. - ADR (China)		3,885		1,167,948

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

Emerging Markets Series

Investment Portfolio - June 30, 2017

(unaudited)


	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Internet Software & Services (continued)
Tencent Holdings Ltd. - Class H (China)¹		89,300	$	3,203,634

				9,724,019

Semiconductors & Semiconductor Equipment - 4.0%
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		115,130		4,024,945

Technology Hardware, Storage & Peripherals - 5.1%
Samsung Electronics Co. Ltd. (South Korea)¹		2,470		5,144,570

Total Information Technology				20,018,793

Materials - 5.3%
Metals & Mining - 4.3%
Cia de Minas Buenaventura S.A.A. - ADR (Peru)		173,845		1,999,218
Grupo Mexico, S.A.B. de C.V. - Series B (Mexico)		811,240		2,279,227

				4,278,445

Paper & Forest Products - 1.0%
Duratex S.A. (Brazil)		414,700		1,015,188

Total Materials				5,293,633

Telecommunication Services - 6.1%
Diversified Telecommunication Services - 1.0%
Link Net Tbk PT (Indonesia)¹		2,755,500		1,069,947

Wireless Telecommunication Services - 5.1%
America Movil S.A.B. de C.V. - Class L - ADR (Mexico)		200,135		3,186,149
XL Axiata Tbk PT (Indonesia)*¹		7,423,865		1,898,914

				5,085,063

Total Telecommunication Services				6,155,010

TOTAL COMMON STOCKS
(Identified Cost $90,088,185)				98,681,144

SHORT-TERM INVESTMENT - 1.6%
Dreyfus Government Cash Management³, 0.91%,
(Identified Cost $1,637,436)		1,637,436		1,637,436

TOTAL INVESTMENTS - 100.0%
(Identified Cost $91,725,621)				100,318,580
OTHER ASSETS, LESS LIABILITIES - 0.0%#				20,161

NET ASSETS - 100%			$	100,338,741

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

Emerging Markets Series

Investment Portfolio - June 30, 2017

(unaudited)

ADR - American Depositary Receipt

*Non-income producing security.

#Less than 0.1%.

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

²Restricted 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 rule144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $1,125,259 or 1.1% of the Series’ net assets as of June 30, 2017 (see Note 2 to the financial statements).

³Rate shown is the current yield as of June 30, 2017.

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

China - 15.6%; South Korea - 14.1%; Mexico - 13.1%.; India - 12.3%; Taiwan - 10.5%.

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

Emerging Markets Series

Statement of Assets & Liabilities

June 30, 2017 (unaudited)


ASSETS:
Investments, at value (identified cost $91,725,621) (Note 2)	$	100,318,580
Dividends receivable		234,243
Receivable for fund shares sold		58,328
Prepaid expenses		26,560

TOTAL ASSETS		100,637,711

LIABILITIES:
Accrued management fees (Note 3)		51,450
Accrued shareholder services fees (Class S) (Note 3)		20,817
Accrued fund accounting and administration fees (Note 3)		9,301
Accrued Directors’ fees (Note 3)		361
Accrued Chief Compliance Officer service fees (Note 3)		306
Payable for fund shares repurchased		152,919
Accrued custodian fees		37,623
Other payables and accrued expenses		26,193

TOTAL LIABILITIES		298,970

TOTAL NET ASSETS	$	100,338,741

NET ASSETS CONSIST OF:
Capital stock	$	110,491
Additional paid-in-capital		113,980,399
Undistributed net investment income		452,128
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(22,796,988	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		8,592,711

TOTAL NET ASSETS	$	100,338,741

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($98,934,174/10,895,262 shares)	$	9.08

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($1,404,567/153,830 shares)	$	9.13

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

Emerging Markets Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $116,343)	$	740,684

EXPENSES:
Management fees (Note 3)		384,530
Shareholder services fees (Class S)(Note 3)		131,144
Fund accounting and administration fees (Note 3)		27,358
Transfer agent fees (Note 3)		8,961
Directors’ fees (Note 3)		3,698
Chief Compliance Officer service fees (Note 3)		1,933
Custodian fees		49,487
Miscellaneous		62,130

Total Expenses		669,241
Less reduction of expenses (Note 3)		(43,701	)

Net Expenses		625,540

NET INVESTMENT INCOME		115,144

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		(5,160,492	)
Foreign currency and translation of other assets and liabilities		(58,188	)

		(5,218,680	)

Net change in unrealized appreciation (depreciation) on-
Investments (net of decrease in accrued foreign capital gains tax of $10,116)		12,459,679
Foreign currency and translation of other assets and liabilities		(232	)

		12,459,447

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		7,240,767

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	7,355,911

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

Emerging Markets Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	115,144		$	415,279
Net realized gain (loss) on investments and foreign currency		(5,218,680	)		(3,454,436	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		12,459,447			5,580,060

Net increase from operations		7,355,911			2,540,903

DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		—			(172,763	)
From net investment income (Class I)		—			(7,827	)

Total distributions to shareholders		—			(180,590	)

CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		(20,146,801	)		22,061,523

Net increase (decrease) in net assets		(12,790,890	)		24,421,836
NET ASSETS:
Beginning of period		113,129,631			88,707,795

End of period (including undistributed net investment income of $452,128 and $ 336,984, respectively)	$	100,338,741		$	113,129,631

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

Emerging Markets Series

Financial Highlights - Class S*


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEARS ENDED
				12/31/16			12/31/15			12/31/14			12/31/13			12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$8.52			$8.26			$9.24			$11.40			$11.64			$9.85


Income (loss) from investment operations:
Net investment income¹		0.01			0.03			0.04			0.28	²		0.06			0.04
Net realized and unrealized gain (loss) on investments		0.55			0.24			(0.98	)		(1.67	)		0.95			2.20


Total from investment operations		0.56			0.27			(0.94	)		(1.39	)		1.01			2.24


Less distributions to shareholders:
From net investment income		—			(0.01	)		—			(0.29	)		(0.02	)		(0.03	)
From net realized gain on investments		—			—			(0.04	)		(0.48	)		(1.23	)		(0.42	)


Total distributions to shareholders		—			(0.01	)		(0.04	)		(0.77	)		(1.25	)		(0.45	)


Net asset value - End of period		$9.08			$8.52			$8.26			$9.24			$11.40			$11.64


Net assets - End of period (000’s omitted)		$98,934			$108,292			$82,689			$91,178			$104,884			$95,253


Total return³		6.57%			3.31%			(10.18%	)		(12.24%	)		8.91%			22.77%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.15%	⁴		1.15%			1.15%			1.15%			1.20%			1.20%
Net investment income		0.21%	⁴		0.39%			0.46%			2.54%	²		0.54%			0.39%
Portfolio turnover		17%			28%			61%			26%			44%			40%

Effective December 18, 2013, the shares of the Series have been designated as Class S. *The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.08%	⁴		0.10%			0.11%			0.11%			0.09%			N/A

¹Calculated based on average shares outstanding during the periods.

²Reflects a special dividend paid out during the period by one of the Series’ holdings. Had the Series not received the special dividend, the net investment income per share would have been $0.05 and the net investment income ratio would have been 0.48%.

⁴Annualized.

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

Emerging Markets Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED										FOR THE PERIOD 12/18/13¹ TO 12/31/13
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14				FOR THE PERIOD 12/18/13¹ TO 12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$8.56			$8.27			$9.24			$11.40				$11.18


Income (loss) from investment operations:
Net investment income²		0.01			0.05			0.04			0.43	³			0.01
Net realized and unrealized gain (loss) on investments		0.56			0.25			(0.97	)		(1.79	)			0.21


Total from investment operations		0.57			0.30			(0.93	)		(1.36	)			0.22


Less distributions to shareholders:													��
From net investment income		—			(0.01	)		—			(0.32	)			—
From net realized gain on investments		—			—			(0.04	)		(0.48	)			—


Total distributions to shareholders		—			(0.01	)		(0.04	)		(0.80	)			—


Net asset value - End of period		$9.13			$8.56			$8.27			$9.24				$11.40


Net assets - End of period (000’s omitted)		$1,405			$4,838			$6,018			$16,973				$1,088


Total return⁴		6.66%			3.67%			(10.07%	)		(11.98%	)			1.97%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.90%	⁵		0.90%			0.90%			0.90%				1.89%	⁵
Net investment income		0.23%	⁵		0.64%			0.44%			3.93%	³			4.91%	⁵,⁶
Portfolio turnover		17%			28%			61%			26%				44%
*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.08%⁵			0.10%			0.10%			0.14%				N/A

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Reflects a special dividend paid out during the period by one of the Series’ holdings. Had the Series not received the special dividend, the net investment income per share would have been $0.08 and the net investment income ratio would have been 0.72%.

⁵Annualized.

⁶The annualized net investment income ratio may not be indicative of operating results for a full year.

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

Emerging Markets Series

Notes to Financial Statements

(unaudited)

1.	Organization

Emerging Markets 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 Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 100 million have been designated as Emerging Markets Series Class S common stock, and 100 million have been designated as Emerging Markets Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

Emerging Markets 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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	11,438,512	$	3,141,707	$	8,296,805	$	—
Consumer Staples		21,362,688		11,950,334		9,412,354		—
Energy		1,763,489		1,763,489		—		—
Financials		7,345,034		4,234,535		3,110,499		—
Health Care		14,681,798		1,723,644		12,958,154		—
Industrials		10,622,187		—		10,622,187		—
Information Technology		20,018,793		10,545,330		9,473,463		—
Materials		5,293,633		5,293,633		—		—
Telecommunication Services		6,155,010		3,186,149		2,968,861		—
Mutual fund		1,637,436		1,637,436		—		—

Total assets	$	100,318,580	$	43,476,257	$	56,842,323	$	—

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

New Accounting Guidance

In October 2016, the Securities and Exchange Commission (SEC) issued a new rule, Investment Company Reporting Modernization, which, among other provisions, amends Regulation S-X to require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. The compliance date for implementing the new or amended rules is August 1, 2017; adoption will have no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Foreign Currency Translation

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

Forward Foreign Currency Exchange Contracts

The notional or contractual amount of these instruments represents the investment the Series has in forward foreign currency exchange contracts and does not necessarily represent the amounts potentially at risk. The measurement of the risks associated with forward foreign currency exchange contracts is meaningful only when all related and offsetting transactions are considered. As of June 30, 2017, no investments in forward foreign currency exchange contracts were held by the Series.

Federal Taxes

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

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

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

The Advisor has contractually agreed, until at least April 30, 2018, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee, at no more than 0.90% of average daily net assets each year. Accordingly, the Advisor waived fees of $43,701 for the six months ended June 30, 2017, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

4.	Purchases and Sales of Securities

For the six months ended ended June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $18,434,160 and $34,277,200, respectively. There were no purchases or sales of U.S. Government securities.

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions

Transactions in shares of Class S and Class I of Emerging Markets Series were:


CLASS S:	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		581,461		$	5,248,863			4,482,721		$	38,849,898
Reinvested		—			—			18,752			168,367
Repurchased		(2,394,965	)		(21,623,408	)		(1,805,374	)		(15,509,348	)

Total		(1,813,504	)	$	(16,374,545	)		2,696,099		$	23,508,917


CLASS I:	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		—	¹	$	1,131			813		$	6,636
Reinvested		—			—			865			7,789
Repurchased		(411,493	)		(3,773,387	)		(163,781	)		(1,461,819	)

Total		(411,493	)	$	(3,772,256	)		(162,103	)	$	(1,447,394	)

¹ Less than 1 share.

Approximately 78% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information

Emerging Markets Series

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)


Ordinary income		$	180,590

At June 30, 2017, the identified cost 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	$	91,725,621
Unrealized appreciation		14,692,565
Unrealized depreciation		(6,099,606	)

Net unrealized appreciation	$	8,592,959

At December 31, 2016, the Series had net short-term capital loss carryforwards of $5,198,803 and net long-term capital loss carryforwards of $12,379,505, which may be carried forward indefinitely.

Emerging Markets Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNEMS-6/17-SAR

LOGO

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the Hypothetical lines of the tables are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.


