Manning & Napier Find, Inc.

N-CSR 1 dncsr.htm MANNING & NAPIER FIND, INC. Manning & Napier Find, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-04087

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices)(Zip Code)

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

(Name and address of agent for service)

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

Date of fiscal year end: October 31, 2010

Date of reporting period: November 1, 2009 through October 31, 2010

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

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

ITEM 1.

REPORTS TO STOCKHOLDERS.

LOGO


		EQUITY SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

The twelve months ending October 31, 2010 were characterized by well-defined swings in investor sentiment. Optimism fueled strong market returns during the fourth quarter of 2009 and through much of the first quarter of 2010, as positive economic releases led investors to believe in the potential for a robust U.S. recovery. However, more negative economic releases into May and June of 2010, coupled with sovereign debt concerns in Europe, led to a dramatic swing in sentiment during the second quarter, with stock markets suffering notable losses. While volatility remained during the third quarter of 2010, September was a particularly strong month, which helped push market indexes into positive territory on a calendar year-to-date basis.

Despite several ups and downs over the past year, the markets made choppy progress, aided by the rally that began in September. For the twelve months ended October 2010, the S&P 500 Index gained 16.53%, while the Russell 3000 earned 18.34%.

Over the current stock market cycle, which includes the bull market in stocks from October 2002 until November 2007 and the current bear market, the Equity Series continues to provide competitive absolute and relative results for long-term investors. With an annualized return of 9.72% over the current cycle, the Equity Series has outpaced the Russell 3000’s annualized return of 7.49%. While the Equity Series posted a double-digit 15.29% return for the year ending October 31, 2010, it trailed the Russell 3000 benchmark over the last twelve months.

While the Equity Series outperformed at the end of 2009, a bias toward quality and a lower exposure to economically sensitive stocks led the Series to lag behind market returns in early 2010 as investors were overly excited about a recovery. The subsequent market correction during the second quarter affected all equities, without discriminating between high-quality companies and lower quality ones. As a result, short-term swings hurt the Equity Series’ performance. The Series rebounded with the market rally in the third quarter but did not surpass the Russell 3000 benchmark for the year. Nonetheless, Manning & Napier has always been an investment manager that seeks to provide positive returns over full market cycles, which the Equity Series continues to deliver. In this pursuit of long-term gains, we realize that short-term comparisons may be difficult at times.

Over the last twelve months, the Equity Series had a relative overweight as compared to the benchmark in the Information Technology and Health Care sectors, as our analysts found quality companies with attractive growth potential in these areas. This higher allocation had a varied impact on the Series’ performance over the past year, yet specific stock selections within the Information Technology and Health Care sectors contributed to positive relative returns more recently during the third quarter. Meanwhile, the Equity Series had a low exposure to Financials relative to the benchmark because regulatory uncertainty and macroeconomic challenges such as indebted consumers, persistently high unemployment, a fragile housing market, and continued loan losses prevented many financial services companies from meeting the requirements of our investment strategies. This underweight to Financials aided returns relative to the benchmark during the past year, with the exception of the market rally in early 2010.

While the markets were volatile over the past twelve months, the outlook for the U.S. economy did not change materially over the past year. Despite swings in positive and negative sentiment, Manning & Napier continues to see a slow growth environment as the economy works through extensive consumer and government debt levels. In such an environment, we are focused on company-specific opportunities that can prosper. Specifically, we are seeking leading companies that can grow and gain market share despite a sluggish economy, particularly multinational businesses that may benefit from exposure to faster-growing foreign markets. Using our active stock selection strategies, we are also seeking opportunities in certain cyclical industries that have a tight relationship between supply and demand.

Management Discussion and Analysis (unaudited)

In this macroeconomic reality of slow growth, a focus on company and industry fundamentals remains important for identifying quality investment opportunities. Through our disciplined investment strategies, Manning & Napier continues to pursue specific areas of the market that are presenting opportunities, particularly winning companies that have favorable growth prospects. Such an active and flexible approach has been at the core of our investment process since Manning & Napier’s inception 40 years ago.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc.

Performance Update as of October 31, 2010 (unaudited)

Average Annual Total Returns
As of October 31, 2010

One
Year

Five
Year

Ten
Year

Since
Inception¹

Manning & Napier Fund, Inc. - Equity Series^2,3

15.29

3.84

4.55

6.50

Russell 3000^® Index⁴

18.34

2.08

0.62

2.74

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Equity Series for the ten years ended October 31, 2010 to the Russell 3000^® Index.

LOGO

¹	Performance numbers for the Series and Index are calculated from May 1, 1998, the Collective’s inception date (see Note 3 below).

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 1.05%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.07% for the year ended October 31, 2010.

For periods prior to the inception of the Series on July 10, 2002, the performance figures reflect the performance of the Exeter Trust Company Group Trust for Employee Benefit Plans - All-Equity Collective Investment Trust (the “Collective”), which was managed by the Advisor and reorganized into the Series. The Collective was not open to the public generally, or registered under the Investment Company Act of 1940 (the “1940 Act”), or subject to certain restrictions that are imposed by the 1940 Act. If the Collective had been registered under the 1940 Act, performance may have been adversely affected. Because the fees of the Collective were lower than the Series’ fees, historical performance would have been lower if the Collective had been subject to the same fees.

⁴

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

Shareholder Expense Example (unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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


	Beginning Account Value 5/1/10		Ending Account Value 10/31/10		Expenses Paid During Period* 5/1/10-10/31/10
Actual	$	1,000.00	$	983.00	$	5.25
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.91	$	5.35

Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.05%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

Portfolio Composition as of October 31, 2010 (unaudited)

LOGO

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS - 92.7%

Consumer Discretionary - 15.3%
Hotels, Restaurants & Leisure - 1.5%
Carnival Corp.		541,870	$	23,392,528

Media - 7.7%
Discovery Communications, Inc. - Class A*		503,520		22,462,027
Time Warner, Inc.		1,200,430		39,025,979
The Walt Disney Co.		718,870		25,958,396
The Washington Post Co. - Class B		84,460		33,965,589

				121,411,991

Multiline Retail - 2.8%
Kohl’s Corp.*		536,940		27,491,328
Nordstrom, Inc.		440,260		16,954,412

				44,445,740

Specialty Retail - 3.3%
Dick’s Sporting Goods, Inc.*		549,140		15,826,215
The Home Depot, Inc.		631,550		19,502,264
The Sherwin-Williams Co.		243,200		17,746,304

				53,074,783

Total Consumer Discretionary				242,325,042

Consumer Staples - 9.5%
Beverages - 3.1%
The Coca-Cola Co.		391,550		24,009,846
PepsiCo, Inc.		382,950		25,006,635

				49,016,481

Food & Staples Retailing - 3.5%
The Kroger Co.		863,890		19,005,580
Safeway, Inc.		879,350		20,137,115
Walgreen Co.		455,180		15,421,499

				54,564,194

Food Products - 2.9%
General Mills, Inc.		306,320		11,499,253
H.J. Heinz Co.		297,460		14,608,260
Kellogg Co.		249,600		12,544,896
Kraft Foods, Inc. - Class A		247,310		7,980,694

				46,633,103

Total Consumer Staples				150,213,778

Energy - 7.2%
Energy Equipment & Services - 4.3%
Baker Hughes, Inc.		844,850		39,141,900


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

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Energy (continued)
Energy Equipment & Services (continued)
Weatherford International Ltd. (Switzerland)*		1,710,960	$	28,761,238

				67,903,138

Oil, Gas & Consumable Fuels - 2.9%
Hess Corp.		715,410		45,092,292

Total Energy				112,995,430

Financials - 10.9%
Capital Markets - 6.8%
The Bank of New York Mellon Corp.¹		1,630,390		40,857,573
The Charles Schwab Corp.		3,096,780		47,690,412
Northern Trust Corp.		397,750		19,740,333

				108,288,318

Consumer Finance - 2.2%
American Express Co.		841,030		34,869,104

Insurance - 1.9%
The Progressive Corp.		1,399,770		29,619,133

Total Financials				172,776,555

Health Care - 11.7%
Health Care Equipment & Supplies - 8.5%
Alere, Inc.*		1,414,130		41,787,542
Becton, Dickinson and Co.		476,720		36,001,894
Boston Scientific Corp.*		3,826,380		24,412,304
Gen-Probe, Inc.*		655,900		31,765,237

				133,966,977

Health Care Technology - 2.0%
Cerner Corp.*		372,230		32,692,961

Life Sciences Tools & Services - 1.2%
Thermo Fisher Scientific, Inc.*		359,920		18,507,087

Total Health Care				185,167,025

Industrials - 13.2%
Aerospace & Defense - 1.6%
The Boeing Co.		351,310		24,816,538

Air Freight & Logistics - 3.7%
FedEx Corp.		266,010		23,334,397
United Parcel Service, Inc. - Class B		519,660		34,993,905

				58,328,302

Airlines - 1.7%
Southwest Airlines Co.		1,935,730		26,635,645


		The accompanying notes are an integral part of the financial statements.		7

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Commercial Services & Supplies - 1.2%
Waste Management, Inc.		538,350	$	19,229,862

Construction & Engineering - 1.2%
Quanta Services, Inc.*		979,270		19,252,448

Machinery - 1.6%
Pall Corp.		587,800		25,081,426

Professional Services - 1.0%
Manpower, Inc.		286,200		15,663,726

Road & Rail - 1.2%
Norfolk Southern Corp.		314,290		19,325,692

Total Industrials				208,333,639

Information Technology - 18.5%
Communications Equipment - 4.8%
Cisco Systems, Inc.*		1,558,130		35,572,108
Juniper Networks, Inc.*		438,100		14,190,059
QUALCOMM, Inc.		559,450		25,247,978

				75,010,145

Computers & Peripherals - 1.2%
EMC Corp.*		895,230		18,808,782

Electronic Equipment, Instruments & Components - 0.5%
Amphenol Corp. - Class A		152,490		7,644,324

Internet Software & Services - 3.5%
Google, Inc. - Class A*		90,110		55,236,529

IT Services - 6.9%
Automatic Data Processing, Inc.		576,140		25,592,139
MasterCard, Inc. - Class A		110,800		26,598,648
Visa, Inc. - Class A		331,670		25,926,644
The Western Union Co.		1,731,490		30,474,224

				108,591,655

Software - 1.6%
Autodesk, Inc.*		718,970		26,012,335

Total Information Technology				291,303,770

Materials - 6.4%
Chemicals - 3.4%
Monsanto Co.		895,420		53,205,856

Construction Materials - 1.7%
Eagle Materials, Inc.		121,017		2,839,059
Martin Marietta Materials, Inc.		146,240		11,769,395


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

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Materials (continued)
Construction Materials (continued)
Vulcan Materials Co.		327,940	$	11,973,090

				26,581,544

Containers & Packaging - 1.3%
Owens-Illinois, Inc.*		745,040		20,883,471

Total Materials				100,670,871

TOTAL COMMON STOCKS (Identified Cost $1,292,779,438)				1,463,786,110


SHORT-TERM INVESTMENTS - 7.8%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.16% (Identified Cost $122,681,901)		122,681,901		122,681,901

TOTAL INVESTMENTS - 100.5% (Identified Cost $1,415,461,339)				1,586,468,011
LIABILITIES, LESS OTHER ASSETS - (0.5%)				(7,145,367	)

NET ASSETS - 100%			$	1,579,322,644

*	Non-income producing security

¹	The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

²	Rate shown is the current yield as of October 31, 2010.


		The accompanying notes are an integral part of the financial statements.		9

Statement of Assets and Liabilities

October 31, 2010


ASSETS:

Investments, at value (identified cost $1,415,461,339) (Note 2)	$	1,586,468,011
Receivable for securities sold		8,142,532
Receivable for fund shares sold		3,253,984
Dividends receivable		633,599


TOTAL ASSETS		1,598,498,126


LIABILITIES:

Accrued management fees (Note 3)		1,279,092
Accrued transfer agent fees (Note 3)		93,686
Accrued fund accounting and administration fees (Note 3)		49,949
Accrued Chief Compliance Officer service fees (Note 3)		247
Payable for securities purchased		17,204,454
Payable for fund shares repurchased		427,946
Other payables and accrued expenses		120,108


TOTAL LIABILITIES		19,175,482


TOTAL NET ASSETS	$	1,579,322,644


NET ASSETS CONSIST OF:

Capital stock	$	882,007
Additional paid-in-capital		1,434,343,574
Undistributed net investment income		1,887,468
Accumulated net realized loss on investments		(28,797,077	)
Net unrealized appreciation on investments		171,006,672


TOTAL NET ASSETS	$	1,579,322,644


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,579,322,644/88,200,735 shares)	$	17.91


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

Statement of Operations

For the Year Ended October 31, 2010


INVESTMENT INCOME:

Dividends	$	15,658,446
Interest		4,961


Total Investment Income		15,663,407


EXPENSES:

Management fees (Note 3)		12,867,548
Transfer agent fees (Note 3)		374,441
Fund accounting and administration fees (Note 3)		202,745
Directors’ fees (Note 3)		21,651
Chief Compliance Officer service fees (Note 3)		2,724
Custodian fees		69,700
Miscellaneous		263,533


Total Expenses		13,802,342
Less reduction of expenses (Note 3)		(291,417	)


Net Expenses		13,510,925


NET INVESTMENT INCOME		2,152,482


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments		68,753,804
Net change in unrealized appreciation on investments		106,441,527


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS		175,195,331


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	177,347,813


		The accompanying notes are an integral part of the financial statements.		11

Statements of Changes in Net Assets


	For the Year Ended 10/31/10			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	2,152,482		$	1,741,459
Net realized gain (loss) on investments		68,753,804			(59,388,937	)
Net change in unrealized appreciation (depreciation) on investments		106,441,527			195,678,137


Net increase from operations		177,347,813			138,030,659


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(1,082,233	)		(2,526,440	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		400,013,978			365,955,855


Net increase in net assets		576,279,558			501,460,074

NET ASSETS:

Beginning of year		1,003,043,086			501,583,012


End of year (including undistributed net investment income of $1,887,468 and $814,741, respectively)	$	1,579,322,644		$	1,003,043,086


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

Financial Highlights


	For the Years Ended
	10/31/10			10/31/09			10/31/08			10/31/07			10/31/06
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	15.55		$	13.34		$	21.43		$	19.19		$	17.24

Income (loss) from investment operations:
Net investment income		0.03	¹		0.04	¹		0.07			0.06			0.04
Net realized and unrealized gain (loss) on investments		2.35			2.24			(7.35	)		2.65			3.25

Total from investment operations		2.38			2.28			(7.28	)		2.71			3.29

Less distributions to shareholders:
From net investment income		(0.02	)		(0.07	)		(0.07	)		(0.05	)		—
From net realized gain on investments		—			—			(0.74	)		(0.42	)		(1.34	)

Total distributions to shareholders		(0.02	)		(0.07	)		(0.81	)		(0.47	)		(1.34	)

Net asset value - End of year	$	17.91		$	15.55		$	13.34		$	21.43		$	19.19

Net assets - End of year (000’s omitted)	$	1,579,323		$	1,003,043		$	501,583		$	191,026		$	8,310

Total return²		15.29	%		17.23	%		(35.09	%)		14.37	%		20.36	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%
Net investment income		0.17	%		0.26	%		0.56	%		0.45	%		0.35	%
Portfolio turnover		56	%		50	%		63	%		44	%		55	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees, and other fees in some years and in some years 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 been increased by the following amount:

		0.02	%		0.06	%		0.06	%		0.11	%		1.24	%

¹	Calculated based on average shares outstanding during the year.

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


		The accompanying notes are an integral part of the financial statements.		13

Notes to Financial Statements

1.	ORGANIZATION

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

The Series’ investment objective is to provide long-term growth of capital, primarily through investments in U.S. common stocks.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2010, 6.2 billion shares have been designated in total among 29 series, of which 200 million have been designated as Equity Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Portfolio securities, including domestic equities, listed on an exchange other than the NASDAQ National Market System 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 National Market System are valued in accordance with the NASDAQ Official Closing Price.

Short-term investments that mature in sixty days or less are valued at amortized cost, which approximates market 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.

Various inputs are used in determining the value of the Series’ assets or liabilities carried at market 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). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 2010 in valuing the Series’ assets or liabilities carried at market value:


Description	Total		Level 1		Level 2		Level 3
Assets:
Equity securities*	$	1,463,786,110	$	1,463,786,110	$	—	$	—
Preferred securities		—		—		—		—
Debt securities		—		—		—		—
Mutual funds		122,681,901		122,681,901		—		—
Other financial instruments**:		—		—		—		—

Total assets:		1,586,468,011		1,586,468,011		—		—

Liabilities:
Other financial instruments**:		—		—		—		—

Total Liabilities:		—		—		—		—

Total	$	1,586,468,011	$	1,586,468,011	$	—	$	—

*	Includes common stock, warrants and rights. Please see the Investment Portfolio for industry classification.

**	Other financial instruments are derivative instruments not reflected in the Investment Portfolio, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of October 31, 2010, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2009 or October 31, 2010.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no significant transfers between Level 1 and Level 2 during the year ended October 31, 2010.

Additional disclosure surrounding the activity in Level 3 fair value measurement will also be effective for fiscal years beginning after December 15, 2010. Management has concluded that this will not have a material impact on the Series’ financial statements.

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

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

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

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2010, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2007 through October 31, 2010. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Additionally, based on the Fund’s understanding of the tax rules and rates related to income, gains and transactions for foreign jurisdictions in which it invests, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3.	TRANSACTIONS WITH AFFILIATES

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

Notes to Financial Statements

3.	TRANSACTIONS WITH AFFILIATES (continued)

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 for each active series of the Fund plus a fee for each committee meeting attended.

The Advisor has contractually agreed, until at least February 28, 2011, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 1.05% of average daily net assets each year. Accordingly, the Advisor waived fees of $290,658 for the year ended October 31, 2010, which is included as a reduction of expenses on the Statement of Operations. The Advisor voluntarily waived additional fees of $759 for the year ended October 31, 2010, which is also included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

For fund accounting and transfer agent services through November 7, 2009, the Fund paid the Advisor an annual fee of 0.055% of the Fund’s average daily net assets up to $4.5 billion, 0.03% of the Fund’s average daily net assets between $4.5 billion and $7.5 billion, and 0.02% of the Fund’s average daily net assets over $7.5 billion. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, were charged. Prior to October 12, 2009 (for sub-accountant) and November 9, 2009 (for sub-transfer agent), the Advisor had an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer agent.

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing (“PNCGIS”) under which PNCGIS serves as sub-accountant services agent and sub-transfer agent, respectively. Effective November 7, 2009 under the amended master services agreement, the Fund pays the Advisor an annual fee related to Fund Accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per Series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction-, cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

Effective July 1, 2010, PNCGIS, which serves as the Series’ sub-accountant services agent and sub-transfer agent, was sold to The Bank of New York Mellon Corporation, the Series’ custodian. At the close of the sale, PNCGIS changed its name to BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”).

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

4.	PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2010, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,015,979,296 and $683,982,759, respectively. There were no purchases or sales of U.S. Government securities.

Notes to Financial Statements

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Equity Series were:


	For the Year Ended 10/31/10						For the Year Ended 10/31/09
	Shares			Amount			Shares			Amount
Sold		41,139,303		$	693,732,694			45,553,334		$	605,942,070
Reinvested		26,609			443,305			81,554			954,994
Repurchased		(17,450,351	)		(294,162,021	)		(18,762,919	)		(240,941,209	)

Total		23,715,561		$	400,013,978			26,871,969		$	365,955,855

At October 31, 2010, the retirement plan of the Advisor and its affiliates owned 190,301 shares of the Series (0.2% of shares outstanding) valued at $3,408,296.

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 and 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 derivatives counterparties’ failure to perform under contract terms, liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s) and documentation risk relating to disagreement over contract terms. No such investments were held by the Series on October 31, 2010.

7.	FOREIGN SECURITIES

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

8.	FEDERAL INCOME TAX INFORMATION

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

Notes to Financial Statements

8.	FEDERAL INCOME TAX INFORMATION (continued)

The tax character of distributions paid were as follows:


	For the Year Ended 10/31/10		For the Year Ended 10/31/09
Ordinary income	$	1,082,233	$	2,526,440

At October 31, 2010, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	1,426,866,971
Unrealized appreciation	$	194,351,494
Unrealized depreciation		(34,750,454	)

Net unrealized appreciation	$	159,601,040

Undistributed ordinary income		1,887,468
Capital loss carryover		17,391,445

The capital loss carryover, disclosed above, available to the extent allowed by tax law to offset future net capital gain, if any, will expire on October 31, 2017.

The capital loss carryover utilized in the current year was $62,116,175.

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Equity Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2010, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

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New York, New York

December 21, 2010

Supplemental Tax Information (unaudited)

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

For federal income tax purposes, the Series designates for the current fiscal year $1,082,233 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

For corporate shareholders, the percentage of investment income (dividend income plus short-term gains, if any) that qualifies for the dividends received deduction for the current fiscal year is 99.85%.

Directors’ and Officers’ Information (unaudited)

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

INTERESTED DIRECTOR/OFFICER


Name:		B. Reuben Auspitz*
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Executive Group Member**; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, Inc. President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

INDEPENDENT DIRECTORS
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		70
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		The Ashley Group (1995-2008)
		Genesee Corporation (1987-2007)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		72
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit) New York Collegium (non-profit) Boston Early Music Festival (non-profit)

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)


Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994;
		Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		64
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present)
		ViroPharma, Inc. (2000-present)
		HLTH Corp. (2000-present)
		Cheyne Capital International (2000-present)
		MPM Bio-equities (2000-present)
		GMP Companies (2000-present)
		HoustonPharma (2000-present)

Name:		Richard M. Hurwitz
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:		Chief Executive Officer, Pictometry International Corp. since August 2010 (provider of georeferenced, aerial image libraries and related software) Managing Partner (2006-July 2010) - Aegis Investment Partners, LLC (investments); Founder and Managing Partner (2004-2005) - Village Markets, LLC (groceries)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Pictometry International Corp. (2000-2010)
		Pioneering Technologies (2006-2009)
		Vensearch Capital Corp. (2003-2007)

Directors’ and Officers’ Information (unaudited)

OFFICERS


Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002, Executive
		Group Member** since 2003, - Manning & Napier Advisors, Inc.
		Holds one or more of the following titles for various subsidiaries and
		affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Beth Galusha
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Assistant Chief Financial Officer
Term of Office¹& Length of Time Served:		Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer and Treasurer, Manning & Napier Advisors, Inc.
		Holds one or more of the following titles for various affiliates: Chief Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Fund Reporting Manager, Manning & Napier Advisors, Inc. since 1997
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		42
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering
		Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, Inc. and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

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

**	Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

Effective June 2010, The Executive Group serves as an advisory board to the Chief Executive Officer.

¹	The term of office for President, Vice President, Chief Financial Officer, Assistant Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

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 30th is available, without charge, upon request:


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

Quarterly Portfolio Holdings

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


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

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

Prospectus and Statement of Additional Information (SAI)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


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

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNEQY-10/10-AR

LOGO


				TAX MANAGED SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Despite several ups and downs over the past year, the markets made choppy progress, aided by the rally that began in September. For the twelve months ended October, 2010, the S&P 500 Index gained 16.53%, while the Russell 3000 earned 18.34%. Similar to domestic equities, international stocks experienced pronounced fluctuations over the last year. After climbing considerably the last two months, the Morgan Stanley Capital International (MSCI) All Country World ex U.S. (ACWI x US) was up 12.62% the past year through October.

Over the current stock market cycle, which includes the bull market in stocks from October 2002 until November 2007 and the current bear market, the Tax Managed Series continues to provide competitive absolute and relative results for long-term investors. With an annualized return of 9.35% over the current full cycle, the Series has outpaced its blended benchmark’s annualized return of 8.53%. While the Tax Managed Series posted a double-digit return of 17.50% for the year ending October 31, 2010, it trailed the Russell 3000 benchmark over the last twelve months.

While the Tax Managed Series outperformed at the end of 2009, a bias toward quality and a lower exposure to economically sensitive stocks led the Series to lag behind market returns in early 2010 as investors were overly excited about a recovery. The subsequent market correction during the second quarter affected all equities, without discriminating between high-quality companies and lower quality ones. As a result, short-term swings hurt the Series’ performance. However, the Tax Managed Series rebounded with the market rally in the third quarter.

Throughout the last twelve months, the Series had a relative overweight as compared to the benchmark in the Information Technology and Health Care sectors, as our analysts found quality companies with attractive growth potential in these areas. This higher allocation had a varied impact on the Series’ performance over the past year, yet specific stock selections within the Information Technology and Health Care sectors contributed to positive relative returns more recently during the third quarter. Meanwhile, the Tax Managed Series had a low exposure to Financials relative to the benchmark because regulatory uncertainty and macroeconomic challenges such as indebted consumers, persistently high unemployment, a fragile housing market, and continued loan losses prevented many financial services companies from meeting the requirements of our investment strategies. This underweight to Financials aided returns relative to the benchmark during the past year, with the exception of the market rally in early 2010.

Management Discussion and Analysis (unaudited)

identifying quality investment opportunities. Through our disciplined investment strategies, Manning & Napier continues to pursue specific areas of the market that are presenting opportunities, particularly winning companies that have favorable growth prospects. Such an active and flexible approach has been at the core of our investment process since Manning & Napier’s inception 40 years ago.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc.

Performance Update as of October 31, 2010 (unaudited)

Average Annual Total Returns
As of October 31, 2010

One
Year

Five
Year

Ten
Year

Since
Inception¹

Manning & Napier Fund, Inc. - Tax Managed Series

Returns Before Taxes^2,4

17.50

4.58

4.18

8.90

Returns After Taxes on Distributions^3,4

17.47

3.83

3.66

8.46

Returns After Taxes on Distributions and Sale of Series Shares^3,4

11.41

3.87

3.54

7.94

Russell 3000^® Index⁵

18.34

2.08

0.62

6.92

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Tax Managed Series (returns before taxes) for the ten years ended October 31, 2010 to the Russell 3000^® Index.

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

Returns before taxes do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 1.20%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.34% for the year ended October 31, 2010.

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

⁴	The Series’ performance is historical and may not be indicative of future results.

⁵

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 (May 1, 2010 to October 31, 2010).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 5/1/10		Ending Account Value 10/31/10		Expenses Paid During Period* 5/1/10-10/31/10
Actual	$	1,000.00	$	1,013.40	$	6.09
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.16	$	6.11

Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.20%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

Portfolio Composition as of October 31, 2010 (unaudited)

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Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS - 96.6%

Consumer Discretionary - 12.5%
Automobiles - 1.0%
Bayerische Motoren Werke AG (BMW) (Germany)¹		6,760	$	484,505

Media - 9.4%
Discovery Communications, Inc. - Class A*		13,240		590,636
Liberty Global, Inc. - Class A*		9,860		372,609
Mediaset S.p.A. (Italy)¹		35,930		265,279
Reed Elsevier plc (United Kingdom)¹		52,560		450,932
Time Warner, Inc.		22,170		720,747
Virgin Media, Inc. (United Kingdom)		16,000		406,880
The Walt Disney Co.		17,460		630,481
The Washington Post Co. - Class B		2,020		812,343

				4,249,907

Specialty Retail - 2.1%
Dick’s Sporting Goods, Inc.*		17,310		498,874
The Sherwin-Williams Co.		6,150		448,766

				947,640

Total Consumer Discretionary				5,682,052

Consumer Staples - 9.6%
Beverages - 2.6%
The Coca-Cola Co.		10,250		628,530
PepsiCo, Inc.		8,530		557,009

				1,185,539

Food & Staples Retailing - 2.2%
The Kroger Co.		21,500		473,000
Safeway, Inc.		21,810		499,449

				972,449

Food Products - 4.8%
General Mills, Inc.		12,180		457,237
Kellogg Co.		5,900		296,534
Nestle S.A. (Switzerland)¹		14,170		776,154
Unilever plc - ADR (United Kingdom)		21,980		637,860

				2,167,785

Total Consumer Staples				4,325,773

Energy - 8.7%
Energy Equipment & Services - 4.5%
Baker Hughes, Inc.		15,320		709,776
Schlumberger Ltd.		10,550		737,340
Weatherford International Ltd. (Switzerland)*		34,540		580,617

				2,027,733


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

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels - 4.2%
Cameco Corp. (Canada)		24,210	$	749,542
Hess Corp.		18,580		1,171,097

				1,920,639

Total Energy				3,948,372

Financials - 11.9%
Capital Markets - 6.2%
The Bank of New York Mellon Corp.²		42,210		1,057,782
The Charles Schwab Corp.		81,610		1,256,794
Northern Trust Corp.		10,260		509,204

				2,823,780

Commercial Banks - 1.0%
HSBC Holdings plc (United Kingdom)¹		44,630		464,496

Consumer Finance - 2.0%
American Express Co.		21,800		903,828

Diversified Financial Services - 1.1%
Deutsche Boerse AG (Germany)¹		7,240		509,325

Insurance - 1.6%
The Progressive Corp.		33,300		704,628

Total Financials				5,406,057

Health Care - 10.7%
Biotechnology - 0.4%
Genzyme Corp.*		2,440		175,997

Health Care Equipment & Supplies - 6.8%
Alere, Inc.*		30,070		888,568
Becton, Dickinson and Co.		12,890		973,453
Boston Scientific Corp.*		112,510		717,814
Gen-Probe, Inc.*		10,300		498,829

				3,078,664

Health Care Technology - 1.7%
Cerner Corp.*		8,680		762,365

Life Sciences Tools & Services - 1.8%
Lonza Group AG (Switzerland)¹		2,960		259,126
Thermo Fisher Scientific, Inc.*		10,740		552,251

				811,377

Total Health Care				4,828,403

Industrials - 16.7%
Aerospace & Defense - 1.3%
The Boeing Co.		8,230		581,367


		The accompanying notes are an integral part of the financial statements.		7

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Air Freight & Logistics - 3.4%
FedEx Corp.		7,040	$	617,549
United Parcel Service, Inc. - Class B		13,600		915,824

				1,533,373

Airlines - 2.8%
Ryanair Holdings plc - ADR (Ireland)		16,750		546,553
Southwest Airlines Co.		51,340		706,438

				1,252,991

Commercial Services & Supplies - 1.2%
Waste Management, Inc.		14,730		526,156

Construction & Engineering - 1.1%
Quanta Services, Inc.*		25,910		509,390

Machinery - 1.5%
Pall Corp.		15,660		668,212

Professional Services - 4.3%
Adecco S.A. (Switzerland)¹		12,320		689,326
Manpower, Inc.		14,920		816,572
Randstad Holding N.V. (Netherlands)*^,1		9,340		444,946

				1,950,844

Road & Rail - 1.1%
Norfolk Southern Corp.		8,490		522,050

Total Industrials				7,544,383

Information Technology - 20.9%
Communications Equipment - 4.5%
Cisco Systems, Inc.*		44,280		1,010,913
Juniper Networks, Inc.*		10,610		343,658
QUALCOMM, Inc.		14,810		668,375

				2,022,946

Computers & Peripherals - 2.1%
EMC Corp.*		45,920		964,779

Electronic Equipment, Instruments & Components - 0.9%
Amphenol Corp. - Class A		8,500		426,105

Internet Software & Services - 4.0%
Google, Inc. - Class A*		2,470		1,514,085
VistaPrint N.V. (Netherlands)*		7,080		297,856

				1,811,941

IT Services - 7.8%
Accenture plc - Class A (Ireland)		12,930		578,100
Amadeus IT Holding S.A. - Class A (Spain)*^,1		13,600		277,503


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

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
IT Services (continued)
Automatic Data Processing, Inc.		15,070	$	669,410
MasterCard, Inc. - Class A		2,880		691,373
Visa, Inc. - Class A		7,970		623,015
The Western Union Co.		40,430		711,568

				3,550,969

Semiconductors & Semiconductor Equipment - 0.1%
Advantest Corp. (Japan)¹		1,800		34,188

Software - 1.5%
Autodesk, Inc.*		18,200		658,476

Total Information Technology				9,469,404

Materials - 5.6%
Chemicals - 3.1%
Monsanto Co.		23,680		1,407,066

Construction Materials - 1.4%
Martin Marietta Materials, Inc.		3,910		314,677
Vulcan Materials Co.		8,660		316,176

				630,853

Containers & Packaging - 1.1%
Owens-Illinois, Inc.*		17,640		494,449

Total Materials				2,532,368

TOTAL COMMON STOCKS (Identified Cost $36,865,140)				43,736,812


SHORT-TERM INVESTMENTS - 2.5%

Dreyfus Cash Management, Inc. - Institutional Shares³, 0.16% (Identified Cost $1,123,658)		1,123,658		1,123,658

TOTAL INVESTMENTS - 99.1% (Identified Cost $37,988,798)				44,860,470
OTHER ASSETS, LESS LIABILITIES - 0.9%				415,303

NET ASSETS - 100%			$	45,275,773

ADR - American Depository Receipt

*	Non-income producing security

¹	International Fair Value factor from pricing service was applied.

²	The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

³	Rate shown is the current yield as of October 31, 2010.


		The accompanying notes are an integral part of the financial statements.		9

Statement of Assets and Liabilities

October 31, 2010


ASSETS:

Investments, at value (identified cost $37,988,798) (Note 2)	$	44,860,470
Cash		270,478
Receivable for securities sold		600,195
Foreign tax reclaims receivable		29,366
Dividends receivable		24,333
Receivable for fund shares sold		1,435


TOTAL ASSETS		45,786,277


LIABILITIES:

Accrued management fees (Note 3)		46,795
Accrued fund accounting and administration fees (Note 3)		5,838
Accrued transfer agent fees (Note 3)		3,328
Accrued directors’ fees (Note 3)		612
Accrued Chief Compliance Officer service fees (Note 3)		247
Payable for securities purchased		418,901
Audit fees payable		29,757
Other payables and accrued expenses		5,026


TOTAL LIABILITIES		510,504


TOTAL NET ASSETS	$	45,275,773


NET ASSETS CONSIST OF:

Capital stock	$	18,106
Additional paid-in-capital		41,299,793
Undistributed net investment income		96,837
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(3,012,285	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		6,873,322


TOTAL NET ASSETS	$	45,275,773


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($45,275,773/1,810,607 shares)	$	25.01


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

Statement of Operations

For the Year Ended October 31, 2010


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $22,782)	$	542,493
Interest		25


Total Investment Income		542,518


EXPENSES:

Management fees (Note 3)		367,062
Fund accounting and administration fees (Note 3)		32,097
Directors’ fees (Note 3)		10,651
Transfer agent fees (Note 3)		10,203
Chief Compliance Officer service fees (Note 3)		2,724
Audit fees		30,031
Registration and filing fees		22,251
Custodian fees		4,374
Miscellaneous		12,599


Total Expenses		491,992
Less reduction of expenses (Note 3)		(51,517	)


Net Expenses		440,475


NET INVESTMENT INCOME		102,043


REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY:

Net realized gain on-
Investments		1,665,783
Foreign currency and translation of other assets and liabilities		11


		1,665,794

Net change in unrealized appreciation on-
Investments		3,915,115
Foreign currency and translation of other assets and liabilities		747


		3,915,862


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		5,581,656


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,683,699


		The accompanying notes are an integral part of the financial statements.		11

Statements of Changes in Net Assets


	For the Year Ended 10/31/10			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	102,043		$	65,162
Net realized gain (loss) on investments and foreign currency		1,665,794			(1,837,316	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		3,915,862			6,428,424


Net increase from operations		5,683,699			4,656,270


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(50,092	)		(99,078	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		10,383,291			9,171,810


Net increase in net assets		16,016,898			13,729,002

NET ASSETS:

Beginning of year		29,258,875			15,529,873


End of year (including undistributed net investment income of $96,837 and $44,797, respectively)	$	45,275,773		$	29,258,875


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

Financial Highlights


	For the Years Ended
	10/31/10			10/31/09			10/31/08			10/31/07			10/31/06
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	21.32		$	18.26		$	28.44		$	27.01		$	25.60

Income (loss) from investment operations:
Net investment income		0.06	¹		0.06	¹		0.12			0.08			0.13
Net realized and unrealized gain (loss) on investments		3.67			3.11			(9.42	)		3.44			4.41

Total from investment operations		3.73			3.17			(9.30	)		3.52			4.54

Less distributions to shareholders:
From net investment income		(0.04	)		(0.11	)		(0.09	)		(0.14	)		(0.06	)
From net realized gain on investments		—			—			(0.79	)		(1.95	)		(3.07	)

Total distributions to shareholders		(0.04	)		(0.11	)		(0.88	)		(2.09	)		(3.13	)

Net asset value - End of year	$	25.01		$	21.32		$	18.26		$	28.44		$	27.01

Net assets - End of year (000’s omitted)	$	45,276		$	29,259		$	15,530		$	25,695		$	7,585

Total return²		17.50	%		17.57	%		(33.62	%)		13.65	%		20.01	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.20	%		1.20	%		1.20	%		1.20	%		1.20	%
Net investment income		0.28	%		0.31	%		0.44	%		0.38	%		0.54	%
Portfolio turnover		56	%		48	%		96	%		65	%		61	%

* The investment advisor did not impose all of its management fees, CCO fees, fund accounting and transfer agent fees, and other fees in some years and in some years 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 been increased by the following amounts:

		0.14	%		0.24	%		0.20	%		0.25	%		0.78	%

¹	Calculated based on average shares outstanding during the year.

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


		The accompanying notes are an integral part of the financial statements.		13

Notes to Financial Statements

1.	ORGANIZATION

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

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

The Series is authorized to issue five classes of shares (Class A, B, D, E and Z). Currently, only Class A shares have been issued. Each class of shares is substantially the same, except that class specific distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2010, 6.2 billion shares have been designated in total among 29 series, of which 87.5 million have been designated as Tax Managed Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Portfolio securities, including domestic equities, foreign equities, warrants and options, listed on an exchange other than the NASDAQ National Market System 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 National Market System are valued in accordance with the NASDAQ Official Closing Price.

Securities for which representative valuations or prices are not available from the Fund’s pricing service may be valued at fair value. 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. Fair value is 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”). In accordance with the procedures approved by the Board, the Series apply fair value pricing on a daily basis except for North American, Central American, South American and Caribbean equity securities. Fair valuing of securities is determined with the assistance of a pricing service using calculations or factors based on indices of domestic securities and other appropriate indicators, such as prices of relevant American Depository Receipts and futures contracts, to adjust local market prices for subsequent

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

movements through the time the Fund calculates its net asset value. 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 equity security, except for those in the regions noted above, as Level 2 securities due to the fact the pricing service evaluated what factor was applied to the calculated end of day market price.

The following is a summary of the valuation levels used for major security types as of October 31, 2010 in valuing the Series’ assets or liabilities carried at market value:


Description	Total		Level 1		Level 2		Level 3
Assets:
Equity securities*	$	43,736,812	$	39,081,032	$	4,655,780	$	—
Preferred securities		—		—		—		—
Debt securities		—		—		—		—
Mutual funds		1,123,658		1,123,658		—		—
Other financial instruments**:		—		—		—		—

Total assets:		44,860,470		40,204,690		4,655,780		—

Liabilities:
Other financial instruments**:		—		—		—		—

Total Liabilities:		—		—		—		—

Total	$	44,860,470	$	40,204,690	$	4,655,780	$	—

*	Includes common stock, warrants and rights. Please see the Investment Portfolio for industry classification and for securities where International Fair Value factor from pricing service was applied to value the security. Such securities are classified as Level 2.

**	Other financial instruments are derivative instruments not reflected in the Investment Portfolio, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of October 31, 2010, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2009 or October 31, 2010.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. During the year ended October 31, 2010, the Fund had a significant amount of foreign equity securities transfer from Level 1 to Level 2 due to the implementation of new international fair value pricing procedures. The following is a summary of the foreign equity securities that transferred from Level 1 to Level 2:

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


Total # Securities Level 1 at beginning and Level 2 at end of period		Total Market Value Beginning of period		Total Market Value End of period		Change in Market Value
	3	$	1,028,554	$	1,069,468	$	40,914

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 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

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

taxing authorities. At October 31, 2010, 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.

Distributions of Income and Gains

Indemnifications

Other

3.	TRANSACTIONS WITH AFFILIATES

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 for each active series of the Fund plus a fee for each committee meeting attended.

Notes to Financial Statements

3.	TRANSACTIONS WITH AFFILIATES (continued)

the year ended October 31, 2010, which is included as a reduction of expenses on the Statement of Operations. The Advisor voluntarily waived additional fees of $758 for the year ended October 31, 2010, which is also 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.

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing U.S. Inc. (“PNCGIS”) under which PNCGIS serves as sub-accountant services agent and sub-transfer agent, respectively. Effective November 7, 2009 under the amended master services agreement, the Fund pays the Advisor an annual fee related to Fund Accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per Series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain transaction-, cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

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

4.	PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2010, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $29,159,857 and $19,504,772, respectively. There were no purchases or sales of U.S. Government securities.

Notes to Financial Statements

5.	CAPITAL STOCK TRANSACTIONS

Transactions in Class A shares of Tax Managed Series were:


	For the Year Ended 10/31/10						For the Year Ended 10/31/09
	Shares			Amount			Shares			Amount
Sold		775,764		$	18,247,624			691,302		$	12,064,908
Reinvested		692			15,838			2,642			43,004
Repurchased		(338,176	)		(7,880,171	)		(172,173	)		(2,936,102	)

Total		438,280		$	10,383,291			521,771		$	9,171,810

At October 31, 2010, one omnibus account owned 1,136,178 shares of the Series (62.75% of shares outstanding) valued at $28,415,801. Investment activities of this shareholder may have a material effect on the Series.

6.	FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk and 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 derivatives counterparties failure to perform under contract terms, liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s) and documentation risk relating to disagreement over contract terms. No such investments were held by the Series on October 31, 2010.

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales and foreign currency gains and losses. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

Notes to Financial Statements

8.	FEDERAL INCOME TAX INFORMATION (continued)

The tax character of distributions paid were as follows:


	For the Year Ended 10/31/10		For the Year Ended 10/31/09
Ordinary income	$	50,092	$	99,078

At October 31, 2010, the tax basis of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	38,090,091
Unrealized appreciation	$	7,120,808
Unrealized depreciation		(350,429	)

Net unrealized appreciation	$	6,770,379

Undistributed ordinary income		96,837
Capital loss carryover		2,910,992

The capital loss carryover, disclosed above, available to the extent allowed by tax law to offset future net capital gain, if any, will expire as follows:


Loss Carryover		Expiration Date
$	1,141,000		October 31, 2016
$	1,769,992		October 31, 2017

The capital loss carryover utilized in the current year was $1,439,370.

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Tax Managed Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2010, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

New York, New York

December 21, 2010

Supplemental Tax Information (unaudited)

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

For federal income tax purposes, the Series designates for the current fiscal year $50,092 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

Directors’ and Officers’ Information (unaudited)


INTERESTED DIRECTOR/OFFICER

Name:		B. Reuben Auspitz*
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Executive Group Member**; Chief Compliance
		Officer since 2004; Vice Chairman since June 2010; Co-Executive
		Director from 2003-2010 - Manning & Napier Advisors, Inc. President;
		Director - Manning & Napier Investor Services, Inc.
		Holds or has held one or more of the following titles for various
		subsidiaries and affiliates: President, Vice President, Director, Chairman,
		Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
INDEPENDENT DIRECTORS

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		70
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating
		Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley
		Group (property management and investment). Chairman
		(non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		The Ashley Group (1995-2008)
		Genesee Corporation (1987-2007)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		72
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will &
		Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit)
		New York Collegium (non-profit)
		Boston Early Music Festival (non-profit)

Directors’ and Officers’ Information (unaudited)


INDEPENDENT DIRECTORS (continued)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating
		Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994;
		Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		64
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating
		Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV
		Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present)
		ViroPharma, Inc. (2000-present)
		HLTH Corp. (2000-present)
		Cheyne Capital International (2000-present)
		MPM Bio-equities (2000-present)
		GMP Companies (2000-present)
		HoustonPharma (2000-present)
Name:		Richard M. Hurwitz
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating
		Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:		Chief Executive Officer, Pictometry International Corp. since August 2010
		(provider of georeferenced, aerial image libraries and related software)
		Managing Partner (2006-July 2010) - Aegis Investment Partners, LLC
		(investments); Founder and Managing Partner (2004-2005) - Village
		Markets, LLC (groceries)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Pictometry International Corp. (2000-2010)
		Pioneering Technologies (2006-2009)
		Vensearch Capital Corp. (2003-2007)

Directors’ and Officers’ Information (unaudited)


OFFICERS

Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002 & Executive
		Group Member** since 2003, - Manning & Napier Advisors, Inc. Holds
		one or more of the following titles for various subsidiaries and affiliates:
		President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
Name:		Beth Galusha
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Assistant Chief Financial Officer
Term of Office¹& Length of Time Served:		Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer and Treasurer, Manning & Napier Advisors, Inc.
		Holds one or more of the following titles for various affiliates: Chief
		Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Fund Reporting Manager, Manning & Napier Advisors, Inc. since 1997
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		42
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering
		Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, Inc. and affiliates
		since 1990 (title change in 2005 from Compliance Manager to Director of
		Compliance); Corporate Secretary, Manning & Napier Investor Services,
		Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

**	Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

Effective June 2010, The Executive Group serves as an advisory board to the Chief Executive Officer.

¹	The term of office for President, Vice President, Chief Financial Officer, Assistant Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

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)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


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

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNTAX-10/10-AR

LOGO

TARGET INCOME SERIES

TARGET 2010 SERIES

TARGET 2020 SERIES

TARGET 2030 SERIES

TARGET 2040 SERIES

TARGET 2050 SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Despite several ups and downs over the past year, the markets made choppy progress. For the twelve months ended October 2010, the S&P 500 Index gained 16.53%, aided by the rally that began in September. Similar to domestic equities, international stocks experienced pronounced fluctuations over the last year. After climbing considerably the last two months, the Morgan Stanley Capital International (MSCI) All Country World ex U.S. (ACWI x US) was up 12.62% the past year through October. The fixed income markets delivered more stable returns throughout the short-term market swings, with the Barclay’s Capital Aggregate Bond Index advancing 8.01% over the past twelve months.

The Target Series represent six distinct mutual funds, each managed to a designated target date. The investment objective of each Series automatically becomes more conservative over time as the specified target date approaches. Over the current stock market cycle, which includes the bull market in stocks from October 2002 until November 2007 and the current bear market, all six Target Series continue to provide competitive absolute returns for long-term investors. The Target Income Series (i.e., the most fixed income oriented Series) has delivered similar results to its blended index benchmark over the current stock market cycle. Meanwhile, the more growth-oriented Target Series continue to outperform their respective blended index benchmarks over the most recent full cycle.

For the last twelve months ending October 31, 2010, each of the Target Series posted double-digit positive returns. Furthermore, all six beat their respective blended index benchmarks over the past one-year period.

Manning & Napier’s fundamentals-based investment process led to a higher than average allocation to equities in each of the Series during the past year, as our analysts uncovered stock opportunities that met our strategy and valuation disciplines. This higher allocation to equities helped absolute and relative returns in the last quarter of 2009 and the first quarter of 2010. During the market correction in the second quarter of 2010, this modest overweight to stocks hurt relative results. However, this higher exposure to equities has benefited each of the Target Series on an absolute and relative basis since the markets rebounded in the third quarter.

Within the underlying equity holdings of the Target Series’ portfolios, we had an overweight in the Information Technology and Health Care sectors relative to the blended benchmarks. This higher allocation had a varied impact on the Series’ performance over the past year, yet specific stock selections within the Information Technology and Health Care sectors contributed to positive relative returns more recently during the third quarter. On the other hand, the Series had a low exposure to Financials relative to their respective blended benchmarks because regulatory uncertainty and macroeconomic challenges such as indebted consumers, persistently high unemployment, a fragile housing market, and continued loan losses prevented many financial services companies from meeting the requirements of our investment strategies. This underweight to Financials aided returns relative to the blended benchmarks during the past year, with the exception of the market rally in early 2010.

Within the underlying fixed income portion of the Series’ portfolios, we have shifted assets away from U.S. Treasury securities and toward sectors that offer additional yield potential. The Target 2030 and Target 2020, which are geared towards growth, and the Target 2010 and Income Series, which are respectively managed to reduce volatility and preserve capital, all have a bias toward investment grade corporate securities, with a modest allocation to high yield bonds as well.

Management Discussion and Analysis (unaudited)

Additionally, each of the Series has noteworthy exposure to U.S. Agency securities. While the Target Series’ fixed income returns trailed the fixed income portion of their respective blended benchmarks in the last quarter of 2009, this current positioning provided favorable results relative to the blended benchmarks throughout the second and third quarters of 2010.

As 2010 comes to an end, economic momentum has begun to slow. With widespread challenges such as elevated unemployment levels and high government debt burdens, the growth prospects for the developed world remain a concern. In this macroeconomic reality of slow growth, a focus on company and industry fundamentals remains important for identifying quality investment opportunities. Through our disciplined investment strategies, Manning & Napier continues to pursue specific areas of the market that are presenting opportunities, particularly winning companies that have favorable growth prospects. Such an active and flexible approach has been at the core of our investment process since Manning & Napier’s inception 40 years ago.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc.

Performance Update - Target Income Series (unaudited)


	Average Annual Total Returns As of October 31, 2010
	One Year			Since Inception¹
Manning & Napier Fund, Inc. - Target Income Series - Class K²		11.22	%		5.76	%
Manning & Napier Fund, Inc. - Target Income Series - Class R²		10.97	%		5.49	%
Manning & Napier Fund, Inc. - Target Income Series - Class C²		10.38	%		4.95	%
Manning & Napier Fund, Inc. - Target Income Series - Class I²		11.44	%		6.02	%
Barclays Capital Intermediate U.S. Aggregate Bond Index^3,5		7.57	%		6.42	%
Target Income Blended Index^3,4,5		9.73	%		5.23	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target Income Series - Class K from its inception¹ (3/28/08) to present (10/31/10) to the Barclays Capital Intermediate U.S. Aggregate Bond Index and the Target Income Blended Index.

LOGO

¹	Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital Intermediate U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 0.28% for Class K, 0.54% for Class R, 0.99% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.53% for Class K, 0.91% for Class R, 1.28% for Class C and 0.38% for Class I for the year ended October 31, 2010.

The Barclays Capital Intermediate U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities greater than one year but less than ten years. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁴

The Target Income Blended Index is a 5%/15%/80% Blended Index which is made up of 5% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 15% Russell 3000^® Index, and 80% Barclays Capital Intermediate U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁵	Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

Performance Update - Target 2010 Series (unaudited)


	Average Annual Total Returns As of October 31, 2010
	One Year			Since Inception¹
Manning & Napier Fund, Inc. - Target 2010 - Class K²		12.85	%		4.01	%
Manning & Napier Fund, Inc. - Target 2010 - Class R²		12.64	%		3.78	%
Manning & Napier Fund, Inc. - Target 2010 - Class C²		12.12	%		3.31	%
Manning & Napier Fund, Inc. - Target 2010 - Class I²		13.10	%		4.28	%
Barclays Capital U.S. Aggregate Bond Index^3,5		8.01	%		6.69	%
Target 2010 Blended Index^3,4,5		12.05	%		3.95	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2010 Series - Class K from its inception¹ (3/28/08) to present (10/31/10) to the Barclays Capital U.S. Aggregate Bond Index and the Target 2010 Blended Index.

LOGO

¹	Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 0.29% for Class K, 0.52% for Class R, 0.98% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.71% for Class K, 0.93% for Class R, 1.42% for Class C and 0.48% for Class I for the year ended October 31, 2010.

The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁴

The Target 2010 Blended Index is a 10%/30%/60% Blended Index which is made up of 10% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 30% Russell 3000^® Index, and 60% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁵	Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

Performance Update - Target 2020 Series (unaudited)


	Average Annual Total Returns As of October 31, 2010
	One Year			Since Inception¹
Manning & Napier Fund, Inc. - Target 2020 Series - Class K²		14.89	%		3.09	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class R²		14.72	%		2.78	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class C²		14.24	%		2.33	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class I²		15.24	%		3.35	%
Barclays Capital U.S. Aggregate Bond Index^3,5		8.01	%		6.69	%
Target 2020 Blended Index^3,4,5		13.34	%		2.68	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2020 Series - Class K from its inception¹ (3/28/08) to present (10/31/10) to the Barclays Capital U.S. Aggregate Bond Index and the Target 2020 Blended Index.

LOGO

¹	Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 0.29% for Class K, 0.52% for Class R, 0.98% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.46% for Class K, 0.70% for Class R, 1.16% for Class C and 0.24% for Class I for the year ended October 31, 2010.

The Barclays Capital (formerly Lehman Brothers) U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁴

The Target 2020 Blended Index is a 15%/40%/45% Blended Index which is made up of 15% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 40% Russell 3000^® Index, and 45% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁵	Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

Performance Update - Target 2030 Series (unaudited)


	Average Annual Total Returns As of October 31, 2010
	One Year			Since Inception¹
Manning & Napier Fund, Inc. - Target 2030 Series - Class K²		16.34	%		2.06	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class R²		16.01	%		1.87	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class C²		15.50	%		1.42	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class I²		16.76	%		2.43	%
Russell 3000^® Index^3,6		18.34	%		-1.24	%
Barclays Capital U.S. Aggregate Bond Index^4,6		8.01	%		6.69	%
Target 2030 Blended Index^3,4,5,6		8.90	%		0.83	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2030 Series - Class K from its inception¹ (3/28/08) to present (10/31/10) to the Russell 3000^® Index and the Target 2030 Blended Index.

LOGO

¹	Performance numbers for the Series are calculated from March 28, 2008, the Series’ inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Index are calculated from March 31, 2008.

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 0.29% for Class K, 0.54% for Class R, 1.00% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.49% for Class K, 0.72% for Class R, 1.22% for Class C and 0.27% for Class I for the year ended October 31, 2010.

⁴

The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. The Index returns, unlike Series returns, do not reflect any fees or expenses.

⁵

The Target 2030 Blended Index is 60% of a 20%/65%/15% Blended Index which is made up of 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index and 40% of a 15%/40%/45% Blended Index which is 15% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 40% Russell 3000^® Index, and 45% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Index returns, unlike Series returns, do not reflect any fees or expenses.

⁶	Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

Performance Update - Target 2040 Series (unaudited)


	Average Annual Total Returns As of October 31, 2010
	One Year			Since Inception¹
Manning & Napier Fund, Inc. - Target 2040 - Class K²		17.10	%		2.00	%
Manning & Napier Fund, Inc. - Target 2040 - Class R²		16.85	%		1.79	%
Manning & Napier Fund, Inc. - Target 2040 - Class C²		16.32	%		1.34	%
Manning & Napier Fund, Inc. - Target 2040 - Class I²		17.52	%		2.33	%
Russell 3000^® Index^3,5		18.34	%		-1.24	%
Target 2040 Blended Index^3,4,5		15.94	%		-0.12	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2040 Series - Class K from its inception¹ (3/28/08) to present (10/31/10) to the Russell 3000^® Index and the Target 2040 Blended Index.

LOGO

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

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 0.29% for Class K, 0.52% for Class R, 0.99% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.61% for Class K, 0.83% for Class R, 1.36% for Class C and 0.41% for Class I for the year ended October 31, 2010.

