N-CSR

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

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Manning & Napier Fund, Inc.

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(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

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(Address of principal executive offices)(Zip Code)

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

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(Name and address of agent for service)

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

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Date of fiscal year end: October 31, 2012

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Date of reporting period: November 1, 2011 through October 31, 2012

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

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

ITEM 1. REPORTS TO STOCKHOLDERS.

	EQUITY SERIES
www.manning-napier.com

Equity Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Over the past twelve months, global growth concerns, uncertainty, and volatility have generally caused investors’ risk appetite to rise and fall alongside the shorter-term movement of news. Although the fourth quarter of 2011 and the first quarter of 2012 provided strong equity market returns, investors continued to express apprehension as data pertaining to the U.S. showed signs of softness heading into the second quarter. Additionally, a resurgence of fear and uncertainty related to the European sovereign debt crisis persisted throughout the quarter, placing increased stress on global financial markets. However, markets began to advance again during the later part of the second quarter and throughout the third as encouraging statements from policymakers both domestically and abroad provided a boost to investor confidence. Overall, despite the U.S. stock market posting strong returns over the past year, the market environment continues to be challenging and our slow growth economic outlook remains in place.

Despite pronounced swings, the U.S. equity markets produced strong, double-digit returns for the twelve months ended October 2012. Specifically, the S&P 500 Index gained 15.21%, while the Russell 3000 Index earned 14.75%.

Over the current stock market cycle, which includes the equity bull market 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 8.83% over the current cycle, the Equity Series has outpaced the Russell 3000 Index’s annualized return of 8.23%. While the Equity Series posted positive absolute returns for the year ending October 31, 2012, the Series trailed the Russell 3000 benchmark over the last twelve months.

In the uncertain and often volatile market environment, Manning & Napier believes investment decision-making needs to remain focused on the fundamentals. While no manager can consistently protect against surprise shocks over the short-term, our strategies ensure that we’re always focused on long-term objectives and managing risk. In the current environment, we believe focusing on well-positioned, attractively valued growth companies is the best strategy for long-term investors. Because growth is scarce, we believe companies that can achieve growth will be the types of investments that generate attractive absolute returns for investors over the long-run.

Over the last twelve months, relative underperformance was driven by stock selection, while sector allocation decisions modestly aided relative results. Specifically, holdings in Health Care, Information Technology, and Energy challenged relative returns. However, selections within the Consumer Discretionary and Industrials sectors performed positively and aided performance during the year. Meanwhile, an overweight to the Consumer Discretionary sector as compared to the benchmark aided relative performance but was mitigated by a relative underweight to the Financials sector.

At Manning & Napier, we continue to focus on areas of the market that we believe can provide compelling long-term growth potential at attractive prices. In the current environment, where the majority of investors are focused on traditionally less volatile areas of the markets, we are finding the best values in growth companies that have the ability to expand the business faster than the broad economy. In short, we will continue to focus our portfolios on areas of the market that we believe can provide compelling long-term absolute returns and keep investors on track to achieve their financial goals

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

2

Equity Series

Performance Update as of October 31, 2012

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1	FIVE  YEAR	TEN  YEAR	SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Equity Series3,4	7.37%	(0.55%)	7.87%	6.33%
Russell 3000® Index5	14.75%	0.59%	7.47%	3.88%

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, 2012 to the Russell 3000^® Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, 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 1.10% for the year ended October 31, 2012.

⁴For 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.

⁵The 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.

3

Equity Series

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, 2012 to October 31, 2012).

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                               5/1/12	ENDING  ACCOUNT VALUE                               10/31/12	EXPENSES PAID  DURING  PERIOD*                              5/1/12-10/31/12
Actual	$1,000.00	$1,000.00	$5.29
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.

4

Equity Series

Portfolio Composition as of October 31, 2012

(unaudited)

5

Equity Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 96.5%
Consumer Discretionary - 16.2%
Hotels, Restaurants & Leisure - 2.2%
BJ’s Restaurants, Inc.*		288,950	$	9,549,797
Carnival Corp.		556,910		21,095,751
				30,645,548
Household Durables - 1.1%
DR Horton, Inc.		189,370		3,969,195
Lennar Corp. - Class A		110,710		4,148,304
NVR, Inc.*		4,520		4,084,905
Toll Brothers, Inc.*		122,410		4,040,754
				16,243,158
Internet & Catalog Retail - 1.8%
Amazon.com, Inc.*		72,390		16,853,840
HomeAway, Inc.*		341,040		8,768,138
				25,621,978
Media - 9.4%
AMC Networks, Inc. - Class A*		553,900		25,878,208
DIRECTV*		565,650		28,910,372
News Corp. - Class A		617,710		14,775,623
Time Warner, Inc.		575,700		25,014,165
Viacom, Inc. - Class B		270,540		13,870,586
The Walt Disney Co.		497,220		24,398,585
				132,847,539
Specialty Retail - 1.7%
Dick’s Sporting Goods, Inc.		316,990		15,849,500
Tiffany & Co.		136,070		8,602,345
				24,451,845
Total Consumer Discretionary				229,810,068
Consumer Staples - 4.0%
Food Products - 4.0%
H.J. Heinz Co.		279,950		16,099,925
Kraft Foods Group, Inc.*		203,453		9,253,042
Mondelez International, Inc. - Class A		610,360		16,198,954
Tyson Foods, Inc. - Class A		927,390		15,589,426
Total Consumer Staples				57,141,347
Energy - 14.2%
Energy Equipment & Services - 6.9%
Baker Hughes, Inc.		1,160,160		48,691,915
Cameron International Corp.*		448,270		22,700,393

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

6

Equity Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Weatherford International Ltd. - ADR*		2,323,440	$	26,254,872
				97,647,180
Oil, Gas & Consumable Fuels - 7.3%
Apache Corp.		90,580		7,495,495
Chesapeake Energy Corp.		413,760		8,382,778
EOG Resources, Inc.		141,670		16,503,138
Hess Corp.		1,133,370		59,229,916
Range Resources Corp.		184,460		12,056,306
				103,667,633
Total Energy				201,314,813
Financials - 6.7%
Consumer Finance - 2.8%
American Express Co.		268,900		15,050,333
Discover Financial Services		590,670		24,217,470
				39,267,803
Diversified Financial Services - 2.3%
Moody’s Corp.		660,370		31,803,419
Real Estate Investment Trusts (REITS) - 1.6%
Alexandria Real Estate Equities, Inc.		63,870		4,498,364
BioMed Realty Trust, Inc.		246,140		4,706,197
Corporate Office Properties Trust		202,630		5,055,619
Digital Realty Trust, Inc.		67,590		4,152,054
DuPont Fabros Technology, Inc.		213,870		4,589,650
				23,001,884
Total Financials				94,073,106
Health Care - 12.3%
Biotechnology - 1.4%
Myriad Genetics, Inc.*		757,500		19,823,775
Health Care Equipment & Supplies - 6.4%
Alere, Inc.*		2,007,020		38,534,784
Becton, Dickinson and Co.		496,110		37,545,605
Volcano Corp.*		520,620		14,900,144
				90,980,533
Health Care Providers & Services - 0.7%
Universal Health Services, Inc. - Class B		249,160		10,312,732
Health Care Technology - 2.9%
Allscripts Healthcare Solutions, Inc.*		797,430		10,302,796