	BEGINNING ACCOUNT VALUE 1/1/17		ENDING ACCOUNT VALUE 6/30/17		EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17		ANNUALIZED EXPENSE RATIO^1,2
Strategic Income Conservative Series
Actual (Class S)		$1,000.00		$1,032.80		$1.51		0.30%
Hypothetical (5% return before expenses)		$1,000.00		$1,023.31		$1.51		0.30%
Actual (Class I)		$1,000.00		$1,032.90		$0.25		0.05%
Hypothetical (5% return before expenses)		$1,000.00		$1,024.55		$0.25		0.05%


	BEGINNING ACCOUNT VALUE 1/1/17		ENDING ACCOUNT VALUE 6/30/17		EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17		ANNUALIZED EXPENSE RATIO^1,2
Strategic Income Moderate Series
Actual (Class S)		$1,000.00		$1,041.10		$1.52		0.30%
Hypothetical (5% return before expenses)		$1,000.00		$1,023.31		$1.51		0.30%
Actual (Class I)		$1,000.00		$1,042.30		$0.25		0.05%
Hypothetical (5% return before expenses)		$1,000.00		$1,024.55		$0.25		0.05%

¹Expense ratios of the Class do not include fees and expenses indirectly incurred by the underlying funds. If these expenses were included, the expense ratios would have been higher.

²Expenses are equal to 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). 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.

Portfolio Composition as of June 30, 2017 - Asset Allocation¹

(unaudited)

LOGO

Investment Portfolios - June 30, 2017

(unaudited)


STRATEGIC INCOME CONSERVATIVE SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.0%

Manning & Napier Fund, Inc. - Core Bond Series, Class I		1,456,322	$	14,417,584
Manning & Napier Fund, Inc. - Disciplined Value Series, Class I		216,642		3,425,115
Manning & Napier Fund, Inc. - Equity Income Series, Class I		269,378		3,073,606
Manning & Napier Fund, Inc. - High Yield Bond Series, Class I		94,486		839,039
Manning & Napier Fund, Inc. - Real Estate Series, Class I		300,927		2,214,825
Manning & Napier Fund, Inc. - Unconstrained Bond Series, Class I		414,300		3,890,282

TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $27,694,834)				27,860,451
OTHER ASSETS, LESS LIABILITIES - 0.0%#				10,411

NET ASSETS - 100%			$	27,870,862

#Less than 0.1%.
STRATEGIC INCOME MODERATE SERIES	SHARES		VALUE (NOTE 2)

AFFILIATED INVESTMENT COMPANIES - 100.0%

Manning & Napier Fund, Inc. - Core Bond Series, Class I		1,072,218	$	10,614,954
Manning & Napier Fund, Inc. - Disciplined Value Series, Class I		448,805		7,095,606
Manning & Napier Fund, Inc. - Equity Income Series, Class I		580,787		6,626,782
Manning & Napier Fund, Inc. - High Yield Bond Series, Class I		177,456		1,575,813
Manning & Napier Fund, Inc. - Real Estate Series, Class I		340,484		2,505,962
Manning & Napier Fund, Inc. - Unconstrained Bond Series, Class I		333,103		3,127,833

TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $31,037,327)				31,546,950
OTHER ASSETS, LESS LIABILITIES - 0.0%#				7,272

NET ASSETS - 100%			$	31,554,222

#Less than 0.1%.

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

Statements of Assets and Liabilities

June 30, 2017 (unaudited)


	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
ASSETS:
Total investments in Underlying Series:
At value* (Note 2)	$	27,860,451		$	31,546,950
Receivable from Advisor (Note 3)		10,712			10,098
Receivable for shares of Underlying Series sold		34,225			—
Receivable for fund shares sold		200			150
Prepaid expenses		32,892			31,227

TOTAL ASSETS		27,938,480			31,588,425

LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		9,092			9,202
Accrued shareholder services fees (Class S) (Note 3)		3,897			4,829
Accrued Chief Compliance Officer service fees (Note 3)		318			318
Accrued Directors’ fees (Note 3)		192			197
Payable for fund shares repurchased		34,425			—
Audit fees payable		12,872			12,856
Custodian fees payable		5,723			6,250
Payable for shares of Underlying Series purchased		—			150
Other payables and accrued expenses		1,099			401

TOTAL LIABILITIES		67,618			34,203

TOTAL NET ASSETS	$	27,870,862		$	31,554,222

NET ASSETS CONSIST OF:
Capital stock		27,003			28,757
Additional paid-in-capital		28,094,810			31,093,223
Undistributed net investment income		26,155			31,052
Accumulated net realized loss on Underlying Series		(442,723	)		(108,433	)
Net unrealized depreciation on Underlying Series		165,617			509,623

TOTAL NET ASSETS	$	27,870,862		$	31,554,222

Class S
Net Assets	$	18,810,957		$	23,603,533
Shares Outstanding		1,822,829			2,151,150
Net Asset Value, Offering Price, and Redemption Price per share	$	10.32		$	10.97
Class I
Net Assets	$	9,059,905		$	7,950,689
Shares Outstanding		877,492			724,548
Net Asset Value, Offering Price, and Redemption Price per share	$	10.32		$	10.97
*At identified cost	$	27,694,834		$	31,037,327

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

Statements of Operations

For the Six Months Ended June 30, 2017 (unaudited)


	STRATEGIC INCOME CONSERVATIVE SERIES			STRATEGIC INCOME MODERATE SERIES
INVESTMENT INCOME:
Income distributions from Underlying Series	$	217,123		$	257,911

EXPENSES:
Fund accounting and administration fees (Note 3)		25,429			25,524
Shareholder services fees (Class S) (Note 3)		21,389			26,749
Transfer agent fees (Note 3)		2,747			1,854
Chief Compliance Officer service fees (Note 3)		1,933			1,933
Directors’ fees (Note 3)		506			620
Registration and filing fees		9,696			9,246
Audit fees		9,521			9,521
Custodian fees		6,942			5,835
Miscellaneous		6,202			6,097

Total Expenses		84,365			87,379
Less reduction of expenses (Note 3)		(56,680	)		(53,398	)

Net Expenses		27,685			33,981

NET INVESTMENT INCOME		189,438			223,930

REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized gain (loss) on Underlying Series		(59,933	)		(46,859	)
Net change in unrealized appreciation (depreciation) on Underlying Series		678,024			999,710

NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		618,091			952,851

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	807,529		$	1,176,781

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

Statements of Changes in Net Assets


	STRATEGIC INCOME CONSERVATIVE SERIES						STRATEGIC INCOME MODERATE SERIES
	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEAR ENDED 12/31/16			FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income		$ 189,438			$ 475,989			$ 223,930			$ 539,927
Net realized gain (loss) on Underlying Series		(59,933	)		(391,149	)		(46,859	)		(270,506	)
Distributions of realized gains from Underlying Series		—			348,328			—			493,674
Net change in unrealized appreciation (depreciation) on underlying series		678,024			687,902			999,710			1,052,606
Net increase (decrease) from operations		807,529			1,121,070			1,176,781			1,815,701
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(104,977	)		(425,185	)		(136,767	)		(593,606	)
From net investment income (Class I)		(59,003	)		(229,331	)		(56,111	)		(138,150	)
From net realized gain on investments (Class S)		—			(156,685	)		—			(463,018	)
From net realized gain on investments (Class I)		—			(70,251	)		—			(102,795	)
Total distributions to shareholders		(163,980	)		(881,452	)		(192,878	)		(1,297,569	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		5,176,209			1,760,174			7,756,985			2,306,713
Net increase (decrease) in net assets		5,819,758			1,999,792			8,740,888			2,824,845
NET ASSETS:
Beginning of period		22,051,104			20,051,312			22,813,334			19,988,489
End of period (including undistributed net investment income of $26,155, $697, $31,052 and $0, respectively)		$27,870,862			$22,051,104			$31,554,222			$22,813,334

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

Financial Highlights


STRATEGIC INCOME CONSERVATIVE SERIES CLASS S	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD 8/1/12¹TO 12/31/12
STRATEGIC INCOME CONSERVATIVE SERIES CLASS S	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			FOR THE PERIOD 8/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$10.05			$9.87			$10.33			$10.24			$10.07			$10.00

Income (loss) from investment operations:
Net investment income^2,3		0.07			0.23			0.23			0.37			0.39			0.30
Net realized and unrealized gain (loss) on investments		0.26			0.37			(0.23	)		0.28			0.10			0.01

Total from investment operations		0.33			0.60			—			0.65			0.49			0.31

Less distributions to shareholders:
From net investment income		(0.06)			(0.31	)		(0.19	)		(0.35	)		(0.30	)		(0.24	)
From net realized gain on investments		—			(0.11	)		(0.27	)		(0.21	)		(0.02	)		(0.00	)⁴

Total distributions to shareholders		(0.06)			(0.42	)		(0.46	)		(0.56	)		(0.32	)		(0.24	)

Net asset value - End of period		$10.32			$10.05			$9.87			$10.33			$10.24			$10.07

Net assets - End of period (000’s omitted)		$18,811			$14,588			$13,420			$15,394			$8,927			$2,115

Total return⁵		3.28%			6.13%			0.08%			6.30%			4.96%			3.12%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30%	^6,7		0.30%	⁷		0.30%	⁸		0.30%	⁹		0.30%	¹⁰		0.30%	^6,11
Net investment income²		1.42%	⁶		2.26%			2.28%			3.50%			3.84%			2.95%
Series portfolio turnover¹²		8%			41%			90%			39%			116%			5%
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to
average net assets) would have been increased by the following amounts:		0.45%	^6,7		0.59%	⁷		0.46%	⁸		0.43%	⁹		1.23%	¹⁰		10.89%	^6,11,13
STRATEGIC INCOME CONSERVATIVE SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD 8/1/12¹TO 12/31/12
STRATEGIC INCOME CONSERVATIVE SERIES CLASS I	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			FOR THE PERIOD 8/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$10.06			$9.87			$10.33			$10.24			$10.06			$10.00

Income (loss) from investment operations:
Net investment income^2,3		0.09			0.25			0.21			0.41			0.43			0.22
Net realized and unrealized gain (loss) on investments		0.24			0.38			(0.18	)		0.26			0.09			0.08

Total from investment operations		0.33			0.63			0.03			0.67			0.52			0.30

Less distributions to shareholders:
From net investment income		(0.07)			(0.33	)		(0.22	)		(0.37	)		(0.32	)		(0.24	)
From net realized gain on investments		—			(0.11	)		(0.27	)		(0.21	)		(0.02	)		(0.00	)⁴

Total distributions to shareholders		(0.07)			(0.44	)		(0.49	)		(0.58	)		(0.34	)		(0.24	)

Net asset value - End of period		$10.32			$10.06			$9.87			$10.33			$10.24			$10.06

Net assets - End of period (000’s omitted)		$9,060			$7,463			$6,632			$12,267			$4,013			$52

Total return⁵		3.29%			6.49%			0.34%			6.55%			5.28%			3.08%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05%	^6,7		0.05%	⁷		0.05%	⁸		0.05%	⁹		0.05%	¹⁰		0.05%	^6,11
Net investment income²		0.79%	⁶		2.42%			2.08%			3.92%			4.19%			2.15%
Series portfolio turnover¹²		8%			41%			90%			39%			116%			5%
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to
average net assets) would have been increased by the following amounts:		0.45%	^6,7		0.59%	⁷		0.46%	⁸		0.41%	⁹		1.23%	¹⁰		27.14%	^6,11,13

¹Commencement of operations.

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.

³Calculated based on average shares outstanding during the periods.

⁴Less than ($0.01) per share.

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

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.54%.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.50%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.48%.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.64%.

¹¹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.71%.

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

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.