⁴

The Target 2040 Blended Index is a 20%/65%/15% Blended Index which is made up of 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁵	Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

Performance Update - Target 2050 Series (unaudited)


	Average Annual Total Returns As of October 31, 2010
	One Year			Since Inception¹
Manning & Napier Fund, Inc. - Target 2050 - Class K²		17.16	%		2.71	%
Manning & Napier Fund, Inc. - Target 2050 - Class R²		16.85	%		2.48	%
Manning & Napier Fund, Inc. - Target 2050 - Class C²		16.34	%		2.00	%
Manning & Napier Fund, Inc. - Target 2050 - Class I²		17.40	%		3.02	%
Russell 3000^® Index^3,5		18.34	%		-1.24	%
Target 2050 Blended Index^3,4,5		15.94	%		-0.12	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2050 Series - Class K from its inception¹ (3/28/08) to present (10/31/10) to the Russell 3000^® Index and the Target 2050 Blended Index.

LOGO

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

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 0.30% for Class K, 0.53% for Class R, 1.02% for Class C and 0.05% for Class I. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.37% for Class K, 1.97% for Class R, 2.25% for Class C and 1.95% for Class I for the year ended October 31, 2010.

⁴

The Target 2050 Blended Index is a 20%/65%/15% Blended Index which is made up of 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market county indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of net dividends (which do account for foreign dividend taxation). The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁵	Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

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 six month period (May 1, 2010 to October 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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


	Beginning Account Value 5/1/10		Ending Account Value 10/31/10		Expenses Paid During Period 5/1/10-10/31/10¹		Annualized Expense Ratio²
Target Income
Actual (Class K)	$	1,000.00	$	1,053.40	$	1.35		0.26	%
Hypothetical³	$	1,000.00	$	1,023.89	$	1.33		0.26	%

Actual (Class R)	$	1,000.00	$	1,052.00	$	2.79		0.54	%
Hypothetical³	$	1,000.00	$	1,022.48	$	2.75		0.54	%

Actual (Class C)	$	1,000.00	$	1,049.30	$	4.96		0.96	%
Hypothetical³	$	1,000.00	$	1,020.37	$	4.89		0.96	%

Actual (Class I)	$	1,000.00	$	1,054.40	$	0.26		0.05	%
Hypothetical³	$	1,000.00	$	1,024.95	$	0.26		0.05	%

Shareholder Expense Example (unaudited)


	Beginning Account Value 5/1/10		Ending Account Value 10/31/10		Expenses Paid During Period 5/1/10-10/31/10¹		Annualized Expense Ratio²
Target 2010
Actual (Class K)	$	1,000.00	$	1,042.70	$	1.39		0.27	%
Hypothetical³	$	1,000.00	$	1,023.84	$	1.38		0.27	%

Actual (Class R)	$	1,000.00	$	1,041.30	$	2.57		0.50	%
Hypothetical³	$	1,000.00	$	1,022.68	$	2.55		0.50	%

Actual (Class C)	$	1,000.00	$	1,039.50	$	4.78		0.93	%
Hypothetical³	$	1,000.00	$	1,020.52	$	4.74		0.93	%

Actual (Class I)	$	1,000.00	$	1,043.60	$	0.26		0.05	%
Hypothetical³	$	1,000.00	$	1,024.95	$	0.26		0.05	%

	Beginning Account Value 5/1/10		Ending Account Value 10/31/10		Expenses Paid During Period 5/1/10-10/31/10¹		Annualized Expense Ratio²
Target 2020
Actual (Class K)	$	1,000.00	$	1,038.20	$	1.44		0.28	%
Hypothetical³	$	1,000.00	$	1,023.79	$	1.43		0.28	%

Actual (Class R)	$	1,000.00	$	1,038.20	$	2.62		0.51	%
Hypothetical³	$	1,000.00	$	1,022.63	$	2.60		0.51	%

Actual (Class C)	$	1,000.00	$	1,036.60	$	4.72		0.92	%
Hypothetical³	$	1,000.00	$	1,020.57	$	4.69		0.92	%

Actual (Class I)	$	1,000.00	$	1,040.20	$	0.26		0.05	%
Hypothetical³	$	1,000.00	$	1,024.95	$	0.26		0.05	%

	Beginning Account Value 5/1/10		Ending Account Value 10/31/10		Expenses Paid During Period 5/1/10-10/31/10¹		Annualized Expense Ratio²
Target 2030
Actual (Class K)	$	1,000.00	$	1,029.80	$	1.43		0.28	%
Hypothetical³	$	1,000.00	$	1,023.79	$	1.43		0.28	%

Actual (Class R)	$	1,000.00	$	1,028.10	$	2.71		0.53	%
Hypothetical³	$	1,000.00	$	1,022.53	$	2.70		0.53	%

Actual (Class C)	$	1,000.00	$	1,026.60	$	4.90		0.96	%
Hypothetical³	$	1,000.00	$	1,020.37	$	4.89		0.96	%

Actual (Class I)	$	1,000.00	$	1,031.70	$	0.26		0.05	%
Hypothetical³	$	1,000.00	$	1,024.95	$	0.26		0.05	%

Shareholder Expense Example (unaudited)


	Beginning Account Value 5/1/10		Ending Account Value 10/31/10		Expenses Paid During Period 5/1/10-10/31/10¹		Annualized Expense Ratio²
Target 2040
Actual (Class K)	$	1,000.00	$	1,018.20	$	1.42		0.28	%
Hypothetical³	$	1,000.00	$	1,023.79	$	1.43		0.28	%

Actual (Class R)	$	1,000.00	$	1,016.90	$	2.59		0.51	%
Hypothetical³	$	1,000.00	$	1,022.63	$	2.60		0.51	%

Actual (Class C)	$	1,000.00	$	1,014.10	$	4.82		0.95	%
Hypothetical³	$	1,000.00	$	1,020.42	$	4.84		0.95	%

Actual (Class I)	$	1,000.00	$	1,020.10	$	0.25		0.05	%
Hypothetical³	$	1,000.00	$	1,024.95	$	0.26		0.05	%

	Beginning Account Value 5/1/10		Ending Account Value 10/31/10		Expenses Paid During Period 5/1/10-10/31/10¹		Annualized Expense Ratio²
Target 2050
Actual (Class K)	$	1,000.00	$	1,018.20	$	1.53		0.30	%
Hypothetical³	$	1,000.00	$	1,023.69	$	1.53		0.30	%

Actual (Class R)	$	1,000.00	$	1,015.90	$	2.64		0.52	%
Hypothetical³	$	1,000.00	$	1,022.58	$	2.65		0.52	%

Actual (Class C)	$	1,000.00	$	1,015.10	$	5.13		1.01	%
Hypothetical³	$	1,000.00	$	1,020.11	$	5.14		1.01	%

Actual (Class I)	$	1,000.00	$	1,019.10	$	0.25		0.05	%
Hypothetical³	$	1,000.00	$	1,024.95	$	0.26		0.05	%

Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data. The Class’ total returns would have been lower had certain expenses not been reimbursed during the period.

²	Expense 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.

³	Assumes 5% annual return before expenses.

Portfolio Composition as of October 31, 2010 - Asset Allocation¹(unaudited)

LOGO

¹	As a percentage of net assets of the underlying investment(s) for each Series.

²	A U.S. Treasury Note is an intermediate-term obligation of the U.S. Treasury issued with a maturity period between one and ten years.

Statements of Assets and Liabilities October 31, 2010


	Target Income		Target 2010		Target 2020		Target 2030		Target 2040		Target 2050
ASSETS:
Manning & Napier Pro-Blend^® Maximum Term Series - Class I (3,088,947 shares, 5,192,489 shares, and 1,814,913 shares, respectively)	$	—	$	—	$	—	$	31,260,145	$	52,547,985	$	18,366,922
Manning & Napier Pro-Blend^® Extended Term Series - Class I (6,578,008 shares and 4,613,410 shares, respectively)		—		—		67,490,359		47,333,581		—		—
Manning & Napier Pro-Blend^® Moderate Term Series - Class I (3,328,708 shares and 1,572,709 shares, respectively)		—		35,284,308		16,670,719		—		—		—
Manning & Napier Pro-Blend^® Conservative Term Series - Class I (4,419,580 shares)		48,747,964		—		—		—		—		—

Total investments in securities:
At value*		48,747,964		35,284,308		84,161,078		78,593,726		52,547,985		18,366,922
Receivable for fund shares sold		3,254		9,858		34,530		48,575		41,645		49,650
Receivable for securities sold		127,126		—		—		—		—		—
Receivable from investment Advisor (Note 3)		18,185		28,324		16,378		18,980		26,132		37,891

TOTAL ASSETS		48,896,529		35,322,490		84,211,986		78,661,281		52,615,762		18,454,463

LIABILITIES:
Accrued distribution and service (Rule 12b-1) fees (Note 3)		11,102		9,339		21,856		18,497		12,996		4,694
Accrued fund accounting and administration fees (Note 3)		8,977		8,936		9,155		9,106		9,001		8,873
Accrued transfer agent fees (Note 3)		520		1,464		1,599		1,467		1,432		1,388
Directors’ fees (Note 3)		331		321		509		622		335		336
Accrued Chief Compliance Officer service fees (Note 3)		277		252		252		252		252		252
Payable for fund shares repurchased		130,352		1,030		32,489		1,977		2,791		64
Audit fees payable		18,303		18,192		18,230		18,262		18,256		18,201
Payable for securities purchased		—		8,829		1,676		45,162		38,653		49,458
Accrued Registration and filing fees		538		1,906		4,731		5,035		3,821		1,812
Other payables and accrued expenses		999		1,112		1,959		1,526		1,180		1,378

TOTAL LIABILITIES		171,399		51,381		92,456		101,906		88,717		86,456

TOTAL NET ASSETS	$	48,725,130	$	35,271,109	$	84,119,530	$	78,559,375	$	52,527,045	$	18,368,007

NET ASSETS CONSIST OF:
Capital stock		44,230		33,193		81,555		77,455		51,535		17,992
Additional paid-in-capital		40,439,294		30,189,936		72,316,961		68,235,161		46,197,601		16,992,105
Undistributed net investment income		94,858		42,735		114,966		83,935		25,540		5,372
Accumulated net realized gain on underlying series		509,413		670,397		2,829,490		2,355,723		499,242		32,916
Net unrealized appreciation on underlying series		7,637,335		4,334,848		8,776,558		7,807,101		5,753,127		1,319,622

TOTAL NET ASSETS	$	48,725,130	$	35,271,109	$	84,119,530	$	78,559,375	$	52,527,045	$	18,368,007

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

Statements of Assets and Liabilities October 31, 2010


	Target Income		Target 2010		Target 2020		Target 2030		Target 2040		Target 2050
Class K
Net Assets	$	46,885,644	$	27,903,838	$	64,612,995	$	66,235,091	$	42,417,105	$	15,241,614
Shares Outstanding		4,254,056		2,622,690		6,253,470		6,526,618		4,157,252		1,491,057
Net Asset Value, Offering Price, and Redemption Price per share	$	11.02	$	10.64	$	10.33	$	10.15	$	10.20	$	10.22
Class R
Net Assets	$	346,824	$	3,655,323	$	12,229,367	$	7,161,734	$	8,168,025	$	2,154,406
Shares Outstanding		31,743		345,928		1,194,585		709,729		805,292		211,950
Net Asset Value, Offering Price, and Redemption Price per share	$	10.93	$	10.57	$	10.24	$	10.09	$	10.14	$	10.16
Class C
Net Assets	$	1,195,153	$	2,246,887	$	3,803,455	$	2,231,049	$	875,452	$	843,077
Shares Outstanding		110,251		213,469		372,359		222,073		87,015		83,663
Net Asset Value, Offering Price, and Redemption Price per share	$	10.84	$	10.53	$	10.21	$	10.05	$	10.06	$	10.08
Class I
Net Assets	$	297,509	$	1,465,061	$	3,473,713	$	2,931,501	$	1,066,463	$	128,910
Shares Outstanding		26,921		137,192		335,123		287,075		103,987		12,540
Net Asset Value, Offering Price, and Redemption Price per share	$	11.05	$	10.68	$	10.37	$	10.21	$	10.26	$	10.28

* At identified cost	$	41,110,629	$	30,949,460	$	75,384,520	$	70,786,625	$	46,794,858	$	17,047,300

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

Statements of Operations

For the Year Ended October 31, 2010


	Target Income			Target 2010			Target 2020			Target 2030			Target 2040			Target 2050
INVESTMENT INCOME:
Income distributions from underlying series	$	961,051		$	453,756		$	1,141,750		$	701,662		$	296,507		$	72,891

EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		102,411			57,401			126,251			125,539			79,795			26,098
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)		7,308			18,526			29,712			17,323			6,512			3,764
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		974			11,707			35,679			15,338			22,788			5,376
Fund accounting and administration fees (Note 3)		42,346			41,961			42,927			42,721			42,200			41,521
Directors’ fees (Note 3)		10,001			10,001			10,201			10,300			10,001			10,001
Transfer agent fees (Note 3)		6,687			8,244			9,930			8,853			8,384			7,907
Chief Compliance Officer service fees (Note 3)		2,749			2,725			2,724			2,724			2,724			2,724
Registration and filing fees		46,635			49,265			52,050			53,320			51,625			49,935
Audit fees		19,282			19,082			19,182			19,182			19,132			19,032
Legal fees		4,828			4,828			4,828			4,828			4,828			4,828
Custodian fees		1,441			1,460			2,660			2,764			1,449			1,500
Miscellaneous		4,824			4,987			7,847			6,491			5,578			4,572

Total Expenses		249,486			230,187			343,991			309,383			255,016			177,258
Less reduction of expenses (Note 3)		(115,861	)		(127,519	)		(118,861	)		(121,387	)		(126,153	)		(135,932	)

Net Expenses		133,625			102,668			225,130			187,996			128,863			41,326

NET INVESTMENT INCOME		827,426			351,088			916,620			513,666			167,644			31,565

REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES:
Net realized gain on underlying series		511,837			674,697			2,862,910			2,369,522			513,686			36,638
Net change in unrealized appreciation on underlying series		3,565,063			2,454,350			5,060,321			4,842,147			4,297,538			1,289,112

NET REALIZED AND UNREALIZED GAIN ON UNDERLYING SERIES		4,076,900			3,129,047			7,923,231			7,211,669			4,811,224			1,325,750

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	4,904,326		$	3,480,135		$	8,839,851		$	7,725,335		$	4,978,868		$	1,357,315

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

Statements of Changes in Net Assets


	Target Income						Target 2010						Target 2020
	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Year Ended 10/31/10			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	827,426		$	90,626		$	351,088		$	17,147		$	916,620		$	52,778
Net realized gain on underlying series		511,837			146,214			674,697			38,159			2,862,910			51,411
Net change in unrealized appreciation on underlying series		3,565,063			4,071,769			2,454,350			1,880,027			5,060,321			3,752,187


Net increase from operations		4,904,326			4,308,609			3,480,135			1,935,333			8,839,851			3,856,376


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(807,484	)		(1,841	)		(260,461	)		(3,846	)		(652,921	)		(9,533	)
From net investment income (Class R)		(1,805	)		(2	)		(30,890	)		(2	)		(96,319	)		(2	)
From net investment income (Class C)		(7,538	)		(3	)		(12,836	)		(2,116	)		(32,396	)		(5,417	)
From net investment income (Class I)		(4,468	)		(53	)		(14,208	)		(1,141	)		(50,997	)		(6,847	)
From net realized gain on investments (Class K)		(146,108	)		—			(33,958	)		—			(62,557	)		—
From net realized gain on investments (Class R)		(189	)		—			(4,015	)		—			(8,716	)		—
From net realized gain on investments (Class C)		(1,727	)		—			(3,071	)		—			(5,355	)		—
From net realized gain on investments (Class I)		(614	)		—			(1,415	)		—			(4,520	)		—


Total distributions to shareholders		(969,933	)		(1,899	)		(360,854	)		(7,105	)		(913,781	)		(21,799	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 6)		2,233,393			38,179,735			14,145,573			15,878,343			41,491,953			30,587,054

Net increase in net assets		6,167,786			42,486,445			17,264,854			17,806,571			49,418,023			34,421,631

NET ASSETS:

Beginning of year		42,557,344			70,899			18,006,255			199,684			34,701,507			279,876


End of year¹	$	48,725,130		$	42,557,344		$	35,271,109		$	18,006,255		$	84,119,530		$	34,701,507

¹Including undistributed net investment income (loss) of:		94,858			88,727			42,735			10,042			114,966			30,979

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

Statements of Changes in Net Assets


	Target 2030						Target 2040						Target 2050
	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Year Ended 10/31/10			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	513,666		$	21,881		$	167,644		$	3,415		$	31,565		$	100
Net realized gain on underlying series		2,369,522			76,189			513,686			41,791			36,638			14,093
Net change in unrealized appreciation on underlying series		4,842,147			2,964,896			4,297,538			1,462,728			1,289,112			34,743


Net increase from operations		7,725,335			3,062,966			4,978,868			1,507,934			1,357,315			48,936


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(387,868	)		(5	)		(112,496	)		(797	)		(21,109	)		(2	)
From net investment income (Class R)		(22,289	)		(2	)		(23,144	)		(2	)		(4,197	)		(2	)
From net investment income (Class C)		(7,995	)		(828	)		(1,401	)		(2	)		(169	)		(2	)
From net investment income (Class I)		(26,729	)		(5,897	)		(6,411	)		(1,266	)		(718	)		(760	)
From net realized gain on investments (Class K)		(78,169	)		—			(42,807	)		—			(10,313	)		—
From net realized gain on investments (Class R)		(3,056	)		—			(9,808	)		—			(5,129	)		—
From net realized gain on investments (Class C)		(3,577	)		—			(1,490	)		—			(1,001	)		—
From net realized gain on investments (Class I)		(5,186	)		—			(2,126	)		—			(703	)		—


Total distributions to shareholders		(534,869	)		(6,732	)		(199,683	)		(2,067	)		(43,339	)		(766	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 6)		45,093,229			23,206,581			33,495,044			12,718,183			15,228,648			1,759,123

Net increase in net assets		52,283,695			26,262,815			38,274,229			14,224,050			16,542,624			1,807,293

NET ASSETS:
Beginning of year		26,275,680			12,865			14,252,816			28,766			1,825,383			18,090


End of year¹	$	78,559,375		$	26,275,680		$	52,527,045		$	14,252,816		$	18,368,007		$	1,825,383

¹Including undistributed net investment income (loss) of:		83,935			15,150			25,540			1,348			5,372			—

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

Financial Highlights

Target Income Series Class K


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.13		$	9.30		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.19			0.03			(0.01	)
Net realized and unrealized gain (loss) on underlying series		0.92			1.04			(0.69	)

Total from investment operations		1.11			1.07			(0.70	)

Less distributions to shareholders:
From net investment income		(0.19	)		(0.24	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.22	)		(0.24	)		—

Net asset value - End of period	$	11.02		$	10.13		$	9.30

Net assets - End of period (000’s omitted)	$	46,886		$	42,116		$	70,620	³

Total return⁴		11.22	%		11.80	%		(7.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵		0.28	%⁶		0.30	%		0.30	%⁷
Net investment income (loss)		1.83	%		0.31	%		(0.27	%)⁷
Series portfolio turnover⁸		9	%		13	%		0	%

* 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 amounts⁵:

		0.25	%		0.41	%		1,571	%^7,9

Target Income Series Class R


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.08		$	9.29		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.09			(0.05	)		0.02
Net realized and unrealized gain (loss) on underlying series		0.99			1.09			(0.73	)

Total from investment operations		1.08			1.04			(0.71	)

Less distributions to shareholders:
From net investment income		(0.20	)		(0.25	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.23	)		(0.25	)		—

Net asset value - End of period	$	10.93		$	10.08		$	9.29

Net assets - End of period (000’s omitted)	$	347		$	54		$	93	³

Total return⁴		10.97	%		11.44	%		(7.10	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵		0.54	%⁶		0.55	%		0.55	%⁷
Net investment income (loss)		0.81	%		(0.51	%)		0.34	%⁷
Series portfolio turnover⁸		9	%		13	%		0	%

* 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 amounts⁵:

		0.37	%		169.34	%		43,127	%^7,9

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

⁶

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

⁷	Annualized.

⁸	Reflects activity of the Series and does not include the activity of the underlying series.

⁹	The 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

Target Income Series Class C


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00		$	9.26		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.07			(0.03	)		(0.01	)
Net realized and unrealized gain (loss) on underlying series		0.95			1.02			(0.73	)

Total from investment operations		1.02			0.99			(0.74	)

Less distributions to shareholders:
From net investment income		(0.15	)		(0.25	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.18	)		(0.25	)		—

Net asset value - End of period	$	10.84		$	10.00		$	9.26

Net assets - End of period (000’s omitted)	$	1,195		$	330		$	93	³

Total return⁴		10.38	%		10.91	%		(7.40	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵		0.99	%⁶		1.05	%		1.05	%⁷
Net investment income (loss)		0.66	%		(0.30	%)		(0.15	%)⁷
Series portfolio turnover⁸		9	%		13	%		0	%

* 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 amounts⁵:

		0.29	%		10.70	%		43,147	%^7,9

Target Income Series Class I


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.17		$	9.32		$	10.00

Income (loss) from investment operations:
Net investment income²		0.19			0.06			0.05
Net realized and unrealized gain (loss) on underlying series		0.94			1.04			(0.73	)

Total from investment operations		1.13			1.10			(0.68	)

Less distributions to shareholders:
From net investment income		(0.22	)		(0.25	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.25	)		(0.25	)		—

Net asset value - End of period	$	11.05		$	10.17		$	9.32

Net assets - End of period (000’s omitted)	$	298		$	58		$	93	³

Total return⁴		11.44	%		12.06	%		(6.80	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵		0.05	%		0.05	%		0.05	%⁷
Net investment income		1.85	%		0.66	%		0.85	%⁷
Series portfolio turnover⁸		9	%		13	%		0	%

* 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 amounts⁵:

		0.33	%		54.69	%		43,107	%^7,9

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%.

⁶

⁷	Annualized.

⁸	Reflects activity of the Series and does not include the activity of the underlying series.

⁹	The 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

Target 2010 Series Class K


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.58		$	8.61		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.12			0.02			(0.01	)
Net realized and unrealized gain (loss) on underlying series		1.10			1.15			(1.38	)

Total from investment operations		1.22			1.17			(1.39	)

Less distributions to shareholders:
From net investment income		(0.14	)		(0.20	)		—
From net realized gain on investments		(0.02	)		—			—

Total distributions to shareholders		(0.16	)		(0.20	)		—

Net asset value - End of period	$	10.64		$	9.58		$	8.61

Net assets - End of period (000’s omitted)	$	27,904		$	15,782		$	101,213	³

Total return⁴		12.85	%		13.97	%		(13.90	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.29	%^5,6		0.30	%⁷		0.30	%^7,8
Net investment income (loss)		1.20	%		0.19	%		(0.28	%)⁸
Series portfolio turnover⁹		11	%		9	%		0	%

* 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:

		0.42	%⁶		1.31	%⁷		1,071	%^7,8,10

Target 2010 Series Class R


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.54		$	8.61		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.12			(0.05	)		0.02
Net realized and unrealized gain (loss) on underlying series		1.07			1.18			(1.41	)

Total from investment operations		1.19			1.13			(1.39	)

Less distributions to shareholders:
From net investment income		(0.14	)		(0.20	)		—
From net realized gain on investments		(0.02	)		—			—

Total distributions to shareholders		(0.16	)		(0.20	)		—

Net asset value - End of period	$	10.57		$	9.54		$	8.61

Net assets - End of period (000’s omitted)	$	3,655		$	284		$	86	³

Total return⁴		12.64	%		13.54	%		(13.90	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.52	%^5,6		0.55	%⁷		0.55	%^7,8
Net investment income (loss)		1.16	%		(0.55	%)		0.36	%⁸
Series portfolio turnover⁹		11	%		9	%		0	%

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.41	%⁶		25.36	%⁷		42,882	%^7,8,10

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵

⁶	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.84%.

⁷	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁸	Annualized.

⁹	Reflects activity of the Series and does not include the activity of the underlying series.

¹⁰	The 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

Target 2010 Series Class C


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.49		$	8.58		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.06			(0.01	)		(0.05	)
Net realized and unrealized gain (loss) on underlying series		1.08			1.10			(1.37	)

Total from investment operations		1.14			1.09			(1.42	)

Less distributions to shareholders:
From net investment income		(0.08	)		(0.18	)		—
From net realized gain on investments		(0.02	)		—			—

Total distributions to shareholders		(0.10	)		(0.18	)		—

Net asset value - End of period	$	10.53		$	9.49		$	8.58

Net assets - End of period (000’s omitted)	$	2,247		$	1,471		$	98,226	³

Total return⁴		12.12	%		13.13	%		(14.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.98	%^5,6		1.05	%⁷		1.05	%^7,8
Net investment income (loss)		0.58	%		(0.12	%)		(1.03	%)⁸
Series portfolio turnover⁹		11	%		9	%		0	%

* 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:

		0.44	%⁶		5.01	%⁷		919	%^7,8,10

Target 2010 Series Class I


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.62		$	8.63		$	10.00

Income (loss) from investment operations:
Net investment income²		0.14			0.07			0.05
Net realized and unrealized gain (loss) on underlying series		1.10			1.12			(1.42	)

Total from investment operations		1.24			1.19			(1.37	)

Less distributions to shareholders:
From net investment income		(0.16	)		(0.20	)		—
From net realized gain on investments		(0.02	)		—			—

Total distributions to shareholders		(0.18	)		(0.20	)		—

Net asset value - End of period	$	10.68		$	9.62		$	8.63

Net assets - End of period (000’s omitted)	$	1,465		$	469		$	159	³

Total return⁴		13.10	%		14.23	%		(13.70	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%⁶		0.05	%⁷		0.05	%^7,8
Net investment income		1.44	%		0.83	%		0.86	%⁸
Series portfolio turnover⁹		11	%		9	%		0	%

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.43	%⁶		8.26	%⁷		42,439	%^7,8,10

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵

⁶	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.84%.

⁷	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁸	Annualized.

⁹	Reflects activity of the Series and does not include the activity of the underlying series.

¹⁰	The 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

Target 2020 Series Class K


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.16		$	8.14		$	10.00

Income (loss) from investment operations:
Net investment income²		0.13			0.02			0.04
Net realized and unrealized gain (loss) on underlying series		1.23			1.21			(1.90	)

Total from investment operations		1.36			1.23			(1.86	)

Less distributions to shareholders:
From net investment income		(0.17	)		(0.21	)		—
From net realized gain on investments		(0.02	)		—			—

Total distributions to shareholders		(0.19	)		(0.21	)		—

Net asset value - End of period	$	10.33		$	9.16		$	8.14

Net assets - End of period (000’s omitted)	$	64,613		$	30,089		$	157	³

Total return⁴		14.89	%		15.72	%		(18.60	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.29	%^5,6		0.30	%⁷		0.30	%^7,8
Net investment income		1.38	%		0.28	%		0.74	%⁸
Series portfolio turnover⁹		20	%		9	%		31	%

* 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:

		0.17	%⁶		0.72	%⁷		34,421	%^7,8,10

Target 2020 Series Class R


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.10		$	8.13		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.12			(0.05	)		0.04
Net realized and unrealized gain (loss) on underlying series		1.21			1.23			(1.91	)

Total from investment operations		1.33			1.18			(1.87	)

Less distributions to shareholders:
From net investment income		(0.17	)		(0.21	)		—
From net realized gain on investments		(0.02	)		—			—

Total distributions to shareholders		(0.19	)		(0.21	)		—

Net asset value - End of period	$	10.24		$	9.10		$	8.13

Net assets - End of period (000’s omitted)	$	12,229		$	562		$	81	³

Total return⁴		14.72	%		15.13	%		(18.70	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.52	%^5,6		0.55	%⁷		0.55	%^7,8
Net investment income (loss)		1.25	%		(0.54	%)		0.62	%⁸
Series portfolio turnover⁹		20	%		9	%		31	%

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.18	%⁶		14.54	%⁷		38,136	%^7,8,10

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵

⁶	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.84% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁷	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁸	Annualized.

⁹	Reflects activity of the Series and does not include the activity of the underlying series.

¹⁰	The 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

Target 2020 Series Class C


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.06		$	8.10		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.10			0.02			(0.05	)
Net realized and unrealized gain (loss) on underlying series		1.18			1.13			(1.85	)

Total from investment operations		1.28			1.15			(1.90	)

Less distributions to shareholders:
From net investment income		(0.11	)		(0.19	)		—
From net realized gain on investments		(0.02	)		—			—

Total distributions to shareholders		(0.13	)		(0.19	)		—

Net asset value - End of period	$	10.21		$	9.06		$	8.10

Net assets - End of period (000’s omitted)	$	3,803		$	2,123		$	228,171	³

Total return⁴		14.24	%		14.74	%		(19.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.98	%^5,6		1.05	%⁷		1.05	%^7,8
Net investment income (loss)		1.03	%		0.25	%		(1.05	%)⁸
Series portfolio turnover⁹		20	%		9	%		31	%

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.18	%⁶		3.08	%⁷		158	%^7,8,10

Target 2020 Series Class I


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.19		$	8.15		$	10.00

Income (loss) from investment operations:
Net investment income²		0.18			0.10			—	¹¹
Net realized and unrealized gain (loss) on underlying series		1.21			1.15			(1.85	)

Total from investment operations		1.39			1.25			(1.85	)

Less distributions to shareholders:
From net investment income		(0.19	)		(0.21	)		—
From net realized gain on investments		(0.02	)		—			—

Total distributions to shareholders		(0.21	)		(0.21	)		—

Net asset value - End of period	$	10.37		$	9.19		$	8.15

Net assets - End of period (000’s omitted)	$	3,474		$	1,927		$	51,467	³

Total return⁴		15.24	%		15.98	%		(18.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%⁶		0.05	%⁷		0.05	%^7,8
Net investment income (loss)		1.89	%		1.22	%		(0.02	%)⁸
Series portfolio turnover⁹		20	%		9	%		31	%

* 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:

		0.19	%⁶		2.90	%⁷		871	%^7,8,10

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵

⁶	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.84% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁷	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁸	Annualized.

⁹	Reflects activity of the Series and does not include the activity of the underlying series.

¹⁰	The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

¹¹	Less than $0.01.

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

Financial Highlights

Target 2030 Series Class K


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.85		$	7.81		$	10.00

Income (loss) from investment operations:
Net investment income²		0.08			0.01			0.03
Net realized and unrealized gain (loss) on underlying series		1.36			1.20			(2.22	)

Total from investment operations		1.44			1.21			(2.19	)

Less distributions to shareholders:
From net investment income		(0.11	)		(0.17	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.14	)		(0.17	)		—

Net asset value - End of period	$	10.15		$	8.85		$	7.81

Net assets - End of period (000’s omitted)	$	66,235		$	23,597		$	118	³

Total return⁴		16.34	%		16.05	%		(21.90	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.29	%^5,6		0.30	%⁷		0.30	%^7,8
Net investment income		0.87	%		0.14	%		0.54	%⁸
Series portfolio turnover⁹		15	%		9	%		—	%¹⁰

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.20	%⁶		0.97	%⁷		37,175	%^7,8,11

Target 2030 Series Class R


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.83		$	7.79		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.06			(0.05	)		0.02
Net realized and unrealized gain (loss) on underlying series		1.35			1.26			(2.23	)

Total from investment operations		1.41			1.21			(2.21	)

Less distributions to shareholders:
From net investment income		(0.12	)		(0.17	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.15	)		(0.17	)		—

Net asset value - End of period	$	10.09		$	8.83		$	7.79

Net assets - End of period (000’s omitted)	$	7,162		$	328		$	78	³

Total return⁴		16.01	%		16.09	%		(22.10	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.54	%^5,6		0.55	%⁷		0.55	%^7,8
Net investment income (loss)		0.68	%		(0.53	%)		0.31	%⁸
Series portfolio turnover⁹		15	%		9	%		—	%¹⁰

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.18	%⁶		28.67	%⁷		38,768	%^7,8,11

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵

⁶	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁷	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁸	Annualized.

⁹	Reflects activity of the Series and does not include the activity of the underlying series.

¹⁰	Less than 1%.

¹¹	The 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

Target 2030 Series Class C


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.78		$	7.77		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.03			(0.02	)		(0.01	)
Net realized and unrealized gain (loss) on underlying series		1.33			1.19			(2.22	)

Total from investment operations		1.36			1.17			(2.23	)

Less distributions to shareholders:
From net investment income		(0.06	)		(0.16	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.09	)		(0.16	)		—

Net asset value - End of period	$	10.05		$	8.78		$	7.77

Net assets - End of period (000’s omitted)	$	2,231		$	1,034		$	78	³

Total return⁴		15.50	%		15.57	%		(22.30	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.00	%^5,6		1.05	%⁷		1.05	%^7,8
Net investment income (loss)		0.31	%		(0.22	%)		(0.17	%)⁸
Series portfolio turnover⁹		15	%		9	%		—	%¹⁰

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.22	%⁶		5.84	%⁷		38,789	%^7,8,11

Target 2030 Series Class I


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.90		$	7.82		$	10.00

Income (loss) from investment operations:
Net investment income²		0.13			0.11			0.01
Net realized and unrealized gain (loss) on underlying series		1.35			1.14			(2.19	)

Total from investment operations		1.48			1.25			(2.18	)

Less distributions to shareholders:
From net investment income		(0.14	)		(0.17	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.17	)		(0.17	)		—

Net asset value - End of period	$	10.21		$	8.90		$	7.82

Net assets - End of period (000’s omitted)	$	2,932		$	1,316		$	12,591	³

Total return⁴		16.76	%		16.56	%		(21.80	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%⁶		0.05	%⁷		0.05	%^7,8
Net investment income		1.34	%		1.37	%		0.16	%⁸
Series portfolio turnover⁹		15	%		9	%		—	%¹⁰

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:

		0.22	%⁶		6.18	%⁷		14,979	%^7,8,11

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵

⁶	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁷	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁸	Annualized.

⁹	Reflects activity of the Series and does not include the activity of the underlying series.

¹⁰	Less than 1%.

¹¹	The 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

Target 2040 Series Class K


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.79		$	7.58		$	10.00

Income (loss) from investment operations:
Net investment income²		0.04			—	³		0.02
Net realized and unrealized gain (loss) on underlying series		1.46			1.36			(2.44	)

Total from investment operations		1.50			1.36			(2.42	)

Less distributions to shareholders:
From net investment income		(0.06	)		(0.15	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.09	)		(0.15	)		—

Net asset value - End of period	$	10.20		$	8.79		$	7.58

Net assets - End of period (000’s omitted)	$	42,417		$	12,880		$	76	⁴

Total return⁵		17.10	%		18.60	%		(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁶		0.29	%⁷		0.30	%		0.30	%⁸
Net investment income		0.43	%		0.05	%		0.40	%⁸
Series portfolio turnover⁹		4	%		7	%		—	%¹⁰

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts⁶:

		0.32	%		2.10	%		28,865	%^8,11

Target 2040 Series Class R


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.76		$	7.58		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.04			(0.02	)		0.01
Net realized and unrealized gain (loss) on underlying series		1.43			1.35			(2.43	)

Total from investment operations		1.47			1.33			(2.42	)

Less distributions to shareholders:
From net investment income		(0.06	)		(0.15	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.09	)		(0.15	)		—

Net asset value - End of period	$	10.14		$	8.76		$	7.58

Net assets - End of period (000’s omitted)	$	8,168		$	504		$	76	⁴

Total return⁵		16.85	%		18.21	%		(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁶		0.52	%⁷		0.55	%		0.55	%⁸
Net investment income (loss)		0.40	%		(0.21	%)		0.14	%⁸
Series portfolio turnover⁹		4	%		7	%		—	%¹⁰

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts⁶:

		0.31	%		16.27	%		28,865	%^8,11

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Less than $0.01.

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

⁵	Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the period. Periods less than one year are not annualized.

⁶	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁷

⁸	Annualized.

⁹	Reflects activity of the Series and does not include the activity of the underlying series.

¹⁰	Less than 1%.

¹¹	The 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

Target 2040 Series Class C


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.70		$	7.55		$	10.00

Income (loss) from investment operations:
Net investment loss²		(0.01	)		(0.06	)		(0.02	)
Net realized and unrealized gain (loss) on underlying series		1.43			1.36			(2.43	)

Total from investment operations		1.42			1.30			(2.45	)

Less distributions to shareholders:
From net investment income		(0.03	)		(0.15	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.06	)		(0.15	)		—

Net asset value - End of period	$	10.06		$	8.70		$	7.55

Net assets - End of period (000’s omitted)	$	875		$	440		$	75	³

Total return⁴		16.32	%		17.88	%		(24.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵		0.99	%⁶		1.05	%		1.05	%⁷
Net investment loss		(0.12	%)		(0.65	%)		(0.36	%)⁷
Series portfolio turnover⁸		4	%		7	%		—	%⁹

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts⁵:

		0.37	%		15.19	%		28,898	%^7,10

Target 2040 Series Class I


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.83		$	7.60		$	10.00

Income (loss) from investment operations:
Net investment income²		0.08			0.07			—	¹¹
Net realized and unrealized gain (loss) on underlying series		1.46			1.32			(2.40	)

Total from investment operations		1.54			1.39			(2.40	)

Less distributions to shareholders:
From net investment income		(0.08	)		(0.16	)		—
From net realized gain on investments		(0.03	)		—			—

Total distributions to shareholders		(0.11	)		(0.16	)		—

Net asset value - End of period	$	10.26		$	8.83		$	7.60

Net assets - End of period (000’s omitted)	$	1,066		$	428		$	28,539	³

Total return⁴		17.52	%		18.86	%		(24.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵		0.05	%		0.05	%		0.05	%⁷
Net investment income (loss)		0.84	%		0.93	%		(0.04	%)⁷
Series portfolio turnover⁸		4	%		7	%		—	%⁹

* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts⁵:

		0.36	%		18.65	%		767	%^7,10

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁶

⁷	Annualized.

⁸	Reflects activity of the Series and does not include the activity of the underlying series.

⁹	Less than 1%.

¹⁰	The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

¹¹	Less than $0.01.

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

Financial Highlights

Target 2050 Series Class K


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.85		$	7.58		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.03			(0.02	)		0.02
Net realized and unrealized gain (loss) on underlying series		1.48			1.52			(2.44	)

Total from investment operations		1.51			1.50			(2.42	)

Less distributions to shareholders:
From net investment income		(0.06	)		(0.23	)		—
From net realized gain on investments		(0.08	)		—			—

Total distributions to shareholders		(0.14	)		(0.23	)		—

Net asset value - End of period	$	10.22		$	8.85		$	7.58

Net assets - End of period (000’s omitted)	$	15,242		$	1,047		$	76	³

Total return⁴		17.16	%		20.71	%		(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵		0.30	%⁶		0.30	%		0.30	%⁷
Net investment income (loss)		0.28	%		(0.24	%)		0.40	%⁷
Series portfolio turnover⁸		3	%		46	%		1	%

* 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 amounts⁵:

		1.07	%		25.10	%		35,232	%^7,9

Target 2050 Series Class R


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.82		$	7.58		$	10.00

Income (loss) from investment operations:
Net investment income (loss)²		0.03			(0.05	)		0.01
Net realized and unrealized gain (loss) on underlying series		1.44			1.52			(2.43	)

Total from investment operations		1.47			1.47			(2.42	)

Less distributions to shareholders:
From net investment income		(0.05	)		(0.23	)		—
From net realized gain on investments		(0.08	)		—			—

Total distributions to shareholders		(0.13	)		(0.23	)		—

Net asset value - End of period	$	10.16		$	8.82		$	7.58

Net assets - End of period (000’s omitted)	$	2,154		$	601		$	76	³

Total return⁴		16.85	%		20.31	%		(24.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵		0.53	%⁶		0.55	%		0.55	%⁷
Net investment income (loss)		0.27	%		(0.50	%)		0.14	%⁷
Series portfolio turnover⁸		3	%		46	%		1	%

* 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 amounts⁵:

		1.44	%		242.05	%		35,243	%^7,9

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁶

⁷	Annualized.

⁸	Reflects activity of the Series and does not include the activity of the underlying series.

⁹	The 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

Target 2050 Series Class C


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.75		$	7.55		$	10.00

Income (loss) from investment operations:
Net investment loss²		(0.04	)		(0.06	)		(0.02	)
Net realized and unrealized gain (loss) on underlying series		1.46			1.49			(2.43	)

Total from investment operations		1.42			1.43			(2.45	)

Less distributions to shareholders:
From net investment income		(0.01	)		(0.23	)		—
From net realized gain on investments		(0.08	)		—			—

Total distributions to shareholders		(0.09	)		(0.23	)		—

Net asset value - End of period	$	10.08		$	8.75		$	7.55

Net assets - End of period (000’s omitted)	$	843		$	99		$	75	³

Total return⁴		16.34	%		19.84	%		(24.50	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵		1.02	%⁶		1.05	%		1.05	%⁷
Net investment loss		(0.44	%)		(0.71	%)		(0.36	%)⁷
Series portfolio turnover⁸		3	%		46	%		1	%

* 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 amounts⁵:

		1.23	%		73.45	%		35,267	%^7,9

Target 2050 Series Class I


	For the Year Ended 10/31/10			For the Year Ended 10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.90		$	7.60		$	10.00

Income (loss) from investment operations:
Net investment income²		0.07			0.16			—	¹⁰
Net realized and unrealized gain (loss) on underlying series		1.47			1.37			(2.40	)

Total from investment operations		1.54			1.53			(2.40	)

Less distributions to shareholders:
From net investment income		(0.08	)		(0.23	)		—
From net realized gain on investments		(0.08	)		—			—

Total distributions to shareholders		(0.16	)		(0.23	)		—

Net asset value - End of period	$	10.28		$	8.90		$	7.60

Net assets - End of period (000’s omitted)	$	129		$	79		$	17,863	³

Total return⁴		17.40	%		21.07	%		(24.00	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*⁵		0.05	%		0.05	%		0.05	%⁷
Net investment income (loss)		0.76	%		2.07	%		(0.03	%)⁷
Series portfolio turnover⁸		3	%		46	%		1	%

* 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 amounts⁵:

		1.90	%		141.53	%		1,903	%^7,9

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

³	Represents the whole number without rounding to the 000’s.

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

⁵	Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%.

⁶

⁷	Annualized.

⁸	Reflects activity of the Series and does not include the activity of the underlying series.

⁹	The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

¹⁰	Less than $0.01.

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

Notes to Financial Statements

1.	ORGANIZATION

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

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

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

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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

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

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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). The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following is a summary of the valuation levels used for major security types as of October 31, 2010 in valuing the Series’ assets or liabilities carried at market value:


			Target Income Series
Description	Total		Level 1		Level 2		Level 3
Assets:
Mutual funds	$	48,747,964	$	48,747,964	$	—	$	—
Other financial instruments*:		—		—		—		—

Total assets:		48,747,964		48,747,964				—

Liabilities:
Other financial instruments*:		—		—		—		—

Total liabilities:		—		—		—		—

Total	$	48,747,964	$	48,747,964	$	—	$	—


			Target 2010 Series
Description	Total		Level 1		Level 2		Level 3
Assets:
Mutual funds	$	35,284,308	$	35,284,308	$	—	$	—
Other financial instruments*:		—		—		—		—

Total assets:		35,284,308		35,284,308				—

Liabilities:
Other financial instruments*:		—		—		—		—

Total liabilities:		—		—		—		—

Total	$	35,284,308	$	35,284,308	$	—	$	—

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


			Target 2020 Series
Description	Total		Level 1		Level 2		Level 3
Assets:
Mutual funds	$	84,161,078	$	84,161,078	$	—	$	—
Other financial instruments*:		—		—		—		—

Total assets:		84,161,078		84,161,078				—

Liabilities:
Other financial instruments*:		—		—		—		—

Total liabilities:		—		—		—		—

Total	$	84,161,078	$	84,161,078	$	—	$	—


			Target 2030 Series
Description	Total		Level 1		Level 2		Level 3
Assets:
Mutual funds	$	78,593,726	$	78,593,726	$	—	$	—
Other financial instruments*:		—		—		—		—

Total assets:		78,593,726		78,593,726				—

Liabilities:
Other financial instruments*:		—		—		—		—

Total liabilities:		—		—		—		—

Total	$	78,593,726	$	78,593,726	$	—	$	—


			Target 2040 Series
Description	Total		Level 1		Level 2		Level 3
Assets:
Mutual funds	$	52,547,985	$	52,547,985	$	—	$	—
Other financial instruments*:		—		—		—		—

Total assets:		52,547,985		52,547,985				—

Liabilities:
Other financial instruments*:		—		—		—		—

Total liabilities:		—		—		—		—

Total	$	52,547,985	$	52,547,985	$	—	$	—

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


			Target 2050 Series
Description	Total		Level 1		Level 2		Level 3
Assets:
Mutual funds	$	18,366,922	$	18,366,922	$	—	$	—
Other financial instruments*:		—		—		—		—

Total assets:		18,366,922		18,366,922				—

Liabilities:
Other financial instruments*:		—		—		—		—

Total liabilities:		—		—		—		—

Total	$	18,366,922	$	18,366,922	$	—	$	—

Other financial instruments are derivative instruments such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of October 31, 2010, the Series did not hold any derivative instruments.

There were no Level 3 securities held by any of the Series as of October 31, 2009 or October 31, 2010.

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 market value of the securities received.

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

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

Federal Taxes

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

to shareholders each year its taxable income, including any net realized gains on investments, in accordance with requirements of the Internal Revenue Code. Accordingly, no provision for federal income tax or excise tax has been made in the financial statements.

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2010, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to betaken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2008 through October 31, 2010. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Additionally, based on the Series’ understanding of the tax rules and rates related to income, gains and transactions for foreign jurisdictions in which they invest, the Series will provide for foreign taxes, and where appropriate, deferred foreign tax.

Distributions of Income and Gains

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

Indemnifications

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

3.	TRANSACTIONS WITH AFFILIATES (continued)

The Advisor has contractually agreed, until at least February 28, 2020, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of distribution and service fees, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the underlying series. For the year ended October 31, 2010, the Advisor reimbursed expenses of $115,103 for Target Income Series, $126,761 for Target 2010 Series, $118,103 for Target 2020 Series, $120,629 for Target 2030 Series, $125,395 for Target 2040 Series and $135,174 for Target 2050 Series, which is included as a reduction of expenses on the Statements of Operations. For the year ended October 31, 2010, the Advisor voluntarily waived additional fees of $758 for each Series, which is also included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been reimbursed in prior years.

Manning & Napier Investor Services, Inc., a registered broker-dealer affiliate of the Advisor, acts as distributor for the Fund’s shares. Each Series compensates the distributor for distributing and servicing the Series’ Class K, Class R and Class C shares pursuant to a distribution plan adopted under Rule 12b-1 of the 1940 Act, regardless of expenses actually incurred. Under the agreement, each Series pays distribution and services fees to the distributor at an annual rate of 0.25% of average daily net assets attributable to Class K shares, 0.50% of average daily net assets attributable to Class R shares, and 1.00% of average daily net assets attributable to Class C shares. There are no distribution and services fees on the Class I shares of each Series. The fees are accrued daily and paid monthly. During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense.

For fund accounting services through November 7, 2009, the Fund paid the Advisor an annual fee of $19,000 for each Target Series. For transfer agency services through November 7, 2009, the Fund pays the Advisor an annual fee of $12,000 per class for each Target Series. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Prior to October 12, 2009 (for sub-accountant) and November 9, 2009 (for sub-transfer agent), the Advisor had an agreement with Citi Fund Services, Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer agent.

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

Notes to Financial Statements

4.	PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2010, purchases and sales of underlying series were as follows:


Series	Purchases		Sales
Target Income Series	$	6,155,927	$	4,066,511
Target 2010 Series	$	17,492,905	$	3,353,271
Target 2020 Series	$	54,610,845	$	13,091,092
Target 2030 Series	$	53,542,597	$	8,447,830
Target 2040 Series	$	35,131,282	$	1,653,275
Target 2050 Series	$	15,531,178	$	315,791

5.	INVESTMENTS IN AFFILIATED ISSUERS

A summary of the Funds’ transactions in the shares of affiliated issuers during the year ended October 31, 2010 is set forth below:


Target Income Series	Value at 10/31/09		Purchase Cost		Sales Proceeds		Value at 10/31/10		Shares Held at 10/31/10		Dividend Income 10/31/09 through 10/31/10		Net Realized Gain 10/31/09 through 10/31/10
Manning & Napier Pro-Blend^® Conservative Term Series - Class I	$	42,581,647	$	6,155,927	$	4,066,511	$	48,747,964		4,419,580	$	961,051	$	511,837

	$	42,581,647	$	6,155,927	$	4,066,511	$	48,747,964		4,419,580	$	961,051	$	511,837


Target 2010 Series	Value at 10/31/09		Purchase Cost		Sales Proceeds		Value at 10/31/10		Shares Held at 10/31/10		Dividend Income 10/31/09 through 10/31/10		Net Realized Gain 10/31/09 through 10/31/10
Manning & Napier Pro-Blend^® Moderate Term Series - Class I	$	18,015,627	$	17,492,905	$	3,353,271	$	35,284,308		3,328,708	$	453,756	$	674,697

	$	18,015,627	$	17,492,905	$	3,353,271	$	35,284,308		3,328,708	$	453,756	$	674,697


Target 2020 Series	Value at 10/31/09		Purchase Cost		Sales Proceeds		Value at 10/31/10		Shares Held at 10/31/10		Dividend Income 10/31/09 through 10/31/10		Net Realized Gain 10/31/09 through 10/31/10
Manning & Napier Pro-Blend^® Extended Term Series - Class I	$	34,718,093	$	38,261,934	$	12,260,597	$	67,490,359		6,578,008	$	1,048,839	$	2,849,424
Manning & Napier Pro-Blend^® Moderate Term Series - Class I		—		16,348,911		830,495		16,670,719		1,572,709		92,911		13,486

	$	34,718,093	$	54,610,845	$	13,091,092	$	84,161,078		8,150,717	$	1,141,750	$	2,862,910

Notes to Financial Statements

5.	INVESTMENTS IN AFFILIATED ISSUERS (continued)


Target 2030 Series	Value at 10/31/09		Purchase Cost		Sales Proceeds		Value at 10/31/10		Shares Held at 10/31/10		Dividend Income 10/31/09 through 10/31/10		Net Realized Gain 10/31/09 through 10/31/10
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	$	13,347,235	$	20,249,738	$	5,532,616	$	31,260,145		3,088,947	$	198,020	$	1,708,471
Manning & Napier Pro-Blend^® Extended Term Series - Class I		12,940,055		33,292,859		2,915,214		47,333,581		4,613,410		503,642		661,051

	$	26,287,290	$	53,542,597	$	8,447,830	$	78,593,726		7,702,357	$	701,662	$	2,369,522


Target 2040 Series	Value at 10/31/09		Purchase Cost		Sales Proceeds		Value at 10/31/10		Shares Held at 10/31/10		Dividend Income 10/31/09 through 10/31/10		Net Realized Gain 10/31/09 through 10/31/10
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	$	14,250,754	$	35,131,282	$	1,653,275	$	52,547,985		5,192,489	$	296,507	$	513,686

	$	14,250,754	$	35,131,282	$	1,653,275	$	52,547,985		5,192,489	$	296,507	$	513,686


Target 2050 Series	Value at 10/31/09		Purchase Cost		Sales Proceeds		Value at 10/31/10		Shares Held at 10/31/10		Dividend Income 10/31/09 through 10/31/10		Net Realized Gain 10/31/09 through 10/31/10
Manning & Napier Pro-Blend^® Maximum Term Series - Class I	$	1,825,785	$	15,531,178	$	315,791	$	18,366,922		1,814,913	$	72,891	$	36,638

	$	1,825,785	$	15,531,178	$	315,791	$	18,366,922		1,814,913	$	72,891	$	36,638

6.	CAPITAL STOCK TRANSACTIONS

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


Target Income Series:	For the Year Ended 10/31/10 Class K						For the Year Ended 10/31/09 Class K						For the Year Ended 10/31/10 Class R						For the Year Ended 10/31/09 Class R
Sold		448,219		$	4,604,788			4,514,355		$	41,239,891			32,298		$	334,064			5,379		$	54,154
Reinvested		93,872			953,592			201			1,841			107			1,091			—	*		2
Repurchased		(443,760	)		(4,605,012	)		(366,425	)		(3,488,850	)		(5,980	)		(65,129	)		(71	)		(718	)

Total		98,331		$	953,368			4,148,131		$	37,752,882			26,425		$	270,026			5,308		$	53,438

Notes to Financial Statements

6.	CAPITAL STOCK TRANSACTIONS (continued)


Target Income Series:	For the Year Ended 10/31/10 Class C						For the Year Ended 10/31/09 Class C						For the Year Ended 10/31/10 Class I						For the Year Ended 10/31/09 Class I
Sold		86,050		$	881,565			38,623		$	368,418			27,493		$	284,781			10,821		$	103,574
Reinvested		556			5,571			—	*		2			499			5,082			6			53
Repurchased		(9,325	)		(94,978	)		(5,663	)		(49,236	)		(6,772	)		(72,022	)		(5,136	)		(49,396	)

Total		77,281		$	792,158			32,960		$	319,184			21,220		$	217,841			5,691		$	54,231


Target 2010 Series:	For the Year Ended 10/31/10 Class K						For the Year Ended 10/31/09 Class K						For the Year Ended 10/31/10 Class R						For the Year Ended 10/31/09 Class R
Sold		1,243,416		$	12,287,574			1,742,272		$	14,833,594			375,115		$	3,683,609			29,844		$	281,376
Reinvested		30,080			294,419			472			3,846			3,588			34,905			—	*		2
Repurchased		(297,763	)		(2,998,485	)		(107,542	)		(949,897	)		(62,518	)		(626,115	)		(111	)		(941	)

Total		975,733		$	9,583,508			1,635,202		$	13,887,543			316,185		$	3,092,399			29,733		$	280,437


Target 2010 Series:	For the Year Ended 10/31/10 Class C						For the Year Ended 10/31/09 Class C						For the Year Ended 10/31/10 Class I						For the Year Ended 10/31/09 Class I
Sold		134,180		$	1,323,150			143,296		$	1,279,993			125,923		$	1,266,774			51,725		$	455,086
Reinvested		1,573			15,238			261			2,116			1,590			15,623			140			1,141
Repurchased		(77,293	)		(756,993	)		—			—			(39,049	)		(394,126	)		(3,155	)		(27,973	)

Total		58,460		$	581,395			143,557		$	1,282,109			88,464		$	888,271			48,710		$	428,254


Target 2020 Series:	For the Year Ended 10/31/10 Class K						For the Year Ended 10/31/09 Class K						For the Year Ended 10/31/10 Class R						For the Year Ended 10/31/09 Class R
Sold		3,428,623		$	32,716,250			3,443,211		$	28,020,075			1,271,570		$	12,079,873			61,784		$	554,710
Reinvested		75,864			715,478			1,274			9,533			11,223			105,035			—	*		2
Repurchased		(537,212	)		(5,209,739	)		(158,310	)		(1,363,931	)		(149,951	)		(1,441,758	)		(51	)		(379	)

Total		2,967,275		$	28,221,989			3,286,175		$	26,665,677			1,132,842		$	10,743,150			61,733		$	554,333


Target 2020 Series:	For the Year Ended 10/31/10 Class C						For the Year Ended 10/31/09 Class C						For the Year Ended 10/31/10 Class I						For the Year Ended 10/31/09 Class I
Sold		154,981		$	1,470,332			205,520		$	1,694,895			205,330		$	1,990,302			260,233		$	2,131,142
Reinvested		4,034			37,601			727			5,417			5,874			55,517			913			6,847
Repurchased		(20,942	)		(199,108	)		(130	)		(1,200	)		(85,824	)		(827,830	)		(57,717	)		(470,057	)

Total		138,073		$	1,308,825			206,117		$	1,699,112			125,380		$	1,217,989			203,429		$	1,667,932

Notes to Financial Statements

6.	CAPITAL STOCK TRANSACTIONS (continued)


Target 2030 Series:	For the Year Ended 10/31/10 Class K						For the Year Ended 10/31/09 Class K						For the Year Ended 10/31/10 Class R						For the Year Ended 10/31/09 Class R
Sold		4,443,289		$	41,866,032			2,794,177		$	21,809,364			715,219		$	6,782,144			37,951		$	332,769
Reinvested		50,346			466,037			1			5			2,715			25,049			—	*		2
Repurchased		(633,539	)		(5,919,500	)		(127,671	)		(1,047,780	)		(45,359	)		(420,314	)		(807	)		(5,692	)

Total		3,860,096		$	36,412,569			2,666,507		$	20,761,589			672,575		$	6,386,879			37,144		$	327,079


Target 2030 Series:	For the Year Ended 10/31/10 Class C						For the Year Ended 10/31/09 Class C						For the Year Ended 10/31/10 Class I						For the Year Ended 10/31/09 Class I
Sold		122,492		$	1,143,648			118,501		$	958,524			189,980		$	1,812,436			199,628		$	1,570,440
Reinvested		1,262			11,572			119			828			3,434			31,915			838			5,897
Repurchased		(19,514	)		(180,906	)		(797	)		(7,212	)		(54,152	)		(524,884	)		(54,262	)		(410,564	)

Total		104,240		$	974,314			117,823		$	952,140			139,262		$	1,319,467			146,204		$	1,165,773


Target 2040 Series:	For the Year Ended 10/31/10 Class K						For the Year Ended 10/31/09 Class K						For the Year Ended 10/31/10 Class R						For the Year Ended 10/31/09 Class R
Sold		2,916,361		$	27,809,525			1,526,640		$	11,952,261			853,099		$	7,955,763			57,580		$	486,565
Reinvested		16,658			155,303			118			797			3,551			32,952			1			2
Repurchased		(241,369	)		(2,289,814	)		(61,166	)		(497,219	)		(108,866	)		(1,031,969	)		(83	)		(698	)

Total		2,691,650		$	25,675,014			1,465,592		$	11,455,839			747,784		$	6,956,746			57,498		$	485,869


Target 2040 Series:	For the Year Ended 10/31/10 Class C						For the Year Ended 10/31/09 Class C						For the Year Ended 10/31/10 Class I						For the Year Ended 10/31/09 Class I
Sold		36,243		$	341,034			50,606		$	434,520			84,367		$	801,764			49,478		$	378,200
Reinvested		278			2,566			1			2			913			8,537			186			1,266
Repurchased		(123	)		(1,158	)		—			—			(29,792	)		(289,459	)		(4,920	)		(37,513	)

Total		36,398		$	342,442			50,607		$	434,522			55,488		$	520,842			44,744		$	341,953


Target 2050 Series:	For the Year Ended 10/31/10 Class K						For the Year Ended 10/31/09 Class K						For the Year Ended 10/31/10 Class R						For the Year Ended 10/31/09 Class R
Sold		1,409,255		$	13,529,763			138,367		$	1,163,926			167,914		$	1,555,085			68,090		$	614,158
Reinvested		3,364			31,422			—	*		2			1,003			9,326			—	*		2
Repurchased		(39,869	)		(375,994	)		(20,070	)		(155,126	)		(25,066	)		(232,676	)		(1	)		(4	)

Total		1,372,750		$	13,185,191			118,297		$	1,008,802			143,851		$	1,331,735			68,089		$	614,156

Notes to Financial Statements

6.	CAPITAL STOCK TRANSACTIONS (continued)


Target 2050 Series:	For the Year Ended 10/31/10 Class C						For the Year Ended 10/31/09 Class C						For the Year Ended 10/31/10 Class I						For the Year Ended 10/31/09 Class I
Sold		77,153		$	722,745			11,569		$	90,462			10,214		$	94,790			7,680		$	58,108
Reinvested		123			1,139			—	*		2			152			1,421			113			760
Repurchased		(4,884	)		(45,731	)		(308	)		(2,800	)		(6,646	)		(62,642	)		(1,324	)		(10,367	)

Total		72,392		$	678,153			11,261		$	87,664			3,720		$	33,569			6,469		$	48,501

Less than 1 share

At October 31, 2010, one omnibus account owned the following in Target Income Series and Target 2050 Series and two omnibus accounts owned the following in Target 2010 Series, Target 2020 Series, Target 2030 Series and Target 2040 Series:


Series	Shares Owned		Percentage of Series Shares Outstanding			Value
Target Income Series		3,927,300		88.6	%	$	43,278,850
Target 2010 Series		2,414,083		72.8	%		25,685,847
Target 2020 Series		5,691,588		69.8	%		58,737,190
Target 2030 Series		6,017,999		77.7	%		61,022,514
Target 2040 Series		3,846,648		74.7	%		39,235,811
Target 2050 Series		1,258,491		70.1	%		12,861,777

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

7.	FINANCIAL INSTRUMENTS

The underlying Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The underlying Series may be subject to various elements of risk and 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 derivatives 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.