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

7

Equity Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Technology (continued)
Cerner Corp.*		407,260	$	31,029,139
				41,331,935
Life Sciences Tools & Services - 0.9%
Waters Corp.*		149,590		12,237,958
Total Health Care				174,686,933
Industrials - 13.8%
Airlines - 4.1%
Southwest Airlines Co.		3,259,260		28,746,673
Spirit Airlines, Inc.*		730,130		12,813,782
US Airways Group, Inc.*		1,346,940		16,405,729
				57,966,184
Construction & Engineering - 0.8%
Quanta Services, Inc.*		446,260		11,571,522
Electrical Equipment - 0.5%
Acuity Brands, Inc.		110,830		7,170,701
Machinery - 5.5%
Flowserve Corp.		144,500		19,578,305
Joy Global, Inc.		520,750		32,520,838
Pall Corp.		399,420		25,147,483
				77,246,626
Professional Services - 0.5%
Manpower, Inc.		199,270		7,560,304
Road & Rail - 0.9%
Norfolk Southern Corp.		208,120		12,768,162
Trading Companies & Distributors - 1.5%
Fastenal Co.		468,740		20,952,678
Total Industrials				195,236,177
Information Technology - 21.4%
Communications Equipment - 6.5%
Juniper Networks, Inc.*		2,396,920		39,716,964
Qualcomm, Inc.		410,420		24,040,352
Riverbed Technology, Inc.*		1,564,170		28,890,220
				92,647,536
Computers & Peripherals - 3.3%
EMC Corp.*		1,921,000		46,910,820
Electronic Equipment, Instruments & Components - 0.8%
Amphenol Corp. - Class A		180,160		10,833,021

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

8

Equity Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Internet Software & Services - 3.8%
Google, Inc. - Class A*		63,860	$	43,410,112
LinkedIn Corp. - Class A*		94,900		10,147,657
				53,557,769
IT Services - 2.7%
MasterCard, Inc. - Class A		46,590		21,474,729
The Western Union Co.		1,369,730		17,395,571
				38,870,300
Software - 4.3%
Autodesk, Inc.*		925,170		29,457,413
Electronic Arts, Inc.*		2,561,400		31,633,290
				61,090,703
Total Information Technology				303,910,149
Materials - 7.9%
Chemicals - 6.8%
Air Products & Chemicals, Inc.		152,140		11,795,414
Monsanto Co.		701,990		60,420,279
Sigma-Aldrich Corp.		338,760		23,760,626
				95,976,319
Metals & Mining - 1.1%
Alcoa, Inc.		1,923,660		16,485,766
Total Materials				112,462,085
TOTAL COMMON STOCKS (Identified Cost $1,325,278,586)				1,368,634,678
SHORT-TERM INVESTMENT - 3.7%
Dreyfus Cash Management, Inc. - Institutional Shares1 , 0.06% (Identified Cost $53,299,620)		53,299,620		53,299,620
TOTAL INVESTMENTS - 100.2% (Identified Cost $1,378,578,206)				1,421,934,298
LIABILITIES, LESS OTHER ASSETS - (0.2%)				(3,465,923	)
NET ASSETS - 100%			$	1,418,468,375

ADR - American Depository Receipt

*Non-income producing security

¹Rate shown is the current yield as of October 31, 2012.

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

9

Equity Series

Statement of Assets and Liabilities

October 31, 2012

ASSETS:
Investments, at value (identified cost $1,378,578,206) (Note 2)	$	1,421,934,298
Receivable for fund shares sold		1,028,199
Dividends receivable		559,575
Receivable for securities sold		6,787
TOTAL ASSETS		1,423,528,859
LIABILITIES:
Accrued management fees (Note 3)		1,160,854
Accrued transfer agent fees (Note 3)		261,646
Accrued fund accounting and administration fees (Note 3)		50,990
Accrued Chief Compliance Officer service fees (Note 3)		369
Payable for fund shares repurchased		2,531,705
Payable for securities purchased		945,651
Other payables and accrued expenses		109,269
TOTAL LIABILITIES		5,060,484
TOTAL NET ASSETS	$	1,418,468,375
NET ASSETS CONSIST OF:
Capital stock	$	745,439
Additional paid-in-capital		1,219,006,557
Accumulated net realized gain on investments		155,360,287
Net unrealized appreciation on investments		43,356,092
TOTAL NET ASSETS	$	1,418,468,375
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,418,468,375/74,543,913 shares)	$	19.03

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

10

Equity Series

Statement of Operations

For the Year Ended October 31, 2012

INVESTMENT INCOME:
Dividends	$	19,740,767
EXPENSES:
Management fees (Note 3)		17,823,728
Transfer agent fees (Note 3)		1,100,485
Fund accounting and administration fees (Note 3)		243,616
Directors’ fees (Note 3)		37,817
Chief Compliance Officer service fees (Note 3)		2,496
Custodian fees		100,714
Miscellaneous		296,136
Total Expenses		19,604,992
Less reduction of expenses (Note 3)		(889,328	)
Net Expenses		18,715,664
NET INVESTMENT INCOME		1,025,103
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments		169,378,428
Net change in unrealized appreciation (depreciation) on investments		(50,082,779	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		119,295,649
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	120,320,752

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

11

Equity Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,025,103		$	4,545,974
Net realized gain (loss) on investments		169,378,428			87,039,146
Net change in unrealized appreciation (depreciation) on investments		(50,082,779	)		(77,567,801	)
Net increase (decrease) from operations		120,320,752			14,017,319
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(4,425,680	)		(4,615,453	)
From net realized gain on investments		(70,677,622	)		—
Total distributions to shareholders		(75,103,302	)		(4,615,453	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		(551,787,560	)		336,313,975
Net increase (decrease) in net assets		(506,570,110	)		345,715,841
NET ASSETS:
Beginning of year		1,925,038,485			1,579,322,644
End of year (including undistributed net investment income of $0 and $1,817,989, respectively)	$	1,418,468,375		$	1,925,038,485