Financial Highlights


STRATEGIC INCOME MODERATE SERIES CLASS S	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD 8/1/12¹TO 12/31/12
STRATEGIC INCOME MODERATE SERIES CLASS S	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			FOR THE PERIOD 8/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$10.60			$10.31			$10.84			$10.80			$10.07			$10.00

Income (loss) from investment operations:
Net investment income^2,3		0.08			0.27			0.25			0.38			0.32			0.30
Net realized and unrealized gain (loss) on investments		0.36			0.66			(0.36	)		0.34			0.82			0.02

Total from investment operations		0.44			0.93			(0.11	)		0.72			1.14			0.32

Less distributions to shareholders:
From net investment income		(0.07	)		(0.36	)		(0.20	)		(0.37	)		(0.30	)		(0.25	)
From net realized gain on investments		—			(0.28	)		(0.22	)		(0.31	)		(0.11	)		(0.00	)⁴

Total distributions to shareholders		(0.07	)		(0.64	)		(0.42	)		(0.68	)		(0.41	)		(0.25	)

Net asset value - End of period		$10.97			$10.60			$10.31			$10.84			$10.80			$10.07

Net assets - End of period (000’s omitted)		$23,604			$19,062			$16,040			$15,751			$6,722			$2,019

Total return⁵		4.11%			9.10%			(1.01%	)		6.66%			11.49%			3.23%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30%	^6,7		0.30%	⁷		0.30%	⁸		0.30%	⁹		0.30%	¹⁰		0.30%	^6,11
Net investment income²		1.49%	⁶		2.55%			2.29%			3.37%			2.99%			2.92%
Series portfolio turnover¹²		4%			28%			74%			35%			78%			7%
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to
average net assets) would have been increased by the following amounts:		0.37%	^6,7		0.56%	⁷		0.57%	⁸		0.73%	⁹		1.82%	¹⁰		10.28%	^6,11,13
STRATEGIC INCOME MODERATE SERIES CLASS I	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD 8/1/12¹TO 12/31/12
STRATEGIC INCOME MODERATE SERIES CLASS I	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			FOR THE PERIOD 8/1/12¹TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$10.60			$10.31			$10.84			$10.80			$10.07			$10.00

Income (loss) from investment operations:
Net investment income^2,3		0.09			0.28			0.30			0.41			0.55			0.22
Net realized and unrealized gain (loss) on investments		0.36			0.67			(0.39)			0.34			0.62			0.10

Total from investment operations		0.45			0.95			(0.09)			0.75			1.17			0.32

Less distributions to shareholders:
From net investment income		(0.08)			(0.38)			(0.22)			(0.40)			(0.33)			(0.25)
From net realized gain on investments		—			(0.28)			(0.22)			(0.31)			(0.11)			(0.00)	⁴

Total distributions to shareholders		(0.08)			(0.66)			(0.44)			(0.71)			(0.44)			(0.25)

Net asset value - End of period		$10.97			$10.60			$10.31			$10.84			$10.80			$10.07

Net assets - End of period (000’s omitted)		$7,951			$3,752			$3,948			$2,136			$1,373			$53

Total return⁵		4.23%			9.36%			(0.76%)			6.90%			11.73%			3.29%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05%	^6,7		0.05%	⁷		0.05%	⁸		0.05%	⁹		0.05%	¹⁰		0.05%	^6,11
Net investment income²		1.72%	⁶		2.63%			2.76%			3.65%			5.17%			2.16%
Series portfolio turnover¹²		4%			28%			74%			35%			78%			7%
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to
average net assets) would have been increased by the following amounts:		0.37%	^6,7		0.56%	⁷		0.67%	⁸		0.73%	⁹		1.82%	¹⁰		27.25%	^6,11,13

¹Commencement of operations.

³Calculated based on average shares outstanding during the periods.

⁴Less than ($0.01) per share.

⁶Annualized.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.59%.

⁸Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.57%.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.49%.

¹⁰Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.65%.

¹¹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The average expense ratio of the Underlying Series was 0.70%.

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

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.

Notes to Financial Statements

(unaudited)

1.	Organization

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

Strategic Income Conservative Series’ investment objective is to manage against capital risk and generate income with a secondary goal of pursuing long-term capital growth. Strategic Income Moderate Series’ investment objective is to manage against capital risk while generating income and pursuing long-term capital growth.

Each Series seeks to achieve its investment objective by investing in a combination of other Manning & Napier mutual funds (the “Underlying Series”). As of June 30, 2017, the Underlying Series include the Core Bond Series, Unconstrained Bond Series, Disciplined Value Series, High Yield Bond Series, Real Estate Series and Equity Income Series of the Fund for Strategic Income Conservative Series and Strategic Income Moderate Series. The financial statements of the Underlying Series, which are available at www.manning-napier.com, should be read in conjunction with the Series’ financial statements.

Each Series is authorized to issue two classes of shares (Class S and I). Each class of shares is substantially the same, except that Class S shares bear a shareholder services fee.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 100 million have been designated in each of the Series for Class S common stock and 100 million have been designated in each of the Series for Class I common stock.

2.	Significant Accounting Policies

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

Security Valuation

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

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

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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


	STRATEGIC INCOME CONSERVATIVE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	27,860,451	$	27,860,451	$	—	$	—

Total assets:	$	27,860,451	$	27,860,451	$	—	$	—


	STRATEGIC INCOME MODERATE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	31,546,950	$	31,546,950	$	—	$	—

Total assets:	$	31,546,950	$	31,546,950	$	—	$	—

There were no Level 2 or Level 3 securities held by either of the Series as of December 31, 2016 or June 30, 2017.

New Accounting Guidance

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.

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.

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

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 June 30, 2017, 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 December 31, 2013 through December 31, 2016. The Series are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

Other

3.	Transactions with Affiliates

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

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended and are reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. The Fund also has an Audit Committee Chair and Governance & Nominating Committee Chair, who each receive an additional annual stipend for each role.

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

The Advisor has contractually agreed, until at least April 30, 2018, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of each class’ shareholder services fee, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the Underlying Series. For the six months ended June 30, 2017, the Advisor reimbursed expenses of $56,680 for Strategic Income Conservative Series and $53,398 for Strategic Income Moderate Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

Pursuant to a master services agreement effective through February 28, 2017, the Fund paid 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 $45,400 per Strategic Income series. Transfer agent fees were 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, were charged. The Advisor had agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the annual fee related to fund accounting and administration of 0.00225% of average daily net assets with an annual base fee of $45,400 per Strategic Income series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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 June 30, 2017, purchases and sales of Underlying Series were as follows:


SERIES	PURCHASES		SALES
Strategic Income Conservative Series	$	7,225,735	$	2,045,153
Strategic Income Moderate Series	$	8,852,059	$	1,082,834

Notes to Financial Statements (continued)

(unaudited)

5.	Investments in Affiliated Issuers

A summary of the Series’ transactions in the shares of affiliated issuers during the six months ended June 30, 2017 is set forth below:


STRATEGIC INCOME CONSERVATIVE SERIES	VALUE AT 12/31/16		PURCHASE COST		SALES PROCEEDS		VALUE AT 6/30/17		SHARES HELD AT 6/30/17		DIVIDEND INCOME 1/1/17 THROUGH 6/30/17		NET REALIZED GAIN/(LOSS) 1/1/17 THROUGH 6/30/17
Manning & Napier Core Bond Series - Class I	$	11,553,580	$	3,757,382	$	1,063,480	$	14,417,584		1,456,322	$	109,283	$	(14,235	)
Manning & Napier Disciplined Value Series - Class I		2,608,434		867,088		245,418		3,425,115		216,642		27,605		(18,172	)
Manning & Napier Equity Income Series - Class I		2,400,759		794,831		224,967		3,073,606		269,378		23,319		26,309
Manning & Napier High Yield Bond Series - Class I		661,857		216,772		61,355		839,039		94,486		19,735		(4,514	)
Manning & Napier Real Estate Series - Class I		1,712,176		578,059		163,612		2,214,825		300,927		—		(43,028	)
Manning & Napier Unconstrained Bond Series - Class I		3,124,973		1,011,603		286,321		3,890,282		414,300		37,181		(6,293	)

	$	22,061,779	$	7,225,735	$	2,045,153	$	27,860,451			$	217,123	$	(59,933	)

Notes to Financial Statements (continued)

(unaudited)

5.	Investments in Affiliated Issuers (continued)


STRATEGIC INCOME MODERATE SERIES	VALUE AT 12/31/16		PURCHASE COST		SALES PROCEEDS		VALUE AT 6/30/17		SHARES HELD AT 6/30/17		DIVIDEND INCOME 1/1/17 THROUGH 6/30/17		NET REALIZED GAIN/(LOSS) 1/1/17 THROUGH 6/30/17
Manning & Napier Core Bond Series - Class I	$	7,847,955	$	3,009,700	$	368,164	$	10,614,954		1,072,218	$	81,550	$	(5,879	)
Manning & Napier Disciplined Value Series - Class I		4,968,804		1,947,453		238,223		7,095,606		448,805		58,119		(16,498	)
Manning & Napier Equity Income Series - Class I		4,762,488		1,858,932		227,395		6,626,782		580,787		49,983		5,931
Manning & Napier High Yield Bond Series - Class I		1,146,151		442,603		54,142		1,575,813		177,456		37,654		(1,436	)
Manning & Napier Real Estate Series - Class I		1,780,911		708,165		86,627		2,505,962		340,484		—		(26,650	)
Manning & Napier Unconstrained Bond Series - Class I		2,318,565		885,206		108,283		3,127,833		333,103		30,606		(2,327	)

	$	22,824,874	$	8,852,059	$	1,082,834	$	31,546,950			$	257,912	$	(46,859	)

Notes to Financial Statements (continued)

(unaudited)

6.	Capital Stock Transactions

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


STRATEGIC
INCOME	FOR THE SIX												FOR THE SIX
CONSERVATIVE	MONTHS ENDED						FOR THE YEAR ENDED						MONTHS ENDED					FOR THE YEAR ENDED
SERIES:	6/30/17						12/31/16						6/30/17					12/31/16

	CLASS S						CLASS S						CLASS I					CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES		AMOUNTS			SHARES			AMOUNTS
Sold		592,581		$	6,045,781			432,220		$	4,418,471			163,688	$	1,682,150			333,797		$	3,431,363
Reinvested		9,582			98,719			55,676			562,452			5,728		59,003			29,918			301,686
Repurchased		(230,464	)		(2,360,952	)		(396,511	)		(3,980,728	)		(34,030)		(348,492	)		(293,517	)		(2,973,070	)

Total		371,699		$	3,783,548			91,385		$	1,000,195			135,386	$	1,392,661			70,198		$	759,979


STRATEGIC
INCOME	FOR THE SIX												FOR THE SIX
MODERATE	MONTHS ENDED						FOR THE YEAR ENDED						MONTHS ENDED					FOR THE YEAR ENDED
SERIES:	6/30/17						12/31/16						6/30/17					12/31/16

	CLASS S						CLASS S						CLASS I					CLASS I
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES		AMOUNTS			SHARES			AMOUNTS
Sold		443,271		$	4,794,574			438,494		$	4,678,363			375,676	$	4,000,000			12,846		$	141,181
Reinvested		11,467			125,648			92,565			983,310			5,124		56,111			22,899			242,756
Repurchased		(102,095	)		(1,107,765	)		(288,012	)		(3,050,696	)		(10,249)		(111,583	)		(64,637	)		(688,201	)

Total		352,643		$	3,812,457			243,047		$	2,610,977			370,551	$	3,944,528			(28,892	)	$	(304,264	)

At June 30, 2017, approximately 6% of the shares outstanding of the Strategic Income Moderate Series are fiduciary accounts where the Advisor has sole investment discretion.

7.	Financial Instruments

The Underlying Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Underlying Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the Underlying Series to close out their position(s); and documentation risk relating to disagreement over contract terms. Unconstrained Bond Series held futures contracts and forward foreign currency exchange contracts at June 30, 2017.

8.	Federal Income Tax Information


	STRATEGIC INCOME CONSERVATIVE SERIES	STRATEGIC INCOME MODERATE SERIES
Ordinary income	$654,516	$733,206
Long-term capital gain	$226,936	$564,363

Notes to Financial Statements (continued)

(unaudited)

8.	Federal Income Tax Information (continued)

At June 30, 2017, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized appreciation (depreciation) were as follows:


	STRATEGIC INCOME CONSERVATIVE SERIES		STRATEGIC INCOME MODERATE SERIES
Cost for federal income tax purposes	$	28,211,398	$	31,452,726
Unrealized appreciation		—		308,237
Unrealized depreciation		(350,947)		(214,013)

Net unrealized appreciation (depreciation)	$	(350,947)	$	94,224

{This page intentionally left blank}

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

On the SEC’s web site

1-800-466-3863

http://www.sec.gov

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNSTI-6/17-SAR

LOGO

Global Fixed Income Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The Hypothetical lines of 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.