8.	FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales. Each Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

Notes to Financial Statements

8.	FEDERAL INCOME TAX INFORMATION (continued)

The tax character of distributions were as follows:


	Target Income Series		Target 2010 Series		Target 2020 Series		Target 2030 Series		Target 2040 Series		Target 2050 Series
Ordinary income (2010)	$	969,933	$	360,854	$	913,781	$	534,869	$	199,683	$	43,339
Ordinary income (2009)	$	1,899	$	7,105	$	21,799	$	6,732	$	2,067	$	766

At October 31, 2010, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:


	Target Income Series			Target 2010 Series			Target 2020 Series			Target 2030 Series			Target 2040 Series			Target 2050 Series
Cost for federal income tax purposes	$	41,112,768		$	30,952,598		$	75,392,907		$	70,800,235		$	46,797,947		$	17,047,299
Unrealized appreciation	$	7,637,335		$	4,334,848		$	8,776,558		$	7,807,101		$	5,753,127		$	1,319,623
Unrealized depreciation		(2,139	)		(3,138	)		(8,387	)		(13,610	)		(3,089	)		—

Net unrealized appreciation	$	7,635,196		$	4,331,710		$	8,768,171		$	7,793,491		$	5,750,038		$	1,319,623

Undistributed ordinary income		221,969			51,932			154,716			1,962,937			107,330			35,358
Undistributed long-term capital gains		384,441			664,338			2,798,127			490,331			424,720			5,963
Capital loss carryover		—			—			—			—			4,179			3,034

At October 31, 2010, Target 2040 Series and Target 2050 Series had capital loss carryovers of $4,179 and $3,034, respectively, which are subject to limitations under Section 382-384 of The Internal Revenue Code, and are available to the extent allowed by tax law to offset future net capital gains, if any, which will expire on October 31, 2017 for Target 2040 Series and October 31, 2017 for Target 2050 Series.

Target 2040 Series and Target 2050 Series utilized $7,173 and $675, respectively, in capital loss carryovers in the current year.

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statements of assets and liabilities and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series (each a series of Manning & Napier Fund, Inc., hereafter collectively referred to as the “Series”) at October 31, 2010, and the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2010 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

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New York, New York

December 21, 2010

Supplemental Tax Information (unaudited)

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

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


*Series*	*QDI*
Target Income Series	$	163,623
Target 2010 Series		183,495
Target 2020 Series		655,424
Target 2030 Series		185,757
Target 2040 Series		198,647
Target 2050 Series		43,339

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


*Series*	*DRD%*
Target Income Series		15.66	%
Target 2010 Series		32.80	%
Target 2020 Series		43.83	%
Target 2030 Series		16.95	%
Target 2040 Series		73.20	%
Target 2050 Series		60.75	%

Directors’ and Officers’ Information (unaudited)

INTERESTED DIRECTOR/OFFICER


Name:		B. Reuben Auspitz*
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Executive Group Member**; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, Inc. President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

INDEPENDENT DIRECTORS

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		70
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		The Ashley Group (1995-2008) Genesee Corporation (1987-2007)

Name:		Peter L. Faber
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		72
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit) New York Collegium (non-profit) Boston Early Music Festival (non-profit)

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)


Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		64
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) HLTH Corp. (2000-present) Cheyne Capital International (2000-present) MPM Bio-equities (2000-present) GMP Companies (2000-present) HoustonPharma (2000-present)

Name:		Richard M. Hurwitz
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:		Chief Executive Officer, Pictometry International Corp. since August 2010 (provider of georeferenced, aerial image libraries and related software) Managing Partner (2006-July 2010) - Aegis Investment Partners, LLC (investments); Founder and Managing Partner (2004-2005) - Village Markets, LLC (groceries)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Pictometry International Corp. (2000-2010) Pioneering Technologies (2006-2009) Vensearch Capital Corp. (2003-2007)

Directors’ and Officers’ Information (unaudited)

OFFICERS


Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002, Executive Group Member** since 2003, - Manning & Napier Advisors, Inc. Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Beth Galusha
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Assistant Chief Financial Officer
Term of Office¹& Length of Time Served:		Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer and Treasurer, Manning & Napier Advisors, Inc. Holds one or more of the following titles for various affiliates: Chief Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Fund Reporting Manager, Manning & Napier Advisors, Inc. since 1997
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive Fairport, NY 14450
Age:		42
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, Inc. and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

**	Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

Effective June 2010, the Executive Group serves as an advisory board to the Chief Executive Officer.

¹	The term of office for President, Vice President, Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

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)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


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

Additional information available at www.manningnapieradvisors.com

1.	Fund Holdings - Month-End

2.	Fund Holdings - Quarter-End

3.	Shareholder Report - Annual

4.	Shareholder Report - Semi-Annual

MNTGT-10/10-AR

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				DIVIDEND FOCUS SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Despite several ups and downs over the past year, the markets made choppy progress. For the twelve months ended October 2010, the Russell 3000 Index gained 18.34%, aided by the rally that began in September. Growth stocks generally exceeded value stocks, with the Russell 1000 Value Index earning 15.71% over the twelve months ending October 31, 2010, and the Russell 1000 Growth Index gaining 19.65%. The Dividend Focus Series also posted double-digit returns over the past year, although at 12.32% its results trail both the S&P 500 and the Russell 1000 Value Indices.

The Dividend Focus Series uses a quantitative investment approach to target companies that possess high dividends, high free cash flow, and a low risk of financial distress. With a quality bias, the Series seeks to provide competitive equity returns, as well as capital preservation during market downturns. Given this risk aversion, the Series has less than a 1% allocation to the Financial sector, which continues to suffer from regulatory uncertainty and macroeconomic challenges such as indebted consumers, persistently high unemployment, a fragile housing market, and continued loan losses. This near avoidance of financial companies aided performance relative to the benchmark over the past year, with the exception of during the market rally in early 2010.

As of October 2010, the Series had substantial exposure to the Consumer Staples and Health Care sectors, which contain quality companies with solid balance sheets and an established history of paying dividends. The higher allocation to Consumer Staples was a positive contributor to the Series’ relative performance for most of the last year, particularly in the first half of 2010. While this allocation slightly detracted from results relative to the benchmark over the third quarter, specific selections in the Consumer Staples sector benefited relative performance during that time. Meanwhile, the Dividend Focus Series also had an overweight to the Energy Sector, although individual holdings in this sector hurt results relative to the benchmark throughout much of the past year.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc.

Performance Update as of October 31, 2010 (unaudited)


	Average Annual Total Returns As of October 31, 2010
	One Year			Since Inception¹
Manning & Napier Fund, Inc. - Dividend Focus Series²		12.32	%		14.20	%
Russell 1000^® Value Index³		15.71	%		12.42	%
Standard & Poor’s (S&P) 500 Total Return Index³		16.53	%		15.48	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Dividend Focus Series from its inception¹ (November 7, 2008) to present (October 31, 2010) to the Russell 1000^® Value Index and the S&P 500 Total Return Index.

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¹	Performance numbers for the Series and Index are calculated from November 7, 2008, the Series’ inception date.

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this annualized net expense ratio was 0.60%. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 5.61% for the year ended October 31, 2010.

The Russell 1000^® Value Index is an unmanaged, market capitalization-weighted index consisting of those Russell 1000^® companies with lower price-to-book ratios and lower forecasted growth values. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The S&P 500 Total Return Index is an unmanaged capitalization-weighted measure of 500 widely held common stocks listed on the New York Stock Exchange, American Stock Exchange and the Over-the-Counter market. The Index returns assume daily reinvestment of dividends. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

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 (May 1, 2010 to October 31, 2010).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 5/1/10		Ending Account Value 10/31/10		Expenses Paid During Period* 5/1/10-10/31/10
Actual	$	1,000.00	$	1,021.00	$	3.06
Hypothetical (5% return before expenses)	$	1,000.00	$	1,022.18	$	3.06

Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.60%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

Portfolio Composition as of October 31, 2010 (unaudited)

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Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS - 97.5%

Consumer Discretionary - 7.4%
Distributors - 0.2%
Genuine Parts Co.		114	$	5,456

Hotels, Restaurants & Leisure - 2.8%
Darden Restaurants, Inc.		57		2,605
McDonald’s Corp.		792		61,594
Yum! Brands, Inc.		194		9,615

				73,814

Household Durables - 0.4%
Garmin Ltd.		87		2,857
Leggett & Platt, Inc.		109		2,222
Tupperware Brands Corp.		22		986
Whirlpool Corp.		39		2,957

				9,022

Leisure Equipment & Products - 0.3%
Hasbro, Inc.		54		2,497
Mattel, Inc.		263		6,136

				8,633

Media - 1.6%
The McGraw-Hill Companies, Inc.		241		9,074
Omnicom Group, Inc.		135		5,935
Pearson plc - ADR (United Kingdom)		444		6,838
Thomson Reuters Corp.		538		20,578

				42,425

Specialty Retail - 1.9%
The Home Depot, Inc.		1,257		38,816
Limited Brands, Inc.		242		7,112
The Sherwin-Williams Co.		42		3,065

				48,993

Textiles, Apparel & Luxury Goods - 0.2%
VF Corp.		76		6,326

Total Consumer Discretionary				194,669

Consumer Staples - 26.2%
Beverages - 9.2%
Brown-Forman Corp. - Class B		58		3,527
The Coca-Cola Co.		1,799		110,314
Diageo plc - ADR (United Kingdom)		444		32,856
Embotelladora Andina S.A. - ADR - Class B (Chile)		53		1,552
Molson Coors Brewing Co. - Class B		82		3,873


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

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Beverages (continued)
PepsiCo, Inc.		1,403	$	91,616

				243,738

Food & Staples Retailing - 3.3%
Delhaize Group S.A. - ADR (Belgium)		39		2,748
SYSCO Corp.		433		12,756
Wal-Mart Stores, Inc.		1,329		71,992

				87,496

Food Products - 4.5%
Archer-Daniels-Midland Co.		270		8,996
Campbell Soup Co.		253		9,171
General Mills, Inc.		457		17,156
H.J. Heinz Co.		241		11,836
The Hershey Co.		166		8,215
Hormel Foods Corp.		58		2,663
The J.M. Smucker Co.		70		4,500
Kellogg Co.		278		13,972
Kraft Foods, Inc. - Class A		954		30,786
McCormick & Co., Inc. - NVS		85		3,759
Sara Lee Corp.		518		7,423

				118,477

Household Products - 4.4%
Colgate-Palmolive Co.		202		15,578
Kimberly-Clark Corp.		318		20,142
The Procter & Gamble Co.		1,290		82,006

				117,726

Personal Products - 0.3%
Avon Products, Inc.		228		6,942

Tobacco - 4.5%
Altria Group, Inc.		1,534		38,994
Lorillard, Inc.		87		7,425
Philip Morris International, Inc.		1,105		64,643
Reynolds American, Inc.		117		7,593

				118,655

Total Consumer Staples				693,034

Energy - 15.8%
Energy Equipment & Services - 0.5%
Tenaris S.A. - ADR (Luxembourg)		335		13,879


		The accompanying notes are an integral part of the financial statements.		6

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels - 15.3%
Chevron Corp.		1,278	$	105,576
ConocoPhillips		1,080		64,152
Exxon Mobil Corp.		1,077		71,588
Repsol YPF S.A. - ADR (Spain)		851		23,564
Sasol Ltd. - ADR (South Africa)		347		15,702
Statoil ASA - ADR (Norway)		1,322		28,859
Total S.A. - ADR (France)		1,719		93,651

				403,092

Total Energy				416,971

Financials - 0.7%
Capital Markets - 0.2%
Eaton Vance Corp.		47		1,352
Federated Investors, Inc. - Class B		75		1,869
Waddell & Reed Financial, Inc. - Class A		46		1,337

				4,558

Insurance - 0.4%
Marsh & McLennan Companies, Inc.		389		9,717

Real Estate Investment Trusts (REITS) - 0.1%
Plum Creek Timber Co., Inc.		103		3,794

Total Financials				18,069

Health Care - 21.8%
Health Care Equipment & Supplies - 0.9%
Baxter International, Inc.		274		13,947
Becton, Dickinson and Co.		102		7,703
Teleflex, Inc.		14		780

				22,430

Health Care Providers & Services - 0.3%
Fresenius Medical Care AG & Co. KGaA - ADR (Germany)		127		8,082

Life Sciences Tools & Services - 0.0%**
Pharmaceutical Product Development, Inc.		45		1,161

Pharmaceuticals - 20.6%
Abbott Laboratories		1,104		56,657
AstraZeneca plc - ADR (United Kingdom)		1,099		55,456
Bristol-Myers Squibb Co.		1,331		35,804
Eli Lilly & Co.		868		30,554
GlaxoSmithKline plc - ADR (United Kingdom)		2,192		85,576
Johnson & Johnson		1,617		102,954
Merck & Co., Inc.		2,157		78,256
Pfizer, Inc.		5,585		97,179


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

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Valeant Pharmaceuticals International, Inc. - ADR (Canada)		79	$	2,181

				544,617

Total Health Care				576,290

Industrials - 10.5%
Aerospace & Defense - 3.6%
Elbit Systems Ltd. - ADR (Israel)		15		812
General Dynamics Corp.		164		11,171
Honeywell International, Inc.		418		19,692
ITT Corp.		74		3,492
Lockheed Martin Corp.		161		11,478
Northrop Grumman Corp.		177		11,188
Raytheon Co.		159		7,327
United Technologies Corp.		397		29,684

				94,844

Building Products - 0.1%
Masco Corp.		249		2,654

Commercial Services & Supplies - 0.8%
Avery Dennison Corp.		76		2,763
Pitney Bowes, Inc.		154		3,379
RR Donnelley & Sons Co.		152		2,804
Waste Management, Inc.		361		12,895

				21,841

Electrical Equipment - 2.2%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*		991		20,504
Cooper Industries plc - Class A (Ireland)		119		6,238
Emerson Electric Co.		554		30,414
Hubbell, Inc. - Class B		38		2,053

				59,209

Industrial Conglomerates - 2.7%
3M Co.		516		43,458
Koninklijke Philips Electronics N.V. - NY Shares (Netherlands)		569		17,326
Tyco International Ltd. (Switzerland)		246		9,417

				70,201

Machinery - 1.0%
Dover Corp.		103		5,469
Illinois Tool Works, Inc.		389		17,778
Pentair, Inc.		59		1,931


		The accompanying notes are an integral part of the financial statements.		8

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Machinery (continued)
Snap-On, Inc.		36	$	1,836

				27,014

Professional Services - 0.1%
Dun & Bradstreet Corp.		18		1,339

Total Industrials				277,102

Information Technology - 8.1%
Communications Equipment - 1.3%
Harris Corp.		51		2,305
Nokia Corp. - ADR (Finland)		1,710		18,263
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		1,284		14,111

				34,679

IT Services - 1.0%
Automatic Data Processing, Inc.		376		16,702
Broadridge Financial Solutions, Inc.		55		1,210
Paychex, Inc.		274		7,590

				25,502

Semiconductors & Semiconductor Equipment - 5.8%
Intel Corp.		4,469		89,693
Linear Technology Corp.		162		5,221
National Semiconductor Corp.		103		1,411
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		3,807		41,534
Texas Instruments, Inc.		533		15,761

				153,620

Software - 0.0%**
Konami Corp. - ADR (Japan)		58		1,013

Total Information Technology				214,814

Materials - 2.4%
Chemicals - 1.8%
E.I. du Pont de Nemours & Co.		673		31,819
International Flavors & Fragrances, Inc.		49		2,458
PPG Industries, Inc.		120		9,204
RPM International, Inc.		66		1,367
Valspar Corp.		39		1,252

				46,100

Construction Materials - 0.2%
CRH plc - ADR (Ireland)		354		6,255

Containers & Packaging - 0.3%
Bemis Co., Inc.		80		2,541


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

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Materials (continued)
Containers & Packaging (continued)
Greif, Inc. - Class A		21	$	1,234
Packaging Corp. of America		41		1,002
Sealed Air Corp.		67		1,551
Sonoco Products Co.		69		2,311

				8,639

Metals & Mining - 0.0%**
Compass Minerals International, Inc.		12		946

Paper & Forest Products - 0.1%
MeadWestvaco Corp.		67		1,724

Total Materials				63,664

Telecommunication Services - 2.9%
Diversified Telecommunication Services - 0.9%
Chunghwa Telecom Co. Ltd. - ADR (Taiwan)		529		12,379
Magyar Telekom Telecommunications plc - ADR (Hungary)		154		2,190
Telecom Corp. of New Zealand Ltd. - ADR (New Zealand)		280		2,189
Telefonos de Mexico S.A.B. de C.V. (Telmex) - ADR - Class L (Mexico)		498		7,709

				24,467

Wireless Telecommunication Services - 2.0%
Cellcom Israel Ltd. (Israel)		56		1,892
NTT DoCoMo, Inc. - ADR (Japan)		1,870		31,584
Partner Communications Co. Ltd. - ADR (Israel)		115		2,338
Philippine Long Distance Telephone Co. - ADR (Philippines)		110		6,835
Rogers Communications, Inc. - Class B (Canada)		250		9,113

				51,762

Total Telecommunication Services				76,229

Utilities - 1.7%
Electric Utilities - 0.9%
Companhia Energetica de Minas Gerais (CEMIG) - ADR (Brazil)		208		3,711
DPL, Inc.		63		1,644
Enersis S.A. - ADR (Chile)		275		6,273
Exelon Corp.		271		11,062

				22,690

Gas Utilities - 0.1%
UGI Corp.		43		1,294

Independent Power Producers & Energy Traders - 0.2%
Empresa Nacional de Electricidad S.A. - ADR (Chile)		115		6,136

Multi-Utilities - 0.4%
Public Service Enterprise Group, Inc.		362		11,711


		The accompanying notes are an integral part of the financial statements.		10

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Utilities (continued)
Water Utilities - 0.1%
Companhia de Saneamento Basico do Estado de Sao Paulo (SABESP) - ADR (Brazil)		79	$	3,631

Total Utilities				45,462

TOTAL COMMON STOCKS (Identified Cost $2,387,127)				2,576,304


SHORT-TERM INVESTMENTS - 2.3%

Dreyfus Cash Management, Inc. - Institutional Shares¹, 0.16% (Identified Cost $62,126)		62,126		62,126

TOTAL INVESTMENTS - 99.8% (Identified Cost $2,449,253)				2,638,430
OTHER ASSETS, LESS LIABILITIES - 0.2%				4,734

NET ASSETS - 100%			$	2,643,164

ADR - American Depository Receipt

NVS - Non-Voting Shares

*	Non-income producing security

**	Less than 0.1%

¹	Rate shown is the current yield as of October 31, 2010.


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

Statement of Assets and Liabilities

October 31, 2010


ASSETS:

Investments, at value (identified cost $2,449,253) (Note 2)	$	2,638,430
Receivable from investment advisor (Note 3)		40,624
Dividends receivable		4,194
Receivable for fund shares sold		1,016
Foreign tax reclaims receivable		561


TOTAL ASSETS		2,684,825


LIABILITIES:

Accrued fund accounting and administration (Note 3)		6,484
Accrued transfer agent fees (Note 3)		925
Accrued directors’ fees (Note 3)		321
Accrued Chief Compliance Officer service fees (Note 3)		219
Audit fees payable		29,656
Other payables and accrued expenses		4,056


TOTAL LIABILITIES		41,661


TOTAL NET ASSETS	$	2,643,164


NET ASSETS CONSIST OF:

Capital stock	$	2,130
Additional paid-in-capital		2,172,539
Undistributed net investment income		16,249
Accumulated net realized gain on investments		263,069
Net unrealized appreciation on investments		189,177


TOTAL NET ASSETS	$	2,643,164


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($2,643,164/213,010 shares)	$	12.41


		The accompanying notes are an integral part of the financial statements.		12

Statement of Operations

For the Year Ended October 31, 2010


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $2,857)	$	80,489


EXPENSES:

Fund accounting and administration fees (Note 3)		31,138
Management fees (Note 3)		10,076
Directors’ fees (Note 3)		10,001
Transfer agent fees (Note 3)		3,388
Chief Compliance Officer service fees (Note 3)		2,695
Audit fees		29,830
Registration and filing fees		17,286
Custodian fees		8,300
Printing fees		7,571
Legal fees		3,628
Postage fees		1,135
Miscellaneous		637


Total Expenses		125,685
Less reduction of expenses (Note 3)		(112,250	)


Net Expenses		13,435


NET INVESTMENT INCOME		67,054


REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:

Net realized gain on investments		276,470
Net change in unrealized appreciation (depreciation) on investments		(72,060	)


NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		204,410


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	271,464


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

Statements of Changes in Net Assets


	For the Year Ended 10/31/10			For the Period 11/7/08¹to 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	67,054		$	36,381
Net realized gain (loss) on investments		276,470			(12,704	)
Net change in unrealized appreciation (depreciation) on investments		(72,060	)		261,237


Net increase from operations		271,464			284,914


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(65,478	)		(21,640	)
From net realized gain on investments		(765	)		—


Total distributions to shareholders		(66,243	)		(21,640	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		393,548			1,781,121


Net increase in net assets		598,769			2,044,395

NET ASSETS:

Beginning of period		2,044,395			—


End of period (including undistributed net investment income of $16,249 and $14,733, respectively)	$	2,643,164		$	2,044,395

¹	Commencement of operations.


		The accompanying notes are an integral part of the financial statements.		14

Financial Highlights


	For the Year Ended 10/31/10			For the Period 11/7/08¹to 10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.38		$	10.00


Income from investment operations:
Net investment income²		0.36			0.34
Net realized and unrealized gain on investments		1.02			1.22

Total from investment operations		1.38			1.56


Less distributions to shareholders:
From net investment income		(0.35	)		(0.18	)
From net realized gain on investments		—	³		—

Total distributions to shareholders		(0.35	)		(0.18	)

Net asset value - End of period	$	12.41		$	11.38

Net assets - End of period (000’s omitted)	$	2,643		$	2,044

Total return⁴		12.32	%		15.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.60	%		0.60	%⁵
Net investment income		2.99	%		3.33	%⁵
Portfolio turnover		73	%		28	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees, and other fees in some periods and in some periods 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 been increased by the following amount:

		5.01	%		6.21	%⁵

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the periods.

³	Less than $0.01 per share.

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

⁵	Annualized.


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

Notes to Financial Statements

1.	ORGANIZATION

Dividend Focus 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 competitive returns consistent with the broad equity market while providing a level of capital protection during market downturns through a passive quantitative investment approach.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2010, 6.2 billion shares have been designated in total among 29 series, of which 100 million have been designated as Dividend Focus Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 2010 in valuing the Series’ assets or liabilities carried at market value:



Description	Total		Level 1		Level 2		Level 3
Assets:
Equity securities*	$	2,576,304	$	2,576,304	$	—	$	—
Preferred securities		—		—		—		—
Debt securities		—		—		—		—
Mutual funds		62,126		62,126		—		—
Other financial instruments**:		—		—		—		—

Total assets:		2,638,430		2,638,430		—		—

Liabilities:
Other financial instruments**:		—		—		—		—

Total liabilities:		—		—		—		—

Total	$	2,638,430	$	2,638,430	$	—	$	—

*	Includes common stock, warrants and rights. Please see the Investment Portfolio for industry classification.

**	Other financial instruments are derivative instruments not reflected in the Investment Portfolio, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of October 31, 2010, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2009 or October 31, 2010.

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.

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign Currency Translation

Federal Taxes

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

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 October 31, 2009 and the year ended October 31, 2010. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

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

Notes to Financial Statements

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 0.45% of the Series’ average daily net assets.

The Advisor has contractually agreed, until at least February 28, 2011, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.60% of average daily net assets each year. Accordingly, the Advisor waived fees of $111,492 for the year ended October 31, 2010, which is included as a reduction of expenses on the Statement of Operations. The Advisor voluntarily waived additional fees of $758 for the year ended October 31, 2010, which is also 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 the prior period.

For fund accounting and transfer agent services through November 7, 2009, the Fund paid the Advisor an annual fee of 0.055% of the Fund’s average daily net assets up to $4.5 billion, 0.03% of the Fund’s average daily net assets between $4.5 billion and $7.5 billion, and 0.02% of the Fund’s average daily net assets over $7.5 billion. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Prior to October 12, 2009 (for sub-accountant) and November 9, 2009 (for sub-transfer agent), the Advisor had an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as sub-accountant and sub-transfer agent.

The Advisor has entered into agreements dated October 12, 2009 and November 9, 2009 with PNC Global Investment Servicing (U.S.) Inc. (“PNCGIS”) under which PNCGIS serves as sub-accountant services agent and sub-transfer agent, respectively. Effective November 7, 2009 under the amended master services agreement, the Fund pays the Advisor an annual fee related to Fund Accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3 billion of average daily net assets (excluding Target Series); and 0.01% of the average daily net assets in excess of $6 billion (excluding Target Series); plus a base fee of $25,500 per Series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally,

Notes to Financial Statements

3.	TRANSACTIONS WITH AFFILIATES (continued)

certain transaction-, cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged.

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

4.	PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2010, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,983,044 and $1,581,190, respectively. There were no purchases or sales of U.S. Government securities.

5.	CAPITAL STOCK TRANSACTIONS

Transactions in shares of Dividend Focus Series were:


	For the Year Ended 10/31/10						For the period 11/7/08 (commencement of operations) to 10/31/09
	Shares			Amount			Shares			Amount
Sold		133,419		$	1,584,314			205,149		$	2,029,521
Reinvested		5,230			62,470			2,031			21,640
Repurchased		(105,342	)		(1,253,236	)		(27,477	)		(270,040	)

Total		33,307		$	393,548			179,703		$	1,781,121

At October 31, 2010, one shareholder owned 22,616 shares of the Series (10.6% of shares outstanding) valued at $280,670. In addition, the Advisor owned 52,407 shares (24.6% of shares outstanding) valued at $650,371 and the retirement plan of the Advisor and its affiliates owned 55,316 shares of the Series (26.0% of shares outstanding) valued at $686,477. Investment activities of these shareholders may have a material effect on the Series.

6.	FINANCIAL INSTRUMENTS

Notes to Financial Statements

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses including losses deferred due to wash sales and investments in Real Estate Investment Trusts and Royalty Trusts. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:


	For the Year Ended 10/31/10		For the Period 11/7/08 (commencement of operations) to 10/31/09
Ordinary income	$	66,177	$	21,640
Long-term capital gains		66		—

At October 31, 2010, the tax basis of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes			$	2,466,410
Unrealized appreciation			$	209,413
Unrealized depreciation				(37,393	)

Net unrealized appreciation			$	172,020

Undistributed ordinary income				96,258
Undistributed long-term capital gains				200,217

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Dividend Focus Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2010, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period November 7, 2008 (commencement of operations) through October 31, 2009, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2010 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

December 21, 2010

Supplemental Tax Information (unaudited)

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

For federal income tax purposes, the Series designates for the current fiscal year $43,737 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

Directors’ and Officers’ Information (unaudited)

INTERESTED DIRECTOR/OFFICER


Name:		B. Reuben Auspitz*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Executive Group Member**; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, Inc. President; Director - Manning & Napier Investor Services, Inc.
		Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

INDEPENDENT DIRECTORS
Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		70
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		The Ashley Group (1995-2008)
		Genesee Corporation (1987-2007)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		72
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit)
		New York Collegium (non-profit)
		Boston Early Music Festival (non-profit)

Directors’ and Officers’ Information (unaudited)


INDEPENDENT DIRECTORS (continued)

Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		64
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present)
		ViroPharma, Inc. (2000-present)
		HLTH Corp. (2000-present)
		Cheyne Capital International (2000-present)
		MPM Bio-equities (2000-present)
		GMP Companies (2000-present)
		HoustonPharma (2000-present)

Name:		Richard M. Hurwitz
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:		Chief Executive Officer, Pictometry International Corp. since August 2010 (provider of georeferenced, aerial image libraries and related software) Managing Partner (2006-July 2010) - Aegis Investment Partners, LLC (investments); Founder and Managing Partner (2004-2005) - Village Markets, LLC (groceries)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Pictometry International Corp. (2000-2010)
		Pioneering Technologies (2006-2009)
		Vensearch Capital Corp. (2003-2007)

Directors’ and Officers’ Information (unaudited)


OFFICERS

Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002, Executive Group Member** since 2003, - Manning & Napier Advisors, Inc. Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Beth Galusha
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Assistant Chief Financial Officer
Term of Office¹& Length of Time Served:		Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer and Treasurer, Manning & Napier Advisors, Inc. Holds one or more of the following titles for various affiliates: Chief Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Fund Reporting Manager, Manning & Napier Advisors, Inc. since 1997
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		42
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, Inc. and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

**	Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

Effective June 2010, the Executive Group serves as an advisory board to the Chief Executive Officer.

¹	The term of office for President, Vice President, Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:

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

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

MNDIV-10/10-SAR

LOGO

OVERSEAS SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

The twelve months ending October 31, 2010 were characterized by well-defined swings in investor sentiment. Optimism fueled strong market returns during the fourth quarter of 2009 and through much of the first quarter of 2010, as positive economic releases led investors to believe in the potential for a robust global recovery. Amid concerns about sovereign debt problems in Europe, sentiment shifted dramatically during the second quarter, with stock markets suffering notable losses. While volatility remained during the third quarter of 2010, September was a particularly strong month, which helped push market indexes into positive territory on a calendar year-to-date basis.

Despite several ups and downs over the past year, the international markets made choppy progress. After climbing the last two months, the Morgan Stanley Capital International (MSCI) All Country World ex U.S. (ACWI x US) was up 12.62% the past year through October.

The Overseas Series was also up considerably over the twelve months ending October 31, 2010, with a return of 12.68%, similar to its benchmark. Furthermore, the Series continues to provide competitive absolute and relative results over the current international stock market cycle, which includes both a bull and a bear market. Over this current cycle, the Overseas Series has earned an annualized return of 13.82% compared to the 13.52% return of the MSCI ACWIxUS.

Throughout the last twelve months, the Series had a relative overweight as compared to the benchmark in the Information Technology and Health Care sectors, as our analysts found quality companies with attractive long-term growth potential in these areas. This higher allocation had a varied impact on the Series’ performance over the past year, yet specific stock selections within the Information Technology and Health Care sectors contributed to positive relative returns more recently during the third quarter. Meanwhile, the Overseas Series had a low exposure to Financials relative to the benchmark because regulatory uncertainty and macroeconomic challenges, such as persistently high unemployment and continued loan losses, prevented many financial services companies from meeting the requirements of our investment strategies. Overall, this underweight to Financials aided returns relative to the benchmark during the past year, although this allocation decision hurt relative performance during the third quarter of 2010.

Looking at the world from a country viewpoint, equity selections in Developed Europe detracted from relative performance in the fourth quarter 2009 but significantly aided results relative to the benchmark for the rest of the past year. Specifically, holdings in countries such as Germany and the United Kingdom had a positive impact on the Series’ return compared to the benchmark. While the Overseas Series had a low allocation to Emerging Markets relative to the benchmark, investments in certain countries such as Brazil helped results. In contrast, specific stock decisions in Developed Asia hurt relative performance over the past year. In regards to country allocations, the Overseas Series had an overweight in France, Germany, Ireland, and the Netherlands, while the Series maintained an underweight in Japan.

While the markets were volatile over the past twelve months, the outlook for the developed world did not change materially over the past year. Despite swings in positive and negative sentiment, Manning & Napier continues to see a slow growth environment as developed economies work through extensive consumer and government debt levels. In contrast, emerging markets such as Brazil, China, and India have been experiencing more rapid rebounds. This divergence between fast-growing emerging markets and slow-growth developed markets will likely be apparent for some time. In such an environment, Manning & Napier is focused on company-specific opportunities that can prosper. We are seeking leading companies that can grow and gain market share despite a sluggish economy, particularly multinational businesses that may benefit from exposure to faster-growing foreign markets. Using our active stock selection strategies, we are also seeking opportunities in certain cyclical industries that have a tight relationship between supply and demand.

Management Discussion and Analysis (unaudited)

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc.

Performance Update as of October 31, 2010 (unaudited)

Average Annual Total Returns
As of October 31, 2010

One
Year

Five
Year

Ten
Year

Since
Inception¹

Manning & Napier Fund, Inc. - Overseas Series^2,3

12.68

7.75

8.30

10.13

Morgan Stanley Capital International (MSCI) All Country World Index ex U.S.⁴

12.62

5.74

5.02

6.76

The following graph compares the value of a $1,000,000 investment in the Manning & Napier Fund, Inc. - Overseas Series for the ten years ended October 31, 2010 to the MSCI All Country World Index ex U.S.

LOGO

Performance numbers for the Series are calculated from September 23, 1998, the Collective’s inception date (see Note 3 below). Prior to 2001, the MSCI All Country World Index ex U.S. only published month-end numbers; therefore, performance numbers for the Index are calculated from September 30, 1998.

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 0.75%. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.76% for the year ended October 31, 2010.

For periods prior to the inception of the Series on July 10, 2002, the performance figures reflect the performance of the Exeter Trust Company Group Trust for Employee Benefit Plans - International Equity Collective Investment Trust (the “Collective”), which was managed by the Advisor and reorganized into the Series. The Collective was not open to the public generally, or registered under the Investment Company Act of 1940 (the “1940 Act”), or subject to certain restrictions that are imposed by the 1940 Act. If the Collective had been registered under the 1940 Act, performance may have been adversely affected. Because the fees of the Collective were lower than the Series’ fees, historical performance would have been lower if the Collective had been subject to the same fees.

⁴

The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Collective (see note 1 above) through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). Unlike Series returns, the Index returns do not reflect any fees or expenses.

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
(May 1, 2010 to October 31, 2010).

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 5/1/10		Ending Account Value 10/31/10		Expenses Paid During Period* 5/1/10-10/31/10
Actual	$	1,000.00	$	1,030.60	$	3.84
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.42	$	3.82

Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 0.75%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year; therefore, the expense ratio stated above may differ from the expense ratio stated in the financial highlights, which is based on one-year data. The Series’ total return would have been lower had certain expenses not been waived during the period.

Portfolio Composition as of October 31, 2010 (unaudited)

LOGO

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS - 92.1%

Consumer Discretionary - 12.7%
Automobiles - 2.3%
Bayerische Motoren Werke AG (BMW) (Germany)¹		226,390	$	16,225,921
Suzuki Motor Corp. (Japan)¹		200,800		4,900,846

				21,126,767

Hotels, Restaurants & Leisure - 0.3%
Club Mediterranee S.A. (France)*^,1		143,168		2,802,784

Leisure Equipment & Products - 0.4%
Sankyo Co. Ltd. (Japan)¹		66,200		3,527,066

Media - 7.4%
Grupo Televisa S.A. - ADR (Mexico)		433,020		9,721,299
Liberty Global, Inc. - Class A (United States)*		270,020		10,204,056
Mediaset S.p.A. (Italy)¹		679,270		5,015,189
Reed Elsevier plc (United Kingdom)¹		1,111,370		9,534,868
Societe Television Francaise 1 (France)¹		1,402,540		22,987,796
Virgin Media, Inc. (United Kingdom)		401,510		10,210,399

				67,673,607

Multiline Retail - 1.4%
Marks & Spencer Group plc (United Kingdom)¹		1,852,970		12,699,109

Textiles, Apparel & Luxury Goods - 0.9%
Adidas AG (Germany)¹		131,530		8,566,837

Total Consumer Discretionary				116,396,170

Consumer Staples - 14.0%
Beverages - 3.0%
Anheuser-Busch InBev N.V. (Belgium)¹		150,950		9,480,253
Heineken N.V. (Netherlands)¹		363,620		18,459,276

				27,939,529

Food & Staples Retailing - 5.3%
Carrefour S.A. (France)¹		437,000		23,660,750
Tesco plc (United Kingdom)¹		3,582,880		24,520,004

				48,180,754

Food Products - 4.9%
Danone S.A. (France)¹		226,250		14,345,528
Nestle S.A. (Switzerland)¹		357,620		19,588,455
Unilever plc - ADR (United Kingdom)		392,720		11,396,734

				45,330,717

Personal Products - 0.8%
Beiersdorf AG (Germany)¹		105,970		6,904,001

Total Consumer Staples				128,355,001

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

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Energy - 10.7%
Energy Equipment & Services - 7.2%
Calfrac Well Services Ltd. (Canada)		394,050	$	9,906,306
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*^,1		858,270		20,048,174
Schlumberger Ltd. (United States)		318,790		22,280,233
Trican Well Service Ltd. (Canada)		791,200		13,715,478

				65,950,191

Oil, Gas & Consumable Fuels - 3.5%
Cameco Corp. (Canada)		406,910		12,597,934
Talisman Energy, Inc. (Canada)		1,073,100		19,454,475

				32,052,409

Total Energy				98,002,600

Financials - 7.3%
Commercial Banks - 2.0%
Banco Santander S.A. (Spain)¹		717,540		9,210,062
HSBC Holdings plc (United Kingdom)¹		922,470		9,600,791

				18,810,853

Diversified Financial Services - 2.4%
Deutsche Boerse AG (Germany)¹		265,060		18,646,651
Financiere Marc de Lacharriere S.A. (Fimalac) (France)¹		74,940		3,225,108

				21,871,759

Insurance - 2.9%
Allianz SE (Germany)¹		135,040		16,910,761
Willis Group Holdings plc (United Kingdom)		304,360		9,678,648

				26,589,409

Total Financials				67,272,021

Health Care - 11.8%
Health Care Equipment & Supplies - 4.2%
Cochlear Ltd. (Australia)¹		136,630		9,517,803
Covidien plc (Ireland)		365,760		14,582,851
Mindray Medical International Ltd. - ADR (China)		166,530		4,826,039
Straumann Holding AG (Switzerland)¹		47,010		9,841,555

				38,768,248

Health Care Providers & Services - 3.8%
BML, Inc. (Japan)¹		112,800		2,807,090
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)¹		5,057,600		5,818,007
Sonic Healthcare Ltd. (Australia)¹		2,445,720		26,093,491

				34,718,588

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

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Life Sciences Tools & Services - 3.0%
Lonza Group AG (Switzerland)¹		319,230	$	27,946,261

Pharmaceuticals - 0.8%
Santen Pharmaceutical Co. Ltd. (Japan)¹		203,600		7,015,900

Total Health Care				108,448,997

Industrials - 14.1%
Aerospace & Defense - 1.0%
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)		339,160		9,784,766

Air Freight & Logistics - 3.1%
TNT N.V. (Netherlands)¹		1,064,390		28,306,573

Airlines - 2.1%
Ryanair Holdings plc - ADR (Ireland)		588,640		19,207,323

Electrical Equipment - 2.3%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*		754,060		15,601,501
Nexans S.A. (France)¹		76,450		5,452,927

				21,054,428

Industrial Conglomerates - 1.5%
Siemens AG (Germany)¹		122,820		14,015,659

Professional Services - 3.0%
Adecco S.A. (Switzerland)¹		248,730		13,916,885
Randstad Holding N.V. (Netherlands)*^,1		279,980		13,337,913

				27,254,798

Road & Rail - 1.1%
All America Latina Logistica S.A. (Brazil)		629,430		5,952,617
Canadian National Railway Co. (Canada)		59,360		3,845,341

				9,797,958

Total Industrials				129,421,505

Information Technology - 16.1%
Communications Equipment - 1.3%
Alcatel-Lucent - ADR (France)*		3,549,620		12,317,181

Internet Software & Services - 0.6%
VistaPrint N.V. (Netherlands)*		125,120		5,263,799

IT Services - 6.9%
Accenture plc - Class A (Ireland)		211,200		9,442,752
Amdocs Ltd. (Guernsey)*		1,283,490		39,377,473
Cielo S.A. (Brazil)		874,530		7,535,061
Redecard S.A. (Brazil)		536,590		6,939,725

				63,295,011

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

Investment Portfolio - October 31, 2010


	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Semiconductors & Semiconductor Equipment - 4.7%
Advantest Corp. (Japan)¹		922,200	$	17,515,827
Sumco Corp. (Japan)*^,1		722,860		11,178,080
Tokyo Electron Ltd. (Japan)¹		168,400		9,501,694
Yingli Green Energy Holding Co. Ltd. - ADR (China)*		413,690		4,823,625

				43,019,226

Software - 2.6%
Misys plc (United Kingdom)*^,1		1,618,520		7,287,348
SAP AG - ADR (Germany)		136,020		7,036,315
Square Enix Holdings Co. Ltd. (Japan)¹		452,600		9,452,684

				23,776,347

Total Information Technology				147,671,564

Materials - 3.9%
Chemicals - 1.7%
Johnson Matthey plc (United Kingdom)¹		284,920		8,737,624
Shin-Etsu Chemical Co. Ltd. (Japan)¹		134,700		6,811,241

				15,548,865

Construction Materials - 2.1%
CRH plc (Ireland)¹		1,114,000		19,223,001

Paper & Forest Products - 0.1%
Norbord, Inc. (Canada)*		111,782		1,275,755

Total Materials				36,047,621

Telecommunication Services - 1.5%
Wireless Telecommunication Services - 1.5%
SK Telecom Co. Ltd. - ADR (South Korea)		781,540		14,403,782

TOTAL COMMON STOCKS (Identified Cost $783,734,220)				846,019,261


PREFERRED STOCKS - 0.9%

Consumer Staples - 0.9%
Household Products - 0.9%
Henkel AG & Co. KGaA (Germany)¹ (Identified Cost $4,649,810)		133,570		7,878,601


SHORT-TERM INVESTMENTS - 6.3%

Dreyfus Cash Management, Inc. - Institutional Shares², 0.16% (Identified Cost $57,898,959)		57,898,959		57,898,959

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

Investment Portfolio - October 31, 2010


	Value (Note 2)

TOTAL INVESTMENTS - 99.3% (Identified Cost $846,282,989)	$	911,796,821
OTHER ASSETS, LESS LIABILITIES - 0.7%		6,475,668

NET ASSETS - 100%	$	918,272,489

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

*	Non-income producing security

¹	International Fair Value factor from pricing service was applied.

²	Rate shown is the current yield as of October 31, 2010.

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

France - 11.4%; United Kingdom - 11.3%; Germany - 10.5%.

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

Statement of Assets & Liabilities

October 31, 2010


ASSETS:

Investments, at value (identified cost $846,282,989) (Note 2)	$	911,796,821
Cash		18,173,402
Receivable for fund shares sold		9,922,416
Dividends receivable		1,127,322
Foreign tax reclaims receivable		1,011,535


TOTAL ASSETS		942,031,496


LIABILITIES:

Accrued management fees (Note 3)		487,944
Accrued fund accounting and administration fees (Note 3)		28,732
Accrued transfer agent fees (Note 3)		1,616
Accrued Chief Compliance Officer service fees (Note 3)		247
Payable for securities purchased		23,073,994
Payable for fund shares repurchased		71,419
Other payables and accrued expenses		95,055


TOTAL LIABILITIES		23,759,007


TOTAL NET ASSETS	$	918,272,489


NET ASSETS CONSIST OF:

Capital stock	$	379,080
Additional paid-in-capital		850,908,587
Undistributed net investment income		9,250,387
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(7,874,863	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		65,609,298


TOTAL NET ASSETS	$	918,272,489


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($918,272,489/37,908,043 shares)	$	24.22

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

Statement of Operations

For the Year Ended October 31, 2010


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $1,537,778)	$	14,150,599
Interest		552


Total Investment Income		14,151,151


EXPENSES:

Management fees (Note 3)		4,559,621
Fund accounting and administration fees (Note 3)		115,894
Directors’ fees (Note 3)		15,652
Transfer agent fees (Note 3)		5,087
Chief Compliance Officer service fees (Note 3)		2,724
Custodian fees		142,700
Miscellaneous		127,791


Total Expenses		4,969,469
Less reduction of expenses (Note 3)		(83,399	)


Net Expenses		4,886,070


NET INVESTMENT INCOME		9,265,081


REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY:

Net realized gain on-
Investments		1,393,481
Foreign currency and translation of other assets and liabilities		4,257

		1,397,738


Net change in unrealized appreciation on-
Investments		69,198,253
Foreign currency and translation of other assets and liabilities		67,132

		69,265,385


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		70,663,123


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	79,928,204

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

Statements of Changes in Net Assets


	For the Year Ended 10/31/10			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	9,265,081		$	5,685,176
Net realized gain (loss) on investments and foreign currency		1,397,738			(9,203,449	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		69,265,385			95,428,502


Net increase from operations		79,928,204			91,910,229


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income		(4,177,043	)		(4,819,796	)
From net realized gain on investments		—			(4,482,170	)


Total distributions to shareholders		(4,177,043	)		(9,301,966	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		394,080,109			191,461,774


Net increase in net assets		469,831,270			274,070,037

NET ASSETS:

Beginning of year		448,441,219			174,371,182


End of year (including undistributed net investment income of $9,250,387 and $4,148,866, respectively)	$	918,272,489		$	448,441,219

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

Financial Highlights


	For the Years Ended
	10/31/10			10/31/09			10/31/08			10/31/07			10/31/06
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	21.68		$	17.78		$	33.55		$	26.69		$	21.56

Income (loss) from investment operations:
Net investment income		0.32	¹		0.36	¹		0.34			0.40	¹		0.42	¹
Net realized and unrealized gain (loss) on investments		2.41			4.35			(13.17	)		7.16			6.42

Total from investment operations		2.73			4.71			(12.83	)		7.56			6.84

Less distributions to shareholders:
From net investment income		(0.19	)		(0.42	)		(0.29	)		(0.17	)		(0.21	)
From net realized gain on investments		—			(0.39	)		(2.65	)		(0.53	)		(1.50	)

Total distributions to shareholders		(0.19	)		(0.81	)		(2.94	)		(0.70	)		(1.71	)

Net asset value - End of year	$	24.22		$	21.68		$	17.78		$	33.55		$	26.69

Net assets - End of year (000’s omitted)	$	918,272		$	448,441		$	174,371		$	216,637		$	87,418

Total return²		12.68	%		28.10	%		(41.58	%)		28.88	%		33.68	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.75	%		0.75	%		0.80	%		0.84	%		0.95	%
Net investment income		1.42	%		1.97	%		1.48	%		1.34	%		1.69	%
Portfolio turnover		36	%		49	%		43	%		54	%		54	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees, and other fees in some years and in some years 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 been increased by the following amount:

		0.01	%		0.05	%		0.03	%		N/A			0.09	%

¹	Calculated based on average shares outstanding during the year.

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

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

Notes to Financial Statements

1.	ORGANIZATION

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

The Series’ investment objective is to provide long-term growth by investing primarily in common stocks of issuers from outside the United States.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (the “Advisor”). Shares of the Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2010, 6.2 billion shares have been designated in total among 29 series, of which 100 million have been designated as Overseas Series Class A common stock.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

to classify each equity security, except for those in the regions noted above, as Level 2 securities due to the fact the pricing service evaluated what factor was applied to the calculated end of day market price.

The following is a summary of the valuation levels used for major security types as of October 31, 2010 in valuing the Series’ assets or liabilities carried at market value:


Description	Total		Level 1		Level 2		Level 3
Assets:
Equity securities*	$	846,019,261	$	311,381,468	$	534,637,793	$	—
Preferred securities		7,878,601		—		7,878,601		—
Debt securities		—		—		—		—
Mutual funds		57,898,959		57,898,959		—		—
Other financial instruments**:		—		—		—		—

Total assets:		911,796,821		369,280,427		542,516,394		—

Liabilities:
Other financial instruments**:		—		—		—		—

Total Liabilities:		—		—		—		—

Total	$	911,796,821	$	369,280,427	$	542,516,394	$	—

*	Includes common stock, warrants and rights. Please see the Investment Portfolio for industry classification and for securities where International Fair Value factor from pricing service was applied to value the security. Such securities are classified as Level 2.

**	Other financial instruments are derivative instruments not reflected in the Investment Portfolio, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of October 31, 2010, the Series did not hold any derivative instruments.

There were no Level 3 securities held by the Series as of October 31, 2009 or October 31, 2010.

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


Total # Securities Level 1 at beginning and Level 2 at end of period		Total Market Value Beginning of period		Total Market Value End of period		Change in Market Value
	27	$	193,137,418	$	366,079,119	$	172,941,701

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

Federal Taxes

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

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.

Notes to Financial Statements

3.	TRANSACTIONS WITH AFFILIATES (continued)

the year ended October 31, 2010, which is included as a reduction of expenses on the Statement of Operations. The Advisor voluntarily waived additional fees of $759 for the year ended October 31, 2010, which is also 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 year ended October 31, 2010, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $582,581,636 and $218,297,082, respectively. There were no purchases or sales of U.S. Government securities.

Notes to Financial Statements

5.	CAPITAL STOCK TRANSACTIONS

Transactions in Class A shares of Overseas Series were:


	For the Year Ended 10/31/10						For the Year Ended 10/31/09
	Shares			Amount			Shares			Amount
Sold		20,854,822		$	474,864,322			12,172,723		$	214,883,533
Reinvested		149,986			3,353,687			474,684			7,609,183
Repurchased		(3,776,695	)		(84,137,900	)		(1,775,090	)		(31,030,942	)

Total		17,228,113		$	394,080,109			10,872,317		$	191,461,774

At October 31, 2010, the retirement plan of the Advisor and its affiliates owned 142,305 shares of the Series (0.4% of shares outstanding) valued at $3,446,630.

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 and 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 derivatives counterparties failure to perform under contract terms, liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s) and documentation risk relating to disagreement over contract terms. No such investments were held by the Series on October 31, 2010.