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

12

Equity Series

Financial Highlights

	FOR THE YEARS ENDED
	10/31/12			10/31/11			10/31/10			10/31/09			10/31/08
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	18.45		$	17.91		$	15.55		$	13.34		$	21.43
Income (loss) from investment operations:
Net investment income		0.01	1		0.04	1		0.03	1		0.04	1		0.07
Net realized and unrealized gain (loss) on investments		1.26			0.55			2.35			2.24			(7.35	)
Total from investment operations		1.27			0.59			2.38			2.28			(7.28	)
Less distributions to shareholders:
From net investment income		(0.04	)		(0.05	)		(0.02	)		(0.07	)		(0.07	)
From net realized gain on investments		(0.65	)		—			—			—			(0.74	)
Total distributions to shareholders		(0.69	)		(0.05	)		(0.02	)		(0.07	)		(0.81	)
Net asset value - End of year	$	19.03		$	18.45		$	17.91		$	15.55		$	13.34
Net assets - End of year (000’s omitted)	$	1,418,468		$	1,925,038		$	1,579,323		$	1,003,043		$	501,583
Total return2		7.37	%		3.30	%		15.29	%		17.23	%		(35.09	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%
Net investment income		0.06	%		0.24	%		0.17	%		0.26	%		0.56	%
Portfolio turnover		63	%		54	%		56	%		50	%		63	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.05	%		0.02	%		0.02	%		0.06	%		0.06	%

¹Calculated based on average shares outstanding during the year.

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

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

13

Equity Series

Notes to Financial Statements

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2012, 10.3 billion shares have been designated in total among 43 series, of which 200 million have been designated as Equity Series Class A common stock.

2. Significant Accounting Policies

Security Valuation

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

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

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

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

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

14

Equity Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 2012 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities:
Consumer Discretionary	$	229,810,068	$	229,810,068	$	—	$	—
Consumer Staples		57,141,347		57,141,347		—		—
Energy		201,314,813		201,314,813		—		—
Financials		94,073,106		94,073,106		—		—
Health Care		174,686,933		174,686,933		—		—
Industrials		195,236,177		195,236,177		—		—
Information Technology		303,910,149		303,910,149		—		—
Materials		112,462,085		112,462,085		—		—
Mutual Fund		53,299,620		53,299,620		—		—
Total assets	$	1,421,934,298	$	1,421,934,298	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2011 or October 31, 2012.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2012.

Security Transactions, Investment Income and Expenses

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

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

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2012, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the

15

Equity Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Federal Taxes (continued)

years ended October 31, 2009 through October 31, 2012. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

The preparation of financial statements in conformity with 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.

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

The Advisor has contractually agreed, until at least February 28, 2013, 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 $889,328 for the year ended October 31, 2012, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 0.015% on the next $3

16

Equity Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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 and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees by 10%, excluding out-of-pocket expenses.

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, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,095,808,640 and $1,664,035,427, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Equity Series were:

	FOR THE YEAR ENDED  10/31/12						FOR THE YEAR ENDED  10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		22,742,087		$	418,341,849			47,769,996		$	922,192,040
Reinvested		2,205,706			37,144,091			106,294			2,006,821
Repurchased		(54,736,906	)		(1,007,273,500	)		(31,743,999	)		(587,884,886	)
Total		(29,789,113	)	$	(551,787,560	)		16,132,291		$	336,313,975

At October 31, 2012, the retirement plan of the Advisor and its affiliates owned 226,909 shares of the Series (0.3% of shares outstanding) valued at $4,318,076.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2012.

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.

17

Equity Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from 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. For the fiscal year ended October 31, 2012, $1,582,588 was reclassified within the capital accounts from Accumulated Net Realized Gain on Investments to Undistributed Net Investment Income. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR   ENDED 10/31/12		FOR THE YEAR   ENDED 10/31/11
Ordinary income	$	4,409,975	$	4,615,453
Long-term capital gains		70,693,327		—

At October 31, 2012, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	1,387,065,495
Unrealized appreciation		137,908,737
Unrealized depreciation		(103,039,934	)
Net unrealized appreciation	$	34,868,803
Undistributed ordinary income		28,333,875
Undistributed long-term capital gains		135,513,701

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized by the Series after October 31, 2011, may get carried forward indefinitely, and will retain their character as short-term and/or long-term losses. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of October 31, 2012, the Series did not have pre or post-enactment net capital loss carryforwards.

18

Equity Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Equity Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2012, 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 19, 2012

19

Equity Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $3,338,654 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 72.55%.

20

Equity Series

Directors’ and Officers’ Information

(unaudited)

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

Interested Director/Officer
Name:	B. Reuben Auspitz*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund: Term of Office1 & Length of Time Served:	Principal Executive Officer, President, Chairman & Director Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Independent Directors
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee
	Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group
	(property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008)
	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
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:	41
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010)
	New York Collegium (non-profit) (2004-2011)
	Boston Early Music Festival (non-profit)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	77
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:	41
Other Directorships Held Outside Fund Complex:	N/A

21

Equity Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	66
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee
	Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments);
	Managing Member, PMSV Holdings LLC (investments) since 1991;
	Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	WebMD (2000-2010)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-2009)
	GMP Companies (2000-present)
	HoustonPharma (2000-2009)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (investments)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Officers
Name:	Ryan Albano
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager since 2011 - Manning & Napier Advisors, LLC; Manager (2004-2011) – KPMG LLP
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	25
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

22

Equity Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	44
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, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	47
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC & affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

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

¹The term of office 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.

23

Equity Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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 our web site	http://www.manning-napier.com

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

MNEQY-10/12-AR

	TAX MANAGED SERIES
www.manning-napier.com

Tax Managed Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Over the past twelve months, global growth concerns, uncertainty, and volatility have generally caused investors’ risk appetite to rise and fall alongside the shorter-term movement of news. Although the fourth quarter of 2011 and the first quarter of 2012 provided strong equity market returns, investors continued to express apprehension as data pertaining to the U.S. showed signs of softness heading into the second quarter. Additionally, a resurgence of fear and uncertainty related to the European sovereign debt crisis persisted throughout the quarter, placing increased stress on global financial markets. However, markets began to advance again during the later part of the second quarter and throughout the third as encouraging statements from policymakers both domestically and abroad provided a boost to investor confidence. Overall, despite the U.S. stock market posting strong returns over the past year, the market environment continues to be challenging and our slow growth economic outlook remains in place.

Despite pronounced swings, the U.S. equity markets advanced over the last year. For the twelve months ending October 2012, the S&P 500 Index gained 15.21%, while the Russell 3000 Index earned 14.75%. Similar to domestic equities, there was substantial volatility in international stocks over the last year, but some foreign equity markets finished the period lower; the MSCI All Country World ex U.S. Index remained positive, although its 3.98% return was much less than the returns of domestic equity markets for the fiscal year ended October 31, 2012.