	BEGINNING ACCOUNT VALUE 1/1/17		ENDING ACCOUNT VALUE 6/30/17		EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17		ANNUALIZED EXPENSE RATIO
Class S
Actual		$1,000.00		$1,050.50		$4.32		0.85%
Hypothetical (5% return before expenses)		$1,000.00		$1,020.58		$4.26		0.85%
Class I
Actual		$1,000.00		$1,024.40		$3.51		0.70%
Hypothetical
(5% return before expenses)		$1,000.00		$1,021.32		$3.51		0.70%

Global Fixed Income Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO

Global Fixed Income Series

Investment Portfolio - June 30, 2017

(unaudited)



	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS - 23.1%

Non-Convertible Corporate Bonds - 23.1%
Consumer Discretionary - 1.8%
Auto Components - 0.2%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		A3		430,000	$	457,100

Household Durables - 0.7%
Brookfield Residential Properties, Inc. - Brookfield Residential US Corp. (Canada)³, 6.125%, 7/1/2022		B1		200,000		207,000
Century Communities, Inc. (United States)³, 5.875%, 7/15/2025		B3		95,000		94,525
Meritage Homes Corp. (United States)³, 5.125%, 6/6/2027		Ba2		90,000		90,113
NVR, Inc. (United States), 3.95%, 9/15/2022		Baa2		640,000		670,036
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc. (United States), 4.375%, 6/15/2019		Ba3		135,000		138,267
Weekley Homes LLC - Weekley Finance Corp. (United States), 6.00%, 2/1/2023		Caa1		115,000		111,838

						1,311,779

Media - 0.7%
Comcast Corp. (United States), 4.40%, 8/15/2035		A3		439,000		471,897
CSC Holdings, LLC (United States), 5.25%, 6/1/2024		B2		135,000		137,714
Sirius XM Radio, Inc. (United States)³, 5.375%, 4/15/2025		Ba3		175,000		180,906
UPCB Finance IV Ltd. (Netherlands)³, 5.375%, 1/15/2025		Ba3		200,000		209,250
VTR Finance B.V. (Chile)³, 6.875%, 1/15/2024		B1		200,000		212,000

						1,211,767

Multiline Retail - 0.2%
Dollar General Corp. (United States), 3.25%, 4/15/2023		Baa2		390,000		397,232


Total Consumer Discretionary						3,377,878

Consumer Staples - 1.2%
Beverages - 0.7%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		A3		610,000		945,119
PepsiCo, Inc. (United States), 3.10%, 7/17/2022		A1		370,000		383,413

						1,328,532

Food & Staples Retailing - 0.4%
C&S Group Enterprises LLC (United States)³, 5.375%, 7/15/2022		Ba3		180,000		177,300
CVS Health Corp. (United States), 3.50%, 7/20/2022		Baa1		560,000		580,755

						758,055

Household Products - 0.1%
First Quality Finance Co., Inc. (United States)³, 5.00%, 7/1/2025		B1		100,000		102,000

Total Consumer Staples						2,188,587

Energy - 3.2%
Energy Equipment & Services - 0.6%
McDermott International, Inc. (United States)³, 8.00%, 5/1/2021		B2		175,000		176,313
Schlumberger Holdings Corp. (United States)³, 3.625%, 12/21/2022		Baa1		760,000		790,742

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

Global Fixed Income Series

Investment Portfolio - June 30, 2017

(unaudited)



	CREDIT RATING¹ (UNAUDITED)				PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Energy Equipment & Services (continued)
Trinidad Drilling Ltd. (Canada)³, 6.625%, 2/15/2025		Caa1				135,000	$	128,250


								1,095,305

Oil, Gas & Consumable Fuels - 2.6%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		A1				760,000		780,192
Cheniere Corpus Christi Holdings, LLC (United States), 7.00%, 6/30/2024		Ba3				140,000		155,750
Chevron Corp. (United States), 1.79%, 11/16/2018		Aa2				390,000		391,194
Columbia Pipeline Group, Inc. (United States), 4.50%, 6/1/2025		Baa2				390,000		415,150
ConocoPhillips Co. (United States), 3.35%, 5/15/2025		Baa2				400,000		406,389
Continental Resources, Inc. (United States), 3.80%, 6/1/2024		Ba3				100,000		91,562
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		WR	⁴			135,000		132,975
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		Baa2				350,000		349,741
Enviva Partners LP - Enviva Partners Finance Corp. (United States)³, 8.50%, 11/1/2021		B2				165,000		176,138
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		WR	⁴			130,000		136,825
Hilcorp Energy I LP - Hilcorp Finance Co. (United States)³,5.75%, 10/1/2025		Ba2				180,000		169,650
Kinder Morgan Energy Partners LP (United States), 4.30%, 5/1/2024		Baa3				820,000		847,518
PBF Holding Co. LLC - PBF Finance Corp. (United States)³, 7.25%, 6/15/2025		B1				100,000		96,375
Petroleos Mexicanos (Mexico), 4.50%, 1/23/2026		Baa3				410,000		398,532
SemGroup Corp. (United States)³, 6.375%, 3/15/2025		B2				120,000		116,100
Southwestern Energy Co. (United States), 6.70%, 1/23/2025		B1				100,000		97,750
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp. (United States)³, 5.50%, 9/15/2024		B1				145,000		146,812


								4,908,653

Total Energy								6,003,958

Financials - 7.5%
Banks - 4.0%
Asian Development Bank (Supranational), 1.00%, 8/16/2019		Aaa				1,000,000		988,262
Banco Santander S.A. (Spain)⁵, 4.00%, 4/7/2020		Aa2		EUR		100,000		127,198
Banco Santander S.A. (Spain), 3.50%, 4/11/2022		Baa2				600,000		614,086
Bank of America Corp. (United States), 4.00%, 1/22/2025		Baa3				595,000		605,362
Barclays Bank plc (United Kingdom)³, 10.179%, 6/12/2021		Baa3				310,000		388,265
BNP Paribas Home Loan Covered Bonds S.A. (France)⁵, 3.75%, 4/20/2020		AAA	⁶	EUR		50,000		63,458
Citigroup, Inc. (United States), 3.875%, 3/26/2025		Baa3				800,000		804,944
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		Baa1				380,000		389,375
JPMorgan Chase & Co. (United States)⁷, 2.776%, 4/25/2023		A3				775,000		776,392

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

Global Fixed Income Series

Investment Portfolio - June 30, 2017

(unaudited)



	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		Baa2		787,000	$	815,944
Popular, Inc. (United States), 7.00%, 7/1/2019		B2		260,000		273,000
Royal Bank of Canada (Canada), 3.77%, 3/30/2018		Aaa CAD		1,995,000		1,566,493

						7,412,779

Capital Markets - 1.5%
The Goldman Sachs Group, Inc. (United States)⁷, 2.80%, 11/29/2023		A3		790,000		815,457
The Goldman Sachs Group, Inc. (United States), 4.25%, 10/21/2025		Baa2		390,000		403,127
Morgan Stanley (United States)⁷, 2.373%, 5/8/2024		A3		600,000		603,098
Morgan Stanley (United States), 5.00%, 11/24/2025		Baa2		550,000		598,102
TD Ameritrade Holding Corp. (United States), 2.95%, 4/1/2022		A3		380,000		388,852

						2,808,636

Consumer Finance - 0.1%
Navient Corp. (United States), 6.125%, 3/25/2024		Ba3		145,000		149,350

Diversified Financial Services - 0.7%
AerCap Ireland Capital Ltd. - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021		Baa3		765,000		811,654

Icahn Enterprises LP - Icahn Enterprises Finance Corp. (United States), 6.25%, 2/1/2022		Ba3		135,000		140,738
Jefferies Finance LLC - JFIN Co-Issuer Corp. (United States)³, 7.375%, 4/1/2020		B1		245,000		251,125
LPL Holdings, Inc. (United States)³, 5.75%, 9/15/2025		B2		85,000		88,400

						1,291,917

Insurance - 1.1%
American International Group, Inc. (United States), 4.125%, 2/15/2024		Baa1		570,000		601,807
Assured Guaranty US Holdings, Inc. (United States), 5.00%, 7/1/2024		Baa2		925,000		991,720
Prudential Financial, Inc. (United States)⁸, 5.875%, 9/15/2042		Baa2		370,000		412,254

						2,005,781

Thrifts & Mortgage Finance - 0.1%

Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp. (United States)³, 5.875%, 8/1/2021		Ba3		215,000		219,838

Total Financials						13,888,301

Health Care - 1.8%
Biotechnology - 0.3%

AbbVie, Inc. (United States), 1.80%, 5/14/2018		Baa2		390,000		390,492
AMAG Pharmaceuticals, Inc. (United States)³, 7.875%, 9/1/2023		Ba3		150,000		144,187

						534,679

Health Care Equipment & Supplies - 0.0%
Hill-Rom Holdings, Inc. (United States)³, 5.00%, 2/15/2025		B1		90,000		91,800

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

Global Fixed Income Series

Investment Portfolio - June 30, 2017

(unaudited)



	CREDIT RATING¹ (UNAUDITED)			PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Providers & Services - 1.4%
DaVita, Inc. (United States), 5.00%, 5/1/2025		Ba3			100,000	$	100,250
Express Scripts Holding Co. (United States), 3.50%, 6/15/2024		Baa2			375,000		378,275
FMC Finance VIII S.A. (Germany)^3,5, 6.50%, 9/15/2018		Baa3	EUR		1,540,000		1,893,281
LifePoint Health, Inc. (United States), 5.375%, 5/1/2024		Ba2			140,000		144,900

							2,516,706

Pharmaceuticals - 0.1%
Concordia International Corp. (Canada)³, 7.00%, 4/15/2023		Caa3			190,000		27,550
Mallinckrodt International Finance S.A. - Mallinckrodt CB LLC (United States)³, 5.625%, 10/15/2023		B1			155,000		141,438

							168,988

Total Health Care							3,312,173

Industrials - 1.9%
Aerospace & Defense - 0.1%

Arconic, Inc. (United States), 5.87%, 2/23/2022		Ba2			140,000		149,800

Airlines - 0.3%
Allegiant Travel Co. (United States), 5.50%, 7/15/2019		B1			145,000		150,438
American Airlines Group, Inc. (United States)³, 5.50%, 10/1/2019		B1			85,000		89,514
Southwest Airlines Co. (United States), 2.75%, 11/6/2019		A3			280,000		284,364
Southwest Airlines Co. (United States), 2.65%, 11/5/2020		A3			140,000		141,667

							665,983

Building Products - 0.1%

Airxcel, Inc. (United States)³, 8.50%, 2/15/2022		B2			135,000		142,087

Commercial Services & Supplies - 0.1%

Covanta Holding Corp. (United States), 5.875%, 7/1/2025		B1			140,000		135,800

Construction & Engineering - 0.3%
Fluor Corp. (United States), 3.50%, 12/15/2024		A3			380,000		394,180
Tutor Perini Corp. (United States)³, 6.875%, 5/1/2025		B1			135,000		142,088

							536,268

Industrial Conglomerates - 0.9%

General Electric Co. (United States)⁷, 1.551%, 5/5/2026		A1			855,000		839,473
Siemens Financieringsmaatschappij N.V. (Germany)³, 2.90%, 5/27/2022		A1			760,000		775,551

							1,615,024

Machinery - 0.1%

Meritor Inc. (United States), 6.25%, 2/15/2024		B2			135,000		140,738
Xerium Technologies, Inc. (United States), 9.50%, 8/15/2021		B2			100,000		106,250

							246,988

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

Global Fixed Income Series

Investment Portfolio - June 30, 2017

(unaudited)



	CREDIT RATING¹ (UNAUDITED)		PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Trading Companies & Distributors - 0.0%
International Lease Finance Corp. (United States), 6.25%, 5/15/2019		Baa3		95,000	$	101,895

Total Industrials						3,593,845

Information Technology - 1.3%
Internet Software & Services - 0.6%
Activision Blizzard, Inc. (United States), 3.40%, 6/15/2027		Baa2		760,000		757,413
Nuance Communications Inc. (United States)³, 5.625%, 12/15/2026		Ba3		135,000		144,113
VeriSign, Inc. (United States), 5.25%, 4/1/2025		Ba1		90,000		96,075

						997,601

IT Services - 0.5%
Automatic Data Processing, Inc. (United States), 2.25%, 9/15/2020		Aa3		380,000		384,700
Visa, Inc. (United States), 2.80%, 12/14/2022		A1		565,000		575,247