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales and foreign currency gains and losses. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. Any such reclassifications are not reflected in the financial highlights.

Notes to Financial Statements

8.	FEDERAL INCOME TAX INFORMATION (continued)

The tax character of distributions paid were as follows:


	For the Year Ended 10/31/10		For the Year Ended 10/31/09
Ordinary income	$	4,177,043	$	5,226,572
Long-term capital gains		—		4,075,394

At October 31, 2010, the tax components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:


Cost for federal income tax purposes	$	854,187,716
Unrealized appreciation	$	90,591,332
Unrealized depreciation		(32,982,227	)

Net unrealized appreciation	$	57,609,105

Undistributed ordinary income		9,280,251

The capital loss carryover utilized in the current year was $5,298,244.

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Overseas Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2010, and the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2010 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

LOGO

New York, New York

December 21, 2010

Supplemental Tax Information (unaudited)

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

For federal income tax purposes, the Series designates for the current fiscal year $3,868,367 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

Directors’ and Officers’ Information (unaudited)

INTERESTED DIRECTOR/OFFICER


Name:		B. Reuben Auspitz*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Vice President 1984 - 2003; President
		since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Executive Group Member**; Chief Compliance
		Officer since 2004; Vice Chairman since June 2010; Co-Executive
		Director from 2003-2010 - Manning & Napier Advisors, Inc. President;
		Director - Manning & Napier Investor Services, Inc.
		Holds or has held one or more of the following titles for various
		subsidiaries and affiliates: President, Vice President, Director, Chairman,
		Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
INDEPENDENT DIRECTORS

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		70
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating
		Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley
		Group (property management and investment). Chairman
		(non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		The Ashley Group (1995-2008)
		Genesee Corporation (1987-2007)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		72
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will &
		Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit)
		New York Collegium (non-profit)
		Boston Early Music Festival (non-profit)

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)


Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating
		Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994;
		Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		64
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating
		Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present)
		ViroPharma, Inc. (2000-present)
		HLTH Corp. (2000-present)
		Cheyne Capital International (2000-present)
		MPM Bio-equities (2000-present)
		GMP Companies (2000-present)
		HoustonPharma (2000-present)
Name:		Richard M. Hurwitz
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating
		Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:		Chief Executive Officer, Pictometry International Corp. since August 2010 (provider of georeferenced, aerial image libraries and related software) Managing Partner (2006-July 2010) - Aegis Investment Partners, LLC (investments); Founder and Managing Partner (2004-2005) - Village Markets, LLC (groceries)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Pictometry International Corp. (2000-2010)
		Pioneering Technologies (2006-2009)
		Vensearch Capital Corp. (2003-2007)

Directors’ and Officers’ Information (unaudited)


OFFICERS

Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002 & Executive Group Member** since 2003, - Manning & Napier Advisors, Inc. Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Beth Galusha
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Assistant Chief Financial Officer
Term of Office¹& Length of Time Served:		Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer and Treasurer, Manning & Napier Advisors, Inc. Holds one or more of the following titles for various affiliates: Chief
		Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Fund Reporting Manager, Manning & Napier Advisors, Inc. since 1997
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		42
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, Inc. and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

**	Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

Effective June 2010, The Executive Group serves as an advisory board to the Chief Executive Officer.

¹	The term of office for President, Vice President, Chief Financial Officer, Assistant Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

Literature Requests (unaudited)

Proxy Voting Policies and Procedures

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


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

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


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

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


		MNOVS-10/10-AR

LOGO


		PRO-BLEND^® CONSERVATIVE TERM SERIES
		PRO-BLEND^® MODERATE TERM SERIES
		PRO-BLEND^® EXTENDED TERM SERIES
		PRO-BLEND^® MAXIMUM TERM SERIES

Management Discussion and Analysis (unaudited)

Dear Shareholders:

Over the current stock market cycle, which includes the bull market in stocks from October 2002 until November 2007 and the current bear market, all four Pro-Blend^® Series continue to provide competitive absolute returns for long-term investors. The Conservative Term Series (i.e., the most fixed income oriented Series with an average of 80% in bonds) has delivered similar results to its blended index benchmark over the current stock market cycle. Meanwhile, the more growth-oriented Moderate Term Series, Extended Term Series, and Maximum Term Series each continue to outperform their respective blended index benchmarks over the most recent full cycle.

For the last twelve months ending October 31, 2010, each of the Pro-Blend^® Series posted double-digit positive returns. Furthermore, all four Series beat their respective blended index benchmarks over the past one-year period.

Manning & Napier’s fundamentals-based investment process led to a higher than average allocation to equities in each of the Series during the past year, as our analysts uncovered stock opportunities that met our strategy and valuation disciplines. This higher allocation to equities helped absolute and relative returns in the last quarter of 2009 and the first quarter of 2010. During the market correction in the second quarter of 2010, this modest overweight to stocks hurt relative results. However, this higher exposure to equities has benefited all four of the Pro-Blend^® Series on an absolute and relative basis since the markets rebounded in the third quarter.

Within the equity portion of the Pro-Blend^® Series’ portfolios, we had an overweight in the Information Technology and Health Care sectors relative to the blended benchmarks. This higher allocation had a varied impact on the Series’ performance over the past year, yet specific stock selections within the Information Technology and Health Care sectors contributed to positive relative returns more recently during the third quarter. On the other hand, the Series had a low exposure to Financials relative to their respective blended benchmarks because regulatory uncertainty and macroeconomic challenges such as indebted consumers, persistently high unemployment, a fragile housing market, and continued loan losses prevented many financial services companies from meeting the requirements of our investment strategies. This underweight to Financials aided returns relative to the blended benchmarks during the past year, with the exception of the market rally in early 2010.

Within the fixed income portion of the Series’ portfolios, we have shifted assets away from U.S. Treasury securities and toward sectors that offer additional yield potential. The Conservative Term Series, Moderate Term Series, and Extended Term Series have a bias toward investment grade corporate securities, with a modest allocation to high yield bonds as well. Additionally, each of the Series has noteworthy exposure to U.S. Agency securities. While the Pro-Blend^® Series’


1

Management Discussion and Analysis (unaudited)

fixed income returns trailed the fixed income portion of their respective blended benchmarks in the last quarter of 2009, this current positioning provided favorable results relative to the blended benchmarks throughout the second and third quarters of 2010.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, Inc.


			2

Performance Update - Pro-Blend^® Conservative Term Series (unaudited)

Average Annual Total Returns
As of October 31, 2010

One
Year

Five
Year

Ten
Year

Since
Inception¹

Manning & Napier Fund, Inc. - Pro-Blend^® Conservative
Term Series - Class S²

11.26

6.15

6.13

6.24

Manning & Napier Fund, Inc. - Pro-Blend^® Conservative
Term Series - Class I^2,3

11.49

6.38

6.40

6.53

Manning & Napier Fund, Inc. - Pro-Blend^® Conservative
Term Series - Class C^2,3

10.33

5.34

5.36

5.48

Manning & Napier Fund, Inc. - Pro-Blend^® Conservative
Term Series - Class R^2,3

11.08

5.90

6.02

Barclays Capital Intermediate U.S. Aggregate Bond Index^4,6

7.57

6.36

6.14

6.18

5%/15%/80% Blended Index^4,5,6

9.73

5.99

5.52

6.55

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S for the ten years ended October 31, 2010 to the Barclays Capital Intermediate U.S. Aggregate Bond Index and a 5%/15%/80% Blended Index.

LOGO

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

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 0.90% for Class S, 0.70% for Class I, 1.70% for Class C and 1.20% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.90% for Class S, 0.70% for Class I, 1.70% for Class C and 1.20% for Class R for the year ended October 31, 2010.

For periods prior to the inception of Class I on March 28, 2008, Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S adjusted for expense differences.

⁴

The Barclays Capital Intermediate U.S. Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities greater than one year but less than ten years. The Index returns assume reinvestment of income and, unlike Series returns, do not reflect any fees or expenses.

⁵

The 5%/15%/80% Blended Index is 5% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 15% Russell 3000^® Index, and 80% Barclays Capital Intermediate U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁶	Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices’ portfolios.


3

Shareholder Expense Example - Pro-Blend^® Conservative Term Series (unaudited)

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2010 to October 31, 2010, except for Class R Actual, which is from June 30, 2010* to October 31, 2010).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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


	Beginning Account Value 5/1/10*		Ending Account Value 10/31/10		Expenses Paid During Period 5/1/10-10/31/10**		Annualized Expense ratio
Class S
Actual	$	1,000.00	$	1,054.00	$	4.76		0.92	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.57	$	4.69		0.92	%
Class I
Actual	$	1,000.00	$	1,054.90	$	3.73		0.72	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,021.58	$	3.67		0.72	%
Class C
Actual	$	1,000.00	$	1,048.90	$	8.83		1.71	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,016.59	$	8.69		1.71	%
Class R
Actual	$	1,000.00	$	1,076.00	$	4.20		1.20	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,012.81	$	4.07		1.20	%

*	Class R inception date was June 30, 2010.


		4

Shareholder Expense Example - Pro-Blend^® Conservative Term Series (unaudited)

Expenses are equal to the Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period (except for the Series’ Class R Actual return information, which reflects the 123 day period ended October 31, 2010 due to its inception date of June 30, 2010). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data. The Class’ total return would have been lower had certain expenses not been waived during the period.


5

Portfolio Composition - Pro-Blend^® Conservative Term Series (unaudited)

As of October 31, 2010

LOGO



Sector Allocation³
Financials	18.47	%
Consumer Discretionary	7.47	%
Industrials	7.10	%
Information Technology	6.63	%
Energy	4.82	%
Consumer Staples	4.64	%
Health Care	3.33	%
Materials	2.75	%
Utilities	1.09	%
Telecommunication Services	0.33	%

³ Including common stocks, preferred stocks, warrants, and corporate bonds, as a percentage of total investments.



Top Five Stock Holdings⁴
Google, Inc. - Class A	0.98	%
Monsanto Co.	0.96	%
Cisco Systems, Inc.	0.70	%
Hess Corp.	0.66	%
Time Warner, Inc.	0.64	%

⁴ As a percentage of total investments.

Top Five Bond Holdings⁵
Freddie Mac, 0.875%, 10/28/2013	3.89	%
U.S. Treasury Note, 0.375%, 9/30/2012	2.05	%
Fannie Mae, 2.375%, 7/28/2015	1.96	%
Freddie Mac, 0.375%, 11/30/2012	1.81	%
Fannie Mae, 6.00%, 7/1/2038	1.64	%

⁵ As a percentage of total investments.


			6

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS - 22.42%

Consumer Discretionary - 2.66%
Auto Components - 0.02%
Hankook Tire Co. Ltd. (South Korea)¹		5,450	$	141,956

Automobiles - 0.04%
Bayerische Motoren Werke AG (BMW) (Germany)¹		2,430		174,164
Suzuki Motor Corp. (Japan)¹		1,900		46,373
Yamaha Motor Co. Ltd. (Japan)*^,1		7,000		107,405

				327,942

Distributors - 0.02%
Inchcape plc (United Kingdom)*^,1		25,000		139,707

Hotels, Restaurants & Leisure - 0.06%
Accor S.A. (France)¹		2,050		84,128
Choice Hotels International, Inc.		5,040		191,671
Club Mediterranee S.A. (France)*^,1		305		5,971
Hyatt Hotels Corp. - Class A*		2,890		116,467
Wendy’s - Arby’s Group, Inc. - Class A		25,250		116,150

				514,387

Household Durables - 0.08%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		25,250		80,159
Harman International Industries, Inc.*		3,230		108,366
Lennar Corp. - Class A		5,620		81,546
LG Electronics, Inc. (South Korea)¹		1,100		96,863
NVR, Inc.*		100		62,741
Rodobens Negocios Imobiliarios S.A. (Brazil)		19,610		202,985
Tupperware Brands Corp.		1,300		58,253

				690,913

Leisure Equipment & Products - 0.01%**
Sankyo Co. Ltd. (Japan)¹		800		42,623

Media - 1.84%
Gestevision Telecinco S.A. (Spain)¹		16,730		213,488
Grupo Televisa S.A. - ADR (Mexico)		6,070		136,272
Imax Corp. (Canada)*		6,890		149,169
Liberty Global, Inc. - Class A*		51,600		1,949,964
Mediacom Communications Corp. - Class A*		8,560		59,064
Mediaset S.p.A. (Italy)¹		4,980		36,768
Reed Elsevier plc (United Kingdom)¹		10,380		89,054
Reed Elsevier plc - ADR (United Kingdom)		1,308		44,878
Societe Television Francaise 1 (France)¹		14,140		231,756
Time Warner, Inc.		162,920		5,296,529
Virgin Media, Inc. (United Kingdom)		140,180		3,564,777
The Walt Disney Co.		100,900		3,643,499


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Media (continued)
Wolters Kluwer N.V. (Netherlands)¹		3,680	$	83,885

				15,499,103

Multiline Retail - 0.03%
Marks & Spencer Group plc (United Kingdom)¹		18,990		130,146
Nordstrom, Inc.		1,020		39,280
PPR (France)¹		745		122,533

				291,959

Specialty Retail - 0.54%
Chico’s FAS, Inc.		5,560		54,043
Dick’s Sporting Goods, Inc.*		5,330		153,611
The Finish Line, Inc. - Class A		3,780		57,834
The Home Depot, Inc.		83,966		2,592,870
KOMERI Co. Ltd. (Japan)¹		1,500		31,158
Lumber Liquidators Holdings, Inc.*		3,930		94,634
The Sherwin-Williams Co.		21,680		1,581,990

				4,566,140

Textiles, Apparel & Luxury Goods - 0.02%
Adidas AG (Germany)¹		1,530		99,652
Skechers U.S.A., Inc. - Class A*		3,230		62,791

				162,443

Total Consumer Discretionary				22,377,173

Consumer Staples - 2.82%
Beverages - 0.47%
The Coca-Cola Co.		59,730		3,662,644
Diageo plc (United Kingdom)¹		4,790		88,364
Heineken N.V. (Netherlands)¹		3,670		186,309

				3,937,317

Food & Staples Retailing - 0.77%
BJ’s Wholesale Club, Inc.*		2,060		85,964
Carrefour S.A. (France)¹		9,650		522,486
Casino Guichard-Perrachon S.A. (France)¹		1,100		103,489
The Kroger Co.		120,880		2,659,360
Safeway, Inc.		115,870		2,653,423
SUPERVALU, Inc.		8,980		96,894
Tesco plc (United Kingdom)¹		52,995		362,680

				6,484,296

Food Products - 1.54%
Diamond Foods, Inc.		1,540		68,068


The accompanying notes are an integral part of the financial statements.			8

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food Products (continued)
Flowers Foods, Inc.		4,530	$	115,424
General Mills, Inc.		37,380		1,403,245
Kellogg Co.		23,460		1,179,100
Kraft Foods, Inc. - Class A		103,050		3,325,423
Nestle S.A. (Switzerland)¹		60,550		3,316,596
Sanderson Farms, Inc.		1,650		69,267
Suedzucker AG (Germany)¹		2,950		69,652
Unilever plc - ADR (United Kingdom)		118,130		3,428,133

				12,974,908

Household Products - 0.02%
Reckitt Benckiser Group plc (United Kingdom)¹		2,325		129,895

Personal Products - 0.02%
Alberto-Culver Co.		3,190		118,955
Beiersdorf AG (Germany)¹		930		60,590

				179,545

Total Consumer Staples				23,705,961

Energy - 2.25%
Energy Equipment & Services - 1.49%
Baker Hughes, Inc.		84,405		3,910,484
Calfrac Well Services Ltd. (Canada)		6,480		162,905
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*^,1		8,105		189,323
Dril-Quip, Inc.*		1,980		136,818
Schlumberger Ltd.		55,740		3,895,669
Trican Well Service Ltd. (Canada)		16,420		284,641
Weatherford International Ltd. (Switzerland)*		231,774		3,896,121

				12,475,961

Oil, Gas & Consumable Fuels - 0.76%
Cameco Corp. (Canada)		3,780		117,029
Forest Oil Corp.*		1,205		37,030
Hess Corp.		87,060		5,487,392
Mariner Energy, Inc.*		2,861		71,296
Paladin Energy Ltd. (Australia)*		33,810		137,242
Repsol YPF S.A. (Spain)¹		1,990		55,184
Royal Dutch Shell plc - Class B (Netherlands)¹		2,646		84,677
Royal Dutch Shell plc - Class B - ADR (Netherlands)		2,580		165,945
Talisman Energy, Inc. (Canada)		8,420		152,648
Total S.A. (France)¹		1,820		99,070

				6,407,513

Total Energy				18,883,474


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials - 2.70%
Capital Markets - 0.89%
The Bank of New York Mellon Corp.²		130,210	$	3,263,063
The Charles Schwab Corp.		219,650		3,382,610
Credit Suisse Group AG - ADR (Switzerland)		830		34,445
Evercore Partners, Inc. - Class A		2,190		66,488
Financial Engines, Inc.*		3,590		52,881
GAM Holding AG (Switzerland)*^,1		13,770		217,551
The Goldman Sachs Group, Inc.		680		109,446
Greenhill & Co., Inc.		700		54,369
Lazard Ltd. - Class A (Bermuda)		1,590		58,671
Northern Trust Corp.		1,690		83,875
State Street Corp.		4,490		187,502

				7,510,901

Commercial Banks - 0.16%
Banco Santander S.A. (Spain)¹		6,050		77,655
Banco Santander S.A. - ADR (Spain)		14,530		186,129
Barclays plc - ADR (United Kingdom)		1,990		35,124
BNP Paribas (France)¹		930		68,026
Credit Agricole S.A. (France)¹		1,370		22,469
First Commonwealth Financial Corp.		41,520		241,646
First Financial Bancorp		6,190		104,240
The Hachijuni Bank Ltd. (Japan)¹		4,800		24,632
HSBC Holdings plc (United Kingdom)¹		8,500		88,465
HSBC Holdings plc - ADR (United Kingdom)		3,177		165,553
ICICI Bank Ltd. - ADR (India)		1,560		82,025
Societe Generale - ADR (France)³		3,250		38,773
The Sumitomo Trust & Banking Co. Ltd. (Japan)¹		4,800		26,207
U.S. Bancorp		7,920		191,506

				1,352,450

Consumer Finance - 0.44%
American Express Co.		87,600		3,631,896
Discover Financial Services		2,070		36,535

				3,668,431

Diversified Financial Services - 0.11%
Bank of America Corp.		2,980		34,091
Deutsche Boerse AG (Germany)¹		3,890		273,657
Financiere Marc de Lacharriere S.A. (Fimalac) (France)¹		2,125		91,451
ING Groep N.V. (Netherlands)*^,1		185		1,980
JPMorgan Chase & Co.		6,430		241,961
Moody’s Corp.		10,770		291,436

				934,576


The accompanying notes are an integral part of the financial statements.			10

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Insurance - 0.23%
Allianz SE (Germany)¹		3,980	$	498,407
The Allstate Corp.		4,370		133,241
Amil Participacoes S.A. (Brazil)		12,540		127,590
AXA S.A. (France)¹		1,230		22,431
Brown & Brown, Inc.		7,020		156,476
Mapfre S.A. (Spain)¹		32,000		106,335
Muenchener Rueckversicherungs AG (MunichRe) (Germany)¹		1,195		186,779
The Progressive Corp.		9,760		206,522
Willis Group Holdings plc (United Kingdom)		7,325		232,935
Zurich Financial Services AG (Switzerland)¹		910		222,693

				1,893,409

Real Estate Investment Trusts (REITS) - 0.80%
Acadia Realty Trust		4,520		86,242
Alexandria Real Estate Equities, Inc.		3,070		225,584
Alstria Office REIT AG (Germany)¹		9,950		138,623
American Campus Communities, Inc.		7,780		246,081
Apartment Investment & Management Co. - Class A		11,860		276,456
Associated Estates Realty Corp.		4,790		66,533
AvalonBay Communities, Inc.		1,690		179,664
BioMed Realty Trust, Inc.		19,480		357,458
Boston Properties, Inc.		2,400		206,856
British Land Co. plc (United Kingdom)¹		9,730		79,440
Camden Property Trust		4,090		202,823
Cogdell Spencer, Inc.		24,100		158,337
Corporate Office Properties Trust		13,190		468,113
DiamondRock Hospitality Co.*		5,110		54,064
Digital Realty Trust, Inc.		3,530		210,847
Douglas Emmett, Inc.		4,380		78,577
DuPont Fabros Technology, Inc.		11,570		290,407
Equity Lifestyle Properties, Inc.		2,890		164,499
Equity One, Inc.		3,910		73,117
Equity Residential		4,010		195,006
HCP, Inc.		5,470		196,975
Health Care REIT, Inc.		3,060		156,366
Healthcare Realty Trust, Inc.		7,970		192,396
Home Properties, Inc.		3,880		211,266
Host Hotels & Resorts, Inc.		14,737		234,171
LaSalle Hotel Properties		3,270		77,466
Lexington Realty Trust		8,540		66,441
Mack-Cali Realty Corp.		2,170		72,869
Mid-America Apartment Communities, Inc.		1,090		66,523


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
National Health Investors, Inc.		1,390	$	64,357
National Retail Properties, Inc.		7,750		210,025
Omega Healthcare Investors, Inc.		3,590		82,570
Pebblebrook Hotel Trust*		11,790		230,966
Public Storage		2,040		202,409
Realty Income Corp.		6,100		209,108
Simon Property Group, Inc.		2,224		213,548
Sovran Self Storage, Inc.		2,840		110,959
Tanger Factory Outlet Centers		4,130		197,909
UDR, Inc.		8,560		192,429

				6,747,480

Real Estate Management & Development - 0.01%
CB Richard Ellis Group, Inc. - Class A*		3,590		65,876
Renhe Commercial Holdings Co. Ltd. (China)¹		167,000		31,944

				97,820

Thrifts & Mortgage Finance - 0.06%
Aareal Bank AG (Germany)*^,1		3,745		91,431
First Niagara Financial Group, Inc.		20,970		248,494
Hudson City Bancorp, Inc.		3,890		45,319
People’s United Financial, Inc.		10,160		125,070

				510,314

Total Financials				22,715,381

Health Care - 2.47%
Biotechnology - 0.15%
Acorda Therapeutics, Inc.*		7,340		198,473
Amgen, Inc.*		6,110		349,431
Basilea Pharmaceutica AG (Switzerland)*^,1		3,220		225,884
Celera Corp.*		82,140		468,198

				1,241,986

Health Care Equipment & Supplies - 1.66%
Abaxis, Inc.*		9,850		236,498
Alere, Inc.*		21,560		637,098
Becton, Dickinson and Co.		68,210		5,151,219
Boston Scientific Corp.*		544,870		3,476,271
Cochlear Ltd. (Australia)¹		7,160		498,774
Conceptus, Inc.*		15,900		225,939
Covidien plc (Ireland)		10,150		404,680
DENTSPLY International, Inc.		12,950		406,500
DexCom, Inc.*		24,280		333,850


The accompanying notes are an integral part of the financial statements.			12

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Equipment & Supplies (continued)
Gen-Probe, Inc.*		10,300	$	498,829
Hologic, Inc.*		13,020		208,580
Insulet Corp.*		23,290		371,476
Mindray Medical International Ltd. - ADR (China)		1,220		35,356
OraSure Technologies, Inc.*		24,480		99,634
Shandong Weigao Group Medical Polymer Co. Ltd. - Class H (China)¹		9,000		23,942
Sirona Dental Systems, Inc.*		5,920		222,888
Straumann Holding AG (Switzerland)¹		2,305		482,552
Zoll Medical Corp.*		20,820		677,275

				13,991,361

Health Care Providers & Services - 0.21%
Bio-Reference Laboratories, Inc.*		11,850		255,486
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)¹		49,330		56,747
Diagnosticos da America S.A. (Brazil)		47,230		573,605
Odontoprev S.A. (Brazil)		15,910		233,929
Sonic Healthcare Ltd. (Australia)¹		60,980		650,598

				1,770,365

Health Care Technology - 0.23%
Allscripts Healthcare Solutions, Inc.*		11,570		220,871
Cerner Corp.*		19,220		1,688,093

				1,908,964

Life Sciences Tools & Services - 0.09%
Caliper Life Sciences, Inc.*		91,417		411,377
Sequenom, Inc.*		53,160		337,566

				748,943

Pharmaceuticals - 0.13%
AstraZeneca plc (United Kingdom)¹		615		30,936
AstraZeneca plc - ADR (United Kingdom)		1,510		76,195
Bayer AG (Germany)¹		4,310		321,472
GlaxoSmithKline plc (United Kingdom)¹		5,525		107,890
Sanofi-Aventis S.A. (France)¹		851		59,623
Santen Pharmaceutical Co. Ltd. (Japan)¹		1,500		51,689
Shire plc (Ireland)¹		5,745		134,819
UCB S.A. (Belgium)¹		9,240		358,438

				1,141,062

Total Health Care				20,802,681

Industrials - 2.04%
Aerospace & Defense - 0.42%
The Boeing Co.		49,510		3,497,386


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Aerospace & Defense (continued)
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)		2,650	$	76,453

				3,573,839

Air Freight & Logistics - 0.83%
Atlas Air Worldwide Holdings, Inc.*		1,940		101,384
FedEx Corp.		37,190		3,262,307
TNT N.V. (Netherlands)¹		8,330		221,529
United Parcel Service, Inc. - Class B		49,972		3,365,115

				6,950,335

Airlines - 0.46%
Copa Holdings S.A. - Class A (Panama)		1,770		89,792
Deutsche Lufthansa AG (Germany)*^,1		6,570		140,450
Ryanair Holdings plc - ADR (Ireland)		5,420		176,855
Southwest Airlines Co.		254,775		3,505,704

				3,912,801

Commercial Services & Supplies - 0.05%
Tomra Systems ASA (Norway)¹		72,980		444,717

Construction & Engineering - 0.01%
MYR Group, Inc.*		3,040		47,394

Electrical Equipment - 0.07%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*		12,480		258,211
Alstom S.A. (France)¹		3,310		167,162
Nexans S.A. (France)¹		1,040		74,180
Schneider Electric S.A. (France)¹		860		122,190

				621,743

Industrial Conglomerates - 0.06%
Siemens AG (Germany)¹		4,290		489,555

Machinery - 0.06%
ArvinMeritor, Inc.*		3,900		64,662
Astec Industries, Inc.*		1,630		48,036
Lindsay Corp.		1,500		86,475
SmartHeat, Inc. (China)*		2,410		15,641
Titan International, Inc.		6,820		103,459
Wabtec Corp.		2,380		111,479
Westport Innovations, Inc. (Canada)*		3,190		57,803

				487,555

Professional Services - 0.01%
Randstad Holding N.V. (Netherlands)*^,1		990		47,163


The accompanying notes are an integral part of the financial statements.			14

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Road & Rail - 0.07%
All America Latina Logistica S.A. (Brazil)		31,400	$	296,955
Heartland Express, Inc.		6,750		100,642
RailAmerica, Inc.*		14,470		167,852

				565,449

Total Industrials				17,140,551

Information Technology - 5.74%
Communications Equipment - 1.58%
Alcatel-Lucent - ADR (France)*		111,430		386,662
Cisco Systems, Inc.*		254,808		5,817,267
Infinera Corp.*		46,500		380,835
Juniper Networks, Inc.*		74,416		2,410,334
QUALCOMM, Inc.		86,720		3,913,673
Riverbed Technology, Inc.*		5,640		324,526

				13,233,297

Computers & Peripherals - 0.25%
Apple, Inc.*		510		153,444
Compellent Technologies, Inc.*		12,570		317,644
EMC Corp.*		76,170		1,600,331
Immersion Corp.*		10,320		63,468

				2,134,887

Electronic Equipment, Instruments & Components - 0.19%
Amphenol Corp. - Class A		20,250		1,015,132
Cogent, Inc.*		32,900		346,108
Hitachi Ltd. (Japan)¹		23,000		103,952
LoJack Corp.*		28,340		138,583

				1,603,775

Internet Software & Services - 1.08%
comScore, Inc.*		6,140		144,352
Google, Inc. - Class A*		13,265		8,131,312
NetEase.com, Inc. - ADR (China)*		1,560		65,208
Tencent Holdings Ltd. (China)¹		3,500		80,456
VistaPrint N.V. (Netherlands)*		9,630		405,134
Vocus, Inc.*		11,740		260,041

				9,086,503

IT Services - 1.74%
Accenture plc - Class A (Ireland)		8,250		368,858
Amadeus IT Holding S.A. - Class A (Spain)*^,1		7,240		147,730
Amdocs Ltd. (Guernsey)*		21,140		648,575
Automatic Data Processing, Inc.		84,698		3,762,285


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
IT Services (continued)
Cap Gemini S.A. (France)¹		5,590	$	285,361
Cielo S.A. (Brazil)		26,000		224,019
MasterCard, Inc. - Class A		14,660		3,519,280
Redecard S.A. (Brazil)		13,370		172,914
Visa, Inc. - Class A		23,370		1,826,833
The Western Union Co.		207,970		3,660,272

				14,616,127

Semiconductors & Semiconductor Equipment - 0.14%
Advantest Corp. (Japan)¹		15,400		292,500
Infineon Technologies AG (Germany)*^,1		28,000		220,282
Sumco Corp. (Japan)*^,1		22,300		344,840
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		9,041		98,637
Tokyo Electron Ltd. (Japan)¹		3,900		220,051
Yingli Green Energy Holding Co. Ltd. - ADR (China)*		2,670		31,132

				1,207,442

Software - 0.76%
Adobe Systems, Inc.*		1,860		52,359
Autodesk, Inc.*		95,040		3,438,547
Electronic Arts, Inc.*		128,830		2,041,956
Fortinet, Inc.*		8,630		258,900
Misys plc (United Kingdom)*^,1		15,155		68,235
SAP AG (Germany)¹		2,290		119,307
SolarWinds, Inc.*		15,000		272,250
Square Enix Holdings Co. Ltd. (Japan)¹		4,200		87,718

				6,339,272

Total Information Technology				48,221,303

Materials - 1.63%
Chemicals - 1.02%
Arkema S.A. (France)¹		2		129
BASF SE (Germany)¹		1,660		120,702
Calgon Carbon Corp.*		9,140		137,191
Johnson Matthey plc (United Kingdom)¹		2,300		70,534
Monsanto Co.		133,580		7,937,324
The Scotts Miracle-Gro Co. - Class A		1,300		69,420
Shin-Etsu Chemical Co. Ltd. (Japan)¹		4,300		217,434

				8,552,734

Construction Materials - 0.42%
CRH plc (Ireland)¹		9,200		158,754
Eagle Materials, Inc.		3,020		70,849


The accompanying notes are an integral part of the financial statements.			16

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Materials (continued)
Construction Materials (continued)
Martin Marietta Materials, Inc.		21,890	$	1,761,707
Vulcan Materials Co.		43,150		1,575,407

				3,566,717

Containers & Packaging - 0.19%
Owens-Illinois, Inc.*		57,150		1,601,914

Paper & Forest Products - 0.00%**
Norbord, Inc. (Canada)*		577		6,585

Total Materials				13,727,950

Telecommunication Services - 0.05%
Diversified Telecommunication Services - 0.03%
France Telecom S.A. (France)¹		4,780		114,688
Swisscom AG - ADR (Switzerland)³		3,150		131,134

				245,822

Wireless Telecommunication Services - 0.02%
SK Telecom Co. Ltd. - ADR (South Korea)		11,320		208,628

Total Telecommunication Services				454,450

Utilities - 0.06%
Electric Utilities - 0.03%
E.ON AG (Germany)¹		4,875		152,590
Prime Infrastructure Group (Australia)¹		17,290		84,441

				237,031

Independent Power Producers & Energy Traders - 0.01%
Mirant Corp.*		2,430		25,782
RRI Energy, Inc.*		7,380		27,749

				53,531

Multi-Utilities - 0.01%
National Grid plc (United Kingdom)¹		8,760		82,839

Water Utilities - 0.01%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		5,860		89,849

Total Utilities				463,250

TOTAL COMMON STOCKS (Identified Cost $171,431,467)				188,492,174


PREFERRED STOCKS - 0.16%

Consumer Staples - 0.01%
Household Products - 0.01%
Henkel AG & Co. KGaA (Germany)¹		1,540		90,837


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Shares/ Principal Amount		Value (Note 2)

PREFERRED STOCKS (continued)

Financials - 0.15%
Commercial Banks - 0.06%
PNC Financial Services Group, Inc., Series K		180,000	$	188,780
Wells Fargo & Co., Series K		300,000		315,000

				503,780

Diversified Financial Services - 0.09%
Bank of America Corp., Series K		320,000		322,934
JPMorgan Chase & Co., Series 1		375,000		399,754

				722,688

Total Financials				1,226,468

TOTAL PREFERRED STOCKS (Identified Cost $1,200,461)				1,317,305


WARRANTS - 0.00%**

Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011* (Identified Cost $215)		348		12


CORPORATE BONDS - 33.28%

Convertible Corporate Bonds - 0.02%
Health Care - 0.01%
Biotechnology - 0.01%
Amgen, Inc., 0.375%, 2/1/2013	$	110,000		110,275

Information Technology - 0.01%
Computers & Peripherals - 0.01%
EMC Corp., 1.75%, 12/1/2013		40,000		57,050

Total Convertible Corporate Bonds (Identified Cost $154,673)				167,325

Non-Convertible Corporate Bonds - 33.26%
Consumer Discretionary - 4.70%
Hotels, Restaurants & Leisure - 0.95%
Cedar Fair LP - Canada’s Wonderland Co. - Magnum Management Corp.⁴, 9.125%, 8/1/2018		110,000		118,250
International Game Technology, 7.50%, 6/15/2019		4,000,000		4,702,024
McDonald’s Corp., 5.80%, 10/15/2017		1,920,000		2,294,076
Scientific Games International, Inc.⁴, 7.875%, 6/15/2016		110,000		113,300
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016		225,000		246,375
Wyndham Worldwide Corp., 9.875%, 5/1/2014		90,000		106,361
Wyndham Worldwide Corp., 6.00%, 12/1/2016		370,000		395,116

				7,975,502


The accompanying notes are an integral part of the financial statements.			18

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Household Durables - 0.10%
Newell Rubbermaid, Inc., 4.70%, 8/15/2020	$	820,000	$	852,439

Media - 3.17%
Cablevision Systems Corp., 8.625%, 9/15/2017		425,000		479,719
Columbus International, Inc. (Barbados)⁴, 11.50%, 11/20/2014		130,000		145,762
Comcast Corp., 5.15%, 3/1/2020		2,000,000		2,199,724
Comcast Corp., 6.50%, 11/15/2035		540,000		591,323
Comcast Corp., 6.95%, 8/15/2037		490,000		570,022
DIRECTV Holdings LLC, 5.20%, 3/15/2020		6,000,000		6,516,546
Discovery Communications LLC, 5.05%, 6/1/2020		6,580,000		7,246,093
Interactive Data Corp.⁴, 10.25%, 8/1/2018		160,000		175,000
MDC Partners, Inc. (Canada)⁴, 11.00%, 11/1/2016		50,000		55,500
Sirius XM Radio, Inc.⁴, 9.75%, 9/1/2015		235,000		263,494
Time Warner, Inc., 4.875%, 3/15/2020		6,000,000		6,586,422
Time Warner, Inc., 7.625%, 4/15/2031		485,000		590,382
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)⁴, 8.125%, 12/1/2017		100,000		104,750
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)⁴, 8.125%, 12/1/2017		90,000		130,900
UPC Holding B.V. (Netherlands)⁴, 9.875%, 4/15/2018		305,000		333,212
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019		120,000		133,800
Virgin Media Finance plc, Series 1 (United Kingdom), 9.50%, 8/15/2016		90,000		102,263
WMG Acquisition Corp., 9.50%, 6/15/2016		215,000		231,663
XM Satellite Radio, Inc.⁴, 7.625%, 11/1/2018		170,000		174,675

				26,631,250

Multiline Retail - 0.05%
Target Corp., 6.00%, 1/15/2018		325,000		392,391

Specialty Retail - 0.39%
The Home Depot, Inc., 5.40%, 3/1/2016		510,000		585,008
Lowe’s Companies, Inc., 6.10%, 9/15/2017		1,800,000		2,179,355
Rent-A-Center, Inc.⁴, 6.625%, 11/15/2020		300,000		303,000
Toys R Us Property Co. LLC⁴, 8.50%, 12/1/2017		230,000		248,975

				3,316,338

Textiles, Apparel & Luxury Goods - 0.04%
VF Corp., 5.95%, 11/1/2017		330,000		385,208

Total Consumer Discretionary				39,553,128

Consumer Staples - 1.75%
Beverages - 0.12%
CEDC Finance Corp. International, Inc.⁴, 9.125%, 12/1/2016		235,000		253,800
Constellation Brands, Inc., 8.375%, 12/15/2014		230,000		259,038


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Beverages (continued)
PepsiCo, Inc., 5.00%, 6/1/2018	$	110,000	$	125,244
PepsiCo, Inc., 7.90%, 11/1/2018		290,000		388,834

				1,026,916

Food & Staples Retailing - 0.79%
Ingles Markets, Inc., 8.875%, 5/15/2017		85,000		93,925
The Kroger Co., 6.15%, 1/15/2020		5,500,000		6,490,545

				6,584,470

Food Products - 0.80%
Kraft Foods, Inc., 6.125%, 2/1/2018		335,000		394,636
Kraft Foods, Inc., 5.375%, 2/10/2020		5,665,000		6,346,868

				6,741,504

Personal Products - 0.04%
Revlon Consumer Products Corp., 9.75%, 11/15/2015		335,000		349,237

Total Consumer Staples				14,702,127

Energy - 2.51%
Energy Equipment & Services - 1.11%
Baker Hughes, Inc., 7.50%, 11/15/2018		305,000		394,496
Cie Generale de Geophysique - Veritas (France), 7.75%, 5/15/2017		275,000		288,063
Complete Production Services, Inc., 8.00%, 12/15/2016		160,000		168,400
Hornbeck Offshore Services, Inc., 8.00%, 9/1/2017		70,000		70,962
Hornbeck Offshore Services, Inc., Series B, 6.125%, 12/1/2014		125,000		125,000
Key Energy Services, Inc., 8.375%, 12/1/2014		160,000		171,400
Thermon Industries, Inc.⁴, 9.50%, 5/1/2017		185,000		195,637
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019		6,000,000		7,923,654

				9,337,612

Oil, Gas & Consumable Fuels - 1.40%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		2,950,000		3,226,267
Anadarko Petroleum Corp., 8.70%, 3/15/2019		1,220,000		1,510,336
Anadarko Petroleum Corp., 6.95%, 6/15/2019		3,000,000		3,396,291
Apache Corp., 6.90%, 9/15/2018		155,000		194,868
Aquilex Holdings LLC - Aquilex Finance Corp., 11.125%, 12/15/2016		115,000		109,537
Arch Coal, Inc., 8.75%, 8/1/2016		55,000		61,738
Arch Western Finance LLC, 6.75%, 7/1/2013		125,000		126,250
Chaparral Energy, Inc., 8.875%, 2/1/2017		230,000		230,000
Chesapeake Energy Corp., 9.50%, 2/15/2015		215,000		249,400
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 9.00%, 4/1/2015		90,000		96,525
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 10.875%, 4/1/2017		85,000		90,525
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018		390,000		421,200


The accompanying notes are an integral part of the financial statements.			20

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Hess Corp., 5.60%, 2/15/2041	$	265,000	$	270,438
Linn Energy LLC - Linn Energy Finance Corp.⁴, 7.75%, 2/1/2021		260,000		268,450
MarkWest Energy Partners LP - MarkWest Energy Finance Corp., 6.75%, 11/1/2020		290,000		296,525
Martin Midstream Partners LP - Martin Midstream Finance Corp.⁴, 8.875%, 4/1/2018		180,000		187,200
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC⁴, 8.875%, 3/15/2018		125,000		136,562
Plains Exploration & Production Co., 8.625%, 10/15/2019		360,000		399,600
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016		175,000		185,500
Tesoro Corp., 9.75%, 6/1/2019		255,000		283,050
Whiting Petroleum Corp., 7.00%, 2/1/2014		35,000		37,231

				11,777,493

Total Energy				21,115,105

Financials - 15.37%
Capital Markets - 2.00%
The Charles Schwab Corp., 4.45%, 7/22/2020		7,000,000		7,279,853
Goldman Sachs Capital I, 6.345%, 2/15/2034		380,000		363,297
Goldman Sachs Capital II⁵, 5.793%, 12/29/2049		500,000		429,375
The Goldman Sachs Group, Inc.⁶, 3.25%, 6/15/2012		3,266,000		3,416,484
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		335,000		375,117
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		3,165,000		3,348,804
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		210,000		199,916
Morgan Stanley, 5.50%, 1/26/2020		1,325,000		1,379,175

				16,792,021

Commercial Banks - 3.39%
Household Finance Co., 6.375%, 11/27/2012		515,000		562,833
KeyBank National Association⁶, 3.20%, 6/15/2012		3,476,000		3,633,362
KeyBank National Association, 5.45%, 3/3/2016		550,000		599,254
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		315,000		368,507
National City Corp., 6.875%, 5/15/2019		7,000,000		8,155,441
PNC Bank National Association, 5.25%, 1/15/2017		195,000		211,651
PNC Funding Corp.⁶, 2.30%, 6/22/2012		7,246,000		7,464,162
U.S. Bank National Association, 6.375%, 8/1/2011		30,000		31,307
U.S. Bank National Association, 6.30%, 2/4/2014		100,000		114,712
USB Capital XIII Trust, 6.625%, 12/15/2039		210,000		213,669
Wachovia Corp., 5.25%, 8/1/2014		5,935,000		6,444,799
Wells Fargo & Co.⁶, 3.00%, 12/9/2011		515,000		530,254


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
Wilmington Trust Corp., 8.50%, 4/2/2018	$	120,000	$	122,754

				28,452,705

Consumer Finance - 1.17%
American Express Co., 8.125%, 5/20/2019		7,025,000		9,024,090
American Express Co.⁵, 6.80%, 9/1/2066		390,000		391,463
Credit Acceptance Corp.⁴, 9.125%, 2/1/2017		410,000		430,500

				9,846,053

Diversified Financial Services - 5.57%
Bank of America Corp.⁶, 3.125%, 6/15/2012		5,518,000		5,760,229
Bank of America Corp., 4.875%, 1/15/2013		1,800,000		1,899,500
Bank of America Corp., 5.75%, 8/15/2016		205,000		218,119
Bank of America Corp., 7.625%, 6/1/2019		4,315,000		5,051,394
Citigroup Funding, Inc.⁶, 1.875%, 10/22/2012		1,520,000		1,561,286
Citigroup, Inc.⁶, 2.875%, 12/9/2011		10,788,000		11,087,906
Citigroup, Inc., 8.50%, 5/22/2019		7,080,000		8,890,193
JPMorgan Chase & Co.⁶, 2.625%, 12/1/2010		5,000,000		5,010,240
JPMorgan Chase & Co.⁶, 3.125%, 12/1/2011		3,600,000		3,706,492
JPMorgan Chase & Co., 6.30%, 4/23/2019		2,000,000		2,334,034
JPMorgan Chase & Co., 4.95%, 3/25/2020		1,255,000		1,330,992

				46,850,385

Insurance - 0.09%
American International Group, Inc., 4.25%, 5/15/2013		200,000		209,000
Fidelity National Financial, Inc., 6.60%, 5/15/2017		210,000		216,577
Hartford Financial Services Group, Inc.⁵, 8.125%, 6/15/2038		340,000		361,250

				786,827

Real Estate Investment Trusts (REITS) - 3.15%
AvalonBay Communities, Inc., 6.10%, 3/15/2020		2,145,000		2,509,873
Boston Properties LP, 5.875%, 10/15/2019		5,150,000		5,809,978
Camden Property Trust, 5.70%, 5/15/2017		2,270,000		2,510,243
DuPont Fabros Technology LP, 8.50%, 12/15/2017		305,000		330,162
Felcor Lodging LP, 10.00%, 10/1/2014		270,000		303,750
HCP, Inc., 6.70%, 1/30/2018		4,155,000		4,610,193
Health Care REIT, Inc., 6.20%, 6/1/2016		520,000		594,532
Host Hotels & Resorts LP, 6.875%, 11/1/2014		105,000		108,347
Host Hotels & Resorts LP, 6.375%, 3/15/2015		85,000		87,125
Mack-Cali Realty LP, 7.75%, 8/15/2019		315,000		379,421
National Retail Properties, Inc., 6.875%, 10/15/2017		280,000		315,486
Omega Healthcare Investors, Inc.⁴, 7.50%, 2/15/2020		165,000		177,788


The accompanying notes are an integral part of the financial statements.			22

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Simon Property Group LP, 10.35%, 4/1/2019	$	6,180,000	$	8,735,992

				26,472,890

Total Financials				129,200,881

Health Care - 0.79%
Biotechnology - 0.36%
Amgen, Inc., 3.45%, 10/1/2020		3,000,000		3,009,897

Health Care Equipment & Supplies - 0.17%
Alere, Inc., 7.875%, 2/1/2016		85,000		89,038
Alere, Inc., 9.00%, 5/15/2016		437,000		466,498
Becton Dickinson and Co., 6.00%, 5/15/2039		330,000		381,531
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011		75,000		77,062
Fresenius US Finance II, Inc.⁴, 9.00%, 7/15/2015		355,000		414,462

				1,428,591

Health Care Providers & Services - 0.12%
BioScrip, Inc., 10.25%, 10/1/2015		165,000		174,488
HCA, Inc., 7.875%, 2/15/2020		315,000		348,862
Health Management Associates, Inc., 6.125%, 4/15/2016		255,000		262,650
LifePoint Hospitals, Inc.⁴, 6.625%, 10/1/2020		260,000		273,650

				1,059,650

Life Sciences Tools & Services - 0.02%
PharmaNet Development Group, Inc.⁴, 10.875%, 4/15/2017		180,000		187,200

Pharmaceuticals - 0.12%
Johnson & Johnson, 5.95%, 8/15/2037		160,000		190,828
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019		525,000		602,662
Wyeth, 6.50%, 2/1/2034		155,000		186,731

				980,221

Total Health Care				6,665,559

Industrials - 4.96%
Aerospace & Defense - 0.40%
BE Aerospace, Inc., 6.875%, 10/1/2020		260,000		276,250
The Boeing Co., 6.00%, 3/15/2019		2,410,000		2,890,038
GeoEye, Inc., 9.625%, 10/1/2015		75,000		83,531
Kratos Defense & Security Solutions, Inc., 10.00%, 6/1/2017		115,000		127,650

				3,377,469

Air Freight & Logistics - 0.75%
FedEx Corp., 8.00%, 1/15/2019		4,690,000		6,043,295


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Air Freight & Logistics (continued)
United Parcel Service, Inc., 6.20%, 1/15/2038	$	180,000	$	214,940

				6,258,235

Airlines - 0.28%
Continental Airlines, Inc.⁴, 6.75%, 9/15/2015		250,000		260,312
Delta Air Lines Pass-Through Trust, Series 2001-1, Class A-2, 7.111%, 9/18/2011		150,000		157,125
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022		142,198		153,574
Delta Air Lines, Inc.⁴, 9.50%, 9/15/2014		198,000		217,800
Southwest Airlines Co., 5.25%, 10/1/2014		355,000		383,001
Southwest Airlines Co., 5.75%, 12/15/2016		1,070,000		1,172,413

				2,344,225

Building Products - 0.05%
Building Materials Corp. of America⁴, 6.875%, 8/15/2018		175,000		175,000
Building Materials Corp. of America⁴, 7.50%, 3/15/2020		85,000		86,912
Owens Corning, 9.00%, 6/15/2019		150,000		181,835

				443,747

Commercial Services & Supplies - 0.50%
ACCO Brands Corp., 10.625%, 3/15/2015		80,000		90,300
Clean Harbors, Inc., 7.625%, 8/15/2016		149,000		157,381
Garda World Security Corp. (Canada)⁴, 9.75%, 3/15/2017		165,000		175,725
Waste Management, Inc., 7.375%, 3/11/2019		3,000,000		3,778,626

				4,202,032

Industrial Conglomerates - 1.79%
GE Capital Trust I⁵, 6.375%, 11/15/2067		340,000		336,175
General Electric Capital Corp.⁶, 3.00%, 12/9/2011		5,798,000		5,966,484
General Electric Capital Corp., 5.625%, 5/1/2018		1,800,000		2,011,514
General Electric Capital Corp., 5.50%, 1/8/2020		2,115,000		2,327,989
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		355,000		395,975
General Electric Co., 5.25%, 12/6/2017		180,000		202,656
Textron, Inc., 5.60%, 12/1/2017		3,150,000		3,420,009
Textron, Inc., 7.25%, 10/1/2019		350,000		416,576

				15,077,378

Machinery - 0.33%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		305,000		384,667
John Deere Capital Corp., 5.75%, 9/10/2018		2,060,000		2,426,264

				2,810,931


The accompanying notes are an integral part of the financial statements.			24

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Marine - 0.07%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island)⁴, 8.875%, 11/1/2017	$	415,000	$	443,013
United Maritime Group LLC - United Maritime Group Finance Corp., 11.75%, 6/15/2015		115,000		114,856

				557,869

Road & Rail - 0.79%
CSX Corp., 7.375%, 2/1/2019		4,000,000		5,032,776
CSX Corp., 6.00%, 10/1/2036		355,000		377,809
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		935,000		946,514
RailAmerica, Inc., 9.25%, 7/1/2017		61,000		67,558
Union Pacific Corp., 5.65%, 5/1/2017		175,000		201,991

				6,626,648

Total Industrials				41,698,534

Information Technology - 0.80%
Communications Equipment - 0.12%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029		205,000		171,175
Cisco Systems, Inc., 5.90%, 2/15/2039		440,000		494,512
Hughes Network Systems LLC - HNS Finance Corp., 9.50%, 4/15/2014		290,000		302,325

				968,012

Computers & Peripherals - 0.07%
International Business Machines Corp., 5.60%, 11/30/2039		535,000		596,272

Electronic Equipment, Instruments & Components - 0.46%
Corning, Inc., 6.625%, 5/15/2019		3,200,000		3,863,901

IT Services - 0.08%
The Western Union Co., 5.253%, 4/1/2020		590,000		644,579

Semiconductors & Semiconductor Equipment - 0.05%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017		150,000		162,000
Advanced Micro Devices, Inc.⁴, 7.75%, 8/1/2020		85,000		90,100
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co.⁴, 10.50%, 4/15/2018		180,000		193,050

				445,150

Software - 0.02%
Microsoft Corp., 5.20%, 6/1/2039		190,000		201,744

Total Information Technology				6,719,658

Materials - 1.08%
Chemicals - 0.11%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		320,000		383,296


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Chemicals (continued)
Ferro Corp., 7.875%, 8/15/2018	$	260,000	$	276,575
Rhodia S.A. (France)⁴, 6.875%, 9/15/2020		265,000		278,581

				938,452

Containers & Packaging - 0.02%
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC⁴, 8.50%, 5/15/2018		190,000		194,275

Metals & Mining - 0.46%
Alcoa, Inc., 5.72%, 2/23/2019		2,032,000		2,081,707
Alcoa, Inc., 5.87%, 2/23/2022		295,000		301,329
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		925,000		1,146,884
Steel Dynamics, Inc., 7.75%, 4/15/2016		335,000		357,613

				3,887,533

Paper & Forest Products - 0.49%
Georgia-Pacific LLC⁴, 8.25%, 5/1/2016		145,000		166,387
International Paper Co., 9.375%, 5/15/2019		2,500,000		3,301,325
International Paper Co., 7.50%, 8/15/2021		490,000		597,526

				4,065,238

Total Materials				9,085,498

Telecommunication Services - 0.28%
Diversified Telecommunication Services - 0.12%
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015		60,000		66,600
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015		115,000		127,363
Inmarsat Finance plc (United Kingdom)⁴, 7.375%, 12/1/2017		250,000		267,500
Intelsat Subsidiary Holding Co. Ltd. (Bermuda)⁴, 8.875%, 1/15/2015		245,000		252,350
Wind Acquisition Finance S.A. (Luxembourg)⁴, 11.75%, 7/15/2017		230,000		262,200

				976,013

Wireless Telecommunication Services - 0.16%
CC Holdings GS V LLC - Crown Castle GS III Corp.⁴, 7.75%, 5/1/2017		185,000		207,662
Crown Castle Towers LLC⁴, 6.113%, 1/15/2020		390,000		433,758
Crown Castle Towers LLC⁴, 4.883%, 8/15/2020		224,000		228,202
NII Capital Corp., 8.875%, 12/15/2019		230,000		255,875
SBA Tower Trust⁴, 5.101%, 4/15/2017		200,000		215,122

				1,340,619

Total Telecommunication Services				2,316,632


The accompanying notes are an integral part of the financial statements.			26

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount/ Shares		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities - 1.02%
Electric Utilities - 0.98%
Allegheny Energy Supply Co. LLC⁴, 5.75%, 10/15/2019	$	365,000	$	382,829
Columbus Southern Power Co., Series C, 5.50%, 3/1/2013		1,800,000		1,976,989
Exelon Generation Co. LLC, 5.20%, 10/1/2019		5,000,000		5,519,215
Southwestern Electric Power Co., 6.45%, 1/15/2019		335,000		380,239

				8,259,272

Independent Power Producers & Energy Traders - 0.03%
Mirant Mid Atlantic Pass-Through Trust, Series B, 9.125%, 6/30/2017		107,343		115,394
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.⁴, 10.875%, 6/1/2016		75,000		83,250

				198,644

Multi-Utilities - 0.01%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		85,000		97,886

Total Utilities				8,555,802

Total Non-Convertible Corporate Bonds (Identified Cost $263,521,841)				279,612,924

TOTAL CORPORATE BONDS (Identified Cost $263,676,514)				279,780,249


MUTUAL FUNDS - 0.59%
iShares Dow Jones US Real Estate Index Fund		790		43,387
iShares iBoxx High Yield Corporate Bond Fund		24,030		2,180,482
iShares iBoxx Investment Grade Corporate Bond Fund		24,680		2,773,045

TOTAL MUTUAL FUNDS (Identified Cost $4,555,357)				4,996,914


U.S. TREASURY SECURITIES - 4.32%

U.S. Treasury Notes - 4.32%
U.S. Treasury Note, 0.375%, 9/30/2012	$	17,000,000		17,011,951
U.S. Treasury Note, 2.25%, 5/31/2014		1,300,000		1,371,500
U.S. Treasury Note, 2.375%, 9/30/2014		2,490,000		2,640,177
U.S. Treasury Note, 1.875%, 8/31/2017		7,822,000		7,831,778
U.S. Treasury Note, 3.50%, 2/15/2018		3,700,000		4,078,384
U.S. Treasury Note, 3.75%, 11/15/2018		3,000,000		3,345,936


TOTAL U.S. TREASURY SECURITIES (Identified Cost $35,391,096)				36,279,726


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

ASSET-BACKED SECURITIES - 0.06%

Hertz Vehicle Financing LLC, Series 2009-2A, Class A2⁴, 5.29%, 3/25/2016	$	170,000	$	188,278
Hertz Vehicle Financing LLC, Series 2010-1A, Class A2⁴, 3.74%, 2/25/2017		300,000		314,252