Over the current stock market cycle, which includes the equity bull market 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 8.58% over the current full cycle, the Series has outpaced the Russell 3000 Index’s annualized return of 8.23%. For the one year period ending October 31, 2012, the Series has provided strong double-digit returns. However, on a relative basis, the portfolio has underperformed the Russell 3000 Index.

In the uncertain and often volatile environment, Manning & Napier believes investment decision-making needs to remain focused on the fundamentals. While no manager can consistently protect against surprise shocks over the short-term, our strategies ensure that we’re always focused on long-term objectives and managing risk. In the current environment, we believe focusing on well-positioned, attractively valued growth companies is the best strategy for long-term investors. Because growth is scarce, we believe companies that can achieve growth will be the types of investments that generate attractive absolute returns for investors over the long-run.

Over the last twelve months, the Series’ relative underperformance was primarily attributable to stock selection decisions. In particular, specific holdings within the Energy, Information Technology, and Health Care sectors challenged relative returns for the period. However, certain holdings in the Consumer Discretionary and Industrials sector were positive contributors to relative returns. Unlike equity selection decisions, sector allocation decisions modestly aided relative returns. During the period, the Series maintained a relative overweight position to the Consumer Discretionary sector as compared to the benchmark. This positioning aided the Series’ relative returns in the year through October. In contrast, an underweight position to the Financials and Health Care sectors generally detracted from relative performance during the year.

At Manning & Napier, we continue to focus on areas of the market that we believe can provide compelling long-term growth potential at attractive prices. In the current environment, where the majority of investors are focused on traditionally less volatile areas of the markets, we are finding the best values in growth companies that have the ability to expand the business faster than the broad economy. In short, we will continue to focus our portfolios on areas of the market that we believe can provide compelling long-term absolute returns and keep investors on track to achieve their financial goals.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

2

Tax Managed Series

Performance Update as of October 31, 2012

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1	FIVE  YEAR	TEN  YEAR	SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Tax Managed Series
Returns Before Taxes3,5	11.28%	0.42%	8.00%	8.50%
Returns After Taxes on Distributions4,5	11.23%	0.28%	7.49%	8.10%
Returns After Taxes on Distributions and Sale of Series Shares4,5	7.39%	0.34%	6.98%	7.60%
Russell 3000® Index6	14.75%	0.59%	7.47%	7.42%

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, 2012 to the Russell 3000^® Index.

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

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

³Returns before taxes do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, 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 1.30% for the year ended October 31, 2012.

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

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

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

3

Tax Managed Series

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, 2012 to October 31, 2012).

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                               5/1/12	ENDING  ACCOUNT VALUE   10/31/12	EXPENSES PAID  DURING  PERIOD*  5/1/12-10/31/12
Actual	$1,000.00	$1,033.20	$6.15
Hypothetical (5% return before expenses)	$1,000.00	$1,019.16	$6.11

*Expenses are equal to the Series’ annualized expense ratio (for the six-month period) of 1.20%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). 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.

4

Tax Managed Series

Portfolio Composition as of October 31, 2012

(unaudited)

5

Tax Managed Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 98.2%
Consumer Discretionary - 16.7%
Automobiles - 0.7%
Toyota Motor Corp. - ADR (Japan)		2,770	$	214,592
Hotels, Restaurants & Leisure - 2.4%
Accor S.A. (France)1		4,240		132,489
Carnival Corp.		15,460		585,625
				718,114
Internet & Catalog Retail - 1.2%
Amazon.com, Inc.*		1,460		339,917
Media - 10.9%
AMC Networks, Inc. - Class A*		11,220		524,198
DIRECTV*		16,120		823,893
News Corp. - Class A		11,330		271,014
Time Warner, Inc.		9,810		426,245
Viacom, Inc. - Class B		4,570		234,304
Virgin Media, Inc. - ADR (United Kingdom)		16,320		534,317
The Walt Disney Co.		8,540		419,058
				3,233,029
Specialty Retail - 1.5%
Dick’s Sporting Goods, Inc.		5,310		265,500
Tiffany & Co.		3,010		190,292
				455,792
Total Consumer Discretionary				4,961,444
Consumer Staples - 6.2%
Beverages - 1.1%
Anheuser-Busch InBev N.V. (Belgium)1		3,980		332,850
Food & Staples Retailing - 0.4%
Koninklijke Ahold N.V. (Netherlands)1		7,820		99,584
Food Products - 4.7%
Danone S.A. (France)1		8,130		500,052
Nestle S.A. (Switzerland)1		3,050		193,639
Tyson Foods, Inc. - Class A		15,770		265,094
Unilever plc - ADR (United Kingdom)		11,970		446,361
				1,405,146
Total Consumer Staples				1,837,580
Energy - 12.7%
Energy Equipment & Services - 5.3%
Baker Hughes, Inc.		12,740		534,698
Cameron International Corp.*		7,950		402,588
Schlumberger Ltd.		8,320		578,490

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

5

Tax Managed Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Weatherford International Ltd. - ADR*		6,650	$	75,145
				1,590,921
Oil, Gas & Consumable Fuels - 7.4%
Apache Corp.		1,610		133,227
Chesapeake Energy Corp.		8,300		168,158
Encana Corp. (Canada)		10,410		234,745
EOG Resources, Inc.		3,050		355,295
Hess Corp.		17,010		888,942
Petroleo Brasileiro S.A. - ADR (Brazil)		7,710		158,286
Range Resources Corp.		3,890		254,250
				2,192,903
Total Energy				3,783,824
Financials - 8.0%
Consumer Finance - 2.5%
American Express Co.		4,710		263,619
Discover Financial Services		11,770		482,570
				746,189
Diversified Financial Services - 5.0%
Moody’s Corp.		30,750		1,480,920
Real Estate Investment Trusts (REITS) - 0.5%
Digital Realty Trust, Inc.		1,280		78,630
DuPont Fabros Technology, Inc.		4,060		87,127
				165,757
Total Financials				2,392,866
Health Care - 11.1%
Biotechnology - 1.1%
Myriad Genetics, Inc.*		12,940		338,640
Health Care Equipment & Supplies - 3.1%
Alere, Inc.*		12,060		231,552
Becton, Dickinson and Co.		4,680		354,182
Volcano Corp.*		11,960		342,295
				928,029
Health Care Providers & Services - 0.6%
Universal Health Services, Inc. - Class B		4,230		175,080
Health Care Technology - 3.1%
Allscripts Healthcare Solutions, Inc.*		25,850		333,982
Cerner Corp.*		7,630		581,330
				915,312