						959,947

Semiconductors & Semiconductor Equipment - 0.2%
QUALCOMM, Inc. (United States), 3.00%, 5/20/2022		A1		380,000		389,703

Total Information Technology						2,347,251

Materials - 2.1%
Chemicals - 0.5%
The Dow Chemical Co. (United States), 8.55%, 5/15/2019		Baa2		330,000		369,612
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)³, 8.375%, 12/1/2022		B3		115,000		119,313
NOVA Chemicals Corp. (Canada)³, 4.875%, 6/1/2024		Ba2		100,000		99,625
Solvay Finance America LLC (Belgium)³, 3.40%, 12/3/2020		Baa2		380,000		392,107

						980,657

Metals & Mining - 1.4%
Corp Nacional del Cobre de Chile (Chile)³, 4.50%, 9/16/2025		A3		896,000		954,141
Glencore Funding, LLC (Switzerland)³, 4.625%, 4/29/2024		Baa2		888,000		928,315
Kinross Gold Corp. (Canada), 5.125%, 9/1/2021		Ba1		75,000		79,875
Southern Copper Corp. (Peru), 3.875%, 4/23/2025		Baa2		461,000		472,638
Techniplas LLC (United States)³, 10.00%, 5/1/2020		Caa2		125,000		107,500

						2,542,469

Paper & Forest Products - 0.2%
Domtar Corp. (United States), 4.40%, 4/1/2022		Baa3		390,000		409,851

Total Materials						3,932,977

Real Estate - 0.7%
Equity Real Estate Investment Trusts (REITS) - 0.7%
American Tower Corp. (United States), 3.30%, 2/15/2021		Baa3		770,000		790,115
Crown Castle Towers LLC (United States)³, 6.113%, 1/15/2020		A2		270,000		290,275
Crown Castle Towers LLC (United States)³, 4.883%, 8/15/2020		A2		90,000		96,041

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

Global Fixed Income Series

Investment Portfolio - June 30, 2017

(unaudited)



		CREDIT RATING¹ (UNAUDITED)			PRINCIPAL AMOUNT²		VALUE (NOTE 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Crown Castle Towers LLC (United States)³, 3.222%, 5/15/2022			A2			150,000	$	153,651

Total Real Estate								1,330,082

Telecommunication Services - 1.4%
Diversified Telecommunication Services - 1.3%
AT&T, Inc. (United States), 5.20%, 3/15/2020	��		Baa1			715,000		768,291
CenturyLink, Inc. (United States), 7.50%, 4/1/2024			Ba3			90,000		98,550
Frontier Communications Corp. (United States), 11.00%, 9/15/2025			B2			135,000		125,213
Hughes Satellite Systems Corp. (United States), 5.25%, 8/1/2026			Ba2			185,000		193,325
Inmarsat Finance plc (United Kingdom)³, 4.875%, 5/15/2022			Ba2			260,000		263,900
Verizon Communications, Inc. (United States), 4.125%, 3/16/2027			Baa1			900,000		929,501

								2,378,780

Wireless Telecommunication Services - 0.1%
SBA Tower Trust (United States)³, 3.598%, 4/10/2018			Baa3			170,000		170,055

Total Telecommunication Services								2,548,835

Utilities - 0.2%
Independent Power and Renewable Electricity Producers - 0.2%
Atlantica Yield plc (Spain)³, 7.00%, 11/15/2019			B2			200,000		212,000
NRG Yield Operating LLC (United States), 5.00%, 9/15/2026			Ba2			80,000		81,400

Total Utilities								293,400

TOTAL CORPORATE BONDS
(Identified Cost $42,810,360)								42,817,287

ASSET-BACKED SECURITIES - 2.6%
BMW Vehicle Owner Trust, Series 2016-A, Class A3 (United States), 1.16%, 11/25/2020			Aaa			500,000		496,693
CarMax Auto Owner Trust, Series 2016-4, Class A2 (United States), 1.21%, 11/15/2019			Aaa			408,188		407,549
Chase Issuance Trust, Series 2015-A5, Class A5 (United States), 1.36%, 4/15/2020			AAA	⁶		500,000		499,570
Chesapeake Funding II LLC, Series 2017-2A, Class A1 (United States) ³, 1.99%, 5/15/2029			Aaa			250,000		249,772
GM Financial Automobile Leasing Trust, Series 2015-2, Class A3 (United States), 1.68%, 12/20/2018			Aaa			443,049		443,392
Home Partners of America Trust, Series 2016-1, Class A (United States)^3,7, 2.859%, 3/17/2033			Aaa			281,828		286,051
Honda Auto Receivables Owner Trust, Series 2016-4 , Class A2 (United States), 1.04%, 4/18/2019			AAA	⁶		459,342		458,543
Mercedes-Benz Auto Lease Trust, Series 2016-B, Class A3 (United States), 1.35%, 8/15/2019			Aaa			450,000		448,851

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

Global Fixed Income Series

Investment Portfolio - June 30, 2017

(unaudited)



	CREDIT RATING¹ (UNAUDITED)				PRINCIPAL AMOUNT²		VALUE (NOTE 2)

ASSET-BACKED SECURITIES (continued)

Navient Student Loan Trust, Series 2016-3A, Class A1 (United States)^3,7, 1.816%, 6/25/2065		AAA	⁶			265,991	$	266,505
SoFi Professional Loan Program LLC, Series 2017-C, Class A2A (United States)³, 1.75%, 7/25/2040		AAA	⁶			470,000		469,565
South Carolina Student Loan Corp., Series 2005, Class A3 (United States)⁷, 1.342%, 12/1/2023		Aaa				337,563		337,590
Tricon American Homes Trust, Series 2016-SFR1, Class A (United States)³, 2.589%, 11/17/2033		Aaa				400,000		395,609


TOTAL ASSET-BACKED SECURITIES
(Identified Cost $4,762,128)								4,759,690


COMMERCIAL MORTGAGE-BACKED SECURITIES - 1.3%

Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1⁷, 1.531%, 10/25/2021		Aaa				3,965,328		215,418
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K029, Class A2⁷, 3.32%, 2/25/2023		Aaa				860,000		902,952
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1⁷, 0.211%, 4/25/2023		Aaa				22,692,227		242,761
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1⁷, 1.546%, 10/25/2018		Aaa				5,702,366		90,935
New Residential Mortgage Loan Trust 2016-4A, Class A1 (United States)^3,7, 3.75%, 11/25/2056		AAA	⁶			217,197		223,764
New Residential Mortgage Loan Trust, Series 2015-2A, Class A1 (United States)^3,7, 3.75%, 8/25/2055		Aaa				168,515		173,872
SBA Small Business Investment Companies, Series 2015-10A, Class 1 (United States), 2.517%, 3/10/2025		Aaa				236,522		238,825
Towd Point Mortgage Trust, Series 2016-5, Class A1 (United States) ^3,7, 2.50%, 10/25/2056		Aaa				409,442		409,859


TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $2,324,379)								2,498,386


FOREIGN GOVERNMENT BONDS - 47.3%

Australia Government Bond (Australia), 4.50%, 4/15/2020		Aaa		AUD		600,000		493,263
Australia Government Bond (Australia), 3.25%, 4/21/2025		Aaa		AUD		1,700,000		1,375,703
Brazil Notas do Tesouro Nacional (Brazil), 10.00%, 1/1/2025		Ba2		BRL		1,500,000		442,275
Brazilian Government International Bond (Brazil), 4.25%, 1/7/2025		Ba2				600,000		589,500
Bundesrepublik Deutschland (Germany)⁵, 1.50%, 9/4/2022		Aaa		EUR		3,000,000		3,725,038
Bundesrepublik Deutschland (Germany)⁵, 1.00%, 8/15/2024		Aaa		EUR		2,525,000		3,069,083
Canada Housing Trust No. 1 (Canada)³, 4.10%, 12/15/2018		Aaa		CAD		2,485,000		1,996,911
Canadian Government Bond (Canada), 1.50%, 9/1/2017		Aaa		CAD		800,000		617,606
Canadian Government Bond (Canada), 2.75%, 6/1/2022		Aaa		CAD		2,500,000		2,050,046
Chile Government (Chile), 5.50%, 8/5/2020		Aa3		CLP		700,000,000		1,117,617
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020		Aa2				1,500,000		1,506,528
French Republic Government Bond OAT (France)⁵, 0.00%, 5/25/2022		Aa2		EUR		3,800,000		4,347,635

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

Global Fixed Income Series

Investment Portfolio - June 30, 2017

(unaudited)



	CREDIT RATING¹ (UNAUDITED)				PRINCIPAL AMOUNT²		VALUE (NOTE 2)

FOREIGN GOVERNMENT BONDS (continued)
French Republic Government Bond OAT (France)⁵, 0.25%, 11/25/2026		Aa2		EUR		3,800,000	$	4,144,602
Ireland Government Bond (Ireland)⁵, 0.80%, 3/15/2022		A3		EUR		2,000,000		2,368,732
Ireland Government Bond (Ireland)⁵, 3.90%, 3/20/2023		A3		EUR		750,000		1,036,231
Italy Buoni Poliennali Del Tesoro (Italy)⁵, 1.45%, 9/15/2022		Baa2		EUR		500,000		584,182
Italy Buoni Poliennali Del Tesoro (Italy), 1.50%, 6/1/2025		Baa2		EUR		975,000		1,089,928
Japan Government Two Year Bond (Japan)⁵, 0.10%, 10/15/2018		A1		JPY		150,000,000		1,337,244
The Korea Development Bank (South Korea), 1.375%, 9/12/2019		Aa2				2,200,000		2,158,848
Korea Treasury Bond (South Korea), 2.00%, 12/10/2017		WR	⁴	KRW		5,700,000,000		4,996,606
Mexican Government Bond (Mexico), 7.75%, 12/14/2017		A3		MXN		78,000,000		4,311,999
Mexican Government Bond (Mexico), 8.00%, 6/11/2020		A3		MXN		57,500,000		3,286,280
Mexican Government Bond (Mexico), 6.50%, 6/10/2021		A3		MXN		71,000,000		3,896,897
Mexican Government Bond (Mexico), 6.50%, 6/9/2022		A3		MXN		64,000,000		3,505,784
Mexican Government Bond (Mexico), 7.75%, 5/29/2031		A3		MXN		6,500,000		383,483
Singapore Government Bond (Singapore), 2.50%, 6/1/2019		Aaa		SGD		4,515,000		3,357,940
Spain Government Bond (Spain)^3,5, 4.00%, 4/30/2020		Baa2		EUR		2,740,000		3,495,498
Spain Government Bond (Spain)^3,5, 5.40%, 1/31/2023		Baa2		EUR		6,505,000		9,432,376
Spain Government Bond (Spain)^3,5, 1.60%, 4/30/2025		Baa2		EUR		3,700,000		4,376,830
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019		Aa1				2,000,000		1,975,356
United Kingdom Gilt (United Kingdom), 1.00%, 9/7/2017		Aa1		GBP		2,435,000		3,176,163
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018		Aa1		GBP		2,610,000		3,507,411
United Kingdom Gilt (United Kingdom), 1.75%, 9/7/2022		Aa1		GBP		2,800,000		3,847,019


TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $92,706,080)								87,600,614


U.S. TREASURY SECURITIES - 13.7%

U.S. Treasury Bonds - 5.1%
U.S. Treasury Bond, 6.25%, 5/15/2030						2,600,000		3,706,118
U.S. Treasury Bond, 4.75%, 2/15/2037						1,400,000		1,865,172
U.S. Treasury Bond, 2.50%, 2/15/2045						2,600,000		2,426,429
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042						1,412,206		1,343,625


Total U.S. Treasury Bonds
(Identified Cost $9,495,786)								9,341,344


U.S. Treasury Notes - 8.6%
U.S. Treasury Floating Rate Note⁷, 1.32%, 1/31/2018						2,930,000		2,935,022
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020						960,636		962,115
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023						1,318,903		1,306,845
U.S. Treasury Note, 0.75%, 4/15/2018						1,440,000		1,434,093
U.S. Treasury Note, 1.375%, 4/30/2020						5,160,000		5,136,821

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

Global Fixed Income Series

Investment Portfolio - June 30, 2017

(unaudited)

PRINCIPAL

AMOUNT ²/

VALUE

(NOTE 2)