TOTAL ASSET-BACKED SECURITIES (Identified Cost $469,889)				502,530


COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.23%
Banc of America Commercial Mortgage, Inc., Series 2006-2, Class A4⁵, 5.740%, 5/10/2045		100,000		111,467
Banc of America Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046		100,000		107,975
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A4⁵, 5.723%, 9/11/2038		100,000		111,870
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.540%, 9/11/2041		100,000		109,298
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A3⁵, 5.728%, 3/15/2049		100,000		109,394
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1^4,7, 3.156%, 11/1/2015		155,000		159,650
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁵, 5.198%, 12/15/2044		100,000		110,228
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁵, 5.872%, 4/15/2045		100,000		110,951
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A4⁵, 5.881%, 6/15/2038		100,000		109,912
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A4⁵, 5.414%, 7/12/2046		100,000		106,803
Vornado DP LLC, Series 2010-VNO, Class A2FX⁴, 4.004%, 9/13/2028		155,000		156,877
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁵, 5.202%, 10/15/2044		100,000		110,451
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A4⁵, 5.737%, 5/15/2043		100,000		110,834
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁵, 6.011%, 6/15/2045		100,000		110,281
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2^4,7, 4.393%, 11/18/2043		265,000		272,935

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $1,849,990)				1,908,926


FOREIGN GOVERNMENT BONDS - 0.04%

Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019 (Identified Cost $493,011)		380,000		382,877


The accompanying notes are an integral part of the financial statements.			28

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

U.S. GOVERNMENT AGENCIES - 33.36%

Mortgage-Backed Securities - 9.33%
Fannie Mae, Pool #805347, 5.50%, 1/1/2020	$	9,695	$	10,594
Fannie Mae, Pool #816064, 4.50%, 4/1/2020		106,619		114,271
Fannie Mae, Pool #863151, 4.50%, 11/1/2020		56,780		60,607
Fannie Mae, Pool #851149, 5.00%, 4/1/2021		156,790		167,574
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		5,458,269		5,932,045
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		336,550		366,499
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		414,900		451,749
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		3,283,931		3,568,975
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		550,012		598,861
Fannie Mae, Pool #899023, 4.50%, 1/1/2022		56,206		59,713
Fannie Mae, Pool #899287, 5.00%, 2/1/2022		62,129		66,253
Fannie Mae, Pool #888815, 4.50%, 11/1/2022		494,919		525,798
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		5,758,841		6,258,706
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024		1,122,354		1,187,470
Fannie Mae, Pool #AA4537, 4.50%, 4/1/2024		127,608		135,012
Fannie Mae, Pool #AC0495, 4.50%, 9/1/2024		713,536		754,934
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024		1,046,656		1,107,380
Fannie Mae, Pool #AC5902, 4.50%, 10/1/2024		1,290,393		1,365,258
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		352,428		382,173
Fannie Mae, Pool #357319, 6.00%, 12/1/2032		101,800		113,119
Fannie Mae, Pool #790393, 6.50%, 9/1/2034		2,521		2,827
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		387,204		409,010
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		8,459,120		9,139,248
Fannie Mae, Pool #900130, 6.00%, 9/1/2036		226,168		246,366
Fannie Mae, Pool #886904, 6.50%, 9/1/2036		816,681		905,185
Fannie Mae, Pool #901895, 6.50%, 9/1/2036		56,698		62,843
Fannie Mae, Pool #899393, 6.00%, 4/1/2037		104,069		113,168
Fannie Mae, Pool #939487, 5.00%, 6/1/2037		48,306		51,387
Fannie Mae, Pool #945845, 6.00%, 8/1/2037		91,016		98,974
Fannie Mae, Pool #949709, 6.50%, 9/1/2037		1,168		1,290
Fannie Mae, Pool #946148, 6.00%, 10/1/2037		521,575		567,178
Fannie Mae, Pool #950248, 6.00%, 10/1/2037		118,661		129,036
Fannie Mae, Pool #960196, 5.00%, 11/1/2037		36,369		38,689
Fannie Mae, Pool #933521, 5.00%, 1/1/2038		518,164		551,110
Fannie Mae, Pool #929084, 5.00%, 2/1/2038		198,340		210,994
Fannie Mae, Pool #969756, 5.00%, 2/1/2038		395,299		420,433
Fannie Mae, Pool #972107, 5.00%, 2/1/2038		649,796		691,112
Fannie Mae, Pool #961950, 5.00%, 3/1/2038		7,287		7,905
Fannie Mae, Pool #973091, 5.00%, 3/1/2038		19,656		20,905
Fannie Mae, Pool #889260, 5.00%, 4/1/2038		370,270		393,891
Fannie Mae, Pool #912948, 5.00%, 5/1/2038		985,519		1,048,390
Fannie Mae, Pool #975840, 5.00%, 5/1/2038		727,723		773,994
Fannie Mae, Pool #976516, 5.00%, 5/1/2038		23,799		25,313


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Fannie Mae, Pool #984379, 6.00%, 5/1/2038	$	638,355	$	693,570
Fannie Mae, Pool #981636, 5.00%, 6/1/2038		20,661		21,975
Fannie Mae, Pool #981650, 5.00%, 6/1/2038		306,261		325,734
Fannie Mae, Pool #985554, 5.00%, 6/1/2038		61,261		65,156
Fannie Mae, Pool #982317, 6.00%, 6/1/2038		76,577		83,201
Fannie Mae, Pool #934329, 5.00%, 7/1/2038		322,458		342,960
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		12,500,000		13,616,351
Fannie Mae, Pool #986458, 6.00%, 8/1/2038		306,900		333,445
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		1,025,168		1,113,841
Fannie Mae, Pool #988990, 6.00%, 9/1/2038		25,463		27,665
Fannie Mae, Pool #990503, 6.00%, 9/1/2038		85,181		92,549
Fannie Mae, Pool #990897, 6.00%, 9/1/2038		1,414,444		1,536,787
Fannie Mae, Pool #986889, 6.00%, 10/1/2038		604,309		656,579
Fannie Mae, Pool #983839, 5.00%, 11/1/2038		28,511		30,323
Fannie Mae, Pool #993920, 6.00%, 11/1/2038		527,997		573,666
Fannie Mae, Pool #257497, 6.00%, 12/1/2038		396,576		430,878
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038		267,945		291,121
Fannie Mae, Pool #971022, 5.00%, 1/1/2039		790,409		840,665
Fannie Mae, Pool #992293, 5.00%, 1/1/2039		265,367		282,239
Fannie Mae, Pool #994216, 5.00%, 1/1/2039		40,693		43,280
Fannie Mae, Pool #AA1717, 5.00%, 1/1/2039		465,362		494,951
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		723,920		769,876
Fannie Mae, Pool #988811, 6.00%, 1/1/2039		303,695		329,963
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		701,847		746,402
Fannie Mae, Pool #AA1686, 5.00%, 3/1/2039		212,903		226,419
Fannie Mae, Pool #AA4461, 5.00%, 3/1/2039		42,568		45,270
Fannie Mae, Pool #AA3636, 6.00%, 3/1/2039		325,306		353,342
Fannie Mae, Pool #AA5087, 5.00%, 4/1/2039		68,930		73,305
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039		924,323		1,003,984
Fannie Mae, Pool #AC2881, 6.00%, 8/1/2039		223,673		243,020
Fannie Mae, Pool #AC1901, 5.00%, 9/1/2039		212,330		225,809
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039		499,302		530,999
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		1,168,330		1,242,499
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039		398,416		423,708
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040		869,393		924,584
Fannie Mae, Pool #AC8791, 5.00%, 1/1/2040		36,434		38,747
Freddie Mac, Pool #B16835, 5.50%, 10/1/2019		7,839		8,518
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		1,772,312		1,925,870
Freddie Mac, Pool #G11912, 5.50%, 3/1/2021		198,415		217,838
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		565,097		616,169
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		380,912		415,337
Freddie Mac, Pool #J06512, 5.00%, 12/1/2022		92,171		98,109
Freddie Mac, Pool #G12966, 5.50%, 1/1/2023		44,724		48,403


The accompanying notes are an integral part of the financial statements.			30

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount		Value (Note 2)

U.S. GOVERNMENT AGENCIES (continued)

Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023	$	315,167	$	343,060
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		552,461		602,391
Freddie Mac, Pool #G13136, 4.50%, 5/1/2023		78,473		83,013
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		293,860		318,035
Freddie Mac, Pool #G01736, 6.50%, 9/1/2034		6,406		7,210
GNMA, Pool #365225, 9.00%, 11/15/2024		1,930		2,287
GNMA, Pool #398655, 6.50%, 5/15/2026		863		971
GNMA, Pool #452826, 9.00%, 1/15/2028		2,032		2,431
GNMA, Pool #460820, 6.00%, 6/15/2028		9,711		10,772
GNMA, Pool #458983, 6.00%, 1/15/2029		25,196		27,951
GNMA, Pool #530481, 8.00%, 8/15/2030		16,414		19,732
GNMA, Pool #577796, 6.00%, 1/15/2032		17,838		19,788
GNMA, Pool #003808, 6.00%, 1/20/2036		290,668		319,686
GNMA, Pool #651235, 6.50%, 2/15/2036		224,124		250,974
GNMA, Pool #003830, 5.50%, 3/20/2036		689,844		748,855
GNMA, Pool #671304, 5.50%, 6/15/2037		108,934		118,295
GNMA, Pool #671531, 5.50%, 9/15/2037		68,334		74,206
GNMA, Pool #671161, 5.50%, 11/15/2037		285,968		310,541
GNMA, Pool #672715, 5.50%, 5/15/2038		218,285		236,974
GNMA, Pool #782639, 5.50%, 12/15/2038		629,196		683,084
GNMA, Pool #707098, 5.50%, 1/15/2039		788,623		856,144
GNMA, Pool #703481, 5.50%, 2/15/2039		1,716,331		1,863,283

Total Mortgage-Backed Securities (Identified Cost $76,902,005)				78,441,029

Other Agencies - 24.03%
Fannie Mae, 0.50%, 10/30/2012		8,000,000		8,010,952
Fannie Mae, 3.875%, 7/12/2013		11,000,000		11,978,934
Fannie Mae, 2.375%, 7/28/2015		15,500,000		16,239,753
Fannie Mae, 5.25%, 9/15/2016		9,500,000		11,347,256
Fannie Mae, 6.25%, 5/15/2029		2,429,000		3,137,654
Fannie Mae, 7.25%, 5/15/2030		2,910,000		4,147,157
Fannie Mae, 6.625%, 11/15/2030		2,339,000		3,129,117
Federal Farm Credit Bank, 5.125%, 8/25/2016		3,640,000		4,356,319
Federal Home Loan Bank, 4.625%, 10/10/2012		1,600,000		1,732,438
Federal Home Loan Bank, 4.50%, 11/15/2012		10,000		10,827
Federal Home Loan Bank, 3.375%, 2/27/2013		10,000		10,667
Federal Home Loan Bank, 3.625%, 10/18/2013		5,500,000		5,997,321
Federal Home Loan Bank, 5.25%, 6/18/2014		4,950,000		5,748,252
Federal Home Loan Bank, 5.00%, 11/17/2017		7,985,000		9,536,709
Freddie Mac, 0.375%, 11/30/2012		15,000,000		14,978,850
Freddie Mac, 0.875%, 10/28/2013		32,000,000		32,213,184
Freddie Mac, 3.00%, 7/28/2014		3,400,000		3,661,674


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Conservative Term Series	Principal Amount/ Shares		Value (Note 2)

U.S. GOVERNMENT AGENCIES (continued)

Other Agencies (continued)
Freddie Mac, 2.875%, 2/9/2015	$	12,110,000	$	12,984,390
Freddie Mac, 1.75%, 9/10/2015		7,445,000		7,572,779
Freddie Mac, 5.50%, 7/18/2016		2,600,000		3,145,165
Freddie Mac, 5.125%, 10/18/2016		10,495,000		12,465,898
Freddie Mac, 5.50%, 8/23/2017		7,640,000		9,300,653
Freddie Mac, 5.125%, 11/17/2017		2,255,000		2,699,400
Freddie Mac, 3.75%, 3/27/2019		10,825,000		11,839,703
Freddie Mac, 6.75%, 3/15/2031		1,693,000		2,308,475
Freddie Mac, 6.25%, 7/15/2032		2,625,000		3,426,397

Total Other Agencies (Identified Cost $194,290,830)				201,979,924

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $271,192,835)				280,420,953


SHORT-TERM INVESTMENTS - 4.16%

Dreyfus Cash Management, Inc. - Institutional Shares⁸, 0.16%,		27,131,892		27,131,892
Freddie Mac Discount Notes⁹, 0.175%, 11/29/2010	$	7,822,000		7,821,270

TOTAL SHORT-TERM INVESTMENTS (Identified Cost $34,952,827)				34,953,162


TOTAL INVESTMENTS - 98.62% (Identified Cost $785,213,662)				829,034,828
OTHER ASSETS, LESS LIABILITIES - 1.38%				11,560,112

NET ASSETS - 100%			$	840,594,940

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT OCTOBER 31, 2010¹⁰:


Settlement Date	Contracts to Deliver		In Exchange For		Contracts At Value		Unrealized Depreciation
Settlement Date	Contracts to Deliver		In Exchange For		Contracts At Value		Unrealized Depreciation
11/30/2010	EUR	400,000	$	552,220	$	556,513	$	(4,293	)

ADR - American Depository Receipt

EUR - Euro currency

NVDR - Non-Voting Depository Receipt


The accompanying notes are an integral part of the financial statements.			32

Investment Portfolio - October 31, 2010

Pro-Blend^® Conservative Term Series

*	Non-income producing security

**	Less than 0.01%

¹	International Fair Value factor from pricing service was applied.

²	The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

³	Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁴

Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid. These securities amount to $10,779,100, or 1.28%, of the Series’ net assets as of October 31, 2010.

⁵	The coupon rate is floating and is the stated rate as of October 31, 2010.

₆	Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁷	Security has been valued at fair value.

⁸	Rate shown is the current yield as of October 31, 2010.

⁹	Rate shown reflects the annualized yield at time of purchase.

¹⁰	The counterparty for all forward foreign currency exchange contracts is The Bank of New York Mellon Corp.


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

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

October 31, 2010


ASSETS:
Investments, at value (identified cost $785,213,662) (Note 2)	$	829,034,828
Cash		143,297
Receivable for securities sold		40,238,774
Interest receivable		5,864,989
Receivable for fund shares sold		3,079,768
Dividends receivable		96,417
Foreign tax reclaims receivable		60,156


TOTAL ASSETS		878,518,229


LIABILITIES:

Accrued management fees (Note 3)		456,771
Accrued shareholder services fees (Class S) (Note 3)		111,448
Accrued fund accounting and administration fees (Note 3)		41,182
Accrued transfer agent fees (Note 3)		25,597
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		14,097
Accrued directors’ fees (Note 3)		631
Accrued Chief Compliance Officer service fees (Note 3)		247
Payable for securities purchased		36,904,835
Payable for fund shares repurchased		259,866
Unrealized depreciation on foreign forward currency contracts (Note 2)		4,293
Other payables and accrued expenses		104,322


TOTAL LIABILITIES		37,923,289


TOTAL NET ASSETS	$	840,594,940


NET ASSETS CONSIST OF:

Capital stock	$	654,148
Additional paid-in-capital		765,450,498
Undistributed net investment income		8,279,669
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		22,387,752
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		43,822,873


TOTAL NET ASSETS	$	840,594,940


The accompanying notes are an integral part of the financial statements.			34

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

October 31, 2010


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($683,681,219/51,140,666 shares)	$	13.37


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($139,398,683/12,642,470 shares)	$	11.03


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($17,513,897/1,631,559 shares)	$	10.73


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($1,141/106 shares)	$	10.76


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

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

For the Year Ended October 31, 2010


INVESTMENT INCOME:

Interest	$	16,659,543
Dividends (net of foreign taxes withheld, $61,128)		2,377,378


Total Investment Income		19,036,921


EXPENSES:

Management fees (Note 3)		3,597,994
Shareholder services fees (Class S) (Note 3)		959,609
Fund accounting and administration fees (Note 3)		161,096
Transfer agent fees (Note 3)		79,235
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		63,027
Directors’ fees (Note 3)		15,652
Chief Compliance Officer service fees (Note 3)		2,724
Custodian fees		64,001
Miscellaneous		259,510


Total Expenses		5,202,848
Less reduction of expenses (Note 3)		(758	)


Net Expenses		5,202,090


NET INVESTMENT INCOME		13,834,831


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

Net realized gain (loss) on-
Investments		24,668,346
Foreign currency and translation of other assets and liabilities		(15,245	)
Forward foreign currency exchange contracts		(4,851	)


		24,648,250


Net change in unrealized appreciation (depreciation) on-
Investments		29,245,463
Foreign currency and translation of other assets and liabilities		4,136
Forward foreign currency exchange contracts		(4,293	)


		29,245,306


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		53,893,556


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	67,728,387


The accompanying notes are an integral part of the financial statements.			36

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


	For the Year Ended 10/31/10			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	13,834,831		$	4,685,975
Net realized gain on investments and foreign currency		24,648,250			244,460
Net change in unrealized appreciation on investments and foreign currency		29,245,306			22,248,877


Net increase from operations		67,728,387			27,179,312


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(6,599,872	)		(2,955,314	)
From net investment income (Class C)		(60,752	)		—
From net investment income (Class I)		(2,249,942	)		(235,623	)


Total distributions to shareholders		(8,910,566	)		(3,190,937	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		357,696,696			260,840,800


Net increase in net assets		416,514,517			284,829,175

NET ASSETS:

Beginning of year		424,080,423			139,251,248


End of year (including undistributed net investment income of $8,279,669 and $3,372,561, respectively)	$	840,594,940		$	424,080,423


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

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


	For the Years Ended
	10/31/10			10/31/09			10/31/08			10/31/07			10/31/06
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.21		$	11.13		$	12.74		$	12.35		$	11.90

Income (loss) from investment operations:
Net investment income		0.29	¹		0.23	¹		0.24			0.30			0.28
Net realized and unrealized gain (loss) on investments		1.07			1.07			(1.15	)		0.65			0.69

Total from investment operations		1.36			1.30			(0.91	)		0.95			0.97

Less distributions to shareholders:
From net investment income		(0.20	)		(0.22	)		(0.27	)		(0.31	)		(0.20	)
From net realized gain on investments		—			—			(0.43	)		(0.25	)		(0.32	)

Total distributions to shareholders		(0.20	)		(0.22	)		(0.70	)		(0.56	)		(0.52	)

Net asset value - End of year	$	13.37		$	12.21		$	11.13		$	12.74		$	12.35

Net assets - End of year (000’s omitted)	$	683,681		$	328,201		$	139,174		$	110,567		$	71,790

Total return²		11.26	%		11.83	%		(7.52	%)		7.95	%		8.49	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.90	%		0.90	%		0.92	%		0.99	%		1.00	%
Net investment income		2.28	%		1.97	%		2.33	%		2.73	%		2.65	%
Series portfolio turnover		42	%		47	%		45	%		49	%		48	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some years and in some years 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 been increased by the following amount:
		0.00	%³		0.03	%		0.05	%		N/A			0.07	%

¹	Calculated based on average shares outstanding during the year.

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

³	Less than 0.01%.


The accompanying notes are an integral part of the financial statements.			38

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


	For the Years Ended						For the Period 3/28/08¹to 10/31/08
	10/31/10			10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.11		$	9.27		$	10.00

Income (loss) from investment operations:
Net investment income		0.26	²		0.21	²		0.06
Net realized and unrealized gain (loss) on investments		0.88			0.87			(0.74	)

Total from investment operations		1.14			1.08			(0.68	)

Less distributions to shareholders:
From net investment income		(0.22	)		(0.24	)		(0.05	)

Net asset value - End of period	$	11.03		$	10.11		$	9.27

Net assets - End of period (000’s omitted)	$	139,399		$	95,879		$	77

Total return³		11.49	%		11.94	%		(6.81	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%		0.70	%		0.70	%⁴
Net investment income		2.48	%		2.17	%		1.81	%⁴
Series portfolio turnover		42	%		47	%		45	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting andtransfer agent fees and other fees in some periods and in some periods paid a portion of the Series’ expenses. Ifthese expenses had been incurred by the Class, the expense ratio (to average net assets) would have beenincreased by the following amount:
		0.00	%⁵		0.03	%		0.15	%⁴

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the year.

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

⁴	Annualized.

⁵	Less than 0.01%.


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

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


	For the Period 1/4/10¹to 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.00

Income from investment operations:
Net investment income		0.12	²
Net realized and unrealized gain on investments		0.68

Total from investment operations		0.80

Less distributions to shareholders:
From net investment income		(0.07	)

Net asset value - End of period	$	10.73

Net assets - End of period (000’s omitted)	$	17,514

Total return³		8.03	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.70	%⁴
Net investment income		1.43	%⁴
Series portfolio turnover		42	%

* The investment advisor did not impose all or a portion of its other fees during the period and 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 been increased by the following amount:
		0.00	%^4,5

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.

⁵	Less than 0.01%.


The accompanying notes are an integral part of the financial statements.			40

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


	For the Period 6/30/10¹to 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.00

Income from investment operations:
Net investment income		0.05	²
Net realized and unrealized gain on investments		0.71

Total from investment operations		0.76

Net asset value - End of period	$	10.76

Net assets - End of period (000’s omitted)	$	1

Total return³		7.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.20	%⁴
Net investment income		1.51	%⁴
Series portfolio turnover		42	%

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.


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

Performance Update - Pro-Blend^® Moderate Term Series (unaudited)

Average Annual Total Returns
As of October 31, 2010

One
Year

Five
Year

Ten
Year

Since
Inception¹

Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S²

12.81

5.32

5.76

7.15

Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class I^2,3

13.13

5.60

6.09

7.50

Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class C^2,3

12.03

4.55

5.04

6.43

Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class R^2,3

12.29

5.02

5.53

6.95

Barclays Capital U.S. Aggregate Bond Index^4,6

8.01

6.45

6.38

6.26

10%/30%/60% Blended Index^4,5,6

12.05

5.53

4.92

7.06

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S for the ten years ended October 31, 2010 to the Barclays Capital U.S. Aggregate Bond Index and a 10%/30%/60% Blended Index.

LOGO

¹	Performance numbers for the Series are calculated from September 15, 1993, the Class S inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Indices are calculated from September 30, 1993.

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 1.09% for Class S, 0.84% for Class I, 1.84% for Class C and 1.34% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.09% for Class S, 0.84% for Class I, 1.84% for class C and 1.34% for Class R for the year ended October 31, 2010.

For periods prior to the inception of Class I on March 28, 2008, Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Moderate Term Series - Class S adjusted for expense differences.

⁴

₅

The 10%/30%/60% Blended Index is 10% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 30% Russell 3000^® Index, and 60% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series (see Note 1 above) through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁶	Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices’ portfolios.


			42

Shareholder Expense Example - Pro-Blend^® Moderate Term Series (unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 5/1/10*		Ending Account Value 10/31/10		Expenses Paid During Period 5/1/10-10/30/10**		Annualized Expense ratio
Class S
Actual	$	1,000.00	$	1,042.00	$	5.71		1.11	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.61	$	5.65		1.11	%
Class I
Actual	$	1,000.00	$	1,043.80	$	4.43		0.86	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.87	$	4.38		0.86	%
Class C
Actual	$	1,000.00	$	1,037.80	$	9.50		1.85	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,015.88	$	9.40		1.85	%
Class R
Actual	$	1,000.00	$	1,099.00	$	4.74		1.34	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,012.33	$	4.54		1.34	%

*	Class R inception date was June 30, 2010.


43

Shareholder Expense Example - Pro-Blend^® Moderate Term Series (unaudited)


			44

Portfolio Composition - Pro-Blend^® Moderate Term Series (unaudited)

As of October 31, 2010

LOGO


Sector Allocation³
Financials	17.39	%
Information Technology	11.79	%
Industrials	8.22	%
Consumer Discretionary	7.15	%
Health Care	6.36	%
Energy	6.16	%
Consumer Staples	6.07	%
Materials	4.60	%
Telecommunication Services	0.68	%
Utilities	0.46	%

³ Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.


Top Ten Stock Holdings⁴
Google, Inc. - Class A	1.78	%
Monsanto Co.	1.65	%
Hess Corp.	1.23	%
Cisco Systems, Inc.	1.19	%
Becton, Dickinson and Co.	1.07	%
QUALCOMM, Inc.	0.88	%
Schlumberger Ltd.	0.87	%
Virgin Media, Inc. (United Kingdom)	0.83	%
Baker Hughes, Inc.	0.82	%
The Charles Schwab Corp.	0.81	%

⁴	As a percentage of total investments.


45

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS - 41.94%

Consumer Discretionary - 4.63%
Auto Components - 0.03%
Hankook Tire Co. Ltd. (South Korea)¹		13,160	$	342,777

Automobiles - 0.08%
Bayerische Motoren Werke AG (BMW) (Germany)¹		5,960		427,168
Suzuki Motor Corp. (Japan)¹		3,900		95,186
Yamaha Motor Co. Ltd. (Japan)*^,1		16,000		245,498

				767,852

Distributors - 0.03%
Inchcape plc (United Kingdom)*^,1		53,446		298,671

Hotels, Restaurants & Leisure - 0.09%
Accor S.A. (France)¹		2,410		98,901
Choice Hotels International, Inc.		8,860		336,946
Club Mediterranee S.A. (France)*^,1		2,590		50,704
Hyatt Hotels Corp. - Class A*		3,710		149,513
Wendy’s - Arby’s Group, Inc. - Class A		57,080		262,568

				898,632

Household Durables - 0.16%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		55,360		175,746
Harman International Industries, Inc.*		6,880		230,824
Lennar Corp. - Class A		10,170		147,567
LG Electronics, Inc. (South Korea)¹		2,400		211,337
NVR, Inc.*		310		194,497
Rodobens Negocios Imobiliarios S.A. (Brazil)		45,470		470,665
Tupperware Brands Corp.		3,000		134,430

				1,565,066

Leisure Equipment & Products - 0.01%
Sankyo Co. Ltd. (Japan)¹		1,800		95,902

Media - 3.11%
Gestevision Telecinco S.A. (Spain)¹		39,070		498,565
Grupo Televisa S.A. - ADR (Mexico)		15,190		341,015
Imax Corp. (Canada)*		14,670		317,605
Liberty Global, Inc. - Class A*		118,030		4,460,354
Mediacom Communications Corp. - Class A*		19,200		132,480
Mediaset S.p.A. (Italy)¹		12,340		91,109
Reed Elsevier plc (United Kingdom)¹		24,510		210,281
Reed Elsevier plc - ADR (United Kingdom)		4,434		152,130
Societe Television Francaise 1 (France)¹		33,820		554,314
Time Warner, Inc.		222,470		7,232,500
Virgin Media, Inc. (United Kingdom)		317,660		8,078,094
The Walt Disney Co.		208,920		7,544,101


The accompanying notes are an integral part of the financial statements.			46

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Media (continued)
Wolters Kluwer N.V. (Netherlands)¹		8,395	$	191,363

				29,803,911

Multiline Retail - 0.07%
Marks & Spencer Group plc (United Kingdom)¹		42,270		289,692
Nordstrom, Inc.		3,110		119,766
PPR (France)¹		1,625		267,270

				676,728

Specialty Retail - 1.01%
Chico’s FAS, Inc.		12,480		121,306
Dick’s Sporting Goods, Inc.*		11,070		319,037
The Finish Line, Inc. - Class A		9,450		144,585
The Home Depot, Inc.		170,170		5,254,849
KOMERI Co. Ltd. (Japan)¹		4,800		99,705
Lumber Liquidators Holdings, Inc.*		7,410		178,433
The Sherwin-Williams Co.		48,470		3,536,856

				9,654,771

Textiles, Apparel & Luxury Goods - 0.04%
Adidas AG (Germany)¹		3,530		229,917
Skechers U.S.A., Inc. - Class A*		6,880		133,747

				363,664

Total Consumer Discretionary				44,467,974

Consumer Staples - 5.35%
Beverages - 0.90%
The Coca-Cola Co.		127,750		7,833,630
Diageo plc (United Kingdom)¹		11,520		212,517
Heineken N.V. (Netherlands)¹		8,110		411,707
Kirin Holdings Co. Ltd. (Japan)¹		15,200		208,296

				8,666,150

Food & Staples Retailing - 1.40%
BJ’s Wholesale Club, Inc.*		4,670		194,879
Carrefour S.A. (France)¹		23,260		1,259,380
Casino Guichard-Perrachon S.A. (France)¹		2,420		227,677
The Kroger Co.		243,300		5,352,600
Safeway, Inc.		235,450		5,391,805
SUPERVALU, Inc.		18,070		194,975
Tesco plc (United Kingdom)¹		118,645		811,966

				13,433,282


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food Products - 2.97%
Diamond Foods, Inc.		3,290	$	145,418
Flowers Foods, Inc.		12,090		308,053
General Mills, Inc.		80,110		3,007,330
Kellogg Co.		49,470		2,486,362
Kraft Foods, Inc. - Class A		228,000		7,357,560
Nestle S.A. (Switzerland)¹		131,880		7,223,660
Sanderson Farms, Inc.		3,510		147,350
Suedzucker AG (Germany)¹		6,710		158,429
Unilever plc - ADR (United Kingdom)		263,849		7,656,898

				28,491,060

Household Products - 0.03%
Reckitt Benckiser Group plc (United Kingdom)¹		5,530		308,954

Personal Products - 0.05%
Alberto-Culver Co.		6,290		234,554
Beiersdorf AG (Germany)¹		2,000		130,301
Kao Corp. (Japan)¹		3,300		83,876

				448,731

Total Consumer Staples				51,348,177

Energy - 4.18%
Energy Equipment & Services - 2.71%
Baker Hughes, Inc.		172,750		8,003,508
Calfrac Well Services Ltd. (Canada)		18,400		462,571
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*^,1		15,460		361,127
Dril-Quip, Inc.*		4,160		287,456
Schlumberger Ltd.		120,735		8,438,169
Trican Well Service Ltd. (Canada)		37,000		641,396
Weatherford International Ltd. (Switzerland)*		461,440		7,756,806

				25,951,033

Oil, Gas & Consumable Fuels - 1.47%
Cameco Corp. (Canada)		9,110		282,046
Forest Oil Corp.*		3,540		108,784
Hess Corp.		190,070		11,980,112
Mariner Energy, Inc.*		5,381		134,095
Paladin Energy Ltd. (Australia)*		72,020		292,345
Repsol YPF S.A. (Spain)¹		4,650		128,947
Royal Dutch Shell plc - Class B (Netherlands)¹		6,202		198,475
Royal Dutch Shell plc - Class B - ADR (Netherlands)		6,420		412,934
Talisman Energy, Inc. (Canada)		21,070		381,983


The accompanying notes are an integral part of the financial statements.			48

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Total S.A. (France)¹		3,960	$	215,560

				14,135,281

Total Energy				40,086,314

Financials - 4.69%
Capital Markets - 1.74%
The Bank of New York Mellon Corp.²		273,230		6,847,144
The Charles Schwab Corp.		509,880		7,852,152
Credit Suisse Group AG - ADR (Switzerland)		2,140		88,810
Daiwa Securities Group, Inc. (Japan)¹		7,000		28,541
Evercore Partners, Inc. - Class A		4,660		141,478
Financial Engines, Inc.*		8,050		118,576
GAM Holding AG (Switzerland)*^,1		27,690		437,472
The Goldman Sachs Group, Inc.		1,740		280,053
Greenhill & Co., Inc.		1,580		122,719
Lazard Ltd. - Class A (Bermuda)		3,570		131,733
Northern Trust Corp.		4,850		240,705
State Street Corp.		9,640		402,566

				16,691,949

Commercial Banks - 0.34%
Banco Santander S.A. (Spain)¹		13,010		166,991
Banco Santander S.A. - ADR (Spain)		31,100		398,391
Barclays plc - ADR (United Kingdom)		4,940		87,191
BNP Paribas (France)¹		2,040		149,218
The Chugoku Bank Ltd. (Japan)¹		9,800		113,673
Credit Agricole S.A. (France)¹		4,505		73,885
First Commonwealth Financial Corp.		90,920		529,154
First Financial Bancorp		14,290		240,644
The Hachijuni Bank Ltd. (Japan)¹		16,800		86,212
HSBC Holdings plc (United Kingdom)¹		18,560		193,167
HSBC Holdings plc - ADR (United Kingdom)		6,662		347,157
ICICI Bank Ltd. - ADR (India)		3,620		190,340
Mitsubishi UFJ Financial Group, Inc. (Japan)¹		11,200		51,979
Societe Generale - ADR (France)³		8,880		105,938
The Sumitomo Trust & Banking Co. Ltd. (Japan)¹		16,800		91,725
U.S. Bancorp		16,870		407,916

				3,233,581

Consumer Finance - 0.81%
American Express Co.		184,090		7,632,371
Discover Financial Services		6,770		119,491

				7,751,862


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Diversified Financial Services - 0.20%
Bank of America Corp.		5,910	$	67,610
Deutsche Boerse AG (Germany)¹		8,290		583,191
Financiere Marc de Lacharriere S.A. (Fimalac) (France)¹		3,453		148,603
ING Groep N.V. (Netherlands)*^,1		4,775		51,087
JPMorgan Chase & Co.		12,770		480,535
Moody’s Corp.		23,060		624,004

				1,955,030

Insurance - 0.48%
Allianz SE (Germany)¹		9,280		1,162,114
The Allstate Corp.		9,920		302,461
Amil Participacoes S.A. (Brazil)		34,230		348,279
AXA S.A. (France)¹		4,080		74,407
Brown & Brown, Inc.		17,580		391,858
Mapfre S.A. (Spain)¹		74,000		245,899
Muenchener Rueckversicherungs AG (MunichRe) (Germany)¹		2,955		461,869
The Progressive Corp.		23,010		486,892
Willis Group Holdings plc (United Kingdom)		18,215		579,237
Zurich Financial Services AG (Switzerland)¹		2,280		557,956

				4,610,972

Real Estate Investment Trusts (REITS) - 0.99%
Acadia Realty Trust		6,930		132,224
Alexandria Real Estate Equities, Inc.		3,940		289,511
Alstria Office REIT AG (Germany)¹		22,190		309,151
American Campus Communities, Inc.		12,300		389,049
Apartment Investment & Management Co. - Class A		14,110		328,904
Associated Estates Realty Corp.		5,940		82,507
AvalonBay Communities, Inc.		2,670		283,848
BioMed Realty Trust, Inc.		25,010		458,933
Boston Properties, Inc.		3,420		294,770
British Land Co. plc (United Kingdom)¹		11,460		93,564
Camden Property Trust		5,290		262,331
Cogdell Spencer, Inc.		33,000		216,810
Corporate Office Properties Trust		23,980		851,050
DiamondRock Hospitality Co.*		8,050		85,169
Digital Realty Trust, Inc.		4,570		272,966
Douglas Emmett, Inc.		6,240		111,946
DuPont Fabros Technology, Inc.		16,830		422,433
Equity Lifestyle Properties, Inc.		4,180		237,926
Equity One, Inc.		4,860		90,882
Equity Residential		5,180		251,903
HCP, Inc.		6,790		244,508


The accompanying notes are an integral part of the financial statements.			50

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Health Care REIT, Inc.		4,480	$	228,928
Healthcare Realty Trust, Inc.		10,240		247,194
Home Properties, Inc.		7,390		402,385
Host Hotels & Resorts, Inc.		19,394		308,171
LaSalle Hotel Properties		5,520		130,769
Lexington Realty Trust		12,000		93,360
Mack-Cali Realty Corp.		3,590		120,552
National Health Investors, Inc.		1,950		90,285
National Retail Properties, Inc.		9,890		268,019
Omega Healthcare Investors, Inc.		6,050		139,150
Pebblebrook Hotel Trust*		13,890		272,105
Public Storage		2,540		252,019
Realty Income Corp.		7,880		270,126
Simon Property Group, Inc.		3,238		310,913
Sovran Self Storage, Inc.		3,280		128,150
Tanger Factory Outlet Centers		5,340		255,893
UDR, Inc.		13,650		306,852

				9,535,256

Real Estate Management & Development - 0.02%
CB Richard Ellis Group, Inc. - Class A*		5,000		91,750
Renhe Commercial Holdings Co. Ltd. (China)¹		208,000		39,786
Thomas Properties Group, Inc.*		12,800		47,872

				179,408

Thrifts & Mortgage Finance - 0.11%
Aareal Bank AG (Germany)*^,1		8,370		204,346
First Niagara Financial Group, Inc.		42,410		502,558
Hudson City Bancorp, Inc.		9,000		104,850
People’s United Financial, Inc.		20,770		255,679

				1,067,433

Total Financials				45,025,491

Health Care - 4.87%
Biotechnology - 0.33%
Acorda Therapeutics, Inc.*		15,520		419,661
Amgen, Inc.*		12,980		742,326
Basilea Pharmaceutica AG (Switzerland)*^,1		6,700		470,007
Celera Corp.*		184,360		1,050,852
Cepheid, Inc.*		24,070		506,433

				3,189,279


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Equipment & Supplies - 3.10%
Abaxis, Inc.*		22,140	$	531,581
Alere, Inc.*		48,070		1,420,468
Becton, Dickinson and Co.		138,470		10,457,254
Boston Scientific Corp.*		1,201,820		7,667,612
Cochlear Ltd. (Australia)¹		16,370		1,140,353
Conceptus, Inc.*		36,200		514,402
Covidien plc (Ireland)		21,040		838,865
DENTSPLY International, Inc.		29,530		926,947
DexCom, Inc.*		51,120		702,900
Gen-Probe, Inc.*		23,450		1,135,683
Hologic, Inc.*		27,610		442,312
Insulet Corp.*		52,200		832,590
Mindray Medical International Ltd. - ADR (China)		2,770		80,275
Sirona Dental Systems, Inc.*		12,740		479,661
Straumann Holding AG (Switzerland)¹		5,170		1,082,341
Zoll Medical Corp.*		46,320		1,506,790

				29,760,034

Health Care Providers & Services - 0.47%
Bio-Reference Laboratories, Inc.*		24,930		537,491
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)¹		108,540		124,859
Cross Country Healthcare, Inc.*		75,450		550,785
Diagnosticos da America S.A. (Brazil)		106,630		1,295,012
Odontoprev S.A. (Brazil)		35,320		519,320
Sonic Healthcare Ltd. (Australia)¹		140,860		1,502,841

				4,530,308

Health Care Technology - 0.43%
Allscripts Healthcare Solutions, Inc.*		24,640		470,378
Cerner Corp.*		40,859		3,588,646

				4,059,024

Life Sciences Tools & Services - 0.25%
Caliper Life Sciences, Inc.*		214,397		964,786
Lonza Group AG (Switzerland)¹		7,850		687,210
Sequenom, Inc.*		111,770		709,740

				2,361,736

Pharmaceuticals - 0.29%
AstraZeneca plc - ADR (United Kingdom)		3,380		170,555
AstraZeneca plc (United Kingdom)¹		1,890		95,071
Bayer AG (Germany)¹		9,575		714,175
GlaxoSmithKline plc (United Kingdom)¹		12,270		239,604
Sanofi-Aventis S.A. (France)¹		1,960		137,321


The accompanying notes are an integral part of the financial statements.			52

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Santen Pharmaceutical Co. Ltd. (Japan)¹		3,900	$	134,391
Shire plc (Ireland)¹		14,185		332,883
Takeda Pharmaceutical Co. Ltd. (Japan)¹		2,400		112,503
UCB S.A. (Belgium)¹		21,810		846,054

				2,782,557

Total Health Care				46,682,938

Industrials - 3.97%
Aerospace & Defense - 0.76%
The Boeing Co.		101,490		7,169,254
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)		6,020		173,677

				7,342,931

Air Freight & Logistics - 1.63%
Atlas Air Worldwide Holdings, Inc.*		4,130		215,834
FedEx Corp.		82,980		7,279,006
TNT N.V. (Netherlands)¹		19,380		515,395
United Parcel Service, Inc. - Class B		112,725		7,590,901

				15,601,136

Airlines - 0.90%
Copa Holdings S.A. - Class A (Panama)		3,580		181,613
Deutsche Lufthansa AG (Germany)*^,1		14,475		309,440
Ryanair Holdings plc - ADR (Ireland)		13,340		435,284
Southwest Airlines Co.		559,795		7,702,779

				8,629,116

Commercial Services & Supplies - 0.11%
Tomra Systems ASA (Norway)¹		171,650		1,045,981

Construction & Engineering - 0.01%
MYR Group, Inc.*		7,040		109,754

Electrical Equipment - 0.16%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*		31,790		657,735
Alstom S.A. (France)¹		8,380		423,207
Nexans S.A. (France)¹		2,130		151,926
Schneider Electric S.A. (France)¹		1,880		267,114

				1,499,982

Industrial Conglomerates - 0.13%
Siemens AG (Germany)¹		10,645		1,214,759

Machinery - 0.13%
ArvinMeritor, Inc.*		8,510		141,096
Astec Industries, Inc.*		4,000		117,880


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Machinery (continued)
FANUC Ltd. (Japan)¹		1,400	$	202,677
Lindsay Corp.		3,200		184,480
SmartHeat, Inc. (China)*		6,120		39,719
Titan International, Inc.		15,440		234,225
Wabtec Corp.		4,960		232,326
Westport Innovations, Inc. (Canada)*		7,160		129,739

				1,282,142

Professional Services - 0.01%
Randstad Holding N.V. (Netherlands)*^,1		3,110		148,157

Road & Rail - 0.13%
All America Latina Logistica S.A. (Brazil)		70,150		663,419
Heartland Express, Inc.		15,600		232,596
RailAmerica, Inc.*		28,410		329,556

				1,225,571

Total Industrials				38,099,529

Information Technology - 11.07%
Communications Equipment - 2.84%
Alcatel-Lucent - ADR (France)*		247,680		859,450
Cisco Systems, Inc.*		508,334		11,605,265
Infinera Corp.*		84,570		692,628
Juniper Networks, Inc.*		148,702		4,816,458
QUALCOMM, Inc.		189,130		8,535,437
Riverbed Technology, Inc.*		13,370		769,310

				27,278,548

Computers & Peripherals - 0.88%
Apple, Inc.*		1,080		324,939
Compellent Technologies, Inc.*		27,810		702,759
EMC Corp.*		346,410		7,278,074
Immersion Corp.*		23,280		143,172

				8,448,944

Electronic Equipment, Instruments & Components - 0.40%
Amphenol Corp. - Class A		44,180		2,214,743
Cogent, Inc.*		74,720		786,054
Hitachi Ltd. (Japan)¹		52,000		235,022
Keyence Corp. (Japan)¹		521		129,079
LoJack Corp.*		86,205		421,543

				3,786,441

Internet Software & Services - 2.02%
comScore, Inc.*		14,250		335,018


The accompanying notes are an integral part of the financial statements.			54

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Internet Software & Services (continued)
Google, Inc. - Class A*		28,226	$	17,302,256
NetEase.com, Inc. - ADR (China)*		3,520		147,136
Tencent Holdings Ltd. (China)¹		8,100		186,198
VistaPrint N.V. (Netherlands)*		20,260		852,338
Vocus, Inc.*		24,970		553,085

				19,376,031

IT Services - 3.26%
Accenture plc - Class A (Ireland)		18,620		832,500
Amadeus IT Holding S.A. - Class A (Spain)*^,1		15,500		316,272
Amdocs Ltd. (Guernsey)*		46,110		1,414,655
Automatic Data Processing, Inc.		169,258		7,518,440
Cap Gemini S.A. (France)¹		12,050		615,134
Cielo S.A. (Brazil)		65,080		560,738
MasterCard, Inc. - Class A		32,680		7,845,161
Redecard S.A. (Brazil)		37,150		480,461
Visa, Inc. - Class A		51,050		3,990,579
The Western Union Co.		438,650		7,720,240

				31,294,180

Semiconductors & Semiconductor Equipment - 0.27%
Advantest Corp. (Japan)¹		33,100		628,686
Infineon Technologies AG (Germany)*^,1		60,000		472,031
Sumco Corp. (Japan)*^,1		40,400		624,733
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		20,106		219,356
Tokyo Electron Ltd. (Japan)¹		9,860		556,334
Yingli Green Energy Holding Co. Ltd. - ADR (China)*		7,260		84,652

				2,585,792

Software - 1.40%
Autodesk, Inc.*		199,510		7,218,272
Electronic Arts, Inc.*		275,770		4,370,954
Fortinet, Inc.*		19,330		579,900
Misys plc (United Kingdom)*^,1		34,170		153,850
SAP AG (Germany)¹		5,630		293,318
SolarWinds, Inc.*		34,000		617,100
Square Enix Holdings Co. Ltd. (Japan)¹		8,800		183,791

				13,417,185

Total Information Technology				106,187,121

Materials - 2.95%
Chemicals - 1.82%
Arkema S.A. (France)¹		20		1,292


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Materials (continued)
Chemicals (continued)
BASF SE (Germany)¹		4,120	$	299,573
Calgon Carbon Corp.*		17,755		266,503
Johnson Matthey plc (United Kingdom)¹		6,570		201,482
Monsanto Co.		270,620		16,080,240
The Scotts Miracle-Gro Co. - Class A		2,470		131,898
Shin-Etsu Chemical Co. Ltd. (Japan)¹		9,300		470,264

				17,451,252

Construction Materials - 0.78%
CRH plc (Ireland)¹		20,860		359,957
Eagle Materials, Inc		6,710		157,417
Martin Marietta Materials, Inc.		45,550		3,665,864
Vulcan Materials Co.		90,030		3,286,995

				7,470,233

Containers & Packaging - 0.35%
Owens-Illinois, Inc.*		119,610		3,352,668

Paper & Forest Products - 0.00%**
Norbord, Inc. (Canada)*		3,490		39,831

Total Materials				28,313,984

Telecommunication Services - 0.11%
Diversified Telecommunication Services - 0.06%
France Telecom S.A. (France)¹		11,410		273,763
Swisscom AG - ADR (Switzerland)³		7,815		325,339

				599,102

Wireless Telecommunication Services - 0.05%
SK Telecom Co. Ltd. - ADR (South Korea)		25,050		461,671

Total Telecommunication Services				1,060,773

Utilities - 0.12%
Electric Utilities - 0.05%
E.ON AG (Germany)¹		11,980		374,980
Prime Infrastructure Group (Australia)¹		20,380		99,532

				474,512

Independent Power Producers & Energy Traders - 0.02%
Mirant Corp.*		7,590		80,530
RRI Energy, Inc.*		23,170		87,119

				167,649

Multi-Utilities - 0.03%
GDF Suez (France)¹		3,795		151,638


The accompanying notes are an integral part of the financial statements.			56

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares/ Principal Amount		Value (Note 2)

COMMON STOCKS (continued)

Utilities (continued)
Multi-Utilities (continued)
National Grid plc (United Kingdom)¹		20,900	$	197,641

				349,279

Water Utilities - 0.02%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		13,330		204,383

Total Utilities				1,195,823

TOTAL COMMON STOCKS (Identified Cost $370,631,798)				402,468,124


PREFERRED STOCKS - 0.30%

Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany)¹		3,390		199,959

Financials - 0.28%
Commercial Banks - 0.11%
PNC Financial Services Group, Inc., Series K		350,000		367,073
Wells Fargo & Co., Series K		610,000		640,500

				1,007,573

Diversified Financial Services - 0.17%
Bank of America Corp., Series K		650,000		655,960
JPMorgan Chase & Co., Series 1		910,000		970,069

				1,626,029

Total Financials				2,633,602

TOTAL PREFERRED STOCKS (Identified Cost $2,579,072)				2,833,561


WARRANTS - 0.00%**

Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011* (Identified Cost $5,086)		10,455		366


CORPORATE BONDS - 27.72%

Convertible Corporate Bonds - 0.08%
Health Care - 0.05%
Biotechnology - 0.04%
Amgen, Inc., 0.375%, 2/1/2013	$	400,000		401,000


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Equipment & Supplies - 0.01%
Medtronic, Inc., 1.625%, 4/15/2013	$	90,000	$	90,562

Total Health Care				491,562

Information Technology - 0.03%
Computers & Peripherals - 0.03%
EMC Corp., 1.75%, 12/1/2013		215,000		306,644

Total Convertible Corporate Bonds (Identified Cost $746,527)				798,206

Non-Convertible Corporate Bonds - 27.64%
Consumer Discretionary - 2.63%
Hotels, Restaurants & Leisure - 0.55%
Cedar Fair LP - Canada’s Wonderland Co. - Magnum Management Corp.⁴, 9.125%, 8/1/2018		245,000		263,375
International Game Technology, 7.50%, 6/15/2019		1,715,000		2,015,993
McDonald’s Corp., 5.80%, 10/15/2017		325,000		388,320
McDonald’s Corp., 6.30%, 10/15/2037		445,000		531,605
Scientific Games International, Inc.⁴, 7.875%, 6/15/2016		250,000		257,500
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016		590,000		646,050
Wyndham Worldwide Corp., 9.875%, 5/1/2014		230,000		271,813
Wyndham Worldwide Corp., 6.00%, 12/1/2016		805,000		859,643

				5,234,299


Household Durables - 0.14%
Fortune Brands, Inc., 5.375%, 1/15/2016		1,295,000		1,385,242

Media - 1.40%
Cablevision Systems Corp., 8.625%, 9/15/2017		1,040,000		1,173,900
Columbus International, Inc. (Barbados)⁴, 11.50%, 11/20/2014		210,000		235,463
Comcast Corp., 6.50%, 11/15/2035		1,310,000		1,434,506
Comcast Corp., 6.95%, 8/15/2037		950,000		1,105,145
DIRECTV Holdings LLC, 5.20%, 3/15/2020		1,360,000		1,477,084
Discovery Communications LLC, 5.05%, 6/1/2020		1,380,000		1,519,697
Interactive Data Corp.⁴, 10.25%, 8/1/2018		360,000		393,750
MDC Partners, Inc. (Canada)⁴, 11.00%, 11/1/2016		95,000		105,450
Sirius XM Radio, Inc.⁴, 9.75%, 9/1/2015		555,000		622,294
Time Warner, Inc., 7.625%, 4/15/2031		1,185,000		1,442,480
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)⁴, 8.125%, 12/1/2017		260,000		272,350
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)⁴, 8.125%, 12/1/2017		140,000		203,622
UPC Holding B.V. (Netherlands)⁴, 9.875%, 4/15/2018		720,000		786,600
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019		115,000		128,225


The accompanying notes are an integral part of the financial statements.			58

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
Virgin Media Finance plc, Series 1 (United Kingdom), 9.50%, 8/15/2016	$	350,000	$	397,688
The Walt Disney Co., Series B, 7.00%, 3/1/2032		615,000		777,331
WMG Acquisition Corp., 9.50%, 6/15/2016		980,000		1,055,950
XM Satellite Radio, Inc.⁴, 7.625%, 11/1/2018		300,000		308,250

				13,439,785

Multiline Retail - 0.10%
Target Corp., 6.00%, 1/15/2018		790,000		953,813

Specialty Retail - 0.36%
The Home Depot, Inc., 5.40%, 3/1/2016		1,245,000		1,428,107
Lowe’s Companies, Inc., 6.10%, 9/15/2017		620,000		750,667
Rent-A-Center, Inc.⁴, 6.625%, 11/15/2020		630,000		636,300
Toys R Us Property Co. LLC⁴, 8.50%, 12/1/2017		595,000		644,087

				3,459,161

Textiles, Apparel & Luxury Goods - 0.08%
VF Corp., 5.95%, 11/1/2017		640,000		747,071

Total Consumer Discretionary				25,219,371

Consumer Staples - 0.79%
Beverages - 0.40%
CEDC Finance Corp. International, Inc.⁴, 9.125%, 12/1/2016		605,000		653,400
The Coca-Cola Co., 5.35%, 11/15/2017		330,000		387,473
Constellation Brands, Inc., 8.375%, 12/15/2014		610,000		687,012
Constellation Brands, Inc., 7.25%, 9/1/2016		500,000		550,000
PepsiCo, Inc., 5.00%, 6/1/2018		315,000		358,654
PepsiCo, Inc., 7.90%, 11/1/2018		870,000		1,166,502

				3,803,041

Food & Staples Retailing - 0.06%
Ingles Markets, Inc., 8.875%, 5/15/2017		215,000		237,575
The Kroger Co., 6.75%, 4/15/2012		315,000		340,257

				577,832

Food Products - 0.22%
General Mills, Inc., 5.65%, 2/15/2019		860,000		1,004,029
Kraft Foods, Inc., 6.125%, 2/1/2018		950,000		1,119,118

				2,123,147

Personal Products - 0.11%
Revlon Consumer Products Corp., 9.75%, 11/15/2015		1,035,000		1,078,988

Total Consumer Staples				7,583,008


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy - 2.08%
Energy Equipment & Services - 0.94%
Baker Hughes, Inc., 7.50%, 11/15/2018	$	740,000	$	957,137
Cie Generale de Geophysique - Veritas (France), 7.75%, 5/15/2017		665,000		696,588
Complete Production Services, Inc., 8.00%, 12/15/2016		430,000		452,575
Hornbeck Offshore Services, Inc., Series B, 6.125%, 12/1/2014		490,000		490,000
Key Energy Services, Inc., 8.375%, 12/1/2014		410,000		439,212
Thermon Industries, Inc.⁴, 9.50%, 5/1/2017		465,000		491,737
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019		4,175,000		5,513,543

				9,040,792

Oil, Gas & Consumable Fuels - 1.14%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		1,695,000		1,853,737
Anadarko Petroleum Corp., 8.70%, 3/15/2019		425,000		526,142
Apache Corp., 6.90%, 9/15/2018		625,000		785,758
Aquilex Holdings LLC - Aquilex Finance Corp., 11.125%, 12/15/2016		190,000		180,975
Arch Coal, Inc., 8.75%, 8/1/2016		125,000		140,312
Arch Western Finance LLC, 6.75%, 7/1/2013		303,000		306,030
Chaparral Energy, Inc., 8.875%, 2/1/2017		560,000		560,000
Chesapeake Energy Corp., 9.50%, 2/15/2015		475,000		551,000
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 9.00%, 4/1/2015		230,000		246,675
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 10.875%, 4/1/2017		215,000		228,975
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018		830,000		896,400
Hess Corp., 5.60%, 2/15/2041		345,000		352,079
Linn Energy LLC - Linn Energy Finance Corp.⁴, 7.75%, 2/1/2021		560,000		578,200
MarkWest Energy Partners LP - MarkWest Energy Finance Corp., 6.75%, 11/1/2020		605,000		618,612
Martin Midstream Partners LP - Martin Midstream Finance Corp.⁴, 8.875%, 4/1/2018		460,000		478,400
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC⁴, 8.875%, 3/15/2018		320,000		349,600
Plains Exploration & Production Co., 8.625%, 10/15/2019		850,000		943,500
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016		465,000		492,900
Tesoro Corp., 9.75%, 6/1/2019		655,000		727,050
Whiting Petroleum Corp., 7.00%, 2/1/2014		85,000		90,419

				10,906,764

Total Energy				19,947,556

Financials - 12.69%
Capital Markets - 2.91%
The Charles Schwab Corp., 4.45%, 7/22/2020		4,740,000		4,929,501
Goldman Sachs Capital I, 6.345%, 2/15/2034		795,000		760,055