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

7

Tax Managed Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Life Sciences Tools & Services - 1.6%
QIAGEN N.V. - ADR (Netherlands)*		15,000	$	261,750
Waters Corp.*		2,730		223,341
				485,091
Pharmaceuticals - 1.6%
Novo Nordisk A/S - Class B (Denmark)1		2,950		472,931
Total Health Care				3,315,083
Industrials - 16.6%
Airlines - 5.9%
Ryanair Holdings plc - ADR (Ireland)*		12,330		397,643
Southwest Airlines Co.		86,120		759,578
United Continental Holdings, Inc.*		14,650		281,427
US Airways Group, Inc.*		27,110		330,200
				1,768,848
Construction & Engineering - 1.8%
Quanta Services, Inc.*		20,320		526,898
Industrial Conglomerates - 1.6%
Siemens AG (Germany)1		4,610		464,496
Machinery - 4.2%
Flowserve Corp.		2,510		340,080
Joy Global, Inc.		5,940		370,953
Pall Corp.		5,110		321,726
Westport Innovations, Inc. - ADR (Canada)*		7,500		210,450
				1,243,209
Professional Services - 1.1%
Adecco S.A. (Switzerland)1		3,830		185,726
Manpower, Inc.		4,050		153,657
				339,383
Road & Rail - 0.8%
Norfolk Southern Corp.		3,780		231,903
Trading Companies & Distributors - 1.2%
Fastenal Co.		8,300		371,010
Total Industrials				4,945,747
Information Technology - 16.9%
Communications Equipment - 3.9%
Juniper Networks, Inc.*		13,210		218,890
Qualcomm, Inc.		7,590		444,584
Riverbed Technology, Inc.*		26,990		498,505
				1,161,979

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

8

Tax Managed Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Computers & Peripherals - 3.0%
EMC Corp.*		36,500	$	891,330
Internet Software & Services - 2.8%
Google, Inc. - Class A*		970		659,377
LinkedIn Corp. - Class A*		1,740		186,058
				845,435
IT Services - 4.5%
Amdocs Ltd. - ADR		13,920		460,334
MasterCard, Inc. - Class A		1,030		474,758
VeriFone Systems, Inc.*		8,970		265,871
The Western Union Co.		10,120		128,524
				1,329,487
Software - 2.7%
Autodesk, Inc.*		16,810		535,230
Electronic Arts, Inc.*		21,630		267,131
				802,361
Total Information Technology				5,030,592
Materials - 8.3%
Chemicals - 7.4%
Air Products & Chemicals, Inc.		3,200		248,096
Monsanto Co.		19,560		1,683,529
Syngenta AG (Switzerland)1		650		253,428
				2,185,053
Metals & Mining - 0.9%
Alcoa, Inc.		32,310		276,897
Total Materials				2,461,950
Telecommunication Services - 1.7%
Diversified Telecommunication Services - 1.7%
Telenor ASA (Norway)1		25,790		507,241
TOTAL COMMON STOCKS (Identified Cost $23,590,208)				29,236,327

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

9

Tax Managed Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
SHORT-TERM INVESTMENT - 3.7%
Dreyfus Cash Management, Inc. - Institutional Shares2 , 0.06% (Identified Cost $ 1,092,600)		1,092,600	$	1,092,600
TOTAL INVESTMENTS - 101.9% (Identified Cost $ 24,682,808)				30,328,927
LIABILITIES, LESS OTHER ASSETS - (1.9%)				(553,287	)
NET ASSETS - 100%			$	29,775,640

ADR - American Depository Receipt

*Non-income producing security

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

²Rate shown is the current yield as of October 31, 2012.

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

10

Tax Managed Series

Statement of Assets and Liabilities

October 31, 2012

ASSETS:
Investments, at value (identified cost $24,682,808) (Note 2)	$	30,328,927
Foreign tax reclaims receivable		30,957
Dividends receivable		9,491
Receivable for fund shares sold		1,100
TOTAL ASSETS		30,370,475
LIABILITIES:
Accrued management fees (Note 3)		23,884
Accrued fund accounting and administration fees (Note 3)		6,521
Accrued transfer agent fees (Note 3)		2,525
Accrued Chief Compliance Officer service fees (Note 3)		369
Accrued Directors’ fees (Note 3)		48
Payable for securities purchased		531,786
Payable for fund shares repurchased		11,413
Other payables and accrued expenses		18,289
TOTAL LIABILITIES		594,835
TOTAL NET ASSETS	$	29,775,640
NET ASSETS CONSIST OF:
Capital stock	$	10,752
Additional paid-in-capital		22,964,999
Undistributed net investment income		22,820
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		1,129,585
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		5,647,484
TOTAL NET ASSETS	$	29,775,640
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($29,775,640/1,075,219 shares)	$	27.69

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

11

Tax Managed Series

Statement of Operations

For the Year Ended October 31, 2012

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $26,631)	$	532,222
EXPENSES:
Management fees (Note 3)		403,633
Fund accounting and administration fees (Note 3)		32,938
Transfer agent fees (Note 3)		10,743
Chief Compliance Officer service fees (Note 3)		2,496
Directors’ fees (Note 3)		907
Audit fees		29,825
Custodian fees		5,455
Miscellaneous		37,909
Total Expenses		523,906
Less reduction of expenses (Note 3)		(39,547	)
Net Expenses		484,359
NET INVESTMENT INCOME		47,863
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on- Investments		5,227,040
Foreign currency and translation of other assets and liabilities		(1,839	)
		5,225,201
Net change in unrealized appreciation (depreciation) on- Investments		(1,293,450	)
Foreign currency and translation of other assets and liabilities		(1,700	)
		(1,295,150	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		3,930,051
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,977,914

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

12

Tax Managed Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	47,863		$	150,021
Net realized gain (loss) on investments and foreign currency		5,225,201			(1,083,014	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(1,295,150	)		69,312
Net increase (decrease) from operations		3,977,914			(863,681	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(136,434	)		(135,784	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		(21,729,203	)		3,387,055
Net increase (decrease) in net assets		(17,887,723	)		2,387,590
NET ASSETS:
Beginning of year		47,663,363			45,275,773
End of year (including undistributed net investment income of $22,820 and $113,230, respectively)	$	29,775,640		$	47,663,363

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

13

Tax Managed Series

Financial Highlights

	FOR THE YEARS ENDED
	10/31/12			10/31/11			10/31/10			10/31/09			10/31/08
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	24.96		$	25.01		$	21.32		$	18.26		$	28.44
Income (loss) from investment operations:
Net investment income		0.03	1		0.08	1		0.06	1		0.06	1		0.12
Net realized and unrealized gain (loss) on investments		2.77			(0.06	)		3.67			3.11			(9.42	)
Total from investment operations		2.80			0.02			3.73			3.17			(9.30	)
Less distributions to shareholders:
From net investment income		(0.07	)		(0.07	)		(0.04	)		(0.11	)		(0.09	)
From net realized gain on investments		—			—			—			—			(0.79	)
Total distributions to shareholders		(0.07	)		(0.07	)		(0.04	)		(0.11	)		(0.88	)
Net asset value - End of year	$	27.69		$	24.96		$	25.01		$	21.32		$	18.26
Net assets - End of year (000’s omitted)	$	29,776		$	47,663		$	45,276		$	29,259		$	15,530
Total return2		11.28	%		0.08	%		17.50	%		17.57	%		(33.62	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.20	%		1.20	%		1.20	%		1.20	%		1.20	%
Net investment income		0.12	%		0.29	%		0.28	%		0.31	%		0.44	%
Portfolio turnover		47	%		57	%		56	%		48	%		96	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.10	%		0.04	%		0.14	%		0.24	%		0.20	%

¹Calculated based on average shares outstanding during the year.