U.S. TREASURY SECURITIES (continued)

U.S. Treasury Notes (continued)

U.S. Treasury Note, 1.75%, 4/30/2022

4,220,000

4,195,769

Total U.S. Treasury Notes

(Identified Cost $16,183,269)

15,970,665

TOTAL U.S. TREASURY SECURITIES

(Identified Cost $25,679,055)

25,312,009

U.S. GOVERNMENT AGENCIES - 7.4%

Mortgage-Backed Securities - 2.9%

Fannie Mae, Pool #MA1890, 4.00%, 5/1/2034

633,467

672,131

Fannie Mae, Pool #735500, 5.50%, 5/1/2035

709,851

795,134

Freddie Mac, Pool #Z50018, 3.50%, 7/1/2026

961,875

1,002,436

Freddie Mac, Pool #K92054, 4.00%, 10/1/2034

713,869

758,748

Freddie Mac, Pool #C91832, 3.50%, 6/1/2035

925,949

964,229

Freddie Mac, Pool #G08273, 5.50%, 6/1/2038

965,806

1,075,214

Total Mortgage-Backed Securities

(Identified Cost $5,178,261)

5,267,892

Other Agencies - 4.5%

Fannie Mae, 2.625%, 9/6/2024

6,979,000

7,160,231

Freddie Mac, 2.375%, 1/13/2022

1,218,000

1,243,563

Total Other Agencies

(Identified Cost $8,661,156)

8,403,794

TOTAL U.S. GOVERNMENT AGENCIES

(Identified Cost $13,839,417)

13,671,686

SHORT-TERM INVESTMENT - 2.9%

Dreyfus Government Cash Management⁹, 0.91%,

(Identified Cost $5,343,768)

5,343,768

5,343,768

TOTAL INVESTMENTS - 98.3%

(Identified Cost $187,465,187)

182,003,440

OTHER ASSETS, LESS LIABILITIES - 1.7%

3,210,807

NET ASSETS - 100%

185,214,247


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT JUNE 30, 2017¹⁰:
SETTLEMENT DATE	CONTRACTS TO DELIVER		IN EXCHANGE FOR		CONTRACTS AT VALUE		UNREALIZED APPRECIATION/ (DEPRECIATION)
10/17/2017		JPY 151,158,821		1,484,423	$	1,350,553	$	133,870
07/26/2017		EUR 17,450,000		19,507,181	$	19,958,854	$	(451,673	)

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

Global Fixed Income Series

Investment Portfolio - June 30, 2017

(unaudited)

AUD - Australian Dollar

BRL - Brazilian Real

CAD - Canadian Dollar

CLP - Chilean Peso

EUR - Euro

GBP - British Pound

JPY - Japanese Yen

KRW - South Korean Won

MXN - Mexican Peso

SGD - Singapore Dollar

¹Credit ratings from Moody’s (unaudited).

²Amount is stated in USD unless otherwise noted.

³Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $33,176,246 or 17.9% of the Series’ net assets as of June 30, 2017 (see Note 2 to the financial statements).

⁴Credit rating has been withdrawn. As of June 30, 2017, there is no rating available (unaudited).

⁵All or a portion of the security has been segregated on the Series’ books and records for open forward foreign currency exchange contracts.

⁶Credit ratings from S&P (unaudited).

⁷The coupon rate is floating and is the effective rate as of June 30, 2017.

⁸The rate shown is a fixed rate as of June 30, 2017; the rate becomes floating, based on LIBOR plus a spread, in September 2022.

⁹Rate shown is the current yield as of June 30, 2017.

¹⁰The counterparty for all forward foreign currency exchange contracts is the Bank of New York Mellon Corp.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United States 39.5%.

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

Global Fixed Income Series

Statement of Assets and Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments, at value (identified cost $187,465,187) (Note 2)	$	182,003,440
Foreign currency, at value (cost $2,100,035)		2,132,056
Unrealized appreciation on forward foreign currency exchange contracts (Note 2)		133,870
Interest receivable		1,138,864
Receivable for securities sold		690,585
Receivable for fund shares sold		60,904
Prepaid expenses		28,463


TOTAL ASSETS		186,188,182


LIABILITIES:

Accrued management fees (Note 3)		85,233
Accrued shareholder services fees (Class S) (Note 3)		22,037
Accrued fund accounting and administration fees (Note 3)		18,286
Accrued Directors’ fees (Note 3)		633
Accrued Chief Compliance Officer service fees (Note 3)		294
Unrealized depreciation on forward foreign currency exchange contracts (Note 2)		451,673
Payable for securities purchased		351,248
Payable for fund shares repurchased		4,225
Other payables and accrued expenses		40,306


TOTAL LIABILITIES		973,935


TOTAL NET ASSETS	$	185,214,247


NET ASSETS CONSIST OF:

Capital stock	$	193,582
Additional paid-in-capital		195,971,310
Undistributed net investment income		403,742
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(5,623,441	)
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		(5,730,946	)


TOTAL NET ASSETS	$	185,214,247


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($178,346,783/ 18,643,204 shares)	$	9.57


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($6,867,464/715,005 shares)	$	9.60

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

Global Fixed Income Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Interest	$	2,321,505
Dividends		5,780


Total Investment Income		2,327,285


EXPENSES:

Management fees (Note 3)		546,375
Shareholder services fees (Class S) (Note 3)		131,611
Fund accounting and administration fees (Note 3)		45,786
Directors’ fees (Note 3)		7,677
Chief Compliance Officer service fees (Note 3)		1,932
Transfer agent fees (Note 3)		3,891
Custodian fees		11,628
Miscellaneous		51,766


Total Expenses		800,666
Less reduction of expenses (Note 3)		(31,617	)


Net Expenses		769,049


NET INVESTMENT INCOME		1,558,236


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

Net realized gain (loss) on-
Investments		(77,852	)
Forward foreign currency exchange contracts		363,920
Foreign currency and translation of other assets and liabilities		(3,416,505	)


		(3,130,437	)


Net change in unrealized appreciation (depreciation) on-
Investments		10,875,288
Forward foreign currency exchange contracts		(488,409	)
Foreign currency and translation of other assets and liabilities		87,646


		10,474,525


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		7,344,088


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	8,902,324

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

Global Fixed Income Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	1,558,236		$	4,344,263
Net realized gain (loss) on investments and foreign currency		(3,130,437	)		(4,052,392	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		10,474,525			845,215


Net increase from operations		8,902,324			1,137,086


CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital share transactions (Note 5)		(9,660,572	)		(31,770,037	)


Net decrease in net assets		(758,248	)		(30,632,951	)

NET ASSETS:

Beginning of period		185,972,495			216,605,446


End of period (including undistributed net investment income of $403,742 and accumulated net investment loss of $1,154,494, respectively)	$	185,214,247		$	185,972,495

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

Global Fixed Income Series

Financial Highlights - Class S


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED									FOR THE PERIOD 4/1/13¹ TO 12/31/13
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			FOR THE PERIOD 4/1/13¹ TO 12/31/13
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$9.11			$9.11			$9.68			$9.92			$10.00


Income (loss) from investment operations:

Net investment income²		0.08			0.19			0.23			0.22			0.16

Net realized and unrealized gain (loss) on investments		0.38			(0.19	)		(0.77	)		(0.18	)		(0.16	)


Total from investment operations		0.46			—			(0.54	)		0.04			0.00


Less distributions to shareholders:

From net investment income		—			—			—	³		(0.24	)		(0.08	)

From net realized gain on investments		—			—			—			(0.04	)		—	³

From return of capital		—			—			(0.03	)		—			—



Total distributions to shareholders		—			—			(0.03	)		(0.28	)		(0.08	)


Net asset value - End of period		$9.57			$9.11			$9.11			$9.68			$9.92


Net assets - End of period (000’s omitted)		$178,347			$179,435			$144,233			$208,842			$196,860


Total return⁴		5.05%			0.00%			(5.68%	)		0.42%			0.07%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85%	⁵		0.85%			0.85%			0.85%			0.85%	⁵
Net investment income		1.71%	⁵		2.04%			2.43%			2.16%			2.16%	⁵
Portfolio turnover		15%			46%			54%			40%			51%

*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.04%	⁵		0.03%			0.02%			0.01%			0.00%	^5,6

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

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

⁵Annualized.

⁶Less than 0.01%.

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

Global Fixed Income Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED			FOR THE YEARS ENDED												FOR THE PERIOD 10/1/12¹ TO 12/31/12
	6/30/17 (UNAUDITED)			12/31/16			12/31/15			12/31/14			12/31/13			FOR THE PERIOD 10/1/12¹ TO 12/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$9.14			$9.13			$9.69			$9.93			$10.09			$10.00


Income (loss) from investment operations:

Net investment income²		0.09			0.23			0.24			0.23			0.23			0.04

Net realized and unrealized gain (loss) on investments		0.37			(0.22	)		(0.77	)		(0.17	)		(0.26	)		0.05


Total from investment operations		0.46			0.01			(0.53	)		0.06			(0.03	)		0.09


Less distributions to shareholders:

From net investment income		—			—			—	³		(0.26	)		(0.13	)		—	³

From net realized gain on investments		—			—			—			(0.04	)		—	³		—	³

From return of capital		—			—			(0.03	)		—			—			—


Total distributions to shareholders		—			—			(0.03	)		(0.30	)		(0.13	)		—	³


Net asset value - End of period		$9.60			$9.14			$9.13			$9.69			$9.93			$10.09


Net assets - End of period (000’s omitted)		$6,867			$6,537			$72,372			$46,875			$35,190			$5,106


Total return⁴		5.03%			0.11%			(5.45%	)		0.57%			(0.32%	)		0.95%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70%	⁵		0.70%			0.70%			0.70%			0.70%			0.70%	⁵
Net investment income		1.86%	⁵		2.43%			2.56%			2.31%			2.32%			1.60%	⁵
Portfolio turnover		15%			46%			54%			40%			51%			4%

*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.04%	⁵		0.03%			0.02%			0.02%			0.11%			4.08%	⁵

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

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

⁵Annualized.

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

Global Fixed Income Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ investment objective is to provide long-term total return by investing principally in fixed income securities of issuers located anywhere in the world.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same except the Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 100 million have been designated as Global Fixed Income Series Class S common stock, and 100 million designated as Global Fixed Income Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)

comparable in coupon, rating, maturity and industry and/or expectation of future cash flows. As a result of trading in relatively thin markets and/or markets that experience significant volatility, the prices used by the Series to value these securities may differ from the value that would be realized if these securities were sold, and the differences could be material.

The following is a summary of the valuation levels used for major security types as of June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Debt securities:
U.S. Treasury and other U.S.
Government agencies	$	38,983,695	$	—	$	38,983,695	$	—
Corporate debt:
Consumer Discretionary		3,377,878		—		3,377,878		—
Consumer Staples		2,188,587		—		2,188,587		—
Energy		6,003,958		—		6,003,958		—
Financials		13,888,301		—		13,888,301		—
Health Care		3,312,173		—		3,312,173		—
Industrials		3,593,845		—		3,593,845		—
Information Technology		2,347,251		—		2,347,251		—
Materials		3,932,977		—		3,932,977		—
Real Estate		1,330,082		—		1,330,082		—
Telecommunication Services		2,548,835		—		2,548,835		—
Utilities		293,400		—		293,400		—
Asset-backed securities		4,759,690		—		4,759,690		—
Commercial mortgage-backed securities		902,952		—		902,952		—
Commercial mortgage-backed securities		1,595,434		—		1,595,434		—
Foreign government bonds		87,600,614		—		87,600,614		—
Mutual funds		5,343,768		5,343,768		—		—
Other financial instruments*:
Foreign currency exchange contracts		133,870		—		133,870		—

Total assets	$	182,137,310	$	5,343,768	$	176,793,542	$	—

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Valuation (continued)


DESCRIPTION	TOTAL			LEVEL 1		LEVEL 2			LEVEL 3
Liabilities:
Other financial instruments*:
Foreign currency exchange contracts	$	(451,673	)	$	—	$	(451,673	)	$	—
Total liabilities		(451,673	)		—		(451,673	)		—
Total	$	181,685,637		$	5,343,768	$	176,341,869		$	—

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

*Other financial instruments are forwards (Level 2). Forwards are valued at the unrealized appreciation (depreciation) on the instrument.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Forward Foreign Currency Exchange Contracts

The following table presents the effect of the derivative instruments on the Statement of Operations at June 30, 2017:


STATEMENT OF ASSETS AND LIABILITIES
Derivative	Assets Location
Forward foreign currency exchange contracts	Unrealized appreciation on forward foreign currency exchange contracts	$	133,870

Derivative	Liabilities Location
Forward foreign currency exchange contracts	Unrealized depreciation on forward foreign currency exchange contracts	$	(451,673	)


STATEMENT OF OPERATIONS
Derivative	Location of Gain (Loss) on Derivatives	Realized Gain (Loss) on Derivatives
Forward foreign currency exchange contracts	Net realized gain (loss) on forward foreign currency exchange contracts	$	363,920

Derivative	Location of Appreciation (Depreciation) on Derivatives	Unrealized Appreciation (Depreciation) on Derivatives
Forward foreign currency exchange contracts	Net change in unrealized appreciation (depreciation) on forward foreign currency exchange contracts	$	(488,409	)

Inflation-Indexed Bonds

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Securities Purchased on a When-Issued Basis or Forward Commitment

Restricted Securities

Illiquid Securities

Federal Taxes

Foreign Taxes

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Taxes (continued)

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

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

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

The Class S shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.15% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 2018, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of Class S’s shareholder services fee, at no more than 0.70% of average daily net assets each year. Accordingly, the Advisor waived fees of $31,617 for the six months ended June 30, 2017, 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.