The accompanying notes are an integral part of the financial statements.			60

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Goldman Sachs Capital II⁵, 5.793%, 12/29/2049	$	1,215,000	$	1,043,381
The Goldman Sachs Group, Inc.⁶, 3.25%, 6/15/2012		8,228,000		8,607,113
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		890,000		996,578
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		4,285,000		4,533,847
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018		1,250,000		1,402,943
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		515,000		490,269
Morgan Stanley, 5.55%, 4/27/2017		687,000		731,278
Morgan Stanley, 5.50%, 1/26/2020		4,255,000		4,428,974

				27,923,939


Commercial Banks - 2.19%
Household Finance Co., 6.375%, 11/27/2012		1,250,000		1,366,099
HSBC Finance Corp., 7.00%, 5/15/2012		575,000		621,131
KeyBank National Association⁶, 3.20%, 6/15/2012		3,506,000		3,664,720
KeyBank National Association, 5.45%, 3/3/2016		1,340,000		1,460,000
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		1,900,000		2,222,742
National City Corp., 6.875%, 5/15/2019		820,000		955,352
PNC Bank National Association, 5.25%, 1/15/2017		545,000		591,536
PNC Funding Corp.⁶, 2.30%, 6/22/2012		3,600,000		3,708,389
U.S. Bank National Association, 6.375%, 8/1/2011		315,000		328,723
U.S. Bank National Association, 6.30%, 2/4/2014		285,000		326,930
USB Capital XIII Trust, 6.625%, 12/15/2039		535,000		544,346
Wachovia Corp., 5.25%, 8/1/2014		1,300,000		1,411,666
Wells Fargo & Co.⁶, 3.00%, 12/9/2011		3,458,000		3,560,426
Wilmington Trust Corp., 8.50%, 4/2/2018		280,000		286,426

				21,048,486


Consumer Finance - 0.93%
American Express Co., 8.125%, 5/20/2019		5,465,000		7,020,164
American Express Co.⁵, 6.80%, 9/1/2066		950,000		953,563
Credit Acceptance Corp.⁴, 9.125%, 2/1/2017		860,000		903,000

				8,876,727


Diversified Financial Services - 4.05%
Bank of America Corp.⁶, 3.125%, 6/15/2012		6,028,000		6,292,617
Bank of America Corp., 5.75%, 8/15/2016		980,000		1,042,717
Bank of America Corp., 7.625%, 6/1/2019		4,455,000		5,215,286
Citigroup Funding, Inc.⁶, 1.875%, 10/22/2012		11,088,000		11,389,172
Citigroup, Inc.⁶, 2.875%, 12/9/2011		3,506,000		3,603,467
Citigroup, Inc., 8.50%, 5/22/2019		4,520,000		5,675,660
JPMorgan Chase & Co., 6.30%, 4/23/2019		1,130,000		1,318,729


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
JPMorgan Chase & Co., 4.95%, 3/25/2020	$	4,040,000	$	4,284,626

				38,822,274


Insurance - 0.20%
American International Group, Inc., 4.25%, 5/15/2013		485,000		506,825
Fidelity National Financial, Inc., 6.60%, 5/15/2017		525,000		541,442
Hartford Financial Services Group, Inc.⁵, 8.125%, 6/15/2038		820,000		871,250

				1,919,517


Real Estate Investment Trusts (REITS) - 2.36%
AvalonBay Communities, Inc., 6.10%, 3/15/2020		1,265,000		1,480,182
Boston Properties LP, 5.875%, 10/15/2019		1,285,000		1,449,674
Camden Property Trust, 5.70%, 5/15/2017		705,000		779,613
Digital Realty Trust LP⁴, 5.875%, 2/1/2020		4,750,000		5,049,948
DuPont Fabros Technology LP, 8.50%, 12/15/2017		790,000		855,175
Felcor Lodging LP, 10.00%, 10/1/2014		650,000		731,250
HCP, Inc., 6.70%, 1/30/2018		3,675,000		4,077,607
Health Care REIT, Inc., 6.20%, 6/1/2016		3,640,000		4,161,721
Host Hotels & Resorts LP, 6.875%, 11/1/2014		325,000		335,359
Host Hotels & Resorts LP, 6.375%, 3/15/2015		150,000		153,750
Mack-Cali Realty LP, 7.75%, 8/15/2019		770,000		927,474
National Retail Properties, Inc., 6.875%, 10/15/2017		650,000		732,379
Omega Healthcare Investors, Inc.⁴, 7.50%, 2/15/2020		425,000		457,938
Simon Property Group LP, 10.35%, 4/1/2019		1,060,000		1,498,407

				22,690,477


Real Estate Management & Development - 0.05%
CB Richard Ellis Services, Inc.⁴, 6.625%, 10/15/2020		500,000		507,500

Total Financials				121,788,920

Health Care - 1.55%
Biotechnology - 0.50%
Amgen, Inc., 3.45%, 10/1/2020		4,750,000		4,765,670

Health Care Equipment & Supplies - 0.36%
Alere, Inc., 7.875%, 2/1/2016		560,000		586,600
Alere, Inc., 9.00%, 5/15/2016		745,000		795,288
Becton Dickinson and Co., 6.00%, 5/15/2039		880,000		1,017,416
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011		165,000		169,537
Fresenius US Finance II, Inc.⁴, 9.00%, 7/15/2015		740,000		863,950

				3,432,791


Health Care Providers & Services - 0.27%
BioScrip, Inc., 10.25%, 10/1/2015		425,000		449,438


The accompanying notes are an integral part of the financial statements.			62

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Providers & Services (continued)
HCA, Inc., 7.875%, 2/15/2020	$	765,000	$	847,237
Health Management Associates, Inc., 6.125%, 4/15/2016		690,000		710,700
LifePoint Hospitals, Inc.⁴, 6.625%, 10/1/2020		560,000		589,400

				2,596,775

Life Sciences Tools & Services - 0.05%
PharmaNet Development Group, Inc.⁴, 10.875%, 4/15/2017		455,000		473,200

Pharmaceuticals - 0.37%
Abbott Laboratories, 5.125%, 4/1/2019		980,000		1,122,792
Johnson & Johnson, 5.95%, 8/15/2037		440,000		524,778
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019		1,275,000		1,463,608
Wyeth, 6.50%, 2/1/2034		365,000		439,720

				3,550,898

Total Health Care				14,819,334

Industrials - 4.38%
Aerospace & Defense - 0.32%
BE Aerospace, Inc., 6.875%, 10/1/2020		560,000		595,000
The Boeing Co., 6.00%, 3/15/2019		1,000,000		1,199,186
GeoEye, Inc., 9.625%, 10/1/2015		170,000		189,337
Honeywell International, Inc., 5.30%, 3/1/2018		680,000		792,898
Kratos Defense & Security Solutions, Inc., 10.00%, 6/1/2017		280,000		310,800

				3,087,221

Air Freight & Logistics - 0.16%
FedEx Corp., 8.00%, 1/15/2019		570,000		734,473
United Parcel Service, Inc., 6.20%, 1/15/2038		660,000		788,114

				1,522,587


Airlines - 0.43%
Continental Airlines, Inc.⁴, 6.75%, 9/15/2015		560,000		583,100
Delta Air Lines Pass-Through Trust, Series 2001-1, Class A-2, 7.111%, 9/18/2011		340,000		356,150
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022		325,023		351,025
Delta Air Lines, Inc.⁴, 9.50%, 9/15/2014		435,000		478,500
Southwest Airlines Co., 5.25%, 10/1/2014		1,030,000		1,111,241
Southwest Airlines Co., 5.75%, 12/15/2016		1,120,000		1,227,199

				4,107,215

Building Products - 0.12%
Building Materials Corp. of America⁴, 6.875%, 8/15/2018		345,000		345,000
Building Materials Corp. of America⁴, 7.50%, 3/15/2020		215,000		219,837


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Building Products (continued)
Owens Corning, 9.00%, 6/15/2019	$	460,000	$	557,627

				1,122,464


Commercial Services & Supplies - 0.33%
ACCO Brands Corp., 10.625%, 3/15/2015		180,000		203,175
Clean Harbors, Inc., 7.625%, 8/15/2016		427,000		451,019
Garda World Security Corp. (Canada)⁴, 9.75%, 3/15/2017		430,000		457,950
Waste Management, Inc., 7.375%, 3/11/2019		1,665,000		2,097,137

				3,209,281


Industrial Conglomerates - 2.13%
GE Capital Trust I⁵, 6.375%, 11/15/2067		690,000		682,237
General Electric Capital Corp.⁶, 3.00%, 12/9/2011		3,518,000		3,620,230
General Electric Capital Corp.⁶, 2.125%, 12/21/2012		8,208,000		8,491,915
General Electric Capital Corp., 5.625%, 5/1/2018		335,000		374,365
General Electric Capital Corp., 5.50%, 1/8/2020		3,950,000		4,347,781
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		970,000		1,081,958
General Electric Co., 5.25%, 12/6/2017		550,000		619,227
Textron, Inc., 7.25%, 10/1/2019		1,000,000		1,190,218

				20,407,931


Machinery - 0.25%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		595,000		750,416
Caterpillar Financial Services Corp., 7.15%, 2/15/2019		295,000		379,041
John Deere Capital Corp., 5.50%, 4/13/2017		120,000		139,886
John Deere Capital Corp., 5.75%, 9/10/2018		1,000,000		1,177,798

				2,447,141


Marine - 0.12%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island)⁴, 8.875%, 11/1/2017		885,000		944,738
United Maritime Group LLC - United Maritime Group Finance Corp., 11.75%, 6/15/2015		190,000		189,762

				1,134,500


Road & Rail - 0.52%
CSX Corp., 6.00%, 10/1/2036		1,190,000		1,266,460
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		2,305,000		2,333,384
RailAmerica, Inc., 9.25%, 7/1/2017		309,000		342,218
Union Pacific Corp., 5.65%, 5/1/2017		365,000		421,296


The accompanying notes are an integral part of the financial statements.			64

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Road & Rail (continued)
Union Pacific Corp., 7.875%, 1/15/2019	$	495,000	$	648,585

				5,011,943

Total Industrials				42,050,283

Information Technology - 0.88%
Communications Equipment - 0.33%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029		530,000		442,550
Cisco Systems, Inc., 5.90%, 2/15/2039		1,070,000		1,202,564
Hughes Network Systems LLC - HNS Finance Corp., 9.50%, 4/15/2014		665,000		693,263
Nokia Corp. (Finland), 5.375%, 5/15/2019		705,000		784,726

				3,123,103

Computers & Peripherals - 0.15%
International Business Machines Corp., 5.60%, 11/30/2039		1,302,000		1,451,115

Electronic Equipment, Instruments & Components - 0.06%
Corning, Inc., 6.625%, 5/15/2019		460,000		555,436

IT Services - 0.15%
The Western Union Co., 5.253%, 4/1/2020		1,350,000		1,474,884

Semiconductors & Semiconductor Equipment - 0.11%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017		360,000		388,800
Advanced Micro Devices, Inc.⁴, 7.75%, 8/1/2020		170,000		180,200
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co.⁴, 10.50%, 4/15/2018		465,000		498,712

				1,067,712

Software - 0.08%
Microsoft Corp., 5.20%, 6/1/2039		735,000		780,430

Total Information Technology				8,452,680

Materials - 1.72%
Chemicals - 0.24%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		910,000		1,089,997
Ferro Corp., 7.875%, 8/15/2018		560,000		595,700
Rhodia S.A. (France)⁴, 6.875%, 9/15/2020		575,000		604,469

				2,290,166

Containers & Packaging - 0.05%
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC⁴, 8.50%, 5/15/2018		480,000		490,800

Metals & Mining - 1.00%
Alcoa, Inc., 5.72%, 2/23/2019		2,166,000		2,218,985
Alcoa, Inc., 5.87%, 2/23/2022		210,000		214,505


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019	$	850,000	$	1,053,894
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		4,750,000		5,219,124
Steel Dynamics, Inc., 7.75%, 4/15/2016		810,000		864,675

				9,571,183

Paper & Forest Products - 0.43%
Georgia-Pacific LLC⁴, 8.25%, 5/1/2016		295,000		338,512
International Paper Co., 9.375%, 5/15/2019		1,777,000		2,346,582
International Paper Co., 7.50%, 8/15/2021		1,195,000		1,457,231

				4,142,325

Total Materials				16,494,474

Telecommunication Services - 0.58%
Diversified Telecommunication Services - 0.24%
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015		110,000		122,100
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015		325,000		359,938
Inmarsat Finance plc (United Kingdom)⁴, 7.375%, 12/1/2017		565,000		604,550
Intelsat Subsidiary Holding Co. Ltd. (Bermuda)⁴, 8.875%, 1/15/2015		525,000		540,750
Wind Acquisition Finance S.A. (Luxembourg)⁴, 11.75%, 7/15/2017		580,000		661,200

				2,288,538

Wireless Telecommunication Services - 0.34%
CC Holdings GS V LLC - Crown Castle GS III Corp.⁴, 7.75%, 5/1/2017		450,000		505,125
Crown Castle Towers LLC⁴, 6.113%, 1/15/2020		1,040,000		1,156,687
Crown Castle Towers LLC⁴, 4.883%, 8/15/2020		333,000		339,247
NII Capital Corp., 8.875%, 12/15/2019		585,000		650,812
SBA Tower Trust⁴, 5.101%, 4/15/2017		575,000		618,475

				3,270,346

Total Telecommunication Services				5,558,884

Utilities - 0.34%
Electric Utilities - 0.28%
Allegheny Energy Supply Co. LLC⁴, 5.75%, 10/15/2019		705,000		739,438
Exelon Generation Co. LLC, 5.35%, 1/15/2014		710,000		789,141
Exelon Generation Co. LLC, 5.20%, 10/1/2019		175,000		193,172
Southwestern Electric Power Co., 6.45%, 1/15/2019		850,000		964,787

				2,686,538

Independent Power Producers & Energy Traders - 0.06%
Mirant Mid Atlantic Pass-Through Trust, Series B, 9.125%, 6/30/2017		130,601		140,396
Mirant Mid Atlantic Pass-Through Trust, Series C, 10.06%, 12/30/2028		194,859		216,781


The accompanying notes are an integral part of the financial statements.			66

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount/ Shares		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Independent Power Producers & Energy Traders (continued)
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.⁴, 10.875%, 6/1/2016	$	170,000	$	188,700

				545,877

Multi-Utilities - 0.00%**
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		50,000		57,580

Total Utilities				3,289,995

Total Non-Convertible Corporate Bonds (Identified Cost $249,228,875)				265,204,505

TOTAL CORPORATE BONDS (Identified Cost $249,975,402)				266,002,711


MUTUAL FUNDS - 1.21%

iShares Dow Jones US Real Estate Index Fund		890		48,879
iShares iBoxx High Yield Corporate Bond Fund		52,180		4,734,813
iShares iBoxx Investment Grade Corporate Bond Fund		60,410		6,787,667

TOTAL MUTUAL FUNDS (Identified Cost $10,480,587)				11,571,359


U.S. TREASURY SECURITIES - 2.86%

U.S. Treasury Notes - 2.86%
U.S. Treasury Note, 2.375%, 2/28/2015	$	16,270,000		17,237,252
U.S. Treasury Note, 4.00%, 8/15/2018		6,720,000		7,629,297
U.S. Treasury Note, 2.75%, 2/15/2019		2,500,000		2,589,257

TOTAL U.S. TREASURY SECURITIES (Identified Cost $25,687,337)				27,455,806


ASSET-BACKED SECURITIES - 0.11%

Hertz Vehicle Financing LLC, Series 2009-2A, Class A2⁴, 5.29%, 3/25/2016		335,000		371,018
Hertz Vehicle Financing LLC, Series 2010-1A, Class A2⁴, 3.74%, 2/25/2017		690,000		722,779

TOTAL ASSET-BACKED SECURITIES (Identified Cost $1,024,748)				1,093,797


COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.42%

Banc of America Commercial Mortgage, Inc., Series 2006-2, Class A4⁵, 5.740%, 5/10/2045		125,000		139,334


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Principal Amount		Value (Note 2)

COMMERCIAL MORTGAGE - BACKED SECURITIES (continued)

Banc of America Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046	$	100,000	$	107,976
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		100,000		106,899
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A4⁵, 5.723%, 9/11/2038		150,000		167,805
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.540%, 9/11/2041		175,000		191,271
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A3⁵, 5.728%, 3/15/2049		160,000		175,031
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A4⁵, 5.767%, 6/10/2046		225,000		249,292
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1^4,7, 3.156%, 11/1/2015		220,000		226,600
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁵, 5.198%, 12/15/2044		225,000		248,012
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁵, 5.872%, 4/15/2045		115,000		127,594
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A4⁵, 5.881%, 6/15/2038		175,000		192,346
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A4⁵, 5.414%, 7/12/2046		175,000		186,905
Morgan Stanley Capital I, Series 2005-HQ7, Class A4⁵, 5.206%, 11/14/2042		125,000		137,506
OBP Depositor LLC Trust, Series 2010-OBP, Class A⁴, 4.646%, 7/15/2045		115,000		123,399
Vornado DP LLC, Series 2010-VNO, Class A2FX⁴, 4.004%, 9/13/2028		350,000		354,237
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁵, 5.202%, 10/15/2044		225,000		248,516
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A4⁵, 5.737%, 5/15/2043		215,000		238,294
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁵, 6.011%, 6/15/2045		200,000		220,563
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2^4,7, 4.393%, 11/18/2043		545,000		561,318

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $3,872,016)				4,002,898


FOREIGN GOVERNMENT BONDS - 0.10%

Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019 (Identified Cost $1,271,452)		980,000		987,420


The accompanying notes are an integral part of the financial statements.			68

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series	Shares		Value (Note 2)

U.S. GOVERNMENT AGENCIES - 21.32%

Mortgage-Backed Securities - 5.31%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021	$	5,089,896	$	5,531,696
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		316,467		344,628
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		386,905		421,268
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		3,062,067		3,327,853
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		511,999		557,472
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		5,368,486		5,834,468
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		329,031		356,801
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		8,535,622		9,221,902
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		17,359,405		18,909,739
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		2,278,177		2,477,365
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		1,652,818		1,796,024
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		526,737		574,342
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		355,539		387,672
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		294,131		320,162
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		515,324		561,897
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		277,789		300,642
GNMA, Pool #286310, 9.00%, 2/15/2020		1,481		1,691
GNMA, Pool #263096, 9.50%, 3/15/2020		1,739		2,046
GNMA, Pool #288873, 9.50%, 8/15/2020		25		29

Total Mortgage-Backed Securities (Identified Cost $50,803,478)				50,927,697

Other Agencies - 16.01%
Fannie Mae, 3.00%, 9/16/2014		250,000		269,201
Fannie Mae, 2.625%, 11/20/2014		3,500,000		3,718,827
Fannie Mae, 4.375%, 10/15/2015		8,900,000		10,161,646
Fannie Mae, 1.625%, 10/26/2015		10,000,000		10,095,320
Fannie Mae, 6.25%, 5/15/2029		3,416,000		4,412,608
Fannie Mae, 7.25%, 5/15/2030		3,036,000		4,326,725
Fannie Mae, 6.625%, 11/15/2030		3,239,000		4,333,137
Federal Home Loan Bank, 1.50%, 1/16/2013		20,175,000		20,636,382
Freddie Mac, 1.375%, 1/9/2013		8,410,000		8,575,240
Freddie Mac, 2.875%, 2/9/2015		20,000,000		21,444,080
Freddie Mac, 5.125%, 11/17/2017		15,850,000		18,973,607
Freddie Mac, 3.75%, 3/27/2019		34,790,000		38,051,110
Freddie Mac, 6.75%, 3/15/2031		3,145,000		4,288,336
Freddie Mac, 6.25%, 7/15/2032		3,315,000		4,327,050

Total Other Agencies (Identified Cost $148,259,951)				153,613,269

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $199,063,429)				204,540,966


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Moderate Term Series

SHORT - TERM INVESTMENTS - 5.58%

Dreyfus Cash Management, Inc. - Institutional Shares⁸, 0.16%, (Identified Cost $53,583,443)	53,583,443	$	53,583,443


TOTAL INVESTMENTS - 101.56% (Identified Cost $918,174,370)			974,540,451
LIABILITIES, LESS OTHER ASSETS - (1.56%)			(14,980,236	)

NET ASSETS - 100%		$	959,560,215


FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT OCTOBER 31, 2010⁹:

Settlement Date	Contracts to Deliver		In Exchange For		Contracts At Value		Unrealized Depreciation
11/30/2010	EUR	1,040,000	$	1,435,772	$	1,446,933	$	(11,161	)

ADR - American Depository Receipt

EUR- Euro Currency

NVDR - Non-Voting Depository Receipt

*	Non-income producing security

**	Less than 0.01%

¹	International Fair Value factor from pricing service was applied.

²	The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

³	Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁴

Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid. These securities amount to $29,938,343, or 3.12%, of the Series’ net assets as of October 31, 2010.

⁵	The coupon rate is floating and is the stated rate as of October 31, 2010.

⁶	Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁷	Security has been valued at fair value.

⁸	Rate shown is the current yield as of October 31, 2010.

⁹	The 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.			70

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

October 31, 2010


ASSETS:

Investments, at value (identified cost $918,174,370) (Note 2)	$	974,540,451
Cash		308,156
Receivable for securities sold		8,865,638
Interest receivable		5,459,013
Receivable for fund shares sold		3,488,410
Dividends receivable		204,059
Foreign tax reclaims receivable		144,998


TOTAL ASSETS		993,010,725


LIABILITIES:

Accrued management fees (Note 3)		642,976
Accrued shareholder services fees (Class S) (Note 3)		131,334
Accrued fund accounting and administration fees (Note 3)		39,583
Accrued transfer agent fees (Note 3)		27,431
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		25,875
Accrued directors’ fees (Note 3)		2,217
Accrued Chief Compliance Officer service fees (Note 3)		247
Payable for securities purchased		31,787,790
Payable for fund shares repurchased		647,525
Unrealized depreciation on foreign forward currency contracts (Note 2)		11,161
Other payables and accrued expenses		134,371


TOTAL LIABILITIES		33,450,510


TOTAL NET ASSETS	$	959,560,215


NET ASSETS CONSIST OF:

Capital stock	$	796,876
Additional paid-in-capital		880,713,213
Undistributed net investment income		7,449,640
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		14,232,102
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		56,368,384


TOTAL NET ASSETS	$	959,560,215


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

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

October 31, 2010



NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($633,304,222/48,925,765 shares)	$	12.94


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($293,999,794/27,744,644 shares)	$	10.60


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($32,019,447/2,995,674 shares)	$	10.69


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($236,752/21,539 shares)	$	10.99


The accompanying notes are an integral part of the financial statements.			72

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

For the Year Ended October 31, 2010



INVESTMENT INCOME:

Interest	$	14,867,718
Dividends (net of foreign taxes withheld, $165,169)		5,474,556


Total Investment Income		20,342,274


EXPENSES:

Management fees (Note 3)		5,674,984
Shareholder services fees (Class S) (Note 3)		1,314,363
Fund accounting and administration fees (Note 3)		163,078
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		122,381
Transfer agent fees (Note 3)		85,090
Directors’ fees (Note 3)		17,151
Chief Compliance Officer service fees (Note 3)		2,724
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		39
Custodian fees		79,600
Miscellaneous		330,018


Total Expenses		7,789,428
Less reduction of expenses (Note 3)		(758	)


Net Expenses		7,788,670


NET INVESTMENT INCOME		12,553,604


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

Net realized gain (loss) on-
Investments		36,126,051
Foreign currency and translation of other assets and liabilities		(27,379	)
Forward foreign currency exchange contracts		(13,967	)


		36,084,705


Net change in unrealized appreciation (depreciation) on-
Investments		39,892,244
Foreign currency and translation of other assets and liabilities		5,808
Forward foreign currency exchange contracts		(11,161	)


		39,886,891


NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		75,971,596


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	88,525,200


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

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


	For the Year Ended 10/31/10			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	12,553,604		$	4,446,941
Net realized gain (loss) on investments and foreign currency		36,084,705			(13,731,805	)
Net change in unrealized appreciation on investments and foreign currency		39,886,891			50,979,855


Net increase from operations		88,525,200			41,694,991


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(5,933,684	)		(4,470,282	)
From net investment income (Class C)		(79,607	)		—
From net investment income (Class I)		(2,101,821	)		(85,830	)


Total distributions to shareholders		(8,115,112	)		(4,556,112	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		438,089,089			184,793,523


Net increase in net assets		518,499,177			221,932,402

NET ASSETS:

Beginning of year		441,061,038			219,128,636


End of year (including undistributed net investment income of $7,449,640 and $3,037,303, respectively)	$	959,560,215		$	441,061,038


The accompanying notes are an integral part of the financial statements.			74

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


	For the Years Ended
	10/31/10			10/31/09			10/31/08			10/31/07			10/31/06
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.61		$	10.41		$	14.18		$	13.55		$	12.75

Income (loss) from investment operations:
Net investment income		0.19	¹		0.16	¹		0.23			0.24			0.20
Net realized and unrealized gain (loss) on investments		1.28			1.23			(2.75	)		1.19			1.36

Total from investment operations		1.47			1.39			(2.52	)		1.43			1.56

Less distributions to shareholders:
From net investment income		(0.14	)		(0.19	)		(0.23	)		(0.23	)		(0.14	)
From net realized gain on investments		—			—			(1.02	)		(0.57	)		(0.62	)

Total distributions to shareholders		(0.14	)		(0.19	)		(1.25	)		(0.80	)		(0.76	)

Net asset value - End of year	$	12.94		$	11.61		$	10.41		$	14.18		$	13.55

Net assets - End of year (000’s omitted)	$	633,304		$	396,927		$	218,807		$	379,385		$	297,096

Total return²		12.81	%		13.65	%		(19.28	%)		10.91	%		12.88	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.09	%		1.10	%		1.10	%		1.11	%		1.16	%
Net investment income		1.60	%		1.49	%		1.74	%		1.86	%		1.75	%
Series portfolio turnover		56	%		58	%		75	%		78	%		72	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some years and in some years 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 been increased by the following amount:
		0.00	%³		0.02	%		0.02	%		N/A			N/A

¹	Calculated based on average shares outstanding during the year.

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

³	Less than 0.01%.


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

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


	For the Years Ended						For the Period 3/28/08¹to 10/31/08
	10/31/10			10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.54		$	8.59		$	10.00

Income (loss) from investment operations:
Net investment income		0.18	²		0.15	²		0.06
Net realized and unrealized gain (loss) on investments		1.06			1.02			(1.42	)

Total from investment operations		1.24			1.17			(1.36	)

Less distributions to shareholders:
From net investment income		(0.18	)		(0.22	)		(0.05	)

Net asset value - End of period	$	10.60		$	9.54		$	8.59

Net assets - End of period (000’s omitted)	$	294,000		$	44,134		$	322

Total return³		13.13	%		14.11	%		(13.64	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.84	%		0.85	%		0.85	%⁴
Net investment income		1.85	%		1.67	%		1.47	%⁴
Series portfolio turnover		56	%		58	%		75	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods 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 been increased by the following amount:
		0.00	%⁵		0.02	%		0.10	%⁴

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.

⁵	Less than 0.01%.


The accompanying notes are an integral part of the financial statements.			76

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


	For the Period 1/4/10¹to 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.00

Income from investment operations:
Net investment income		0.07	²
Net realized and unrealized gain on investments		0.67

Total from investment operations		0.74

Less distributions to shareholders:
From net investment income		(0.05	)

Net asset value - End of period	$	10.69

Net assets - End of period (000’s omitted)	$	32,019

Total return³		7.41	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.84	%⁴
Net investment income		0.85	%⁴
Series portfolio turnover		56	%
* The investment advisor did not impose all or a portion of other fees during the period and 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 been increased by the following amount:
		0.00	%^4,5

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.

⁵	Less than 0.01%.


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

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


	For the Period 6/30/10¹to 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.00

Income from investment operations:
Net investment income		0.02	²
Net realized and unrealized gain on investments		0.97

Total from investment operations		0.99

Net asset value - End of period	$	10.99

Net assets - End of period (000’s omitted)	$	237

Total return³		9.90	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.34	%⁴
Net investment income		0.65	%⁴
Series portfolio turnover		56	%

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.


The accompanying notes are an integral part of the financial statements.			78

Performance Update - Pro-Blend^® Extended Term Series (unaudited)

Average Annual Total Returns

As of October 31, 2010

One
Year

Five
Year

Ten
Year

Since
Inception¹

Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S²

15.17

5.30

6.05

8.84

Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class I^2,3

15.39

5.57

6.36

9.17

Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class C^2,3

14.48

4.56

5.32

8.10

Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class R^2,3

14.71

5.02

5.82

8.62

Barclays Capital U.S. Aggregate Bond Index^4,6

8.01

6.45

6.38

6.27

15%/40%/45% Blended Index^4,5,6

13.34

5.09

4.30

7.19

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S for the ten years ended October 31, 2010 to the Barclays Capital U.S. Aggregate Bond Index and a 15%/40%/45% Blended Index.

LOGO

¹	Performance numbers for the Series are calculated from October 12, 1993, the Class S inception date. The Barclays Capital U.S. Aggregate Bond Index only publishes month-end numbers; therefore, performance numbers for the Indices are calculated from October 31, 1993.

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 1.07% for Class S, 0.83% for Class I, 1.83% for Class C and 1.33% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.07% for Class S, 0.83% for Class I, 1.83% for Class C and 1.33% for Class R for the year ended October 31, 2010.

For periods prior to the inception of Class I on March 28, 2008, Class C on January 4, 2010, and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Extended Term Series - Class S adjusted for expense differences.

⁴

⁵

The 15%/40%/45% Blended Index is 15% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 40% Russell 3000^® Index, and 45% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series (see note 1 above) through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁶	Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices’ portfolios.


79

Shareholder Expense Example - Pro-Blend^® Extended Term Series (unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 5/1/10*		Ending Account Value 10/31/10		Expenses Paid During Period 5/1/10-10/31/10**		Annualized Expense ratio
Class S
Actual	$	1,000.00	$	1,039.50	$	5.55		1.08	%
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,019.76	$	5.50		1.08	%
Class I
Actual	$	1,000.00	$	1,039.80	$	4.32		0.84	%
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,020.97	$	4.28		0.84	%
Class C
Actual	$	1,000.00	$	1,036.20	$	9.44		1.84	%
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,015.93	$	9.35		1.84	%
Class R
Actual	$	1,000.00	$	1,122.00	$	4.76		1.33	%
Hypothetical
(5% return before expenses)	$	1,000.00	$	1,012.37	$	4.51		1.33	%

*	Class R inception date was June 30, 2010.


			80

Shareholder Expense Example - Pro-Blend^® Extended Term Series (unaudited)


81

Portfolio Composition - Pro-Blend^® Extended Term Series (unaudited)

As of October 31, 2010

LOGO


Sector Allocation³
Information Technology	15.93	%
Financials	14.00	%
Industrials	9.12	%
Consumer Discretionary	8.35	%
Consumer Staples	8.02	%
Energy	7.53	%
Health Care	7.41	%
Materials	5.48	%
Telecommunication Services	0.72	%
Utilities	0.60	%

³ Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.


Top Ten Stock Holdings⁴
Google, Inc. - Class A	2.39	%
Monsanto Co.	2.26	%
Hess Corp.	1.77	%
Cisco Systems, Inc.	1.62	%
Becton, Dickinson and Co.	1.57	%
QUALCOMM, Inc.	1.30	%
Schlumberger Ltd.	1.18	%
The Charles Schwab Corp.	1.17	%
Unilever plc - ADR (United Kingdom)	1.17	%
The Western Union Co.	1.17	%

⁴ As a percentage of total investments.


			82

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS - 55.40%

Consumer Discretionary - 5.51%
Auto Components - 0.04%
Hankook Tire Co. Ltd. (South Korea)¹		15,560	$	405,290

Automobiles - 0.10%
Bayerische Motoren Werke AG (BMW) (Germany)¹		7,480		536,110
Suzuki Motor Corp. (Japan)¹		5,300		129,355
Yamaha Motor Co. Ltd. (Japan)*^,1		21,000		322,216

				987,681

Distributors - 0.04%
Inchcape plc (United Kingdom)*^,1		70,200		392,297

Hotels, Restaurants & Leisure - 0.10%
Accor S.A. (France)¹		2,390		98,081
Choice Hotels International, Inc.		9,670		367,750
Club Mediterranee S.A. (France)*^,1		5,750		112,567
Hyatt Hotels Corp. - Class A*		2,610		105,183
Wendy’s - Arby’s Group, Inc. - Class A		70,260		323,196

				1,006,777

Household Durables - 0.20%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		63,860		202,730
Harman International Industries, Inc.*		9,080		304,634
Lennar Corp. - Class A		11,650		169,042
LG Electronics, Inc. (South Korea)¹		2,710		238,634
NVR, Inc.*		340		213,319
Rodobens Negocios Imobiliarios S.A. (Brazil)		61,940		641,148
Tupperware Brands Corp.		4,000		179,240

				1,948,747

Leisure Equipment & Products - 0.01%
Sankyo Co. Ltd. (Japan)¹		1,400		74,591

Media - 3.58%
Gestevision Telecinco S.A. (Spain)¹		52,000		663,562
Grupo Televisa S.A. - ADR (Mexico)		17,800		399,610
Imax Corp. (Canada)*		19,350		418,928
Liberty Global, Inc. - Class A*		34,620		1,308,290
Mediacom Communications Corp. - Class A*		25,970		179,193
Mediaset S.p.A. (Italy)¹		16,470		121,601
Reed Elsevier plc (United Kingdom)¹		30,540		262,014
Reed Elsevier plc - ADR (United Kingdom)		7,379		253,173
Societe Television Francaise 1 (France)¹		41,890		686,582
Time Warner, Inc.		309,160		10,050,792
Virgin Media, Inc. (United Kingdom)		416,010		10,579,134
The Walt Disney Co.		277,960		10,037,136


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Media (continued)
Wolters Kluwer N.V. (Netherlands)¹		9,795	$	223,276

				35,183,291

Multiline Retail - 0.09%
Marks & Spencer Group plc (United Kingdom)¹		52,450		359,460
Nordstrom, Inc.		3,210		123,617
PPR (France)¹		2,230		366,776

				849,853

Specialty Retail - 1.31%
Chico’s FAS, Inc.		16,900		164,268
Dick’s Sporting Goods, Inc.*		14,770		425,671
The Finish Line, Inc. - Class A		12,670		193,851
The Home Depot, Inc.		231,260		7,141,309
KOMERI Co. Ltd. (Japan)¹		3,900		81,010
Lumber Liquidators Holdings, Inc.*		8,770		211,182
The Sherwin-Williams Co.		64,370		4,697,079

				12,914,370

Textiles, Apparel & Luxury Goods - 0.04%
Adidas AG (Germany)¹		3,760		244,897
Skechers U.S.A., Inc. - Class A*		9,070		176,321

				421,218

Total Consumer Discretionary				54,184,115

Consumer Staples - 7.07%
Beverages - 1.18%
The Coca-Cola Co.		172,740		10,592,417
Diageo plc (United Kingdom)¹		13,175		243,048
Heineken N.V. (Netherlands)¹		10,280		521,867
Kirin Holdings Co. Ltd. (Japan)¹		17,000		232,963

				11,590,295

Food & Staples Retailing - 1.79%
BJ’s Wholesale Club, Inc.*		6,010		250,797
Carrefour S.A. (France)¹		29,020		1,571,247
Casino Guichard - Perrachon S.A. (France)¹		2,670		251,197
The Kroger Co.		314,690		6,923,180
Safeway, Inc.		320,190		7,332,351
SUPERVALU, Inc.		20,170		217,634
Tesco plc (United Kingdom)¹		158,400		1,084,036

				17,630,442


The accompanying notes are an integral part of the financial statements.			84

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food Products - 4.01%
Diamond Foods, Inc.		4,340	$	191,828
Flowers Foods, Inc.		14,880		379,142
General Mills, Inc.		112,140		4,209,736
Kellogg Co.		64,340		3,233,728
Kraft Foods, Inc. - Class A		317,560		10,247,661
Nestle S.A. (Switzerland)¹		174,070		9,534,596
Sanderson Farms, Inc.		4,630		194,367
Suedzucker AG (Germany)¹		7,300		172,360
Unilever plc - ADR (United Kingdom)		390,335		11,327,522

				39,490,940

Household Products - 0.04%
Reckitt Benckiser Group plc (United Kingdom)¹		7,195		401,976

Personal Products - 0.05%
Alberto-Culver Co.		7,290		271,844
Beiersdorf AG (Germany)¹		2,630		171,346
Kao Corp. (Japan)¹		3,000		76,251

				519,441

Total Consumer Staples				69,633,094

Energy - 5.63%
Energy Equipment & Services - 3.63%
Baker Hughes, Inc.		236,290		10,947,316
Calfrac Well Services Ltd. (Canada)		22,540		566,649
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*^,1		20,185		471,498
Dril-Quip, Inc.*		5,280		364,848
Schlumberger Ltd.		162,840		11,380,887
Trican Well Service Ltd. (Canada)		50,350		872,819
Weatherford International Ltd. (Switzerland)*		662,300		11,133,263

				35,737,280

Oil, Gas & Consumable Fuels - 2.00%
Cameco Corp. (Canada)		11,000		340,560
Forest Oil Corp.*		4,110		126,301
Hess Corp.		271,030		17,083,021
Mariner Energy, Inc.*		6,409		159,712
Paladin Energy Ltd. (Australia)*		94,970		385,504
Repsol YPF S.A. (Spain)¹		6,190		171,652
Royal Dutch Shell plc - Class B (Netherlands)¹		7,169		229,421
Royal Dutch Shell plc - Class B - ADR (Netherlands)		8,110		521,635
Talisman Energy, Inc. (Canada)		24,520		444,529


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Total S.A. (France)¹		4,390	$	238,966

				19,701,301

Total Energy				55,438,581

Financials - 6.06%
Capital Markets - 2.35%
The Bank of New York Mellon Corp.²		368,110		9,224,837
The Charles Schwab Corp.		736,070		11,335,478
Credit Suisse Group AG - ADR (Switzerland)		3,190		132,385
Daiwa Securities Group, Inc. (Japan)¹		6,000		24,463
Evercore Partners, Inc. - Class A		6,150		186,714
Financial Engines, Inc.*		10,890		160,410
GAM Holding AG (Switzerland)*^,1		36,530		577,135
The Goldman Sachs Group, Inc.		2,310		371,794
Greenhill & Co., Inc.		2,140		166,214
Lazard Ltd. - Class A (Bermuda)		4,820		177,858
Northern Trust Corp.		4,930		244,676
State Street Corp.		13,290		554,990

				23,156,954

Commercial Banks - 0.42%
Banco Santander S.A. (Spain)¹		17,110		219,617
Banco Santander S.A. - ADR (Spain)		41,850		536,098
Barclays plc - ADR (United Kingdom)		6,940		122,491
BNP Paribas (France)¹		2,320		169,699
The Chugoku Bank Ltd. (Japan)¹		10,000		115,992
Credit Agricole S.A. (France)¹		3,800		62,323
First Commonwealth Financial Corp.		110,670		644,099
First Financial Bancorp		19,050		320,802
The Hachijuni Bank Ltd. (Japan)¹		18,000		92,370
HSBC Holdings plc (United Kingdom)¹		23,090		240,314
HSBC Holdings plc - ADR (United Kingdom)		8,962		467,010
ICICI Bank Ltd. - ADR (India)		4,820		253,436
Mitsubishi UFJ Financial Group, Inc. (Japan)¹		12,000		55,692
Societe Generale - ADR (France)³		12,410		148,051
The Sumitomo Trust & Banking Co. Ltd. (Japan)¹		18,000		98,276
U.S. Bancorp		22,250		538,005

				4,084,275

Consumer Finance - 1.15%
American Express Co.		269,340		11,166,836
Discover Financial Services		9,720		171,558

				11,338,394


The accompanying notes are an integral part of the financial statements.			86

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Diversified Financial Services - 0.27%
Bank of America Corp.		11,390	$	130,302
Deutsche Boerse AG (Germany)¹		11,140		783,686
Financiere Marc de Lacharriere S.A. (Fimalac) (France)¹		6,420		276,290
ING Groep N.V. (Netherlands)*^,1		4,650		49,749
JPMorgan Chase & Co.		17,065		642,156
Moody’s Corp.		28,320		766,339

				2,648,522

Insurance - 0.61%
Allianz SE (Germany)¹		11,530		1,443,877
The Allstate Corp.		16,100		490,889
Amil Participacoes S.A. (Brazil)		40,950		416,653
AXA S.A. (France)¹		4,550		82,978
Brown & Brown, Inc.		21,570		480,795
Mapfre S.A. (Spain)¹		99,000		328,974
Muenchener Rueckversicherungs AG (MunichRe) (Germany)¹		3,955		618,169
The Progressive Corp.		33,500		708,860
Willis Group Holdings plc (United Kingdom)		21,475		682,905
Zurich Financial Services AG (Switzerland)¹		2,910		712,128

				5,966,228

Real Estate Investment Trusts (REITS) - 1.10%
Acadia Realty Trust		8,710		166,187
Alexandria Real Estate Equities, Inc.		3,650		268,202
Alstria Office REIT AG (Germany)¹		30,620		426,598
American Campus Communities, Inc.		13,440		425,107
Apartment Investment & Management Co. - Class A		14,030		327,039
Associated Estates Realty Corp.		6,030		83,757
AvalonBay Communities, Inc.		2,810		298,731
BioMed Realty Trust, Inc.		25,090		460,401
Boston Properties, Inc.		5,250		452,497
British Land Co. plc (United Kingdom)¹		11,340		92,585
Camden Property Trust		5,380		266,794
Cogdell Spencer, Inc.		32,400		212,868
Corporate Office Properties Trust		26,930		955,746
DiamondRock Hospitality Co.*		7,400		78,292
Digital Realty Trust, Inc.		4,280		255,644
Douglas Emmett, Inc.		8,620		154,643
DuPont Fabros Technology, Inc.		19,140		480,414
Equity Lifestyle Properties, Inc.		4,240		241,341
Equity One, Inc.		5,040		94,248
Equity Residential		5,270		256,280
HCP, Inc.		6,890		248,109


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Health Care REIT, Inc.		4,350	$	222,285
Healthcare Realty Trust, Inc.		9,360		225,950
Home Properties, Inc.		7,950		432,878
Host Hotels & Resorts, Inc.		19,494		309,760
LaSalle Hotel Properties		11,380		269,592
Lexington Realty Trust		11,180		86,980
Mack-Cali Realty Corp.		3,020		101,412
Mid-America Apartment Communities, Inc.		5,683		346,833
National Health Investors, Inc.		1,960		90,748
National Retail Properties, Inc.		10,000		271,000
Omega Healthcare Investors, Inc.		12,490		287,270
Pebblebrook Hotel Trust*		13,740		269,167
Public Storage		2,580		255,988
Realty Income Corp.		13,800		473,064
Simon Property Group, Inc.		2,866		275,193
Sovran Self Storage, Inc.		3,330		130,103
Tanger Factory Outlet Centers		5,360		256,851
UDR, Inc.		12,910		290,217

				10,840,774

Real Estate Management & Development - 0.02%
CB Richard Ellis Group, Inc. - Class A*		5,210		95,604
Renhe Commercial Holdings Co. Ltd. (China)¹		211,000		40,360
Thomas Properties Group, Inc.*		12,980		48,545

				184,509

Thrifts & Mortgage Finance - 0.14%
Aareal Bank AG (Germany)*^,1		11,235		274,293
First Niagara Financial Group, Inc.		57,350		679,598
Hudson City Bancorp, Inc.		12,000		139,800
People’s United Financial, Inc.		25,820		317,844

				1,411,535

Total Financials				59,631,191

Health Care - 6.28%
Biotechnology - 0.37%
Acorda Therapeutics, Inc.*		13,330		360,443
Amgen, Inc.*		16,630		951,070
Basilea Pharmaceutica AG (Switzerland)*^,1		9,140		641,174
Celera Corp.*		232,090		1,322,913
Cepheid, Inc.*		19,030		400,391

				3,675,991


The accompanying notes are an integral part of the financial statements.			88

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Equipment & Supplies - 4.10%
Abaxis, Inc.*		25,780	$	618,978
Alere, Inc.*		60,800		1,796,640
Becton, Dickinson and Co.		200,960		15,176,499
Boston Scientific Corp.*		1,607,450		10,255,531
Cochlear Ltd. (Australia)¹		20,560		1,432,233
Conceptus, Inc.*		46,290		657,781
Covidien plc (Ireland)		34,780		1,386,679
DENTSPLY International, Inc.		35,030		1,099,592
DexCom, Inc.*		66,455		913,756
Gen-Probe, Inc.*		29,300		1,418,999
Hologic, Inc.*		33,550		537,471
Insulet Corp.*		65,670		1,047,436
Mindray Medical International Ltd. - ADR (China)		3,740		108,385
Sirona Dental Systems, Inc.*		16,780		631,767
Straumann Holding AG (Switzerland)¹		6,235		1,305,299
Zoll Medical Corp.*		58,920		1,916,668

				40,303,714

Health Care Providers & Services - 0.59%
Bio-Reference Laboratories, Inc.*		33,410		720,319
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)¹		125,000		143,794
Cross Country Healthcare, Inc.*		87,140		636,122
Diagnosticos da America S.A. (Brazil)		144,130		1,750,447
Odontoprev S.A. (Brazil)		48,080		706,934
Sonic Healthcare Ltd. (Australia)¹		177,490		1,893,648

				5,851,264

Health Care Technology - 0.56%
Allscripts Healthcare Solutions, Inc.*		31,520		601,717
Cerner Corp.*		55,423		4,867,802

				5,469,519

Life Sciences Tools & Services - 0.30%
Caliper Life Sciences, Inc.*		258,184		1,161,828
Lonza Group AG (Switzerland)¹		9,570		837,784
Sequenom, Inc.*		150,790		957,516

				2,957,128

Pharmaceuticals - 0.36%
AstraZeneca plc (United Kingdom)¹		2,540		127,767
AstraZeneca plc - ADR (United Kingdom)		3,795		191,496
Bayer AG (Germany)¹		13,685		1,020,729
GlaxoSmithKline plc (United Kingdom)¹		16,925		330,505
Sanofi-Aventis S.A. (France)¹		2,170		152,035


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Santen Pharmaceutical Co. Ltd. (Japan)¹		4,800	$	165,404
Shire plc (Ireland)¹		18,025		422,997
Takeda Pharmaceutical Co. Ltd. (Japan)¹		3,000		140,629
UCB S.A. (Belgium)¹		26,170		1,015,187

				3,566,749

Total Health Care				61,824,365

Industrials - 5.89%
Aerospace & Defense - 1.01%
The Boeing Co.		137,400		9,705,936
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)		8,120		234,262

				9,940,198

Air Freight & Logistics - 2.23%
Atlas Air Worldwide Holdings, Inc.*		5,440		284,294
FedEx Corp.		111,070		9,743,061
TNT N.V. (Netherlands)¹		24,200		643,579
United Parcel Service, Inc. - Class B		167,165		11,256,891

				21,927,825

Airlines - 1.16%
Copa Holdings S.A. - Class A (Panama)		4,590		232,851
Deutsche Lufthansa AG (Germany)*^,1		19,235		411,197
Ryanair Holdings plc - ADR (Ireland)		17,990		587,013
Southwest Airlines Co.		739,470		10,175,107

				11,406,168

Commercial Services & Supplies - 0.13%
Tomra Systems ASA (Norway)¹		213,010		1,298,015

Construction & Engineering - 0.02%
MYR Group, Inc.*		9,380		146,234

Electrical Equipment - 0.19%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*		40,520		838,359
Alstom S.A. (France)¹		11,070		559,058
Nexans S.A. (France)¹		2,900		206,848
Schneider Electric S.A. (France)¹		2,140		304,055

				1,908,320

Industrial Conglomerates - 0.16%
Siemens AG (Germany)¹		13,350		1,523,441

Machinery - 0.24%
ArvinMeritor, Inc.*		10,550		174,919
Astec Industries, Inc.*		5,360		157,959


The accompanying notes are an integral part of the financial statements.			90

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Machinery (continued)
FANUC Ltd. (Japan)¹		7,000	$	1,013,388
Lindsay Corp.		4,220		243,283
SmartHeat, Inc. (China)*		8,230		53,413
Titan International, Inc.		20,920		317,356
Wabtec Corp.		5,710		267,456
Westport Innovations, Inc. (Canada)*		9,690		175,583

				2,403,357

Professional Services - 0.41%
Manpower, Inc.		71,562		3,916,588
Randstad Holding N.V. (Netherlands)*^,1		3,260		155,303

				4,071,891

Road & Rail - 0.30%
All America Latina Logistica S.A. (Brazil)		88,020		832,419
Canadian National Railway Co. (Canada)		1,650		106,887
Heartland Express, Inc.		20,800		310,128
Knight Transportation, Inc.		13,010		232,489
Norfolk Southern Corp.		17,270		1,061,932
RailAmerica, Inc.*		36,120		418,992

				2,962,847

Transportation Infrastructure - 0.04%
Malaysia Airports Holdings Berhad (Malaysia)¹		209,870		409,684

Total Industrials				57,997,980

Information Technology - 14.85%
Communications Equipment - 3.83%
Alcatel-Lucent - ADR (France)*		310,710		1,078,164
Cisco Systems, Inc.*		686,230		15,666,631
Infinera Corp.*		111,390		912,284
Juniper Networks, Inc.*		197,900		6,409,981
QUALCOMM, Inc.		279,300		12,604,809
Riverbed Technology, Inc.*		17,740		1,020,760

				37,692,629

Computers & Peripherals - 1.19%
Apple, Inc.*		1,450		436,261
Compellent Technologies, Inc.*		34,470		871,057
EMC Corp.*		484,360		10,176,404
Immersion Corp.*		31,440		193,356

				11,677,078

Electronic Equipment, Instruments & Components - 0.51%
Amphenol Corp. - Class A		60,930		3,054,421


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Electronic Equipment, Instruments & Components (continued)
Cogent, Inc.*		92,580	$	973,942
Hitachi Ltd. (Japan)¹		70,000		316,375
Keyence Corp. (Japan)¹		563		139,485
LoJack Corp.*		104,135		509,220

				4,993,443

Internet Software & Services - 2.63%
comScore, Inc.*		23,000		540,730
Google, Inc. - Class A*		37,800		23,171,022
NetEase.com, Inc. - ADR (China)*		4,750		198,550
Tencent Holdings Ltd. (China)¹		10,800		248,264
VistaPrint N.V. (Netherlands)*		24,930		1,048,805
Vocus, Inc.*		30,950		685,542

				25,892,913

IT Services - 4.37%
Accenture plc - Class A (Ireland)		22,530		1,007,316
Amadeus IT Holding S.A. - Class A (Spain)*^,1		20,410		416,459
Amdocs Ltd. (Guernsey)*		57,810		1,773,611
Automatic Data Processing, Inc.		229,324		10,186,572
Cap Gemini S.A. (France)¹		15,400		786,147
Cielo S.A. (Brazil)		76,090		655,601
MasterCard, Inc. - Class A		45,410		10,901,125
Redecard S.A. (Brazil)		44,820		579,657
Visa, Inc. - Class A		69,200		5,409,364
The Western Union Co.		641,240		11,285,824

				43,001,676

Semiconductors & Semiconductor Equipment - 0.33%
Advantest Corp. (Japan)¹		44,200		839,514
Infineon Technologies AG (Germany)*^,1		79,000		621,508
Sumco Corp. (Japan)*^,1		53,300		824,214
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		21,672		236,442
Tokyo Electron Ltd. (Japan)¹		12,000		677,080
Yingli Green Energy Holding Co. Ltd. - ADR (China)*		8,300		96,778

				3,295,536

Software - 1.99%
Adobe Systems, Inc.*		5,750		161,862
Autodesk, Inc.*		265,455		9,604,162
Electronic Arts, Inc.*		468,890		7,431,907
Fortinet, Inc.*		26,930		807,900
Misys plc (United Kingdom)*^,1		45,530		204,998
SAP AG (Germany)¹		6,340		330,309


The accompanying notes are an integral part of the financial statements.			92

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Software (continued)
SolarWinds, Inc.*		45,000	$	816,750
Square Enix Holdings Co. Ltd. (Japan)¹		11,600		242,269

				19,600,157

Total Information Technology				146,153,432

Materials - 3.84%
Chemicals - 2.38%
Arkema S.A. (France)¹		67		4,329
BASF SE (Germany)¹		5,500		399,915
Calgon Carbon Corp.*		22,965		344,705
Johnson Matthey plc (United Kingdom)¹		8,530		261,589
Monsanto Co.		368,020		21,867,748
The Scotts Miracle-Gro Co. - Class A		2,670		142,578
Shin-Etsu Chemical Co. Ltd. (Japan)¹		7,300		369,132

				23,389,996

Construction Materials - 1.01%
CRH plc (Ireland)¹		28,130		485,407
Eagle Materials, Inc.		9,130		214,190
Martin Marietta Materials, Inc.		61,830		4,976,078
Vulcan Materials Co.		117,520		4,290,655

				9,966,330

Containers & Packaging - 0.44%
Owens-Illinois, Inc.*		156,450		4,385,294

Paper & Forest Products - 0.01%
Norbord, Inc. (Canada)*		4,854		55,398

Total Materials				37,797,018

Telecommunication Services - 0.14%
Diversified Telecommunication Services - 0.08%
France Telecom S.A. (France)¹		15,090		362,058
Swisscom AG - ADR (Switzerland)³		9,800		407,974

				770,032

Wireless Telecommunication Services - 0.06%
SK Telecom Co. Ltd. - ADR (South Korea)		31,600		582,388

Total Telecommunication Services				1,352,420

Utilities - 0.13%
Electric Utilities - 0.06%
E.ON AG (Germany)¹		15,180		475,141
Prime Infrastructure Group (Australia)¹		20,160		98,458

				573,599


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Utilities (continued)
Independent Power Producers & Energy Traders - 0.01%
Mirant Corp.*		6,150	$	65,251
RRI Energy, Inc.*		18,780		70,613

				135,864

Multi-Utilities - 0.04%
GDF Suez (France)¹		4,147		165,703
National Grid plc (United Kingdom)¹		22,535		213,102

				378,805

Water Utilities - 0.02%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		15,040		230,602

Total Utilities				1,318,870

TOTAL COMMON STOCKS (Identified Cost $498,250,477)				545,331,066


PREFERRED STOCKS - 0.34%

Consumer Staples - 0.02%
Household Products - 0.02%
Henkel AG & Co. KGaA (Germany)¹		3,800		224,142

Financials - 0.32%
Commercial Banks - 0.14%
PNC Financial Services Group, Inc., Series K		480,000		503,414
Wells Fargo & Co., Series K		795,000		834,750

				1,338,164

Diversified Financial Services - 0.18%
Bank of America Corp., Series K		845,000		852,749
JPMorgan Chase & Co., Series 1		890,000		948,749