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

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

14

Tax Managed Series

Notes to Financial Statements

1. Organization

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

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

The 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, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2012, 10.3 billion shares have been designated in total among 43 series, of which 87.5 million have been designated as Tax Managed Series Class A common stock.

2. Significant Accounting Policies

Security Valuation

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

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

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

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

15

Tax Managed Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

The following is a summary of the valuation levels used for major security types as of October 31, 2012 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities:
Consumer Discretionary	$	4,961,444	$	4,828,955	$	132,489	$	—
Consumer Staples		1,837,580		711,455		1,126,125		—
Energy		3,783,824		3,783,824		—		—
Financials		2,392,866		2,392,866		—		—
Health Care		3,315,083		2,842,152		472,931		—
Industrials		4,945,747		4,295,525		650,222		—
Information Technology		5,030,592		5,030,592		—		—
Materials		2,461,950		2,208,522		253,428		—
Telecommunication Services		507,241		—		507,241		—
Mutual Fund		1,092,600		1,092,600		—		—
Total assets	$	30,328,927	$	27,186,491	$	3,142,436	$	—

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

There were no Level 3 securities held by the Series as of October 31, 2011 or October 31, 2012.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2012.

Security Transactions, Investment Income and Expenses

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

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

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

Foreign Currency Translation

The books and records of the Series are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities are translated into U.S. dollars at the current exchange rates. Purchases and sales of investment securities and

16

Tax Managed Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2012, 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, 2009 through October 31, 2012. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

The preparation of financial statements in conformity with 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.

17

Tax Managed Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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

The Advisor has contractually agreed, until at least February 28, 2013, 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 Class A Series at no more than 1.20% of average daily net assets each year. Accordingly, the Advisor waived fees of $39,547 for the year ended October 31, 2012, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 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 and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees by 10%, excluding out-of-pocket expenses.

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, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $18,477,228 and $38,757,646, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in Class A shares of Tax Managed Series were:

	FOR THE YEAR ENDED  10/31/12						FOR THE YEAR ENDED  10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		162,353		$	4,140,214			570,847		$	15,268,622
Reinvested		2,158			51,213			1,543			40,496
Repurchased		(999,140	)		(25,920,630	)		(473,149	)		(11,922,063	)
Total		(834,629	)	$	(21,729,203	)		99,241		$	3,387,055

At October 31, 2012, one omnibus account owned 486,390 shares of the Series (45.2% of shares outstanding) valued at $13,468,152. Investment activities of this shareholder may have a material effect on the Series.

18

Tax Managed Series

Notes to Financial Statements (continued)

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2012.

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 and foreign currency gains and losses. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the fiscal year ended October 31, 2012, $1,839 was reclassified within the capital accounts from Undistributed Net Investment Income to Accumulated Net Realized Gain on Investments. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR   ENDED 10/31/12		FOR THE YEAR   ENDED 10/31/11
Ordinary income	$	136,434	$	135,784

At October 31, 2012, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	24,730,166
Unrealized appreciation		5,977,571
Unrealized depreciation		(378,810	)
Net unrealized appreciation	$	5,598,761
Undistributed ordinary income		22,820
Undistributed long-term capital gains		1,176,943

19

Tax Managed Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized by the Series after October 31, 2011, may get carried forward indefinitely, and will retain their character as short-term and/or long-term losses. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of October 31, 2012, the Series did not have pre or post-enactment net capital loss carryforwards.

The capital loss carryover utilized in the current year was $3,996,162.

20

Tax Managed Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Tax Managed Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2012, 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 19, 2012

21

Tax Managed Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $136,434 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

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

22

Tax Managed Series

Directors’ and Officers’ Information

(unaudited)

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

Interested Director/Officer
Name: Address:	B. Reuben Auspitz* 290 Woodcliff Drive Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Independent Directors
Name: Address:	Stephen B. Ashley 290 Woodcliff Drive Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name: Address:	Peter L. Faber 290 Woodcliff Drive Fairport, NY 14450
Age:	74
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:	41
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name: Address:	Harris H. Rusitzky 290 Woodcliff Drive Fairport, NY 14450
Age:	77
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:	41
Other Directorships Held Outside Fund Complex:	N/A

23

Tax Managed Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name: Address:	Paul A. Brooke 290 Woodcliff Drive Fairport, NY 14450
Age:	66
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) WebMD (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009)
Name: Address:	Chester N. Watson 290 Woodcliff Drive Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (investments)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Officers
Name: Address:	Ryan Albano 290 Woodcliff Drive Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager since 2011 - Manning & Napier Advisors, LLC; Manager (2004-2011) – KPMG LLP
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Jeffrey S. Coons, Ph.D., CFA 290 Woodcliff Drive Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Elizabeth Craig 290 Woodcliff Drive Fairport, NY 14450
Age:	25
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

24

Tax Managed Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)
Name: Address:	Christine Glavin 290 Woodcliff Drive Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Jodi L. Hedberg 290 Woodcliff Drive Fairport, NY 14450
Age:	44
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, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Richard Yates 290 Woodcliff Drive Fairport, NY 14450
Age:	47
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC & affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

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

¹The term of office 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.

25

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26

Tax Managed Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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 our web site	http://www.manning-napier.com

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

MNTAX-10/12-AR

	TARGET INCOME SERIES
	TARGET 2010 SERIES
	TARGET 2015 SERIES
	TARGET 2020 SERIES
	TARGET 2025 SERIES
	TARGET 2030 SERIES
	TARGET 2035 SERIES
	TARGET 2040 SERIES
	TARGET 2045 SERIES
	TARGET 2050 SERIES
	TARGET 2055 SERIES
www.manning-napier.com

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Over the past twelve months, global growth concerns, uncertainty, and volatility have generally caused investors’ risk appetite to rise and fall alongside the shorter-term movement of news. Although the fourth quarter of 2011 and the first quarter of 2012 provided strong equity market returns, investors continued to express apprehension as data pertaining to the U.S. showed signs of softness heading into the second quarter. Additionally, a resurgence of fear and uncertainty related to the European sovereign debt crisis persisted throughout the quarter, placing increased stress on global financial markets. However, markets began to advance again during the later part of the second quarter and throughout the third as encouraging statements from policymakers both domestically and abroad provided a boost to investor confidence. Overall, despite the U.S. stock market posting strong returns over the past year, the market environment continues to be challenging and our slow growth economic outlook remains in place.