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

During the six months ended June 30, 2017, a trade processing error was discovered for which it was determined that the Advisor will reimburse the Series $11,761. The impact of the Advisor’s contribution on the Series’ total return was immaterial. As of June 30, 2017, the respective amount is included in the capital shares transactions on the Statement of Changes in Net Assets.

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 June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $25,629,096 and $31,067,089, respectively. Purchases and sales of U.S. Government securities, other than short-term securities, were $903,795 and $4,392,368, respectively.

5.	Capital Stock Transactions

Transactions in shares of Class S and I shares of Global Fixed Income Series were:


CLASS S	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		931,584		$	8,778,304			7,433,655		$	71,004,493
Reinvested		—			—			—			—
Repurchased		(1,978,177	)		(18,439,312	)		(3,576,360	)		(33,552,496)
Total		(1,046,593	)	$	(9,661,008	)		3,857,295		$	37,451,997

Global Fixed Income Series

Notes to Financial Statements (continued)

(unaudited)

5.	Capital Stock Transactions (continued)


CLASS I	FOR THE SIX MONTHS ENDED 6/30/17				FOR THE YEAR ENDED 12/31/16
	SHARES		AMOUNT		SHARES			AMOUNT
Sold		—	$	436		153,229		$	1,443,412
Reinvested		—		—		—			—
Repurchased		—		—		(7,366,148	)		(70,665,446	)

Total		—	$	436		(7,212,919	)	$	(69,222,034	)

Over 90% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

6.	Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. At June 30, 2017, the Series invested in forward foreign currency exchange contracts (foreign currency exchange risk).

7.	Foreign Securities

8.	Federal Income Tax Information

The final determination of the tax character of current year distributions will be made at the conclusion of the fiscal year. There were no distributions paid for the year ended December 31, 2016.

At June 30, 2017, the identified cost for federal income tax purposes, the resulting gross unrealized appreciation and depreciation, and the net unrealized depreciation were as follows:


Cost for federal income tax purposes	$	187,475,477
Unrealized appreciation		3,464,144
Unrealized depreciation		(8,936,181	)

Net unrealized depreciation	$	(5,472,037	)

As of December 31, 2016, the Series had net short-term capital loss carryforwards of $897,115 and net long-term capital loss carryforwards of $1,583,760, which may be carried forward indefinitely.

Global Fixed Income Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNGFI-6/17-SAR

LOGO

Equity Income Series

Shareholder Expense Example

(unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2017 to June 30, 2017).

Actual Expenses

Hypothetical Example for Comparison Purposes


	BEGINNING ACCOUNT VALUE 1/1/17	ENDING ACCOUNT VALUE 6/30/17	EXPENSES PAID DURING PERIOD* 1/1/17-6/30/17	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,048.00	$4.82	0.95%
Hypothetical
(5% return before expenses)	$1,000.00	$1,020.08	$4.76	0.95%
Class I
Actual	$1,000.00	$1,048.00	$3.81	0.75%
Hypothetical
(5% return before expenses)	$1,000.00	$1,021.08	$3.76	0.75%

Equity Income Series

Portfolio Composition as of June 30, 2017

(unaudited)

LOGO

Equity Income Series

Investment Portfolio - June 30, 2017

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS - 96.2%

Consumer Discretionary - 7.3%
Multiline Retail - 2.0%
Dollar General Corp		22,175	$	1,598,596

Specialty Retail - 4.0%
Dick’s Sporting Goods, Inc		20,915		833,045
L Brands, Inc		15,460		833,139
O’Reilly Automotive, Inc.*		3,305		722,936
Staples, Inc		83,560		841,449

				3,230,569

Textiles, Apparel & Luxury Goods - 1.3%
NIKE, Inc. - Class B		17,880		1,054,920

Total Consumer Discretionary				5,884,085

Consumer Staples - 4.3%
Beverages - 1.8%
Diageo plc (United Kingdom)¹		48,350		1,428,836

Food Products - 2.5%
Campbell Soup Co		23,210		1,210,401
J&J Snack Foods Corp		6,250		825,438

				2,035,839

Total Consumer Staples				3,464,675

Energy - 12.8%
Oil, Gas & Consumable Fuels - 12.8%
BP plc - ADR (United Kingdom)		50,610		1,753,636
Chevron Corp		16,380		1,708,925
ConocoPhillips		32,150		1,413,314
Exxon Mobil Corp		31,890		2,574,480
Hess Corp		36,390		1,596,429
Royal Dutch Shell plc - Class B - ADR (Netherlands)		13,890		756,033
TOTAL S.A. (France)¹		10,920		542,147

Total Energy				10,344,964

Financials - 16.9%
Banks - 13.9%
Bank of America Corp		86,120		2,089,271
BankUnited, Inc		11,395		384,125
Citigroup, Inc		31,300		2,093,344
Fifth Third Bancorp		16,260		422,110
Huntington Bancshares, Inc		29,815		403,099
JPMorgan Chase & Co		23,285		2,128,249
KeyCorp		43,475		814,722
The PNC Financial Services Group, Inc		3,265		407,700
Regions Financial Corp		27,475		402,234
SunTrust Banks, Inc		7,005		397,324

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

Equity Income Series

Investment Portfolio - June 30, 2017

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Financials (continued)
Banks (continued)
Wells Fargo & Co		30,110	$	1,668,395

				11,210,573

Capital Markets - 1.5%
Apollo Investment Corp		40,390		258,092
Ares Capital Corp		17,580		287,960
Fifth Street Finance Corp		43,240		210,146
Medley Capital Corp		31,730		202,755
PennantPark Investment Corp		31,590		233,450

				1,192,403

Insurance - 1.5%
Principal Financial Group, Inc		19,540		1,251,928

Total Financials				13,654,904

Health Care - 11.7%
Pharmaceuticals - 11.7%
Bristol-Myers Squibb Co		20,930		1,166,220
Eli Lilly & Co		14,275		1,174,832
GlaxoSmithKline plc (United Kingdom)¹		38,845		826,908
Johnson & Johnson		15,465		2,045,865
Merck & Co., Inc		6,030		386,463
Novartis AG - ADR (Switzerland)		10,190		850,559
Perrigo Co. plc		11,380		859,417
Roche Holding AG (Switzerland)¹		4,905		1,253,301
Sanofi (France)¹		9,140		875,796

Total Health Care				9,439,361

Industrials - 9.5%
Building Products - 1.2%
Allegion plc		11,680		947,482

Commercial Services & Supplies - 1.0%
Covanta Holding Corp		62,950		830,940

Industrial Conglomerates - 3.0%
3M Co		4,410		918,118
General Electric Co		53,710		1,450,707

				2,368,825

Machinery - 1.0%
Flowserve Corp		17,920		832,026

Professional Services - 1.5%
Nielsen Holdings plc		31,290		1,209,671

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

Equity Income Series

Investment Portfolio - June 30, 2017

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Industrials (continued)
Road & Rail - 1.8%
Kansas City Southern		14,130	$	1,478,704

Total Industrials				7,667,648

Information Technology - 8.9%
IT Services - 1.0%
Broadridge Financial Solutions, Inc		10,470		791,113

Semiconductors & Semiconductor Equipment - 3.4%
Intel Corp		33,195		1,119,999
Skyworks Solutions, Inc		17,185		1,648,901

				2,768,900

Software - 2.6%
Microsoft Corp		30,120		2,076,172

Technology Hardware, Storage & Peripherals - 1.9%
Apple, Inc		10,975		1,580,619

Total Information Technology				7,216,804

Materials - 11.5%
Chemicals - 6.7%
Akzo Nobel N.V. (Netherlands)¹		9,510		827,073
Ashland Global Holdings, Inc		16,085		1,060,162
The Dow Chemical Co		10,240		645,837
E.I. du Pont de Nemours & Co		7,950		641,644
FMC Corp		12,855		939,058
RPM International, Inc		23,200		1,265,560

				5,379,334

Containers & Packaging - 4.8%
Graphic Packaging Holding Co		100,675		1,387,302
Sealed Air Corp		26,325		1,178,307
Sonoco Products Co		25,990		1,336,406

				3,902,015

Total Materials				9,281,349

Real Estate - 11.0%
Equity Real Estate Investment Trusts (REITS) - 11.0%
CatchMark Timber Trust, Inc. - Class A		62,970		715,969
Colony NorthStar, Inc. - Class A		45,845		645,956
Community Healthcare Trust, Inc		25,090		642,053
CoreCivic, Inc		20,770		572,837
Crown Castle International Corp		7,570		758,363
CubeSmart		12,960		311,558
DDR Corp		43,710		396,450
Digital Realty Trust, Inc		4,140		467,613

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

Equity Income Series

Investment Portfolio - June 30, 2017

(unaudited)


	SHARES		VALUE (NOTE 2)

COMMON STOCKS (continued)

Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Equinix, Inc		1,120	$	480,659
Global Medical REIT, Inc		46,715		417,632
Lamar Advertising Co. - Class A		5,145		378,518
Outfront Media, Inc		32,694		755,885
STORE Capital Corp		15,200		341,240
Weyerhaeuser Co		60,760		2,035,460

Total Real Estate				8,920,193

Utilities - 2.3%
Electric Utilities - 1.3%
Eversource Energy		11,050		670,846
Exelon Corp		11,800		425,626

				1,096,472

Multi-Utilities - 1.0%
CMS Energy Corp		16,780		776,075

Total Utilities				1,872,547

TOTAL COMMON STOCKS (Identified Cost $71,431,841)				77,746,530

MUTUAL FUNDS - 2.4%
iShares Core Dividend Growth ETF		31,465		985,484
Schwab U.S. Dividend Equity ETF		21,611		974,656

TOTAL MUTUAL FUNDS (Identified Cost $1,962,906)				1,960,140

SHORT-TERM INVESTMENT - 0.9%
Dreyfus Government Cash Management², 0.91%
(Identified Cost $692,340)		692,340		692,340

TOTAL INVESTMENTS - 99.5% (Identified Cost $74,087,087)				80,399,010
OTHER ASSETS, LESS LIABILITIES - 0.5%				414,157

NET ASSETS - 100%			$	80,813,167

ADR - American Depositary Receipt

ETF - Exchange-Traded Fund

*Non-income producing security.

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

²Rate shown is the current yield as of June 30, 2017.