				1,801,498

Total Financials				3,139,662

TOTAL PREFERRED STOCKS (Identified Cost $3,024,182)				3,363,804


WARRANTS - 0.00%**

Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011* (Identified Cost $5,289)		8,377		293


The accompanying notes are an integral part of the financial statements.			94

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS - 20.10%

Convertible Corporate Bonds - 0.13%
Health Care - 0.08%
Biotechnology - 0.07%
Amgen, Inc., 0.375%, 2/1/2013	$	635,000	$	636,587

Health Care Equipment & Supplies - 0.01%
Medtronic, Inc., 1.625%, 4/15/2013		140,000		140,875

Total Health Care				777,462

Information Technology - 0.05%
Computers & Peripherals - 0.05%
EMC Corp., 1.75%, 12/1/2013		335,000		477,794

Total Convertible Corporate Bonds (Identified Cost $1,174,218)				1,255,256

Non-Convertible Corporate Bonds - 19.97%
Consumer Discretionary - 2.70%
Hotels, Restaurants & Leisure - 0.54%
Cedar Fair LP - Canada’s Wonderland Co. - Magnum Management Corp.⁴, 9.125%, 8/1/2018		250,000		268,750
International Game Technology, 7.50%, 6/15/2019		1,150,000		1,351,832
McDonald’s Corp., 5.80%, 10/15/2017		620,000		740,795
McDonald’s Corp., 6.30%, 10/15/2037		690,000		824,287
Scientific Games International, Inc.⁴, 7.875%, 6/15/2016		370,000		381,100
Wendy’s - Arby’s Restaurants LLC, 10.00%, 7/15/2016		560,000		613,200
Wyndham Worldwide Corp., 9.875%, 5/1/2014		230,000		271,813
Wyndham Worldwide Corp., 6.00%, 12/1/2016		795,000		848,964

				5,300,741

Household Durables - 0.14%
Fortune Brands, Inc., 5.375%, 1/15/2016		1,265,000		1,353,152

Media - 1.44%
Cablevision Systems Corp., 8.625%, 9/15/2017		1,005,000		1,134,394
Columbus International, Inc. (Barbados)⁴, 11.50%, 11/20/2014		295,000		330,769
Comcast Corp., 6.50%, 11/15/2035		2,315,000		2,535,025
Comcast Corp., 6.95%, 8/15/2037		1,310,000		1,523,937
DIRECTV Holdings LLC, 5.20%, 3/15/2020		1,330,000		1,444,501
Discovery Communications LLC, 5.05%, 6/1/2020		1,350,000		1,486,660
Interactive Data Corp.⁴, 10.25%, 8/1/2018		360,000		393,750
MDC Partners, Inc. (Canada)⁴, 11.00%, 11/1/2016		135,000		149,850
Sirius XM Radio, Inc.⁴, 9.75%, 9/1/2015		470,000		526,988
Time Warner, Inc., 7.625%, 4/15/2031		1,160,000		1,412,048
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)⁴, 8.125%, 12/1/2017		175,000		183,312
Unitymedia Hessen GmbH & Co. KG - Unitymedia NRW GmbH (Germany)⁴, 8.125%, 12/1/2017		195,000		283,616


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
UPC Holding B.V. (Netherlands)⁴, 9.875%, 4/15/2018	$	710,000	$	775,675
Virgin Media Finance plc (United Kingdom), 8.375%, 10/15/2019		105,000		117,075
Virgin Media Finance plc, Series 1 (United Kingdom), 9.50%, 8/15/2016		370,000		420,412
The Walt Disney Co., Series B, 7.00%, 3/1/2032		380,000		480,302
WMG Acquisition Corp., 9.50%, 6/15/2016		480,000		517,200
XM Satellite Radio, Inc.⁴, 7.625%, 11/1/2018		425,000		436,688

				14,152,202

Multiline Retail - 0.10%
Target Corp., 6.00%, 1/15/2018		845,000		1,020,218

Specialty Retail - 0.38%
The Home Depot, Inc., 5.40%, 3/1/2016		1,220,000		1,399,430
Lowe’s Companies, Inc., 6.10%, 9/15/2017		850,000		1,029,140
Rent-A-Center, Inc.⁴, 6.625%, 11/15/2020		645,000		651,450
Toys R Us Property Co. LLC⁴, 8.50%, 12/1/2017		595,000		644,088

				3,724,108

Textiles, Apparel & Luxury Goods - 0.10%
VF Corp., 5.95%, 11/1/2017		880,000		1,027,222

Total Consumer Discretionary				26,577,643

Consumer Staples - 0.78%
Beverages - 0.38%
CEDC Finance Corp. International, Inc.⁴, 9.125%, 12/1/2016		600,000		648,000
The Coca-Cola Co., 5.35%, 11/15/2017		630,000		739,721
Constellation Brands, Inc., 8.375%, 12/15/2014		590,000		664,488
PepsiCo, Inc., 5.00%, 6/1/2018		620,000		705,921
PepsiCo, Inc., 7.90%, 11/1/2018		760,000		1,019,013

				3,777,143

Food & Staples Retailing - 0.09%
Ingles Markets, Inc., 8.875%, 5/15/2017		215,000		237,575
The Kroger Co., 6.75%, 4/15/2012		605,000		653,509

				891,084

Food Products - 0.21%
General Mills, Inc., 5.65%, 2/15/2019		880,000		1,027,379
Kraft Foods, Inc., 6.125%, 2/1/2018		895,000		1,054,327

				2,081,706

Personal Products - 0.10%
Revlon Consumer Products Corp., 9.75%, 11/15/2015		940,000		979,950

Total Consumer Staples				7,729,883


The accompanying notes are an integral part of the financial statements.			96

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Energy - 1.77%
Energy Equipment & Services - 0.50%
Baker Hughes, Inc., 7.50%, 11/15/2018	$	725,000	$	937,736
Cie Generale de Geophysique - Veritas (France), 7.75%, 5/15/2017		655,000		686,112
Complete Production Services, Inc., 8.00%, 12/15/2016		430,000		452,575
Hornbeck Offshore Services, Inc., 8.00%, 9/1/2017		90,000		91,238
Hornbeck Offshore Services, Inc., Series B, 6.125%, 12/1/2014		400,000		400,000
Key Energy Services, Inc., 8.375%, 12/1/2014		410,000		439,213
Thermon Industries, Inc.⁴, 9.50%, 5/1/2017		465,000		491,737
Weatherford International Ltd. (Switzerland), 9.625%, 3/1/2019		1,045,000		1,380,036

				4,878,647


Oil, Gas & Consumable Fuels - 1.27%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		1,690,000		1,848,268
Anadarko Petroleum Corp., 8.70%, 3/15/2019		580,000		718,028
Apache Corp., 6.90%, 9/15/2018		600,000		754,327
Aquilex Holdings LLC - Aquilex Finance Corp., 11.125%, 12/15/2016		245,000		233,362
Arch Coal, Inc., 8.75%, 8/1/2016		185,000		207,663
Arch Western Finance LLC, 6.75%, 7/1/2013		265,000		267,650
Chaparral Energy, Inc., 8.875%, 2/1/2017		550,000		550,000
Chesapeake Energy Corp., 9.50%, 2/15/2015		480,000		556,800
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 9.00%, 4/1/2015		225,000		241,313
Coffeyville Resources LLC - Coffeyville Finance, Inc.⁴, 10.875%, 4/1/2017		215,000		228,975
Crosstex Energy LP - Crosstex Energy Finance Corp., 8.875%, 2/15/2018		855,000		923,400
Hess Corp., 5.60%, 2/15/2041		1,670,000		1,704,267
Linn Energy LLC - Linn Energy Finance Corp.⁴, 7.75%, 2/1/2021		555,000		573,038
MarkWest Energy Partners LP - MarkWest Energy Finance Corp., 6.75%, 11/1/2020		625,000		639,062
Martin Midstream Partners LP - Martin Midstream Finance Corp.⁴, 8.875%, 4/1/2018		460,000		478,400
Niska Gas Storage US LLC - Niska Gas Storage Canada ULC⁴, 8.875%, 3/15/2018		320,000		349,600
Plains Exploration & Production Co., 8.625%, 10/15/2019		790,000		876,900
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016		465,000		492,900
Tesoro Corp., 9.75%, 6/1/2019		650,000		721,500
Whiting Petroleum Corp., 7.00%, 2/1/2014		125,000		132,969

				12,498,422

Total Energy				17,377,069

Financials - 7.38%
Capital Markets - 2.38%
Goldman Sachs Capital I, 6.345%, 2/15/2034		1,020,000		975,165


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Capital Markets (continued)
Goldman Sachs Capital II⁵, 5.793%, 12/29/2049	$	2,005,000	$	1,721,794
The Goldman Sachs Group, Inc.⁶, 3.25%, 6/15/2012		9,123,000		9,543,351
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		885,000		990,980
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		3,020,000		3,195,383
Merrill Lynch & Co., Inc., 6.11%, 1/29/2037		1,375,000		1,308,971
Morgan Stanley, 5.55%, 4/27/2017		2,425,000		2,581,294
Morgan Stanley, 5.50%, 1/26/2020		3,000,000		3,122,661

				23,439,599


Commercial Banks - 1.21%
Household Finance Co., 6.375%, 11/27/2012		1,225,000		1,338,777
HSBC Finance Corp., 7.00%, 5/15/2012		700,000		756,160
KeyBank National Association, 5.45%, 3/3/2016		1,310,000		1,427,313
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		1,830,000		2,140,851
National City Corp., 6.875%, 5/15/2019		1,465,000		1,706,817
PNC Bank National Association, 5.25%, 1/15/2017		1,035,000		1,123,377
U.S. Bank National Association, 6.375%, 8/1/2011		575,000		600,049
U.S. Bank National Association, 6.30%, 2/4/2014		555,000		636,653
USB Capital XIII Trust, 6.625%, 12/15/2039		540,000		549,434
Wachovia Corp., 5.25%, 8/1/2014		1,270,000		1,379,089
Wilmington Trust Corp., 8.50%, 4/2/2018		280,000		286,426

				11,944,946


Consumer Finance - 0.60%
American Express Co., 8.125%, 5/20/2019		3,130,000		4,020,698
American Express Co.⁵, 6.80%, 9/1/2066		930,000		933,487
Credit Acceptance Corp.⁴, 9.125%, 2/1/2017		880,000		924,000

				5,878,185


Diversified Financial Services - 1.60%
Bank of America Corp., 5.75%, 8/15/2016		685,000		728,838
Bank of America Corp., 7.625%, 6/1/2019		3,355,000		3,927,561
Citigroup Funding, Inc.⁶, 1.875%, 10/22/2012		3,892,000		3,997,715
Citigroup, Inc., 8.50%, 5/22/2019		2,445,000		3,070,130
JPMorgan Chase & Co., 6.30%, 4/23/2019		860,000		1,003,635
JPMorgan Chase & Co., 4.95%, 3/25/2020		2,850,000		3,022,570

				15,750,449


Insurance - 0.28%
American International Group, Inc., 4.25%, 5/15/2013		1,245,000		1,301,025
Fidelity National Financial, Inc., 6.60%, 5/15/2017		530,000		546,599


The accompanying notes are an integral part of the financial statements.			98

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Financials (continued)
Insurance (continued)
Hartford Financial Services Group, Inc.⁵, 8.125%, 6/15/2038	$	820,000	$	871,250

				2,718,874


Real Estate Investment Trusts (REITS) - 1.25%
AvalonBay Communities, Inc., 6.10%, 3/15/2020		1,235,000		1,445,078
Boston Properties LP, 5.875%, 10/15/2019		1,255,000		1,415,830
Camden Property Trust, 5.70%, 5/15/2017		980,000		1,083,717
DuPont Fabros Technology LP, 8.50%, 12/15/2017		785,000		849,762
Felcor Lodging LP, 10.00%, 10/1/2014		580,000		652,500
HCP, Inc., 6.70%, 1/30/2018		1,270,000		1,409,132
Health Care REIT, Inc., 6.20%, 6/1/2016		1,240,000		1,417,729
Host Hotels & Resorts LP, 6.875%, 11/1/2014		295,000		304,403
Host Hotels & Resorts LP, 6.375%, 3/15/2015		160,000		164,000
Mack-Cali Realty LP, 7.75%, 8/15/2019		755,000		909,407
National Retail Properties, Inc., 6.875%, 10/15/2017		650,000		732,379
Omega Healthcare Investors, Inc.⁴, 7.50%, 2/15/2020		425,000		457,938
Simon Property Group LP, 10.35%, 4/1/2019		1,035,000		1,463,067

				12,304,942


Real Estate Management & Development - 0.06%
CB Richard Ellis Services, Inc.⁴, 6.625%, 10/15/2020		600,000		609,000

Total Financials				72,645,995

Health Care - 0.93%
Health Care Equipment & Supplies - 0.34%
Alere, Inc., 7.875%, 2/1/2016		395,000		413,762
Alere, Inc., 9.00%, 5/15/2016		689,000		735,508
Becton Dickinson and Co., 6.00%, 5/15/2039		885,000		1,023,196
Fresenius Medical Care Capital Trust IV, 7.875%, 6/15/2011		245,000		251,738
Fresenius US Finance II, Inc.⁴, 9.00%, 7/15/2015		760,000		887,300

				3,311,504


Health Care Providers & Services - 0.24%
BioScrip, Inc., 10.25%, 10/1/2015		430,000		454,725
HCA, Inc., 7.875%, 2/15/2020		615,000		681,112
Health Management Associates, Inc., 6.125%, 4/15/2016		670,000		690,100
LifePoint Hospitals, Inc.⁴, 6.625%, 10/1/2020		555,000		584,138

				2,410,075


Life Sciences Tools & Services - 0.05%
PharmaNet Development Group, Inc.⁴, 10.875%, 4/15/2017		455,000		473,200

Pharmaceuticals - 0.30%
Johnson & Johnson, 5.95%, 8/15/2037		565,000		673,863


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Pharmaceuticals (continued)
Novartis Securities Investment Ltd. (Bermuda), 5.125%, 2/10/2019	$	1,245,000	$	1,429,170
Wyeth, 6.50%, 2/1/2034		700,000		843,298

				2,946,331

Total Health Care				9,141,110

Industrials - 3.08%
Aerospace & Defense - 0.32%
BE Aerospace, Inc., 6.875%, 10/1/2020		555,000		589,688
The Boeing Co., 6.00%, 3/15/2019		980,000		1,175,202
GeoEye, Inc., 9.625%, 10/1/2015		250,000		278,438
Honeywell International, Inc., 5.30%, 3/1/2018		660,000		769,577
Kratos Defense & Security Solutions, Inc., 10.00%, 6/1/2017		275,000		305,250

				3,118,155

Air Freight & Logistics - 0.18%
FedEx Corp., 8.00%, 1/15/2019		785,000		1,011,511
United Parcel Service, Inc., 6.20%, 1/15/2038		645,000		770,202

				1,781,713

Airlines - 0.46%
Continental Airlines, Inc.^4, 6.75%, 9/15/2015		565,000		588,306
Delta Air Lines Pass-Through Trust, Series 2001-1, Class A-2, 7.111%, 9/18/2011		340,000		356,150
Delta Air Lines Pass-Through Trust, Series 2007-1, Class A, 6.821%, 8/10/2022		329,086		355,413
Delta Air Lines, Inc.^4, 9.50%, 9/15/2014		445,000		489,500
Southwest Airlines Co., 5.25%, 10/1/2014		945,000		1,019,537
Southwest Airlines Co., 5.75%, 12/15/2016		1,580,000		1,731,227

				4,540,133

Building Products - 0.10%
Building Materials Corp. of America^4, 6.875%, 8/15/2018		340,000		340,000
Building Materials Corp. of America^4, 7.50%, 3/15/2020		215,000		219,837
Owens Corning, 9.00%, 6/15/2019		335,000		406,098

				965,935

Commercial Services & Supplies - 0.26%
ACCO Brands Corp., 10.625%, 3/15/2015		250,000		282,188
Clean Harbors, Inc., 7.625%, 8/15/2016		414,000		437,287
Garda World Security Corp. (Canada)^4, 9.75%, 3/15/2017		425,000		452,625
Waste Management, Inc., 7.375%, 3/11/2019		1,110,000		1,398,092

				2,570,192


The accompanying notes are an integral part of the financial statements.			100

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Industrial Conglomerates - 0.83%
GE Capital Trust I⁵, 6.375%, 11/15/2067	$	895,000	$	884,931
General Electric Capital Corp., 5.625%, 5/1/2018		460,000		514,054
General Electric Capital Corp., 5.50%, 1/8/2020		2,785,000		3,065,461
General Electric Capital Corp., Series A, 6.75%, 3/15/2032		1,545,000		1,723,325
General Electric Co., 5.25%, 12/6/2017		765,000		861,288
Textron, Inc., 7.25%, 10/1/2019		940,000		1,118,805

				8,167,864

Machinery - 0.29%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		815,000		1,027,881
John Deere Capital Corp., 5.50%, 4/13/2017		275,000		320,573
John Deere Capital Corp., 5.75%, 9/10/2018		1,295,000		1,525,248

				2,873,702

Marine - 0.11%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc. (Marshall Island)⁴, 8.875%, 11/1/2017		805,000		859,337
United Maritime Group LLC - United Maritime Group Finance Corp., 11.75%, 6/15/2015		245,000		244,694

				1,104,031

Road & Rail - 0.53%
CSX Corp., 6.00%, 10/1/2036		1,605,000		1,708,124
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		2,300,000		2,328,322
RailAmerica, Inc., 9.25%, 7/1/2017		285,000		315,638
Union Pacific Corp., 5.65%, 5/1/2017		700,000		807,965

				5,160,049

Total Industrials				30,281,774

Information Technology - 0.76%
Communications Equipment - 0.29%
Alcatel-Lucent USA, Inc., 6.45%, 3/15/2029		540,000		450,900
Cisco Systems, Inc., 5.90%, 2/15/2039		1,045,000		1,174,467
Hughes Network Systems LLC - HNS Finance Corp., 9.50%, 4/15/2014		650,000		677,625
Nokia Corp. (Finland), 5.375%, 5/15/2019		460,000		512,020

				2,815,012

Computers & Peripherals - 0.14%
International Business Machines Corp., 5.60%, 11/30/2039		1,271,000		1,416,565

IT Services - 0.15%
The Western Union Co., 5.253%, 4/1/2020		1,350,000		1,474,884


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Semiconductors & Semiconductor Equipment - 0.11%
Advanced Micro Devices, Inc., 8.125%, 12/15/2017	$	300,000	$	324,000
Advanced Micro Devices, Inc.⁴, 7.75%, 8/1/2020		240,000		254,400
MagnaChip Semiconductor S.A. - MagnaChip Semiconductor Finance Co.⁴, 10.50%, 4/15/2018		455,000		487,988

				1,066,388

Software - 0.07%
Microsoft Corp., 5.20%, 6/1/2039		690,000		732,648

Total Information Technology				7,505,497

Materials - 1.54%
Chemicals - 0.22%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		855,000		1,024,118
Ferro Corp., 7.875%, 8/15/2018		555,000		590,381
Rhodia S.A. (France)⁴, 6.875%, 9/15/2020		570,000		599,213

				2,213,712

Containers & Packaging - 0.05%
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC⁴, 8.50%, 5/15/2018		480,000		490,800

Metals & Mining - 0.63%
Alcoa, Inc., 5.72%, 2/23/2019		3,122,000		3,198,370
Alcoa, Inc., 5.87%, 2/23/2022		1,280,000		1,307,463
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		830,000		1,029,096
Steel Dynamics, Inc., 7.75%, 4/15/2016		610,000		651,175

				6,186,104

Paper & Forest Products - 0.64%
Georgia-Pacific LLC⁴, 8.25%, 5/1/2016		290,000		332,775
International Paper Co., 9.375%, 5/15/2019		2,562,000		3,383,198
International Paper Co., 7.50%, 8/15/2021		2,120,000		2,585,213

				6,301,186

Total Materials				15,191,802

Telecommunication Services - 0.57%
Diversified Telecommunication Services - 0.23%
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015		130,000		144,300
Clearwire Communications LLC - Clearwire Finance, Inc.⁴, 12.00%, 12/1/2015		310,000		343,325
Inmarsat Finance plc (United Kingdom)⁴, 7.375%, 12/1/2017		575,000		615,250
Intelsat Subsidiary Holding Co. Ltd. (Bermuda)⁴, 8.875%, 1/15/2015		535,000		551,050


The accompanying notes are an integral part of the financial statements.			102

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount/ Shares		Value (Note 2)

CORPORATE BONDS (continued)

Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Diversified Telecommunication Services (continued)
Wind Acquisition Finance S.A. (Luxembourg)⁴, 11.75%, 7/15/2017	$	585,000	$	666,900

				2,320,825

Wireless Telecommunication Services - 0.34%
CC Holdings GS V LLC - Crown Castle GS III Corp.⁴, 7.75%, 5/1/2017		465,000		521,962
Crown Castle Towers LLC⁴, 6.113%, 1/15/2020		1,045,000		1,162,248
Crown Castle Towers LLC⁴, 4.883%, 8/15/2020		353,000		359,623
NII Capital Corp., 8.875%, 12/15/2019		590,000		656,375
SBA Tower Trust⁴, 5.101%, 4/15/2017		575,000		618,475

				3,318,683

Total Telecommunication Services				5,639,508

Utilities - 0.46%
Electric Utilities - 0.38%
Allegheny Energy Supply Co. LLC^4, 5.75%, 10/15/2019		1,660,000		1,741,088
Exelon Generation Co. LLC, 5.35%, 1/15/2014		895,000		994,762
Southwestern Electric Power Co., 6.45%, 1/15/2019		880,000		998,838

				3,734,688

Independent Power Producers & Energy Traders - 0.06%
Mirant Mid Atlantic Pass-Through Trust, Series B, 9.125%, 6/30/2017		319,346		343,297
North American Energy Alliance LLC - North American Energy Alliance Finance Corp.⁴, 10.875%, 6/1/2016		250,000		277,500

				620,797

Multi-Utilities - 0.02%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		135,000		155,466

Total Utilities				4,510,951

Total Non-Convertible Corporate Bonds (Identified Cost $181,677,016)				196,601,232

TOTAL CORPORATE BONDS (Identified Cost $182,851,234)				197,856,488


MUTUAL FUNDS - 1.94%

iShares Dow Jones US Real Estate Index Fund		880		48,330
iShares iBoxx High Yield Corporate Bond Fund		105,941		9,613,086
iShares iBoxx Investment Grade Corporate Bond Fund		83,883		9,425,094

TOTAL MUTUAL FUNDS (Identified Cost $17,854,437)				19,086,510


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount		Value (Note 2)

U.S. TREASURY SECURITIES - 5.28%

U.S. Treasury Notes - 5.28%
U.S. Treasury Note, 2.375%, 2/28/2015	$	8,985,000	$	9,519,158
U.S. Treasury Note, 2.50%, 4/30/2015		25,000,000		26,634,775
U.S. Treasury Note, 2.125%, 5/31/2015		124,000		129,958
U.S. Treasury Note, 4.00%, 8/15/2018		10,150,000		11,523,417
U.S. Treasury Note, 2.75%, 2/15/2019		4,000,000		4,142,812

TOTAL U.S. TREASURY SECURITIES (Identified Cost $48,370,925)				51,950,120


ASSET-BACKED SECURITIES - 0.13%

Hertz Vehicle Financing LLC, Series 2009-2A, Class A2⁴, 5.29%, 3/25/2016		470,000		520,533
Hertz Vehicle Financing LLC, Series 2010-1A, Class A2⁴, 3.74%, 2/25/2017		700,000		733,254

TOTAL ASSET-BACKED SECURITIES (Identified Cost $1,169,738)				1,253,787


COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.42%
Banc of America Commercial Mortgage, Inc., Series 2006-2, Class A4⁵, 5.740%, 5/10/2045		125,000		139,334
Banc of America Commercial Mortgage, Inc., Series 2006-4, Class A4, 5.634%, 7/10/2046		100,000		107,976
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		100,000		106,899
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A4⁵, 5.723%, 9/11/2038		130,000		145,431
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.540%, 9/11/2041		125,000		136,622
Citigroup Commercial Mortgage Trust, Series 2006-C4, Class A3⁵, 5.728%, 3/15/2049		160,000		175,031
Commercial Mortgage Pass-Through Certificates, Series 2006-C7, Class A4⁵, 5.767%, 6/10/2046		270,000		299,151
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A1^4,7, 3.156%, 11/1/2015		250,000		257,499
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A4⁵, 5.198%, 12/15/2044		225,000		248,012
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A4⁵, 5.872%, 4/15/2045		115,000		127,594
LB-UBS Commercial Mortgage Trust, Series 2006-C4, Class A4⁵, 5.881%, 6/15/2038		175,000		192,346
Merrill Lynch - Countrywide Commercial Mortgage Trust, Series 2006-3, Class A4⁵, 5.414%, 7/12/2046		175,000		186,905
Morgan Stanley Capital I, Series 2005-HQ7, Class A4⁵, 5.206%, 11/14/2042		125,000		137,506
OBP Depositor LLC Trust, Series 2010-OBP, Class A⁴, 4.646%, 7/15/2045		115,000		123,399
Vornado DP LLC, Series 2010-VNO, Class A2FX⁴, 4.004%, 9/13/2028		350,000		354,237


The accompanying notes are an integral part of the financial statements.			104

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount		Value (Note 2)

COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)

Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A4⁵, 5.202%, 10/15/2044	$	225,000	$	248,516
Wachovia Bank Commercial Mortgage Trust, Series 2006-C25, Class A4⁵, 5.737%, 5/15/2043		215,000		238,294
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A3⁵, 6.011%, 6/15/2045		250,000		275,704
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A2^4,7, 4.393%, 11/18/2043		600,000		617,965

TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $3,986,777)				4,118,421


FOREIGN GOVERNMENT BONDS - 0.10%

Hellenic Republic Government Bond (Greece), 6.00%, 7/19/2019 (Identified Cost $1,264,965)		975,000		982,382


U.S. GOVERNMENT AGENCIES - 12.28%

Mortgage-Backed Securities - 4.10%
Fannie Mae, Pool #621881, 5.50%, 1/1/2017		901		978
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		3,712,257		4,034,479
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		229,438		249,855
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		282,103		307,158
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		2,233,321		2,427,173
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		374,118		407,346
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		3,916,714		4,256,683
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		239,827		260,068
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		13,000,000		14,136,630
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		1,205,324		1,309,758
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		384,110		418,824
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		259,323		282,760
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		214,494		233,477
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		375,695		409,649
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		188,254		203,741
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038		10,586,356		11,425,939

Total Mortgage-Backed Securities (Identified Cost $40,240,057)				40,364,518

Other Agencies - 8.18%
Fannie Mae, 4.375%, 10/15/2015		12,800,000		14,614,502
Fannie Mae, 1.625%, 10/26/2015		16,000,000		16,152,512
Fannie Mae, 5.00%, 5/11/2017		75,000		88,746
Fannie Mae, 6.25%, 5/15/2029		4,472,000		5,776,693
Fannie Mae, 7.25%, 5/15/2030		4,021,000		5,730,488
Fannie Mae, 6.625%, 11/15/2030		4,268,000		5,709,735


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Extended Term Series	Principal Amount/ Shares		Value (Note 2)

U.S. GOVERNMENT AGENCIES (continued)

Other Agencies (continued)
Freddie Mac, 2.875%, 2/9/2015	$	1,000,000	$	1,072,204
Freddie Mac, 1.75%, 9/10/2015		9,000,000		9,154,467
Freddie Mac, 3.75%, 3/27/2019		15,740,000		17,215,420
Freddie Mac, 6.75%, 3/15/2031		1,841,000		2,510,279
Freddie Mac, 6.25%, 7/15/2032		1,931,000		2,520,523

Total Other Agencies (Identified Cost $77,718,191)				80,545,569

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $117,958,248)				120,910,087


SHORT-TERM INVESTMENTS - 2.31%

Dreyfus Cash Management, Inc. - Institutional Shares⁸, 0.16%, (Identified Cost $22,700,876)		22,700,876		22,700,876

TOTAL INVESTMENTS - 98.30% (Identified Cost $897,437,148)				967,553,834
OTHER ASSETS, LESS LIABILITIES - 1.70%				16,760,612

NET ASSETS - 100%			$	984,314,446

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS OPEN AT OCTOBER 31, 2010⁹:


Settlement Date	Contracts to Deliver		In Exchange For	Contracts At Value	Unrealized Depreciation
11/30/2010	EUR	1,040,000	$1,435,772	$1,446,934	$	(11,162	)

ADR	- American Depository Receipt

EUR	- Euro currency

NVDR	- Non-Voting Depository Receipt

*	Non-income producing security

**	Less than 0.01%

¹	International Fair Value factor from pricing service was applied.

²	The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

³	Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁴

Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid. These securities amount to $26,696,064, or 2.71%, of the Series’ net assets as of October 31, 2010.

⁵	The coupon rate is floating and is the stated rate as of October 31, 2010.

⁶	Security insured under the Federal Deposit Insurance Corporation Temporary Liquidity Guarantee Program.

⁷	Security has been valued at fair value.

⁸	Rate shown is the current yield as of October 31, 2010.

⁹	The 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.			106

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

October 31, 2010


ASSETS:

Investments, at value (identified cost $897,437,148) (Note 2)	$	967,553,834
Cash		405,250
Receivable for securities sold		16,803,789
Interest receivable		4,387,933
Receivable for fund shares sold		1,258,960
Dividends receivable		276,201
Foreign tax reclaims receivable		240,187


TOTAL ASSETS		990,926,154


LIABILITIES:

Accrued management fees (Note 3)		632,341
Accrued shareholder services fees (Class S) (Class R) (Note 3)		140,411
Accrued fund accounting and administration fees (Note 3)		39,423
Accrued transfer agent fees (Note 3)		26,789
Accrued distribution and services (Rule 12b-1) fees (Class C) (Note 3)		23,353
Accrued directors’ fees (Note 3)		2,043
Accrued Chief Compliance Officer service fees (Note 3)		247
Payable for securities purchased		5,015,720
Payable for fund shares repurchased		630,124
Audit fees payable		33,778
Unrealized depreciation on foreign forward currency contracts (Note 2)		11,162
Other payables and accrued expenses		56,317


TOTAL LIABILITIES		6,611,708


TOTAL NET ASSETS	$	984,314,446


NET ASSETS CONSIST OF:

Capital stock	$	745,057
Additional paid-in-capital		916,654,743
Undistributed net investment income		6,992,979
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(10,204,269	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		70,125,936


TOTAL NET ASSETS	$	984,314,446


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

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

October 31, 2010


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($676,524,218/44,622,378 shares)	$	15.16


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($278,210,218/27,129,133 shares)	$	10.26


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($29,467,609/2,744,149 shares)	$	10.74


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($112,401/10,014 shares)	$	11.22


The accompanying notes are an integral part of the financial statements.			108

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

For the Year Ended October 31, 2010


INVESTMENT INCOME:

Interest	$	13,038,615
Dividends (net of foreign taxes withheld, $205,941)		7,311,824


Total Investment Income		20,350,439


EXPENSES:

Management fees (Note 3)		5,882,589
Shareholder services fees (Class S) (Note 3)		1,484,090
Fund accounting and administration fees (Note 3)		165,536
Transfer agent fees (Note 3)		106,433
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		106,426
Directors’ fees (Note 3)		17,151
Chief Compliance Officer service fees (Note 3)		2,724
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		25
Custodian fees		76,300
Miscellaneous		227,399


Total Expenses		8,068,673
Less reduction of expenses (Note 3)		(758	)


Net Expenses		8,067,915


NET INVESTMENT INCOME		12,282,524


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

Net realized gain (loss) on-
Investments		44,652,111
Foreign currency and translation of other assets and liabilities		(16,775	)
Forward foreign currency exchange contracts		(14,232	)

		44,621,104


Net change in unrealized appreciation (depreciation) on-
Investments		55,601,958
Foreign currency and translation of other assets and liabilities		2,632
Forward foreign currency exchange contracts		(11,162	)

		55,593,428

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		100,214,532


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	112,497,056


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

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


	For the Year Ended 10/31/10			For the Year Ended 10/31/09
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	12,282,524		$	6,906,566
Net realized gain (loss) on investments and foreign currency		44,621,104			(47,544,092	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		55,593,428			109,759,591


Net increase from operations		112,497,056			69,122,065


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(6,793,985	)		(7,399,150	)
From net investment income (Class C)		(75,511	)		—
From net investment income (Class I)		(2,848,491	)		(270,130	)


Total distributions to shareholders		(9,717,987	)		(7,669,280	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		271,820,376			122,302,231


Net increase in net assets		374,599,445			183,755,016

NET ASSETS:

Beginning of year		609,715,001			425,959,985


End of year (including undistributed net investment income of $6,992,979 and $4,449,612, respectively)	$	984,314,446		$	609,715,001


The accompanying notes are an integral part of the financial statements.			110

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


	For the Years Ended
	10/31/10			10/31/09			10/31/08			10/31/07			10/31/06
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.32		$	11.75		$	17.82		$	17.12		$	15.82

Income (loss) from investment operations:
Net investment income		0.22	¹		0.17	¹		0.22			0.22			0.21
Net realized and unrealized gain (loss) on investments		1.78			1.60			(4.36	)		1.88			2.18

Total from investment operations		2.00			1.77			(4.14	)		2.10			2.39

Less distributions to shareholders:
From net investment income		(0.16	)		(0.20	)		(0.21	)		(0.25	)		(0.14	)
From net realized gain on investments		—			—			(1.72	)		(1.15	)		(0.95	)

Total distributions to shareholders		(0.16	)		(0.20	)		(1.93	)		(1.40	)		(1.09	)

Net asset value - End of year	$	15.16		$	13.32		$	11.75		$	17.82		$	17.12

Net assets - End of year (000’s omitted)	$	676,524		$	511,700		$	424,876		$	596,991		$	484,003

Total return²		15.17	%		15.47	%		(25.70	%)		12.95	%		16.03	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.07	%		1.10	%		1.10	%		1.11	%		1.14	%
Net investment income		1.52	%		1.48	%		1.50	%		1.37	%		1.42	%
Series portfolio turnover		62	%		62	%		76	%		82	%		82	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some years and in some years 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 been increased by the following amount:
		0.00	%³		0.01	%		0.00	%³		N/A			N/A

¹	Calculated based on average shares outstanding during the year.

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

³	Less than 0.01%.


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

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


	For the Years Ended						For the Period 3/28/08¹to 10/31/08
	10/31/10			10/31/09			For the Period 3/28/08¹to 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.08		$	8.10		$	10.00

Income (loss) from investment operations:
Net investment income		0.17	²		0.13	²		0.08
Net realized and unrealized gain (loss) on investments		1.22			1.10			(1.91	)

Total from investment operations		1.39			1.23			(1.83	)

Less distributions to shareholders:
From net investment income		(0.21	)		(0.25	)		(0.07	)

Net asset value - End of period	$	10.26		$	9.08		$	8.10

Net assets - End of period (000’s omitted)	$	278,210		$	98,015		$	1,084

Total return³		15.39	%		15.82	%		(18.46	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.83	%		0.85	%		0.85	%⁴
Net investment income		1.76	%		1.59	%		1.62	%⁴
Series portfolio turnover		62	%		62	%		76	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods 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 been increased by the following amount:

		0.00	%⁵		0.00	%⁵		0.02	%⁴

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.

⁵	Less than 0.01%.


The accompanying notes are an integral part of the financial statements.			112

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


	For the Period 1/4/10¹to 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.00

Income from investment operations:
Net investment income		0.06	²
Net realized and unrealized gain on investments		0.73

Total from investment operations		0.79

Less distributions to shareholders:
From net investment income		(0.05	)

Net asset value - End of period	$	10.74

Net assets - End of period (000’s omitted)	$	29,468

Total return³		7.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.83	%⁴
Net investment income		0.75	%⁴
Series portfolio turnover		62	%

*	The investment advisor did not impose all or a portion of other fees during the period and 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 been increased by the following amount:


			0.00	%^4,5

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.

⁵	Less than 0.01%.


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

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


	For the Period 6/30/10¹to 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.00

Income from investment operations:
Net investment income		0.02	²
Net realized and unrealized gain on investments		1.20

Total from investment operations		1.22

Net asset value - End of period	$	11.22

Net assets - End of period (000’s omitted)	$	112

Total return³		12.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.33	%⁴
Net investment income		0.43	%⁴
Series portfolio turnover		62	%

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.


The accompanying notes are an integral part of the financial statements.			114

Performance Update - Pro-Blend^® Maximum Term Series (unaudited)

Average Annual Total Returns
As of October 31, 2010

One
Year

Five
Year

Ten
Year

Since
Inception¹

Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S²

17.17

4.23

5.17

9.09

Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class I^2,3

17.47

4.49

5.49

9.43

Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class C^2,3

16.31

3.47

4.45

8.35

Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class R^2,3

17.02

4.01

4.98

8.90

Russell 3000^® Index^4,6

18.34

2.08

0.62

6.92

20%/65%/15% Blended Index^4,5,6

15.94

3.76

2.61

6.94

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S for the ten years ended October 31, 2010 to the Russell 3000^® Index and a 20%/65%/15% Blended Index.

LOGO

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

The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2010, this net expense ratio was 1.10% for Class S, 0.85% for Class I, 1.85% for Class C and 1.35% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.10% for Class S, 0.85% for Class I, 1.86% for Class C and 1.35% for Class R for the year ended October 31, 2010.

For periods prior to the inception of Class I on March 28, 2008, Class C on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Pro-Blend^® Maximum Term Series - Class S adjusted for expense differences.

⁴

⁵

The 20%/65%/15% Blended Index is 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 65% Russell 3000^® Index, and 15% Barclays Capital U.S. Aggregate Bond Index. The MSCI All Country World Index ex U.S. is a free float-adjusted market capitalization weighted index that is designed to measure equity market performance in the global developed and emerging markets and consists of 47 developed and emerging market country indices outside the United States. The Index is denominated in U.S. Dollars. The Index returns assume daily reinvestment of gross dividends (which do not account for foreign dividend taxation) from the inception of the Series through December 31, 1998, as net returns were not available. Subsequent to December 31, 1998, the Index returns assume daily reinvestment of net dividends (thus accounting for foreign dividend taxation). The Barclays Capital U.S.Aggregate Bond Index is an unmanaged index that represents the U.S. domestic investment-grade bond market. It is a market value weighted index of investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities of one year or more. The Index returns assume reinvestment of income. Both Indices’ returns, unlike Series returns, do not reflect any fees or expenses.

⁶	Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices’ portfolios.


115

Shareholder Expense Example - Pro-Blend^® Maximum Term Series (unaudited)

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning Account Value 5/1/10*		Ending Account Value 10/31/10		Expenses Paid During Period 5/1/10-10/31/10**		Annualized Expense ratio
Class S
Actual	$	1,000.00	$	1,018.70	$	5.60		1.10	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.66	$	5.60		1.10	%
Class I
Actual	$	1,000.00	$	1,019.50	$	4.33		0.85	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.92	$	4.33		0.85	%
Class C
Actual	$	1,000.00	$	1,013.20	$	9.39		1.85	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,015.88	$	9.40		1.85	%
Class R
Actual	$	1,000.00	$	1,164.00	$	4.92		1.35	%
Hypothetical (5% return before expenses)	$	1,000.00	$	1,012.30	$	4.58		1.35	%

*	Class R inception date was June 30, 2010.


			116

Shareholder Expense Example - Pro-Blend^® Maximum Term Series (unaudited)


117

Portfolio Composition - Pro-Blend^® Maximum Term Series (unaudited)

As Of October 31, 2010

LOGO


Sector Allocation³
Information Technology	17.91	%
Industrials	13.72	%
Financials	13.39	%
Health Care	11.45	%
Consumer Discretionary	10.32	%
Consumer Staples	7.96	%
Energy	7.44	%
Materials	4.47	%
Telecommunication Services	0.21	%
Utilities	0.19	%

³ Including common stocks, preferred stocks, warrants and corporate bonds, as a percentage of total investments.


Top Ten Stock Holdings⁴
Google, Inc. - Class A	2.52	%
Monsanto Co.	2.32	%
The Charles Schwab Corp.	2.19	%
Hess Corp.	2.03	%
United Parcel Service, Inc. - Class B	1.83	%
Cisco Systems, Inc.	1.81	%
Becton, Dickinson and Co.	1.70	%
Alere, Inc.	1.70	%
The Progressive Corp.	1.68	%
Time Warner, Inc.	1.66	%

⁴As a percentage of total investments.


			118

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS - 87.04%

Consumer Discretionary - 10.37%
Auto Components - 0.05%
Hankook Tire Co. Ltd. (South Korea)¹		15,270	$	397,736

Automobiles - 0.05%
Suzuki Motor Corp. (Japan)¹		4,600		112,270
Yamaha Motor Co. Ltd. (Japan)*^,1		18,000		276,186

				388,456

Distributors - 0.05%
Inchcape plc (United Kingdom)*^,1		65,700		367,150

Hotels, Restaurants & Leisure - 0.14%
Accor S.A. (France)¹		2,100		86,180
Choice Hotels International, Inc.		9,450		359,383
Club Mediterranee S.A. (France)*^,1		6,455		126,369
Hyatt Hotels Corp. - Class A*		3,650		147,095
Wendy’s - Arby’s Group, Inc. - Class A		74,540		342,884

				1,061,911

Household Durables - 0.25%
Corporacion Geo S.A.B. de C.V. - Class B (Mexico)*		66,310		210,508
Harman International Industries, Inc.*		8,420		282,491
Lennar Corp. - Class A		11,080		160,771
LG Electronics, Inc. (South Korea)¹		2,780		244,798
NVR, Inc.*		330		207,045
Rodobens Negocios Imobiliarios S.A. (Brazil)		55,190		571,278
Tupperware Brands Corp.		3,880		173,863

				1,850,754

Leisure Equipment & Products - 0.02%
Sankyo Co. Ltd. (Japan)¹		2,100		111,886

Media - 8.34%
Discovery Communications, Inc. - Class A*		188,150		8,393,372
Gestevision Telecinco S.A. (Spain)¹		47,880		610,988
Grupo Televisa S.A. - ADR (Mexico)		17,470		392,201
Imax Corp. (Canada)*		17,950		388,617
Liberty Global, Inc. - Class A*		121,310		4,584,305
Mediacom Communications Corp. - Class A*		24,070		166,083
Mediaset S.p.A. (Italy)¹		520,480		3,842,810
Reed Elsevier plc (United Kingdom)¹		843,130		7,233,535
Reed Elsevier plc - ADR (United Kingdom)		5,125		175,839
Societe Television Francaise 1 (France)¹		39,080		640,526
Time Warner, Inc.		378,330		12,299,508
Virgin Media, Inc. (United Kingdom)		206,610		5,254,092
The Walt Disney Co.		215,200		7,770,872


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Discretionary (continued)
Media (continued)
The Washington Post Co. - Class B		23,720	$	9,538,998
Wolters Kluwer N.V. (Netherlands)¹		9,750		222,250

				61,513,996

Multiline Retail - 0.09%
Marks & Spencer Group plc (United Kingdom)¹		48,350		331,361
PPR (France)¹		1,965		323,190

				654,551

Specialty Retail - 1.32%
Chico’s FAS, Inc.		15,650		152,118
Dick’s Sporting Goods, Inc.*		189,430		5,459,373
The Finish Line, Inc. - Class A		12,710		194,463
KOMERI Co. Ltd. (Japan)¹		5,400		112,168
Lumber Liquidators Holdings, Inc.*		9,950		239,596
The Sherwin-Williams Co.		48,550		3,542,693

				9,700,411

Textiles, Apparel & Luxury Goods - 0.06%
Adidas AG (Germany)¹		4,050		263,785
Skechers U.S.A., Inc. - Class A*		8,410		163,491

				427,276

Total Consumer Discretionary				76,474,127

Consumer Staples - 7.96%
Beverages - 2.27%
The Coca-Cola Co.		138,180		8,473,198
Diageo plc (United Kingdom)¹		13,970		257,714
Heineken N.V. (Netherlands)¹		9,410		477,701
Kirin Holdings Co. Ltd. (Japan)¹		18,000		246,667
PepsiCo, Inc.		111,220		7,262,666

				16,717,946

Food & Staples Retailing - 2.00%
BJ’s Wholesale Club, Inc.*		6,090		254,136
Carrefour S.A. (France)¹		24,970		1,351,965
Casino Guichard-Perrachon S.A. (France)¹		2,880		270,954
The Kroger Co.		264,850		5,826,700
Safeway, Inc.		255,280		5,845,912
SUPERVALU, Inc.		22,920		247,307
Tesco plc (United Kingdom)¹		135,710		928,753

				14,725,727


The accompanying notes are an integral part of the financial statements.			120

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Consumer Staples (continued)
Food Products - 3.57%
Danone S.A. (France)¹		8,770	$	556,067
Diamond Foods, Inc.		4,020		177,684
Flowers Foods, Inc.		13,620		347,038
General Mills, Inc.		107,740		4,044,560
Kellogg Co.		70,630		3,549,864
Nestle S.A. (Switzerland)¹		153,290		8,396,382
Sanderson Farms, Inc.		4,300		180,514
Suedzucker AG (Germany)¹		6,820		161,026
Unilever plc - ADR (United Kingdom)		308,944		8,965,555

				26,378,690

Household Products - 0.05%
Reckitt Benckiser Group plc (United Kingdom)¹		6,700		374,321

Personal Products - 0.07%
Alberto-Culver Co.		7,930		295,710
Beiersdorf AG (Germany)¹		2,440		158,967
Kao Corp. (Japan)¹		3,900		99,126

				553,803

Total Consumer Staples				58,750,487

Energy - 7.48%
Energy Equipment & Services - 3.83%
Baker Hughes, Inc.		190,947		8,846,575
Calfrac Well Services Ltd. (Canada)		24,560		617,432
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*^,1		16,850		393,596
Dril-Quip, Inc.*		5,320		367,612
Schlumberger Ltd.		129,100		9,022,799
Trican Well Service Ltd. (Canada)		44,200		766,208
Weatherford International Ltd. (Switzerland)*		490,726		8,249,104

				28,263,326

Oil, Gas & Consumable Fuels - 3.65%
Cameco Corp. (Canada)		309,730		9,589,241
Forest Oil Corp.*		4,710		144,738
Hess Corp.		239,040		15,066,691
Mariner Energy, Inc.*		7,125		177,555
Paladin Energy Ltd. (Australia)*		88,080		357,536
Repsol YPF S.A. (Spain)¹		5,700		158,064
Royal Dutch Shell plc - Class B (Netherlands)¹		7,474		239,182
Royal Dutch Shell plc - Class B - ADR (Netherlands)		7,420		477,254
Talisman Energy, Inc. (Canada)		23,710		429,844


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Total S.A. (France)¹		4,820	$	262,373

				26,902,478

Total Energy				55,165,804

Financials - 13.11%
Capital Markets - 4.93%
The Bank of New York Mellon Corp.²		477,920		11,976,675
The Charles Schwab Corp.		1,053,970		16,231,138
Credit Suisse Group AG - ADR (Switzerland)		3,250		134,875
Daiwa Securities Group, Inc. (Japan)¹		4,000		16,309
Evercore Partners, Inc. - Class A		5,420		164,551
Financial Engines, Inc.*		9,590		141,261
GAM Holding AG (Switzerland)*^,1		36,170		571,447
The Goldman Sachs Group, Inc.		2,050		329,948
Greenhill & Co., Inc.		1,880		146,020
Lazard Ltd. - Class A (Bermuda)		4,250		156,825
Nomura Holdings, Inc. (Japan)¹		7,000		35,971
Northern Trust Corp.		120,670		5,988,852
State Street Corp.		11,370		474,811

				36,368,683

Commercial Banks - 1.48%
Banco Santander S.A. (Spain)¹		15,870		203,701
Banco Santander S.A. - ADR (Spain)		36,050		461,800
Barclays plc - ADR (United Kingdom)		6,310		111,372
BNP Paribas (France)¹		2,163		158,215
The Chugoku Bank Ltd. (Japan)¹		11,100		128,752
Credit Agricole S.A. (France)¹		5,240		85,940
First Commonwealth Financial Corp.		114,370		665,633
First Financial Bancorp		18,000		303,120
The Hachijuni Bank Ltd. (Japan)¹		20,400		104,686
Hong Leong Financial Group Berhad (Malaysia)¹		69,020		202,512
HSBC Holdings plc (United Kingdom)¹		669,070		6,963,480
HSBC Holdings plc - ADR (United Kingdom)		8,775		457,265
ICICI Bank Ltd. - ADR (India)		4,810		252,910
Mitsubishi UFJ Financial Group, Inc. (Japan)¹		14,000		64,974
Societe Generale - ADR (France)³		12,660		151,034
The Sumitomo Trust & Banking Co. Ltd. (Japan)¹		19,000		103,736
U.S. Bancorp		20,630		498,833

				10,917,963

Consumer Finance - 1.53%
American Express Co.		265,990		11,027,945


The accompanying notes are an integral part of the financial statements.			122

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Consumer Finance (continued)
Discover Financial Services		14,140	$	249,571

				11,277,516

Diversified Financial Services - 1.25%
Bank of America Corp.		11,620		132,933
Deutsche Boerse AG (Germany)¹		103,610		7,288,838
Financiere Marc de Lacharriere S.A. (Fimalac) (France)¹		6,420		276,290
ING Groep N.V. (Netherlands)*^,1		5,355		57,292
JPMorgan Chase & Co.		18,951		713,126
Moody’s Corp.		29,080		786,905

				9,255,384

Insurance - 2.37%
Allianz SE (Germany)¹		10,538		1,319,651
The Allstate Corp.		16,340		498,207
Amil Participacoes S.A. (Brazil)		39,510		402,001
AXA S.A. (France)¹		4,615		84,164
Brown & Brown, Inc.		21,890		487,928
Mapfre S.A. (Spain)¹		91,000		302,390
Muenchener Rueckversicherungs AG (MunichRe) (Germany)¹		3,343		522,513
The Progressive Corp.		587,520		12,431,923
Willis Group Holdings plc (United Kingdom)		22,805		725,199
Zurich Financial Services AG (Switzerland)¹		2,910		712,128

				17,486,104

Real Estate Investment Trusts (REITS) - 1.35%
Alexandria Real Estate Equities, Inc.		4,000		293,920
Alstria Office REIT AG (Germany)¹		26,740		372,542
American Campus Communities, Inc.		13,590		429,852
Apartment Investment & Management Co. - Class A		14,700		342,657
Associated Estates Realty Corp.		5,310		73,756
AvalonBay Communities, Inc.		2,540		270,027
BioMed Realty Trust, Inc.		24,670		452,694
Boston Properties, Inc.		4,870		419,745
British Land Co. plc (United Kingdom)¹		9,990		81,563
Camden Property Trust		5,330		264,315
Cogdell Spencer, Inc.		31,400		206,298
Corporate Office Properties Trust		25,750		913,867
DiamondRock Hospitality Co.*		6,740		71,309
Digital Realty Trust, Inc.		4,570		272,966
Douglas Emmett, Inc.		6,740		120,916
DuPont Fabros Technology, Inc.		17,690		444,019
Equity Lifestyle Properties, Inc.		3,820		217,434


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Equity One, Inc.		4,950	$	92,565
Equity Residential		4,790		232,938
HCP, Inc.		7,450		268,274
Health Care REIT, Inc.		4,530		231,483
Healthcare Realty Trust, Inc.		10,300		248,642
Home Properties, Inc.		7,540		410,553
Host Hotels & Resorts, Inc.		19,393		308,155
LaSalle Hotel Properties		10,310		244,244
Lexington Realty Trust		11,260		87,603
Mack-Cali Realty Corp.		2,940		98,725
National Health Investors, Inc.		1,830		84,729
National Retail Properties, Inc.		10,070		272,897
Omega Healthcare Investors, Inc.		11,300		259,900
Pebblebrook Hotel Trust*		12,110		237,235
Public Storage		2,670		264,917
Realty Income Corp.		12,820		439,470
Simon Property Group, Inc.		3,136		301,119
Sovran Self Storage, Inc.		2,930		114,475
Tanger Factory Outlet Centers		4,900		234,808
UDR, Inc.		11,690		262,791

				9,943,403

Real Estate Management & Development - 0.02%
CB Richard Ellis Group, Inc. - Class A*		4,740		86,979
Renhe Commercial Holdings Co. Ltd. (China)¹		186,000		35,578
Thomas Properties Group, Inc.*		11,440		42,786

				165,343

Thrifts & Mortgage Finance - 0.18%
Aareal Bank AG (Germany)*^,1		9,707		236,988
First Niagara Financial Group, Inc.		53,690		636,226
Hudson City Bancorp, Inc.		11,050		128,733
People’s United Financial, Inc.		25,930		319,198

				1,321,145

Total Financials				96,735,541

Health Care - 11.50%
Biotechnology - 0.41%
Acorda Therapeutics, Inc.*		12,360		334,215
Amgen, Inc.*		15,930		911,037
Basilea Pharmaceutica AG (Switzerland)*^,1		8,420		590,665
Celera Corp.*		209,940		1,196,658

				3,032,575


The accompanying notes are an integral part of the financial statements.			124

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Health Care Equipment & Supplies - 7.17%
Abaxis, Inc.*		25,470	$	611,535
Alere, Inc.*		426,509		12,603,341
Becton, Dickinson and Co.		167,130		12,621,658
Boston Scientific Corp.*		1,306,440		8,335,087
Cochlear Ltd. (Australia)¹		18,680		1,301,270
Conceptus, Inc.*		43,970		624,814
Covidien plc (Ireland)		34,620		1,380,299
DENTSPLY International, Inc.		33,500		1,051,565
DexCom, Inc.*		62,704		862,180
Gen-Probe, Inc.*		172,720		8,364,830
Hologic, Inc.*		33,590		538,112
Insulet Corp.*		60,260		961,147
Mindray Medical International Ltd. - ADR (China)		3,470		100,561
Sirona Dental Systems, Inc.*		15,580		586,587
Straumann Holding AG (Switzerland)¹		5,774		1,208,788
Zoll Medical Corp.*		53,950		1,754,993

				52,906,767

Health Care Providers & Services - 0.73%
Bio-Reference Laboratories, Inc.*		30,670		661,245
Bumrungrad Hospital Public Co. Ltd. - NVDR (Thailand)¹		124,000		142,643
Cross Country Healthcare, Inc.*		86,140		628,822
Diagnosticos da America S.A. (Brazil)		133,680		1,623,533
Odontoprev S.A. (Brazil)		46,320		681,056
Sonic Healthcare Ltd. (Australia)¹		157,370		1,678,987

				5,416,286

Health Care Technology - 1.11%
Allscripts Healthcare Solutions, Inc.*		30,080		574,227
Cerner Corp.*		86,593		7,605,463

				8,179,690

Life Sciences Tools & Services - 1.64%
Caliper Life Sciences, Inc.*		267,440		1,203,480
Lonza Group AG (Switzerland)¹		47,920		4,195,047
Sequenom, Inc.*		138,940		882,269
Thermo Fisher Scientific, Inc.*		112,510		5,785,264