Despite multiple shifts in market temperament over the past year, U.S. equity markets, global equity markets, and the domestic bond market all posted positive absolute results. For the twelve months ended October 2012, the S&P 500 Index gained 15.21%. Similarly, the MSCI All Country World Index ex U.S. finished the one year period higher, returning 3.98%. While shifting risk appetites also caused gyrations within fixed income markets, the Barclay’s Capital Aggregate Bond Index returned 5.25% over the past year.

The Target Series include eleven distinct mutual funds, each of which is managed to a designated target date. The investment objective of each Series automatically becomes more conservative over time as the specified target date approaches. The Target 2010, 2020, 2030, 2040, 2050, and Target Income Series were launched on March 28, 2008 and the Target 2015, 2025, 2035, 2045 and Target 2055 Series were launched on June 25, 2012. For the twelve months ending October 31, 2012, the Series launched in 2008 generally lagged their respective benchmarks. However, the Target 2010 Class I, the Target 2010 Class K, the Target 2030 Class I and each class of the Target Income Series outperformed their respective benchmarks.

Although markets continue to be driven by uncertainty and macroeconomic developments, Manning & Napier believes investment decision-making needs to remain focused on industry and company-specific fundamentals. Within equity markets, our security selection strategies and pricing disciplines continue to identify compelling investment opportunities in what we believe are well-positioned and attractively valued growth companies. Broadly speaking, investors continue to display a preference for areas of the market that are perceived to be safe and stable. This market bias has created attractive investment opportunities in many growth-oriented companies. Over the past year, each Target Series maintained a larger position in equities than its respective blended benchmark.

During the year, we continued to find attractive opportunities in companies that adhere to the tenets of our Strategic Profile strategy. Companies that fit this strategy have what we believe to be a demonstrated sustainable competitive advantage which acts as a protective moat around the business. For example, we added or increased investments in sectors such as Information Technology and Healthcare. As of the Target Series’ fiscal year-end, each Series was overweight in the Consumer Discretionary sector and underweight in the Telecommunication Services and Utilities sectors relative to its benchmark.

With regard to the Series’ relative performance, equity selection decisions detracted from relative returns during the twelve months through October. In particular, certain Series investments in the Health Care, Energy, and Information Technology sectors challenged relative performance. This weakness was partially offset by relatively stronger performance among Series holdings in the Consumer Discretionary and Materials sectors which aided relative returns. In terms of sector allocation decisions, the overall relative performance impact of sector positioning was largely muted. The Series’ overweight to the Consumer Discretionary sector and underweight to the Utilities sector as compared to the blended benchmarks contributed positively to relative results for the period.

In the fixed income portion of the Target Series, we continue to favor opportunities we are finding in the corporate sector. As a result, the Target Series’ fixed income investments are most heavily weighted in the corporate sector, and are overweight to this sector relative to the BCA Index. Our main focus is on investment grade corporate bonds, although we are also employing a selective approach to value opportunities we see in corporate bonds rated below investment grade. Additionally, as Treasury yields hover near historic lows, our preference for government debt continues to be U.S. Agency securities. Each Series has a larger position in Agency bonds than the BCA Index.

2

Management Discussion and Analysis

(unaudited)

At Manning & Napier, we continue to focus on areas of the market that we believe can provide compelling long-term growth potential at attractive prices. In the current environment, where the majority of investors are focused on traditionally less volatile areas of the markets, we are finding the best values in growth companies that have the ability to expand the business faster than the broad economy. In short, we will continue to focus our portfolios on areas of the market that we believe can provide compelling long-term absolute returns and keep investors on track to achieve their financial goals.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

3

Performance Update - Target Income Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1	SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Target Income Series - Class K3	6.98%	5.36%
Manning & Napier Fund, Inc. - Target Income Series - Class R3	6.77%	5.11%
Manning & Napier Fund, Inc. - Target Income Series - Class C3	6.24%	4.59%
Manning & Napier Fund, Inc. - Target Income Series - Class I3	7.34%	5.64%
Barclays Capital Intermediate U.S. Aggregate Bond Index4,6	4.14%	5.33%
Target Income Blended Index5,6	6.21%	5.22%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target Income Series - Class K from its inception² (3/28/08) to present (10/31/12) to the Barclays Capital Intermediate U.S. Aggregate Bond Index and the Target Income Blended Index.

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

²Performance numbers for the Series are calculated from 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.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% 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 0.50% for Class K, 0.75% for Class R, 1.25% for Class C and 0.25% for Class I for the year ended October 31, 2012.

⁴The 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.

⁵At October 31, 2012, the Target Income Blended Index is a 8%/22%/70% Blended Index which is made up of 8% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 22% Russell 3000^® Index, and 70% 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. The relative composition of the Target Income Blended Index may change over time to better reflect the asset allocation of the Series.

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

4

Performance Update - Target 2010 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1	SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Target 2010 - Class K3	7.39%	4.50%
Manning & Napier Fund, Inc. - Target 2010 - Class R3	7.21%	4.27%
Manning & Napier Fund, Inc. - Target 2010 - Class C3	6.60%	3.77%
Manning & Napier Fund, Inc. - Target 2010 - Class I3	7.67%	4.77%
Barclays Capital U.S. Aggregate Bond Index4,6	5.25%	6.00%
Target 2010 Blended Index5,6	7.33%	5.00%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2010 Series - Class K from its inception² (3/28/08) to present (10/31/12) to the Barclays Capital U.S. Aggregate Bond Index and the Target 2010 Blended Index.

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

²Performance numbers for the Series are calculated from 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.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% 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 0.57% for Class K, 0.82% for Class R, 1.32% for Class C and 0.32% for Class I for the year ended October 31, 2012.

⁴The 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.

⁵At October 31, 2012, the Target 2010 Blended Index is a 9%/27%/38%/26% Blended Index which is made up of 9% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 27% Russell 3000^® Index, 38% Barclays Capital U.S. Aggregate Bond Index, and 26% 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 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. The relative composition of the Target 2010 Blended Index may change over time to better reflect the asset allocation of the Series.