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

Equity Income Series

Statement of Assets & Liabilities

June 30, 2017 (unaudited)


ASSETS:

Investments, at value (identified cost $74,087,087) (Note 2)	$	80,399,010
Receivable for fund shares sold		338,658
Dividends receivable		142,123
Foreign tax reclaims receivable		15,520
Prepaid expenses		15,911


TOTAL ASSETS		80,911,222


LIABILITIES:

Accrued management fees (Note 3)		40,666
Accrued fund accounting and administration fees (Note 3)		7,926
Accrued shareholder services fees (Class S) (Note 3)		4,226
Accrued Chief Compliance Officer service fees (Note 3)		310
Accrued Directors’ fees (Note 3)		194
Payable for fund shares repurchased		22,172
Audit fees payable		18,021
Other payables and accrued expenses		4,540


TOTAL LIABILITIES		98,055


TOTAL NET ASSETS	$	80,813,167


NET ASSETS CONSIST OF:

Capital stock	$	70,826
Additional paid-in-capital		72,953,980
Undistributed net investment income		283,090
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		1,192,770
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		6,312,501


TOTAL NET ASSETS	$	80,813,167


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($25,689,819/2,252,173 shares)	$	11.41


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($55,123,348/4,830,429 shares)	$	11.41

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

Equity Income Series

Statement of Operations

For the Six Months Ended June 30, 2017 (unaudited)


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $19,356)	$	1,183,507


EXPENSES:

Management fees (Note 3)		253,442
Shareholder services fees (Class S)(Note 3)		25,245
Fund accounting and administration fees (Note 3)		24,378
Directors’ fees (Note 3)		2,023
Chief Compliance Officer service fees (Note 3)		1,933
Transfer agent fees (Note 3)		817
Audit fees		17,971
Custodian fees		2,775
Miscellaneous		18,052


Total Expenses		346,636
Less reduction of expenses (Note 3)		(28,958	)


Net Expenses		317,678


NET INVESTMENT INCOME		865,829


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

Net realized gain (loss) on-
Investments		1,481,560
Options written		11,319
Foreign currency and translation of other assets and liabilities		686


		1,493,565


Net change in unrealized appreciation (depreciation) on-
Investments		1,303,135
Foreign currency and translation of other assets and liabilities		720

		1,303,855


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		2,797,420


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,663,249

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

Equity Income Series

Statements of Changes in Net Assets


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)				FOR THE YEAR ENDED 12/31/16
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income		$	865,829		$	1,601,559
Net realized gain (loss) on investments and foreign currency			1,493,565			1,755,932
Net change in unrealized appreciation (depreciation) on investments and foreign currency			1,303,855			7,052,229


Net increase from operations			3,663,249			10,409,720


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)			(171,834	)		(555,471	)
From net investment income (Class I)			(410,906	)		(1,159,261	)
From net realized gain on investments (Class S)			—			(940,505	)
From net realized gain on investments (Class I)			—			(1,811,653	)


Total distributions to shareholders			(582,740	)		(4,466,890	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share transactions (Note 5)			2,977,050			(7,534,033	)


Net increase (decrease) in net assets			6,057,559			(1,591,203	)

NET ASSETS:

Beginning of period			74,755,608			76,346,811


End of period (including undistributed net investment income of $283,090 and $0, respectively)		$	80,813,167		$	74,755,608

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

Equity Income Series

Financial Highlights - Class S


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEARS ENDED
				FOR THE YEARS ENDED
				12/31/16			12/31/15			12/31/14*
				12/31/16			12/31/15			12/31/14*
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$10.96			$10.13			$10.78			$10.00


Income (loss) from investment operations:
Net investment income¹		0.12			0.22			0.20			0.29	²
Net realized and unrealized gain (loss) on investments		0.41			1.27			(0.54	)		0.86


Total from investment operations		0.53			1.49			(0.34	)		1.15


Less distributions to shareholders:
From net investment income		(0.08	)		(0.24	)		(0.22	)		(0.23	)
From net realized gain on investments		—			(0.42	)		(0.09	)		(0.14	)


Total distributions to shareholders		(0.08	)		(0.66	)		(0.31	)		(0.37	)


Net asset value - End of period		$11.41			$10.96			$10.13			$10.78


Net assets - End of period (000’s omitted)		$25,690			$25,592			$24,584			$24,178


Total return³		4.80%			14.82%			(3.20%	)		11.63%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.95%	⁴		0.95%			0.95%			0.95%
Net investment income		2.07%	⁴		2.04%			1.92%			2.68%	²
Portfolio turnover		30%			45%			58%			55%
**The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amount:

		0.07%	⁴		0.10%			0.12%			0.33%

*Commencement of operations was December 31, 2013.

¹Calculated 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.

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

Equity Income Series

Financial Highlights - Class I


	FOR THE SIX MONTHS ENDED 6/30/17 (UNAUDITED)			FOR THE YEARS ENDED
				FOR THE YEARS ENDED
				12/31/16			12/31/15			12/31/14*
				12/31/16			12/31/15			12/31/14*
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period		$10.97			$10.13			$10.78			$10.00

Income (loss) from investment operations:
Net investment income¹		0.13			0.24			0.23			0.30²
Net realized and unrealized gain (loss) on investments		0.40			1.29			(0.55	)		0.87


Total from investment operations		0.53			1.53			(0.32	)		1.17

Less distributions to shareholders:
From net investment income		(0.09	)		(0.27	)		(0.24	)		(0.25	)
From net realized gain on investments		—			(0.42	)		(0.09	)		(0.14	)


Total distributions to shareholders		(0.09	)		(0.69	)		(0.33	)		(0.39	)


Net asset value - End of period		$11.41			$10.97			$10.13			$10.78

Net assets - End of period (000’s omitted)		$55,123			$49,164			$51,763			$38,506

Total return³		4.80%			15.13%			(3.00%)			11.79%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.75%⁴			0.75%			0.75%			0.75%
Net investment income		2.29%⁴			2.22%			2.16%			2.82%²
Portfolio turnover		30%			45%			58%			55%
**The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amount:
		0.07%	⁴		0.10%			0.11%			0.30%

*Commencement of operations was December 31, 2013.

¹Calculated based on average shares outstanding during the periods.

²Reflects a special dividend paid out during the period by two of the Series’ holdings. Had the Series not received the special dividends, the net investment income per share would have been $0.24 and the net investment income ratio would have been 2.19%.

³Represents aggregate total return for the 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.

Equity Income Series

Notes to Financial Statements

(unaudited)

1.	Organization

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

The Series’ primary investment objectives are to provide current income and income growth, and it has a secondary goal of providing long-term capital appreciation.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of June 30, 2017, 10.6 billion shares have been designated in total among 39 series, of which 100 million have been designated as Equity Income Series Class S common stock, and 100 million have been designated as Equity Income Series Class I common stock.

2.	Significant Accounting Policies

Security Valuation

Equity Income 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 June 30, 2017 in valuing the Series’ assets or liabilities carried at fair value:


DESCRIPTION	��	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary		$	5,884,085	$	5,884,085	$	—	$	—
Consumer Staples			3,464,675		2,035,839		1,428,836		—
Energy			10,344,964		9,802,817		542,147		—
Financials			13,654,904		13,654,904		—		—
Health Care			9,439,361		6,483,356		2,956,005		—
Industrials			7,667,648		7,667,648		—		—
Information Technology			7,216,804		7,216,804		—		—
Materials			9,281,349		8,454,276		827,073		—
Real Estate			8,920,193		8,920,193		—		—
Utilities			1,872,547		1,872,547		—		—
Mutual funds			2,652,480		2,652,480		—		—

Total assets		$	80,399,010	$	74,644,949	$	5,754,061	$	—

There were no Level 3 securities held by the Series as of December 31, 2016 or June 30, 2017.

New Accounting Guidance

Security Transactions, Investment Income and Expenses

Equity Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Foreign Currency Translation

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

Option Contracts

The Series may write (sell) or buy call or put options on securities and other financial instruments. When the Series writes a call, the Series gives the purchaser the right to buy the underlying security from the Series at the price specified in the option contract (the “exercise price”) at any time during the option period. When the Series writes a put option, the Series gives the purchaser the right to sell to the Series the underlying security at the exercise price at any time during the option period. The Series will only write options on a “covered basis.” This means that the Series will own the underlying security when the Series writes a call or the Series will put aside cash, U.S. Government securities, or other liquid assets in an amount not less than the exercise price at all times the put option is outstanding.

When the Series writes an option, an amount equal to the premium received is reflected as a liability and is subsequently marked-to-market to reflect the current market value of the option. The Series, as a writer of an option, has no control over whether the underlying security or financial instrument may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the security or financial instrument underlying the written option. There is a risk that the Series may not be able to enter into a closing transaction because of an illiquid market.

The Series may also purchase options in an attempt to hedge against fluctuations in the value of its portfolio and to protect against declines in the value of the securities. The premium paid by the Series for the purchase of an option is reflected as an investment and subsequently marked-to-market to reflect the current market value of the option. The risk associated with purchasing options is limited to the premium paid.

When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or the Series enters into a closing transaction), the Series realizes a gain or loss on the option to the extent of the premium received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received).

The measurement of the risks associated with option contracts is meaningful only when all related and offsetting transactions are considered. The counterparty for the Series’ written options contracts outstanding during the six months ended June 30, 2017 is Pershing LLC, a BNY Mellon Company. No such investments were held by the Series on December 31, 2016.

Equity Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Option Contracts (continued)

The following table presents the present value of derivatives held during the six months ended June 30, 2017 as reflected on the Statement of Assets and Liabilities, and the effect of the derivative instruments on the Statement of Operations:

The following table presents the effect of the derivative instruments on the Statement of Operations at June 30, 2017:

The average month-end balances for the six months ended June 30, 2017 of outstanding derivative financial instruments were as follows:



Options:
Average number of option contracts written		476
Average notional value of option contracts written		$1,123,600

Written Option Rollforward

Transactions in options written for the six months ended June 30, 2017, were as follows:


	CALLS
	CONTRACTS			PREMIUMS RECEIVED
Outstanding options, beginning of period		—		$	—
Options written		1,249			37,620
Options exercised		(288	)		(9,831	)
Options expired		(721	)		(19,057	)
Options closed		(240	)		(8,732	)

Outstanding options, end of period		—		$	—

Federal Taxes

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended December 31, 2013 and the years ended December 31, 2014 through December 31, 2016. 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.

Equity Income Series

Notes to Financial Statements (continued)

(unaudited)

2.	Significant Accounting Policies (continued)

Foreign Taxes

Distributions of Income and Gains

Indemnifications

Other

3.	Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.65% of the Series’ average daily net assets.

The Class S shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least April 30, 2018, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series exclusive of each share class’ shareholder services fee, at no more than 0.75% of average daily net assets. Accordingly, the Advisor waived fees of $28,958 for the six months ended June 30, 2017, 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.

Equity Income Series

Notes to Financial Statements (continued)

(unaudited)

3.	Transactions with Affiliates (continued)

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

4.	Purchases and Sales of Securities

For the six months ended June 30, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $25,114,593 and $22,955,015 respectively. There were no purchases or sales of U.S. Government securities.

5.	Capital Stock Transactions

Transactions in shares of Class S and Class I of Equity Income Series were:


CLASS S	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		90,962		$	1,029,504			304,339		$	3,345,644
Reinvested		14,510			165,848			133,815			1,465,125
Repurchased		(187,394	)		(2,107,198	)		(530,215	)		(5,668,381	)

Total		(81,922	)	$	(911,846	)		(92,061	)	$	(857,612	)


CLASS I	FOR THE SIX MONTHS ENDED 6/30/17						FOR THE YEAR ENDED 12/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		817,103		$	9,218,355			546,620		$	5,917,094
Reinvested		25,057			286,657			215,532			2,362,129
Repurchased		(494,388	)		(5,616,116	)		(1,387,360	)		(14,955,644	)

Total		347,772		$	3,888,896			(625,208	)	$	(6,676,421	)

Approximately 86% of the shares outstanding are fiduciary accounts where the Advisor has sole investment discretion.

Equity Income Series

Notes to Financial Statements (continued)

(unaudited)

6.	Financial Instruments

7.	Foreign Securities

8.	Federal Income Tax Information


Ordinary income	$	2,248,126
Long-term capital gains	$	2,218,764

At June 30, 2017, the identified cost 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	$	74,400,867
Unrealized appreciation		8,890,228
Unrealized depreciation		(2,892,085	)

Net unrealized appreciation	$	5,998,143

Equity Income Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNEIN-6/17-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/ Michele T. Mosca

Michele T. Mosca

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

Date: August 10, 2017

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/ Michele T. Mosca

Michele T. Mosca

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

Date: August 10, 2017

/s/ Christine Glavin

Christine Glavin

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

Date: August 10, 2017

1-800-466-3863

On the Securities and Exchange

Commission’s (SEC) web site

http://www.sec.gov