				12,066,060

Pharmaceuticals - 0.44%
AstraZeneca plc (United Kingdom)¹		2,175		109,407
AstraZeneca plc - ADR (United Kingdom)		4,000		201,840
Bayer AG (Germany)¹		11,706		873,121
GlaxoSmithKline plc (United Kingdom)¹		14,755		288,130


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Health Care (continued)
Pharmaceuticals (continued)
Sanofi-Aventis S.A. (France)¹		1,987	$	139,213
Santen Pharmaceutical Co. Ltd. (Japan)¹		4,800		165,404
Shire plc (Ireland)¹		16,590		389,322
Takeda Pharmaceutical Co. Ltd. (Japan)¹		2,700		126,566
UCB S.A. (Belgium)¹		24,700		958,163

				3,251,166

Total Health Care				84,852,544

Industrials - 13.73%
Aerospace & Defense - 1.11%
The Boeing Co.		112,880		7,973,843
Empresa Brasileira de Aeronautica S.A. (Embraer) - ADR (Brazil)		7,520		216,952

				8,190,795

Air Freight & Logistics - 3.04%
Atlas Air Worldwide Holdings, Inc.*		5,050		263,913
FedEx Corp.		91,890		8,060,591
TNT N.V. (Netherlands)¹		21,390		568,849
United Parcel Service, Inc. - Class B		201,113		13,542,950

				22,436,303

Airlines - 2.38%
Copa Holdings S.A. - Class A (Panama)		4,600		233,358
Deutsche Lufthansa AG (Germany)*^,1		17,640		377,100
Ryanair Holdings plc - ADR (Ireland)		260,470		8,499,136
Southwest Airlines Co.		611,267		8,411,034

				17,520,628

Commercial Services & Supplies - 1.14%
Tomra Systems ASA (Norway)¹		192,870		1,175,288
Waste Management, Inc.		202,690		7,240,087

				8,415,375

Construction & Engineering - 0.88%
MYR Group, Inc.*		9,090		141,713
Quanta Services, Inc.*		321,700		6,324,622

				6,466,335

Electrical Equipment - 0.25%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)*		37,900		784,151
Alstom S.A. (France)¹		10,550		532,797
Nexans S.A. (France)¹		2,650		189,016
Schneider Electric S.A. (France)¹		2,280		323,947

				1,829,911


The accompanying notes are an integral part of the financial statements.			126

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Industrials (continued)
Industrial Conglomerates - 0.19%
Siemens AG (Germany)¹		12,250	$	1,397,914

Machinery - 1.49%
ArvinMeritor, Inc.*		9,780		162,152
Astec Industries, Inc.*		5,340		157,370
FANUC Ltd. (Japan)¹		1,500		217,155
Lindsay Corp.		3,910		225,412
Pall Corp.		220,420		9,405,321
SmartHeat, Inc. (China)*		8,080		52,439
Titan International, Inc.		20,620		312,805
Wabtec Corp.		6,360		297,902
Westport Innovations, Inc. (Canada)*		8,980		162,718

				10,993,274

Professional Services - 2.09%
Adecco S.A. (Switzerland)¹		94,990		5,314,859
Manpower, Inc.		91,380		5,001,228
Randstad Holding N.V. (Netherlands)*^,1		107,590		5,125,459

				15,441,546

Road & Rail - 1.11%
All America Latina Logistica S.A. (Brazil)		80,870		764,800
Heartland Express, Inc.		20,160		300,586
Norfolk Southern Corp.		109,660		6,742,993
RailAmerica, Inc.*		34,000		394,400

				8,202,779

Transportation Infrastructure - 0.05%
Malaysia Airports Holdings Berhad (Malaysia)¹		183,830		358,851

Total Industrials				101,253,711

Information Technology - 18.00%
Communications Equipment - 4.29%
Alcatel-Lucent - ADR (France)*		282,290		979,546
Cisco Systems, Inc.*		588,800		13,442,304
Infinera Corp.*		100,220		820,802
Juniper Networks, Inc.*		168,258		5,449,877
QUALCOMM, Inc.		221,390		9,991,331
Riverbed Technology, Inc.*		16,480		948,259

				31,632,119

Computers & Peripherals - 1.27%
Apple, Inc.*		1,390		418,209
Compellent Technologies, Inc.*		34,600		874,342
EMC Corp.*		374,870		7,876,019


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Computers & Peripherals (continued)
Immersion Corp.*		27,740	$	170,601

				9,339,171

Electronic Equipment, Instruments & Components - 0.57%
Amphenol Corp. - Class A		48,430		2,427,796
Cogent, Inc.*		85,820		902,826
Hitachi Ltd. (Japan)¹		61,000		275,699
Keyence Corp. (Japan)¹		542		134,282
LoJack Corp.*		100,326		490,594

				4,231,197

Internet Software & Services - 3.25%
comScore, Inc.*		23,000		540,730
Google, Inc. - Class A*		30,439		18,658,803
NetEase.com, Inc. - ADR (China)*		4,190		175,142
Tencent Holdings Ltd. (China)¹		9,900		227,575
VistaPrint N.V. (Netherlands)*		87,620		3,686,173
Vocus, Inc.*		30,720		680,448

				23,968,871


IT Services - 6.39%
Accenture plc - Class A (Ireland)		139,570		6,240,175
Amadeus IT Holding S.A. - Class A (Spain)*^,1		18,020		367,691
Amdocs Ltd. (Guernsey)*		51,820		1,589,838
Automatic Data Processing, Inc.		199,069		8,842,645
Cap Gemini S.A. (France)¹		14,620		746,329
Cielo S.A. (Brazil)		77,190		665,079
MasterCard, Inc. - Class A		36,420		8,742,985
Redecard S.A. (Brazil)		44,990		581,856
Visa, Inc. - Class A		110,180		8,612,771
The Western Union Co.		609,800		10,732,480

				47,121,849

Semiconductors & Semiconductor Equipment - 0.70%
Advantest Corp. (Japan)¹		156,660		2,975,525
Infineon Technologies AG (Germany)*^,1		70,000		550,703
Sumco Corp. (Japan)*^,1		47,600		736,072
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		23,653		258,054
Tokyo Electron Ltd. (Japan)¹		9,300		524,737
Yingli Green Energy Holding Co. Ltd. - ADR (China)*		8,040		93,747

				5,138,838

Software - 1.53%
Adobe Systems, Inc.*		5,310		149,476


The accompanying notes are an integral part of the financial statements.			128

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Information Technology (continued)
Software (continued)
Autodesk, Inc.*		221,550	$	8,015,679
Fortinet, Inc.*		24,950		748,500
Microsoft Corp.		32,170		857,009
Misys plc (United Kingdom)*^,1		46,020		207,204
SAP AG (Germany)¹		6,540		340,729
SolarWinds, Inc.*		42,350		768,652
Square Enix Holdings Co. Ltd. (Japan)¹		10,600		221,384

				11,308,633

Total Information Technology				132,740,678

Materials - 4.49%
Chemicals - 2.53%
Arkema S.A. (France)¹		40		2,585
BASF SE (Germany)¹		5,200		378,101
Calgon Carbon Corp.*		22,488		337,545
Johnson Matthey plc (United Kingdom)¹		7,620		233,682
Monsanto Co.		288,730		17,156,337
The Scotts Miracle-Gro Co. - Class A		4,070		217,338
Shin-Etsu Chemical Co. Ltd. (Japan)¹		6,500		328,679

				18,654,267

Construction Materials - 1.12%
CRH plc (Ireland)¹		26,080		450,032
Eagle Materials, Inc.		8,810		206,683
Martin Marietta Materials, Inc.		47,350		3,810,728
Vulcan Materials Co.		104,240		3,805,802

				8,273,245

Containers & Packaging - 0.83%
Owens-Illinois, Inc.*		217,300		6,090,919

Paper & Forest Products - 0.01%
Norbord, Inc. (Canada)*		7,002		79,913

Total Materials				33,098,344

Telecommunication Services - 0.21%
Diversified Telecommunication Services - 0.14%
France Telecom S.A. (France)¹		13,330		319,830
Swisscom AG - ADR (Switzerland)³		9,116		379,499
Telefonica S.A. - ADR (Spain)		1,700		137,938
Telenor ASA - ADR (Norway)³		3,430		165,326

				1,002,593


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Shares		Value (Note 2)

COMMON STOCKS (continued)

Telecommunication Services (continued)
Wireless Telecommunication Services - 0.07%
SK Telecom Co. Ltd. - ADR (South Korea)		28,400	$	523,412

Total Telecommunication Services				1,526,005

Utilities - 0.19%
Electric Utilities - 0.07%
E.ON AG (Germany)¹		13,630		426,625
Prime Infrastructure Group (Australia)¹		17,760		86,737

				513,362

Independent Power Producers & Energy Traders - 0.03%
Mirant Corp.*		9,630		102,174
RRI Energy, Inc.*		29,060		109,266

				211,440

Multi-Utilities - 0.06%
GDF Suez (France)¹		4,464		178,369
National Grid plc (United Kingdom)¹		24,670		233,292

				411,661

Water Utilities - 0.03%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		15,510		237,808

Total Utilities				1,374,271

TOTAL COMMON STOCKS (Identified Cost $588,396,356)				641,971,512


PREFERRED STOCKS - 0.03%

Consumer Staples - 0.03%
Household Products - 0.03%
Henkel AG & Co. KGaA (Germany)¹ (Identified Cost $134,525)		3,790		223,552


WARRANTS - 0.00%**

Health Care - 0.00%**
Life Sciences Tools & Services - 0.00%**
Caliper Life Sciences, Inc., 8/10/2011* (Identified Cost $2,672)		4,132		145


The accompanying notes are an integral part of the financial statements.			130

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Principal Amount/ Shares		Value (Note 2)

CORPORATE BONDS - 0.39%

Non-Convertible Corporate Bonds - 0.39%
Financials - 0.34%
Capital Markets - 0.12%
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020	$	410,000	$	433,810
Morgan Stanley, 5.50%, 1/26/2020		405,000		421,559

				855,369

Consumer Finance - 0.05%
American Express Co., 8.125%, 5/20/2019		315,000		404,639

Diversified Financial Services - 0.17%
Bank of America Corp., 7.625%, 6/1/2019		340,000		398,024
Citigroup, Inc., 8.50%, 5/22/2019		330,000		414,374
JPMorgan Chase & Co., 4.95%, 3/25/2020		385,000		408,312

				1,220,710

Total Financials				2,480,718

Industrials - 0.05%
Industrial Conglomerates - 0.05%
General Electric Capital Corp., 5.50%, 1/8/2020		375,000		412,764

TOTAL CORPORATE BONDS (Identified Cost $2,658,986)				2,893,482


MUTUAL FUNDS - 0.01%

iShares Dow Jones US Real Estate Index Fund (Identified Cost $42,823)		990		54,371


U.S. TREASURY SECURITIES - 2.43%

U.S. Treasury Notes - 2.43%
U.S. Treasury Note, 4.875%, 4/30/2011	$	6,500,000		6,651,326
U.S. Treasury Note, 2.625%, 6/30/2014		750,000		801,387
U.S. Treasury Note, 2.625%, 12/31/2014		3,000,000		3,210,000
U.S. Treasury Note, 1.25%, 9/30/2015		7,200,000		7,233,754
TOTAL U.S. TREASURY SECURITIES (Identified Cost $17,634,613)				17,896,467


U.S. GOVERNMENT AGENCIES - 7.76%

Other Agencies - 7.76%
Fannie Mae, 4.375%, 10/15/2015		5,000,000		5,708,790
Fannie Mae, 1.625%, 10/26/2015		20,400,000		20,594,453
Fannie Mae, 6.25%, 5/15/2029		4,825,000		6,232,679
Fannie Mae, 7.25%, 5/15/2030		4,330,000		6,170,856
Fannie Mae, 6.625%, 11/15/2030		4,610,000		6,167,263
Freddie Mac, 6.75%, 3/15/2031		4,540,000		6,190,476


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

Investment Portfolio - October 31, 2010


Pro-Blend^® Maximum Term Series	Principal Amount/ Shares		Value (Note 2)

U.S. GOVERNMENT AGENCIES (continued)

Other Agencies (continued)
Freddie Mac, 6.25%, 7/15/2032	$	4,760,000	$	6,213,199

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $54,259,617)				57,277,716


SHORT-TERM INVESTMENTS - 2.81%

Dreyfus Cash Management, Inc. - Institutional Shares^4, 0.16%, (Identified Cost $20,714,253)		20,714,253		20,714,253

TOTAL INVESTMENTS - 100.47% (Identified Cost $683,843,845)				741,031,498
LIABILITIES, LESS OTHER ASSETS - (0.47%)				(3,493,150	)

NET ASSETS - 100%			$	737,538,348

ADR - American Depository Receipt

NVDR - Non-Voting Depository Receipt

*	Non-income producing security

**	Less than 0.01%

¹	International Fair Value factor from pricing service was applied.

²	The Bank of New York Mellon Corp. is the Series’ custodian and serves as sub-accountant and sub-transfer agent to the Series.

³	Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁴	Rate shown is the current yield as of October 31, 2010.


The accompanying notes are an integral part of the financial statements.			132

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

October 31, 2010


ASSETS:

Investments, at value (identified cost $683,843,845) (Note 2)	$	741,031,498
Cash		375,921
Receivable for securities sold		3,357,265
Interest receivable		821,361
Receivable for fund shares sold		672,138
Foreign tax reclaims receivable		481,116
Dividends receivable		367,147


TOTAL ASSETS		747,106,446


LIABILITIES:

Accrued management fees (Note 3)		473,214
Accrued shareholder services fees (Class S) (Note 3)		112,667
Accrued transfer agent fees (Note 3)		41,625
Accrued fund accounting and administration fees (Note 3)		25,648
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		5,960
Accrued directors’ fees (Note 3)		3,034
Accrued Chief Compliance Officer service fees (Note 3)		247
Payable for securities purchased		8,367,296
Payable for fund shares repurchased		440,864
Other payables and accrued expenses		97,543


TOTAL LIABILITIES		9,568,098


TOTAL NET ASSETS	$	737,538,348


NET ASSETS CONSIST OF:

Capital stock	$	541,207
Additional paid-in-capital		732,505,029
Undistributed net investment income		2,043,791
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(54,781,293	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		57,229,614


TOTAL NET ASSETS	$	737,538,348


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

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

October 31, 2010


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($539,780,653/34,614,455 shares)	$	15.59


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($190,343,989/18,803,352 shares)	$	10.12


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($7,382,999/700,214 shares)	$	10.54


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($30,707/2,638 shares)	$	11.64


The accompanying notes are an integral part of the financial statements.			134

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

For the Year Ended October 31, 2010


INVESTMENT INCOME:

Dividends (net of foreign taxes withheld, $395,366)	$	8,951,488
Interest		1,316,987


Total Investment Income		10,268,475


EXPENSES:

Management fees (Note 3)		4,701,062
Shareholder services fees (Class S) (Note 3)		1,247,672
Transfer agent fees (Note 3)		175,528
Fund accounting and administration fees (Note 3)		116,687
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		26,801
Directors’ fees (Note 3)		17,151
Chief Compliance Officer service fees (Note 3)		2,724
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		5
Custodian fees		71,000
Miscellaneous		242,637


Total Expenses		6,601,267
Less reduction of expenses (Note 3)		(20,981	)


Net Expenses		6,580,286


NET INVESTMENT INCOME		3,688,189


REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY:

Net realized gain on-
Investments		41,516,226
Foreign currency and translation of other assets and liabilities		995

		41,517,221


Net change in unrealized appreciation on-
Investments		49,709,128
Foreign currency and translation of other assets and liabilities		22,381

		49,731,509

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY		91,248,730


NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	94,936,919


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

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


	For the Year Ended 10/31/10			For the Year Ended 10/31/09

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income	$	3,688,189		$	2,127,052
Net realized gain (loss) on investments and foreign currency		41,517,221			(50,764,850	)
Net change in unrealized appreciation (depreciation) on investments andforeign currency		49,731,509			114,794,411


Net increase from operations		94,936,919			66,156,613


DISTRIBUTIONS TO SHAREHOLDERS (Note 8):

From net investment income (Class S)		(1,623,955	)		(3,331,521	)
From net investment income (Class C)		(9,558	)		—
From net investment income (Class I)		(967,601	)		(155,094	)


Total distributions to shareholders		(2,601,114	)		(3,486,615	)


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)		149,161,357			88,758,897


Net increase in net assets		241,497,162			151,428,895

NET ASSETS:

Beginning of year		496,041,186			344,612,291


End of year (including undistributed net investment income of $2,043,791 and $964,796, respectively)	$	737,538,348		$	496,041,186


The accompanying notes are an integral part of the financial statements.			136

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


	For the Years Ended
	10/31/10			10/31/09			10/31/08			10/31/07			10/31/06
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of year	$	13.35		$	11.50		$	19.57		$	18.35		$	16.79

Income (loss) from investment operations:
Net investment income		0.08	¹		0.06	¹		0.12			0.11			0.14
Net realized and unrealized gain (loss) on investments		2.21			1.90			(6.22	)		2.41			2.80

Total from investment operations		2.29			1.96			(6.10	)		2.52			2.94

Less distributions to shareholders:
From net investment income		(0.05	)		(0.11	)		(0.10	)		(0.15	)		(0.08	)
From net realized gain on investments		—			—			(1.87	)		(1.15	)		(1.30	)

Total distributions to shareholders		(0.05	)		(0.11	)		(1.97	)		(1.30	)		(1.38	)

Net asset value - End of year	$	15.59		$	13.35		$	11.50		$	19.57		$	18.35

Net assets - End of year (000’s omitted)	$	539,781		$	443,770		$	342,015		$	517,766		$	285,714

Total return²		17.17	%		17.34	%		(34.19	%)		14.37	%		18.87	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.10	%		1.10	%		1.10	%		1.12	%		1.16	%
Net investment income		0.54	%		0.55	%		0.77	%		0.67	%		0.94	%
Series portfolio turnover		68	%		67	%		82	%		61	%		56	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some years and in some years 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 been increased by the following amount:
		0.00	%³		0.03	%		0.04	%		N/A			N/A

¹	Calculated based on average shares outstanding during the year.

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

³	Less than 0.01%.


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

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


	For the Years Ended						For the Period 3/28/08¹to
	10/31/10			10/31/09			10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	8.70		$	7.57		$	10.00

Income (loss) from investment operations:
Net investment income		0.08	²		0.05	²		0.05
Net realized and unrealized gain (loss) on investments		1.43			1.24			(2.44	)

Total from investment operations		1.51			1.29			(2.39	)

Less distributions to shareholders:
From net investment income		(0.09	)		(0.16	)		(0.04	)

Net asset value - End of period	$	10.12		$	8.70		$	7.57

Net assets - End of period (000’s omitted)	$	190,344		$	52,271		$	2,597

Total return³		17.47	%		17.58	%		(24.01	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.85	%		0.85	%		0.85	%⁴
Net investment income		0.81	%		0.68	%		0.88	%⁴
Series portfolio turnover		68	%		67	%		82	%

* The investment advisor did not impose all or a portion of its management fees, CCO fees, fund accounting and transfer agent fees and other fees in some periods and in some periods 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 been increased by the following amount:

		0.00	%⁵		0.02	%		0.08	%⁴

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.

⁵	Less than 0.01%.


The accompanying notes are an integral part of the financial statements.			138

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


	For the Period 1/4/10¹to 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.00

Income (loss) from investment operations:
Net investment loss		(0.01	)²
Net realized and unrealized gain on investments		0.58

Total from investment operations		0.57

Less distributions to shareholders:
From net investment income		(0.03	)

Net asset value - End of period	$	10.54

Net assets - End of period (000’s omitted)	$	7,383

Total return³		5.68	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.85	%⁴
Net investment income		(0.13	%)⁴
Series portfolio turnover		68	%

* The investment advisor did not impose all or a portion of its management fees and other fees during the period and 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 been increased by the following amount:

		0.01	%⁴

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.


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

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


	For the Period 6/30/10¹to 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.00

Income (loss) from investment operations:
Net investment loss		(0.01	)²
Net realized and unrealized gain on investments		1.65

Total from investment operations		1.64

Net asset value - End of period	$	11.64

Net assets - End of period (000’s omitted)	$	31

Total return³		16.40	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.35	%⁴
Net investment income		(0.38	%)⁴
Series portfolio turnover		68	%

¹	Commencement of operations.

²	Calculated based on average shares outstanding during the period.

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

⁴	Annualized.


The accompanying notes are an integral part of the financial statements.			140

Notes to Financial Statements

1.	ORGANIZATION

Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

The Series are asset allocation funds. Each invests in a combination of stocks, bonds and cash and is managed according to specific goals. The goals are as follows: Pro-Blend^® Conservative Term Series - primary goal is preservation of capital; secondary goal is long-term growth of capital. Pro-Blend^® Moderate Term Series - equal emphasis on long-term growth of capital and preservation of capital. Pro-Blend^® Extended Term Series - primary goal is long-term growth of capital; secondary goal is preservation of capital. Pro-Blend^® Maximum Term Series - primary goal is long-term growth of capital.

Each Series is authorized to issue six classes of shares (Class C (formerly Class B), R (formerly Class D), E, I, S and Z). Currently, only Class S, I, C and R shares have been issued. Each class of shares is substantially the same, except that class-specific transfer agency distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

The Fund’s Advisor is Manning & Napier Advisors, Inc. (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 10.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2010, 6.2 billion shares have been designated in total among 29 series, of which 87.5 million have been designated as Pro-Blend^® Conservative Term Series Class S common stock, 75 million have been designated as Pro-Blend^® Conservative Term Series Class I common stock, 125 million each have been designated as Class S common stock and Class I common stock for Pro-Blend^® Moderate Term Series, 125 million each have been designated as Class S common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, 200 million each have been designated as Class I common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, 25 million each have been designated as Class C common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series and 2.5 million each have been designated as Class R common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series.

2.	SIGNIFICANT ACCOUNTING POLICIES

Security Valuation

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 by an independent pricing service. Certain investments in securities held by the Series may be valued on a basis of a price provided by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.


141

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

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


			142

Notes to Financial Statements

SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 2010 in valuing the Series’ assets or liabilities carried at market value:

Pro-Blend^®Conservative Term Series

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*

188,492,186

171,223,305

17,268,881

—

Preferred securities

1,317,305

—

1,317,305

—

Debt securities:

U.S. Treasury and other U.S. Government agencies

324,521,949

—

324,521,949

—

States and political subdivisions (municipals)

—

Corporate debt

279,612,924

—

279,612,924

—

Convertible corporate debt

167,325

—

167,325

—

Asset backed securities

502,530

—

502,530

—

Commercial mortgage backed securities

1,908,926

—

1,476,341

432,585

Foreign government bonds

382,877

—

382,877

—

Mutual funds

32,128,806

—

Other financial instruments**:

—

Total assets:

829,034,828

203,352,111

625,250,132

432,585

Liabilities:

Other financial instruments**:

Forward foreign currency exchange contracts

(4,293

)

—

(4,293

)

—

Total liabilities:

(4,293

)

—

(4,293

)

—

Total

829,030,535

203,352,111

625,245,839

432,585

The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:


Level 3 Reconciliation	Corporate Debt			Commercial Mortgage-Backed Securities
Balance as of October 31, 2009 (market value)	$	51,925		$	—
Accrued discounts/premiums		658			—
Realized gain (loss)		10,214			—
Change in unrealized appreciation (depreciation)***		633			—
Net purchases (sales)		(63,430	)		432,585

Balance as of October 31, 2010 (market value)	$	—		$	432,585


143

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

Pro-Blend^®Moderate Term Series

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*

402,468,490

361,750,306

40,718,184

—

Preferred securities

2,833,561

—

2,833,561

—

Debt securities:

U.S. Treasury and other U.S. Government agencies

231,996,772

—

231,996,772

—

States and political subdivisions (municipals)

—

Corporate debt

265,204,505

—

265,204,505

—

Convertible corporate debt

798,206

—

798,206

—

Asset backed securities

1,093,797

—

1,093,797

—

Commercial mortgage backed securities

4,002,898

—

3,214,980

787,918

Foreign government bonds

987,420

—

987,420

—

Mutual funds

65,154,802

—

Other financial instruments**:

—

Total assets:

974,540,451

426,905,108

546,847,425

787,918

Liabilities:

Other financial instruments**:

Forward foreign currency exchange contracts

(11,161

)

—

(11,161

)

—

Total liabilities:

(11,161

)

—

(11,161

)

—

Total

974,529,290

426,905,108

546,836,264

787,918

The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:


Level 3 Reconciliation	Corporate Debt			Commercial Mortgage-Backed Securities
Balance as of October 31, 2009 (market value)	$	100,965		$	—
Accrued discounts/premiums		1,403			—
Realized gain (loss)		22,477			—
Change in unrealized appreciation (depreciation)***		1,231			—
Net purchases (sales)		(126,076	)		787,918

Balance as of October 31, 2010 (market value)	$	—		$	787,918


			144

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

Pro-Blend^®Extended Term Series

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*

545,331,359

492,663,814

52,667,545

—

Preferred securities

3,363,804

—

3,363,804

—

Debt securities:

U.S. Treasury and other U.S. Government agencies

172,860,207

—

172,860,207

—

States and political subdivisions (municipals)

—

Corporate debt

196,601,232

—

196,601,232

—

Convertible corporate debt

1,255,256

—

1,255,256

—

Asset backed securities

1,253,787

—

1,253,787

—

Commercial mortgage backed securities

4,118,421

—

3,242,957

875,464

Foreign government bonds

982,382

—

982,382

—

Mutual funds

41,787,386

—

Other financial instruments**:

—

Total assets:

967,553,834

534,451,200

432,227,170

875,464

Liabilities:

Other financial instruments**:

Forward foreign currency exchange contracts

(11,162

)

—

(11,162

)

—

Total liabilities:

(11,162

)

—

(11,162

)

—

Total

967,542,672

534,451,200

432,216,008

875,464

The following table is a reconciliation of Level 3 investments for which significant unobservable inputs were used to determine fair value:


Level 3 Reconciliation	Corporate Debt			Commercial Mortgage-Backed Securities
Balance as of October 31, 2009 (market value)	$	144,236		$	—
Accrued discounts/premiums		1,770			—
Realized gain (loss)		27,101			—
Change in unrealized appreciation (depreciation)***		1,758			—
Net purchases (sales)		(174,865	)		875,464

Balance as of October 31, 2010 (market value)	$	—		$	875,464


145

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)

Pro-Blend^®Maximum Term Series

Description

Total

Level 1

Level 2

Level 3

Assets:

Equity securities*

641,971,657

554,016,269

87,955,388

—

Preferred securities

223,552

—

223,552

—

Debt securities:

U.S. Treasury and other U.S. Government agencies

75,174,183

—

75,174,183

—

States and political subdivisions (municipals)

—

Corporate debt

2,893,482

—

2,893,482

—

Convertible corporate debt

—

Asset backed securities

—

Commercial mortgage backed securities

—

Foreign government bonds

—

Mutual funds

20,768,624

—

Other financial instruments**:

—

Total assets:

741,031,498

574,784,893

166,246,605

—

Liabilities:

Other financial instruments**:

Forward foreign currency exchange contracts

—

Total liabilities:

—

Total

741,031,498

574,784,893

166,246,605

—

There were no Level 3 securities held by Pro-Blend^® Maximum Term Series as of October 31, 2009 or October 31, 2010.

Includes common stock, warrants and rights. Please see the Investment Portfolio for each Series for industry classification and for securities where a latest quoted sales price is not available and the latest quoted bid price was used to value the security or foreign securities that had International Fair Value factor applied from the pricing service. Such securities are included in Level 2 in the table above.

Other financial instruments are derivative instruments not reflected in the Investment Portfolio, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument. As of October 31, 2010, Pro-Blend^® Maximum Term Series did not hold any derivative instruments.

***

The change in unrealized appreciation (depreciation) on securities still held at October 31, 2010 for the Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series was $0, $0 and $0, respectively, which is included in the related net change in unrealized appreciation/depreciation on the Statements of Operations.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. During the year ended October 31, 2010, the Funds had a significant amount of foreign equity securities transfer from Level 1 to Level 2 due to the implementation of new international fair value pricing procedures. The following is a summary of the foreign equity securities that transferred from Level 1 to Level 2:


			146

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Security Valuation (continued)


Fund	Total # Securities Level 1 at beginning and Level 2 at end of period		Total Market Value Beginning of period		Total Market Value End of period		Change in Market Value
Pro-Blend^®Conservative Term Series		63	$	6,844,330	$	13,231,387	$	6,387,057
Pro-Blend^®Moderate Term Series		72	$	16,207,012	$	31,952,156	$	15,745,144
Pro-Blend^®Extended Term Series		72	$	27,747,999	$	41,189,285	$	13,441,286
Pro-Blend^®Maximum Term Series		73	$	31,465,832	$	42,712,960	$	11,247,128

Security Transactions, Investment Income and Expenses

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

Foreign Currency Translation

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

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.


147

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Forward Foreign Currency Exchange Contracts (continued)

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. Realized and unrealized gain or loss arising from a transaction is included in net realized and unrealized gain (loss) on investments.

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

The notional or contractual amount of these instruments represents the investment the Series have 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. Investments in forward foreign currency exchange contacts held by each Series, if any, on October 31, 2010 are shown at the end of each Investment Portfolio, which is indicative of volume of derivative activity during the period.

Securities Purchased on a When-Issued Basis or Forward Commitment

Each 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.

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 account for such dollar rolls as purchases and sales. Information regarding securities purchased on a when-issued basis is included in each applicable Series’ Investment Portfolio. None of the Series had TBA dollar rolls outstanding as of October 31, 2010.

Restricted Securities

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

Federal Taxes

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


			148

Notes to Financial Statements

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Taxes (continued)

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 each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% for Pro-Blend^® Conservative Term Series and 0.75% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets.


149

Notes to Financial Statements

3.	TRANSACTIONS WITH AFFILIATES (continued)

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 for each active series of the Fund plus a fee for each committee meeting attended.

Class S shares of each Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% for Pro-Blend^® Conservative Term Series Class S and 0.25% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S, of the Class’ average daily net assets. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least February 28, 2011, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than the following amounts, exclusive of shareholder services fees and distribution and service fees (12b-1), of average daily net assets each year:


Series/Class	Expense Limit
Pro-Blend^® Conservative Term Series Class S		0.80	%
Pro-Blend^® Conservative Term Series Class I		0.70	%
Pro-Blend^® Conservative Term Series Class C		0.80	%
Pro-Blend^® Conservative Term Series Class R		0.80	%
Pro-Blend^® Moderate Term Series Class S		0.95	%
Pro-Blend^® Moderate Term Series Class I		0.85	%
Pro-Blend^® Moderate Term Series Class C		0.95	%
Pro-Blend^® Moderate Term Series Class R		0.95	%
Pro-Blend^® Extended Term Series Class S		0.95	%
Pro-Blend^® Extended Term Series Class I		0.85	%
Pro-Blend^® Extended Term Series Class C		0.95	%
Pro-Blend^® Extended Term Series Class R		0.95	%
Pro-Blend^® Maximum Term Series Class S		0.95	%
Pro-Blend^® Maximum Term Series Class I		0.85	%
Pro-Blend^® Maximum Term Series Class C		0.95	%
Pro-Blend^® Maximum Term Series Class R		0.95	%

In addition, the Advisor has voluntarily agreed to waive fees and reimburse expenses during the current fiscal year in order to keep total direct annual fund operating expenses from exceeding 0.90% for Pro-Blend^® Conservative Term Series Class S, 1.70% for Pro-Blend^® Conservative Term Series Class C, 1.10% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S and 1.85% for Pro-Blend^® Moderate Term Series Class C, Pro-Blend^® Extended Term Series Class C and Pro-Blend^® Maximum Term Series Class C, of the Class’ average daily net assets. The Advisor may change or eliminate all or part of its voluntary waiver at any time. Accordingly, the Advisor waived fees of $14,252 for Class S, $254 for Class C and $5,717 for Class I of the Pro-Blend^® Maximum Term Series. For the year ended October 31, 2010, the Advisor voluntarily waived the following additional amounts which are included as a reduction of expenses on the Statements of Operations:


			150

Notes to Financial Statements

3.	TRANSACTIONS WITH AFFILIATES (continued)


Series/Class	Waiver Amount
Pro-Blend^® Conservative Term Series Class S	$	615
Pro-Blend^® Conservative Term Series Class I		137
Pro-Blend^® Conservative Term Series Class C		6
Pro-Blend^® Moderate Term Series Class S		521
Pro-Blend^® Moderate Term Series Class I		228
Pro-Blend^® Moderate Term Series Class C		9
Pro-Blend^® Extended Term Series Class S		593
Pro-Blend^® Extended Term Series Class I		156
Pro-Blend^® Extended Term Series Class C		9
Pro-Blend^® Maximum Term Series Class S		609
Pro-Blend^® Maximum Term Series Class I		146
Pro-Blend^® Maximum Term Series Class C		3

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

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

For fund accounting and transfer agent services through November 7, 2009, the Fund paid the Advisor an annual fee of 0.055% of the Fund’s average daily net assets up to $4.5 billion, 0.03% of the Fund’s average daily net assets between $4.5 billion and $7.5 billion, and 0.02% of the Fund’s average daily net assets over $7.5 billion. Additionally, certain transaction and account-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, were charged. Prior to October 12, 2009 (sub-accountant) and November 9, 2009 (for sub-transfer agent), the Advisor had an agreement with Citi Fund Services Ohio, Inc. (“Citi”) under which Citi served as the sub-accountant and sub-transfer agent.

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


151

Notes to Financial Statements

4.	PURCHASES AND SALES OF SECURITIES

For the year ended October 31, 2010, purchases and sales of securities, other than short-term securities, were as follows:


	Purchases				Sales
Series	Other Issuers		Government		Other Issuers		Government
Pro-Blend^® Conservative Term Series	$	359,443,638	$	245,528,304	$	147,231,046	$	89,120,979
Pro-Blend^® Moderate Term Series		560,308,335		264,008,222		252,241,202		146,688,423
Pro-Blend^® Extended Term Series		560,093,760		161,536,576		358,698,817		108,422,892
Pro-Blend^® Maximum Term Series		484,061,706		64,628,729		387,696,380		2,713,281

5.	CAPITAL STOCK TRANSACTIONS

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


Pro-Blend^® Conservative Term Series Class S:	For the Year Ended 10/31/10						For the Year Ended 10/31/09
Pro-Blend^® Conservative Term Series Class S:	Shares			Amount			Shares			Amount
Sold		34,858,771		$	442,528,561			21,638,922		$	253,078,774
Reinvested		518,022			6,418,262			255,888			2,852,616
Repurchased		(11,119,570	)		(140,498,683	)		(7,514,628	)		(85,449,982	)

Total		24,257,223		$	308,448,140			14,380,182		$	170,481,408


Pro-Blend^® Conservative Term Series Class I:	For the Year Ended 10/31/10						For the Year Ended 10/31/09
Pro-Blend^® Conservative Term Series Class I:	Shares			Amount			Shares			Amount
Sold		4,378,548		$	45,352,823			12,753,291		$	123,336,525
Reinvested		126,133			1,288,891			5,873			55,829
Repurchased		(1,348,646	)		(14,122,365	)		(3,281,035	)		(33,032,962	)

Total		3,156,035			32,519,349			9,478,129		$	90,359,392



Pro-Blend^® Conservative Term Series Class C:	For the Period 1/4/10 (commencement of operations) to 10/31/10
Pro-Blend^® Conservative Term Series Class C:	Shares			Amount
Sold		1,705,614		$	17,493,696
Reinvested		5,440			54,727
Repurchased		(79,495	)		(820,337	)

Total		1,631,559		$	16,728,086


Pro-Blend^® Conservative Term Series Class R:	For the Period 6/30/10 (commencement of operations) to 10/31/10
Pro-Blend^® Conservative Term Series Class R:	Shares			Amount
Sold		106		$	1,122
Reinvested		—			—
Repurchased		—	*		(1	)

Total		106		$	1,121


			152

Notes to Financial Statements


Pro-Blend^® Moderate Term Series Class S:	For the Year Ended 10/31/10						For the Year Ended 10/31/09
Pro-Blend^® Moderate Term Series Class S:	Shares			Amount			Shares			Amount
Sold		29,382,191		$	357,772,202			21,461,762		$	231,679,727
Reinvested		488,308			5,834,846			441,147			4,403,673
Repurchased		(15,128,014	)		(183,059,673	)		(8,747,293	)		(91,994,252	)

Total		14,742,485		$	180,547,375			13,155,616		$	144,089,148


Pro-Blend^® ModerateTerm Series Class I:	For the Year Ended 10/31/10						For the Year Ended 10/31/09
Pro-Blend^® ModerateTerm Series Class I:	Shares			Amount			Shares			Amount
Sold		25,689,070		$	252,727,970			5,930,221		$	53,443,816
Reinvested		158,382			1,555,153			4,353			37,717
Repurchased		(2,731,164	)		(27,273,921	)		(1,343,646	)		(12,777,158	)

Total		23,116,288		$	227,009,202			4,590,928		$	40,704,375


Pro-Blend^® Moderate Term Series Class C:	For the Period 1/4/10 (commencement of operations) to 10/31/10
Pro-Blend^® Moderate Term Series Class C:	Shares			Amount
Sold		3,053,483		$	30,890,584
Reinvested		7,761			77,302
Repurchased		(65,570	)		(671,425	)

Total		2,995,674		$	30,296,461


Pro-Blend^® Moderate Term Series Class R:	For the Period 6/30/10 (commencement of operations) to 10/31/10
Pro-Blend^® Moderate Term Series Class R:	Shares			Amount
Sold		21,539		$	236,052
Reinvested		—			—
Repurchased		—	*		(1	)

Total		21,539		$	236,051


Pro-Blend^® Extended Term Series Class S:	For the Year Ended 10/31/10						For the Year Ended 10/31/09
Pro-Blend^® Extended Term Series Class S:	Shares			Amount			Shares			Amount
Sold		19,420,470		$	275,377,736			13,079,024		$	157,628,794
Reinvested		478,308			6,625,922			659,575			7,271,279
Repurchased		(13,689,312	)		(190,912,195	)		(11,496,524	)		(131,007,040	)

Total		6,209,466		$	91,091,463			2,242,075		$	33,893,033


153

Notes to Financial Statements


Pro-Blend^® Extended Term Series Class I:	For the Year Ended 10/31/10						For the Year Ended 10/31/09
Pro-Blend^® Extended Term Series Class I:	Shares			Amount			Shares			Amount
Sold		19,287,880		$	181,303,210			13,533,251		$	113,607,736
Reinvested		138,139			1,295,737			16,605			133,670
Repurchased		(3,094,263	)		(29,774,808	)		(2,886,283	)		(25,332,208	)

Total		16,331,756		$	152,824,139			10,663,573		$	88,409,198


Pro-Blend^® Extended Term Series Class C:	For the Period 1/4/10 (commencement of operations) to 10/31/10
Pro-Blend^® Extended Term Series Class C:	Shares			Amount
Sold		2,869,017		$	29,043,276
Reinvested		7,429			73,698
Repurchased		(132,297	)		(1,323,421	)

Total		2,744,149			27,793,553


Pro-Blend^® Extended Term Series Class R:	For the Period 6/30/10 (commencement of operations) to 10/31/10
Pro-Blend^® Extended Term Series Class R:	Shares			Amount
Sold		10,014		$	111,222
Reinvested		—			—
Repurchased		—	*		(1	)

Total		10,014			111,221


Pro-Blend^® Maximum Term Series Class S:	For the Year Ended 10/31/10						For the Year Ended 10/31/09
Pro-Blend^® Maximum Term Series Class S:	Shares			Amount			Shares			Amount
Sold		11,833,795		$	173,123,805			12,286,406		$	144,482,110
Reinvested		111,033			1,581,117			314,130			3,280,777
Repurchased		(10,577,239	)		(151,403,234	)		(9,095,502	)		(101,912,603	)

Total		1,367,589		$	23,301,688			3,505,034		$	45,850,284


Pro-Blend^® Maximum Term Series Class I:	For the Year Ended 10/31/10						For the Year Ended 10/31/09
Pro-Blend^® Maximum Term Series Class I:	Shares			Amount			Shares			Amount
Sold		14,424,477		$	134,302,190			6,367,312		$	47,837,218
Reinvested		40,321			372,713			14,888			108,194
Repurchased		(1,669,453	)		(15,793,046	)		(717,412	)		(5,036,799	)

Total		12,795,345		$	118,881,857			5,664,788		$	42,908,613


			154

Notes to Financial Statements


Pro-Blend^® Maximum Term Series Class C:	For the Period 1/4/10 (commencement of operations) to 10/31/10
Pro-Blend^® Maximum Term Series Class C:	Shares			Amount
Sold		706,866		$	7,011,837
Reinvested		982			9,490
Repurchased		(7,634	)		(74,183	)

Total		700,214		$	6,947,144


Pro-Blend^® Maximum Term Series Class R:	For the Period 6/30/10 (commencement of operations) to 10/31/10
Pro-Blend^® Maximum Term Series Class R:	Shares			Amount
Sold		2,638		$	30,669
Reinvested		—			—
Repurchased		—	*		(1	)

Total		2,638		$	30,668

*	Less than 1 share.

At October 31, 2010, the retirement plan of the Advisor and its affiliates owned the following:


Series	Shares Owned		Percentage of Series Shares Outstanding			Value
Pro-Blend^® Conservative Term Series		63,780		0.10	%	$	703,498
Pro-Blend^® Moderate Term Series		225,178		0.28	%		2,386,886
Pro-Blend^® Extended Term Series		1,418,329		1.90	%		14,552,057
Pro-Blend^® Maximum Term Series		1,411,518		2.61	%		14,284,563

In addition, one shareholder owned 14,141,067 shares of Pro-Blend^® Moderate Term Series (15.7% of shares outstanding) valued at $149,895,312. Investment activities of this shareholder may have a material effect on the Series.

6.	FINANCIAL INSTRUMENTS

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk and 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 derivatives counterparties failure to perform under contract terms, liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s) and documentation risk relating to disagreement over contract terms. No such investments were held by the Series on October 31, 2010, except forward foreign currency exchange contracts, held by Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series, as shown at the end of each Investment Portfolio.


155		.

Notes to Financial Statements

7.	FOREIGN SECURITIES

8.	FEDERAL INCOME TAX INFORMATION

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales, market discount, and investments in passive foreign investment companies (PFICs), real estate investment trusts, and hybrid securities. 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 tax character of distributions paid were as follows:


	Pro-Blend^® Conservative Term Series				Pro-Blend^® Moderate Term Series
	For the Year Ended 10/31/10		For the Year Ended 10/31/09		For the Year Ended 10/31/10		For the Year Ended 10/31/09
Ordinary income	$	8,910,566	$	3,190,937	$	8,115,112	$	4,556,112

	Pro-Blend^® Extended Term Series				Pro-Blend^® Maximum Term Series
	For the Year Ended 10/31/10		For the Year Ended 10/31/09		For the Year Ended 10/31/10		For the Year Ended 10/31/09
Ordinary income	$	9,717,987	$	7,669,280	$	2,601,114	$	3,486,615

At October 31, 2010, the tax basis components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:


	Pro-Blend^® Conservative Term Series			Pro-Blend^® Moderate Term Series			Pro-Blend^® Extended Term Series			Pro-Blend^® Maximum Term Series
Cost for federal income tax purposes	$	785,583,628		$	919,460,483		$	900,025,296		$	687,282,652
Unrealized appreciation	$	47,535,619		$	66,903,422		$	88,166,500		$	73,587,288
Unrealized depreciation		(4,084,419	)		(11,823,454	)		(20,637,962	)		(19,838,442	)

Net unrealized appreciation	$	43,451,200		$	55,079,968		$	67,528,538		$	53,748,846
Undistributed ordinary income		15,310,534			7,586,535			7,399,849			2,157,000
Undistributed long-term gains		15,704,819			15,333,693			—			—
Capital loss carryover		—			—			8,084,042			51,455,695


			156

Notes to Financial Statements

8.	FEDERAL INCOME TAX INFORMATION (continued)

At October 31, 2010, each Series had a capital loss carryover, disclosed below, available to the extent allowed by tax law to offset future net capital gain, if any, which will expire as follows:


Pro-Blend^® Extended Term Series			Pro-Blend^® Maximum Term Series
Loss Carryover		Expiration Date	Loss Carryover		Expiration Date
$	8,084,042	October 31, 2017	$	7,236,320	October 31, 2016
			$	44,219,375	October 31, 2017

The Pro-Blend^® Conservative Term Series, the Pro-Blend^® Moderate Term Series, the Pro-Blend^® Extended Term Series and the Pro-Blend^® Maximum Term Series utilized capital loss carryovers of $1,397,962, $18,735,464, $41,706,401 and $37,142,570, respectively, in the current year.

157

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of - Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series:

In our opinion, the accompanying statements of assets and liabilities, including the investment portfolios, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (each a series of Manning & Napier Fund, Inc., hereafter collectively referred to as the “Series”) at October 31, 2010, and the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2010 by correspondence with the custodian, provide a reasonable basis for our opinion.

LOGO

New York, New York

December 21, 2010

158

Supplemental Tax Information (unaudited)

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


*Series*	*QDI*
Pro-Blend^® Conservative Term Series	$	1,416,873
Pro-Blend^® Moderate Term Series		3,304,830
Pro-Blend^® Extended Term Series		5,975,580
Pro-Blend^® Maximum Term Series		2,601,114
For corporate shareholders, the percentage of investment income (dividend income plus short-term gain, if any) that qualifies for the dividends received deduction (DRD) for the current fiscal year is as follows:
*Series*	*DRD%*
Pro-Blend^® Conservative Term Series		8.7	%
Pro-Blend^® Moderate Term Series		27.4	%
Pro-Blend^® Extended Term Series		39.1	%
Pro-Blend^® Maximum Term Series		100.0	%
The percentage of ordinary income distribution paid by the Series during the year ended October 31, 2010 which was derived from U.S. Treasury securities is as follows:
*Series*	*U.S. Treasury%*
Pro-Blend^® Conservative Term Series		4.9	%
Pro-Blend^® Moderate Term Series		7.9	%
Pro-Blend^® Extended Term Series		5.9	%
Pro-Blend^® Maximum Term Series		1.5	%

The law varies in each state as to whether and what percentage of dividend income attributable to U.S. Treasury securities is exempt from state and local income tax. It is recommended that you consult your tax advisor to determine if any portion of the dividends you received is exempt from income taxes.

159

Directors’ and Officers’ Information (unaudited)

INTERESTED DIRECTOR/OFFICER


Name:		B. Reuben Auspitz*
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		63
Current Position(s) Held with Fund:		Principal Executive Officer, President, Chairman & Director
Term of Office¹& Length of Time Served:		Indefinite - Director since 1984; Vice President 1984 - 2003; President since 2004; Principal Executive Officer since 2002
Principal Occupation(s) During Past 5 Years:		Executive Vice President; Executive Group Member**; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, Inc. President; Director - Manning & Napier Investor Services, Inc.
		Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
INDEPENDENT DIRECTORS

Name:		Stephen B. Ashley
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		70
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:		Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Chairman (non-executive) 2004-2008; Director 1995-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		The Ashley Group (1995-2008)
		Genesee Corporation (1987-2007)
Name:		Peter L. Faber
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		72
Current Position(s) Held with Fund:		Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:		Senior Counsel since 2006, Partner (1995 - 2006) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Partnership for New York City, Inc. (non-profit)
		New York Collegium (non-profit)
		Boston Early Music Festival (non-profit)

160

Directors’ and Officers’ Information (unaudited)

INDEPENDENT DIRECTORS (continued)


Name:		Harris H. Rusitzky
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		75
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 1985
Principal Occupation(s) During Past 5 Years:		President, The Greening Group (business consultants) since 1994; Partner, The Restaurant Group (restaurants) since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
Name:		Paul A. Brooke
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		64
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:		Chairman & CEO, Alsius Corp. (investments); Managing Member, PMSV Holdings LLC (investments)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Incyte Corp. (2000-present)
		ViroPharma, Inc. (2000-present)
		HLTH Corp. (2000-present)
		Cheyne Capital International (2000-present)
		MPM Bio-equities (2000-present)
		GMP Companies (2000-present)
		HoustonPharma (2000-present)
Name:		Richard M. Hurwitz
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:		Indefinite - Since 2009
Principal Occupation(s) During Past 5 Years:		Chief Executive Officer, Pictometry International Corp. since August 2010 (provider of georeferenced, aerial image libraries and related software) Managing Partner (2006-July 2010) - Aegis Investment Partners, LLC (investments); Founder and Managing Partner (2004-2005) - Village Markets, LLC (groceries)
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		Pictometry International Corp. (2000-2010)
		Pioneering Technologies (2006-2009)
		Vensearch Capital Corp. (2003-2007)

161

Directors’ and Officers’ Information (unaudited)

OFFICERS


Name:		Jeffrey S. Coons, Ph.D., CFA
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		47
Current Position(s) Held with Fund:		Vice President
Term of Office¹& Length of Time Served:		Since 2004
Principal Occupation(s) During Past 5 Years:		President since 2010, Co-Director of Research since 2002, Executive Group Member** since 2003, - Manning & Napier Advisors, Inc.
		Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
Name:		Beth Galusha
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		49
Current Position(s) Held with Fund:		Assistant Chief Financial Officer
Term of Office¹& Length of Time Served:		Assistant Chief Financial Officer since 2010
Principal Occupation(s) During Past 5 Years:		Chief Financial Officer and Treasurer, Manning & Napier Advisors, Inc.
		Holds one or more of the following titles for various affiliates: Chief Financial Officer, Director, or Treasurer
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
Name:		Christine Glavin
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		44
Current Position(s) Held with Fund:		Principal Financial Officer, Chief Financial Officer
Term of Office¹& Length of Time Served:		Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:		Fund Reporting Manager, Manning & Napier Advisors, Inc. since 1997
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A
Name:		Jodi L. Hedberg
Address:		290 Woodcliff Drive
		Fairport, NY 14450
Age:		42
Current Position(s) Held with Fund:		Corporate Secretary, Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office¹& Length of Time Served:		Corporate Secretary since 1997; Chief Compliance Officer since 2004
Principal Occupation(s) During Past 5 Years:		Director of Compliance, Manning & Napier Advisors, Inc. and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:		29
Other Directorships Held Outside Fund Complex:		N/A

**	Prior to June 2010, the Executive Group, consisting of senior executive employee-owners, performed the duties of the Office of the Chief Executive of the Advisor.

Effective June 2010, the Executive Group serves as an advisory board to the Chief Executive Officer.

¹	The term of office for President, Vice President, Chief Financial Officer, and Corporate Secretary is one year and until their respective successors are chosen and qualified. All other officers’ terms are indefinite.

162

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
On the Securities and Exchange Commission’s (SEC) web site		http://www.sec.gov

Proxy Voting Record

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


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

Quarterly Portfolio Holdings

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


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

Prospectus and Statement of Additional Information (SAI)

The prospectus and SAI provide additional information about each Series, including charges, expenses and risks. These documents are available, without charge, upon request:


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

Additional information available at www.manningnapieradvisors.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual


		MNPRO-10/10-AR

ITEM 2:

CODE OF ETHICS

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in 2 (a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2 (a) above were granted.

(d)	Not applicable to the registrant due to the response given in 2 (c) above.

ITEM 3:

AUDIT COMMITTEE FINANCIAL EXPERT

All of the members of the Audit committee have been determined by the Registrant’s Board of Directors to be Audit Committee Financial Experts as defined in this item. The members of the Audit Committee are: Harris H. Rusitzky, Stephen B. Ashley, Paul A. Brooke and Richard M. Hurwitz. All Audit Committee members are independent under applicable rules. This designation will not increase the designee’s duties, obligations or liability as compared to their duties, obligations and liability as a member of the Audit Committee and of the Board.

ITEM 4:

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Manning & Napier Fund, Inc. (Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Tax Managed Series, Equity Series, Overseas Series, Dividend Focus Series, Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series, collectively the “Fund”) by PricewaterhouseCoopers LLP (“PwC”) as of and for the years ended October 31, 2010 and 2009 were:


	2010		2009
Audit Fees (a)		267,175		274,054
Audit Related Fees (b)		—		15,624
Tax Fees (c)		78,200		92,605
All Other Fees (d)		—		—

		345,375		382,283

(a)

Audit Fees

These fees relate to professional services rendered by PwC for the audit of the Fund’s annual financial statements or services normally provided by the accountant in connection with statutory and regulatory filing or engagements. These services include the audits of the financial statements of the Fund, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.

(b)

Audit-Related Fees

These fees relate to assurance and related services by PwC that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under “Audit Fees” above. These fees relate to professional services provided by PwC in connection with service provider conversion.

(c)

Tax Fees

These fees relate to professional services rendered by PwC for tax compliance, tax advice and tax planning. The tax services provided by PwC related to the preparation of the Fund’s federal and state income tax returns, excise tax calculations and returns, a review of the Fund’s calculations of capital gain and income distributions, and additional tax research for compliance purposes.

(d)

All Other Fees

These fees relate to products and services provided by PwC other than those reported above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2010 and 2009.

Non-Audit Services to the Fund’s Service Affiliates that were Pre-Approved by the Fund’s Audit Committee

The Fund’s Audit Committee is required to pre-approve non-audit services which meet both the following criteria:

i)	Directly relate to the Fund’s operations and financial reporting; and

ii)

Rendered by PwC to the Fund’s advisor, Manning & Napier Advisors, Inc., and entities in a control relationship with the advisor (“service affiliate”) that provide ongoing services to the Fund. For purposes of disclosure, Manning & Napier Investor Services, Inc. is considered to be a service affiliate.


	2010		2009
Audit Related Fees		153,644		8,420
Tax Fees		—		1,950

		153,644		10,370

The Audit Related fees for the years ended October 31, 2010 were for a license for proprietary authoritative financial reporting and assurance literature library software, a surprise examination pursuant to Rule 204-2(b) and 206(4)-2, and a Type II SAS 70 pursuant to Rule 206. In 2009, were for 17Ad-13 internal control examinations and the license for proprietary authoritative financial report and assurance literature library software.

The Tax fees for the year ended October 31, 2010 relate to research on the tax implications for various funds holding certain investment types. There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2010 and 2009.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2010 and 2009 each were $78,200 and $92,605, respectively. Aggregate fees billed to the Fund’s advisor and service affiliates for non-audit services were $153,644 and $10,370, respectively. These amounts include fees for non-audit services required to be pre-approved and fees for non-audit services that did not require pre-approval since they did not relate to the Fund’s operations and financial reporting.

The Fund’s Audit Committee has considered whether the provisions for non-audit services to the Fund’s advisor and service affiliates, which did not require pre-approval, are compatible with maintaining PwC’s independence.

ITEM 5:

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6:

INVESTMENTS.

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

(b)	Not applicable.

ITEM 7:

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED- END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8:

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9:

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10:

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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

ITEM 11:

CONTROLS AND PROCEDURES.

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

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

ITEM 12:

EXHIBITS.


(a)(1)		Code of ethics that is subject to the disclosure of Item 2 above.

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

(a)(3)		Not applicable.

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

SIGNATURES

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

Manning & Napier Fund, Inc.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

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

December 30, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ B. Reuben Auspitz

B. Reuben Auspitz

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

December 30, 2010

/s/ Christine Glavin

Christine Glavin

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

December 30, 2010