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

5

Performance Update - Target 2015 Series

(unaudited)

	TOTAL RETURN                   SINCE  INCEPTION1,2
Manning & Napier Fund, Inc. - Target 2015 - Class K3	5.90%
Manning & Napier Fund, Inc. - Target 2015 - Class R3	5.90%
Manning & Napier Fund, Inc. - Target 2015 - Class C3	5.70%
Manning & Napier Fund, Inc. - Target 2015 - Class I3	6.10%
Barclays Capital U.S. Aggregate Bond Index4,6	1.78%
Target 2015 Blended Index5,6	3.29%

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

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

²Performance numbers for the Series are calculated from June 25, 2012, 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 June 30, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2012, this annualized net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 9,646% for Class K, 10,644% for Class R, 10,645% for Class C and 9,682% for Class I for the period ended October 31, 2012.

⁴The 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.

⁵At October 31, 2012, the Target 2015 Blended Index is a 11%/33%/56% Blended Index which is made up of 11% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 33% Russell 3000^® Index, and 56% 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. The relative composition of the Target 2015 Blended Index may change over time to better reflect the asset allocation of the Series.

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

6

Performance Update - Target 2020 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1	SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Target 2020 Series - Class K3	8.08%	4.19%
Manning & Napier Fund, Inc. - Target 2020 Series - Class R3	7.82%	3.89%
Manning & Napier Fund, Inc. - Target 2020 Series - Class C3	7.24%	3.40%
Manning & Napier Fund, Inc. - Target 2020 Series - Class I3	8.36%	4.44%
Barclays Capital U.S. Aggregate Bond Index4,6	5.25%	6.00%
Target 2020 Blended Index5,6	8.54%	4.54%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2020 Series - Class K from its inception² (3/28/08) to present (10/31/12) to the Barclays Capital U.S. Aggregate Bond Index and the Target 2020 Blended Index.

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

²Performance numbers for the Series are calculated from 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.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% 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 0.38% for Class K, 0.63% for Class R, 1.13% for Class C and 0.13% for Class I for the year ended October 31, 2012.

⁴The 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.

⁵At October 31, 2012, the Target 2020 Blended Index is a 11%/32%/57% Blended Index which is made up of 11% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 32% Russell 3000^® Index, and 57% 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. The relative composition of the Target 2020 Blended Index may change over time to better reflect the asset allocation of the Series.

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

7

Performance Update - Target 2025 Series

(unaudited)

	TOTAL RETURN                   SINCE  INCEPTION1,2
Manning & Napier Fund, Inc. - Target 2025 Series - Class K3	7.70%
Manning & Napier Fund, Inc. - Target 2025 Series - Class R3	7.50%
Manning & Napier Fund, Inc. - Target 2025 Series - Class C3	7.30%
Manning & Napier Fund, Inc. - Target 2025 Series - Class I3	7.70%
Russell 3000® Index5	4.40%
Barclays Capital U.S. Aggregate Bond Index4,6	1.78%
Target 2025 Blended Index5,6	3.73%

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

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

²Performance numbers for the Series are calculated from June 25, 2012, 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 June 30, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2012, this annualized net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 259% for Class K, 3,129% for Class R, 3,130% for Class C and 1,967% for Class I for the period ended October 31, 2012.

⁴The 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.

⁵At October 31, 2012, the Target 2025 Blended Index is a 14%/42%/44% Blended Index which is made up of 14% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 42% Russell 3000^® Index, and 44% 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. The relative composition of the Target 2025 Blended Index may change over time to better reflect the asset allocation of the Series.

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

8

Performance Update - Target 2030 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1	SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Target 2030 Series - Class K3	9.12%	3.82%
Manning & Napier Fund, Inc. - Target 2030 Series - Class R3	8.84%	3.60%
Manning & Napier Fund, Inc. - Target 2030 Series - Class C3	8.36%	3.12%
Manning & Napier Fund, Inc. - Target 2030 Series - Class I3	9.36%	4.13%
Russell 3000® Index4,7	14.75%	4.04%
Barclays Capital U.S. Aggregate Bond Index5,7	5.25%	6.00%
Target 2030 Blended Index6,7	9.30%	3.68%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2030 Series -Class K from its inception² (3/28/08) to present (10/31/12) to the Russell 3000^® Index and the Target 2030 Blended Index.

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

²Performance numbers for the Series are calculated from 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.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% 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 0.39% for Class K, 0.64% for Class R, 1.14% for Class C and 0.14% for Class I for the year ended October 31, 2012.

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

⁵The 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.

⁶At October 31, 2012, the Target 2030 Blended Index is a 17%/49%/34% Blended Index which is made up of 17% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 49% Russell 3000^® Index, and 34% 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. The relative composition of the Target 2030 Blended Index may change over time to better reflect the asset allocation of the Series.

⁷Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

9

Performance Update - Target 2035 Series

(unaudited)

	TOTAL  RETURN  SINCE  INCEPTION1,2
Manning & Napier Fund, Inc. - Target 2035 Series - Class K3	9.20%
Manning & Napier Fund, Inc. - Target 2035 Series - Class R3	9.10%
Manning & Napier Fund, Inc. - Target 2035 Series - Class C3	9.30%
Manning & Napier Fund, Inc. - Target 2035 Series - Class I3	9.20%
Russell 3000® Index4,7	4.40%
Barclays Capital U.S. Aggregate Bond Index5,7	1.78%
Target 2035 Blended Index6,7	4.37%

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

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

²Performance numbers for the Series are calculated from June 25, 2012, 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 June 30, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2012, this annualized net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 4,581% for Class K, 9,077% for Class R, 5,503% for Class C and 7,930% for Class I for the period ended October 31, 2012.

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

⁵The 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.

⁶At October 31, 2012, the Target 2035 Blended Index is a 19%/55%/26% Blended Index which is made up of 19% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 55% Russell 3000^® Index, and 26% 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. The relative composition of the Target 2035 Blended Index may change over time to better reflect the asset allocation of the Series.

⁷Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index portfolios.

10

Performance Update - Target 2040 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1	SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Target 2040 - Class K3	8.97%	3.19%
Manning & Napier Fund, Inc. - Target 2040 - Class R3	8.67%	2.96%
Manning & Napier Fund, Inc. - Target 2040 - Class C3	8.08%	2.47%
Manning & Napier Fund, Inc. - Target 2040 - Class I3	9.23%	3.48%
Russell 3000® Index4,6	14.75%	4.04%
Target 2040 Blended Index5,6	11.12%	3.38%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2040 Series - Class K from its inception² (3/28/08) to present (10/31/12) to the Russell 3000^® Index and the Target 2040 Blended Index.

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

²Performance numbers for the Series are calculated from 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.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% 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 0.44% for Class K, 0.69% for Class R, 1.19% for Class C and 0.19% for Class I for the year ended October 31, 2012.

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

⁵At October 31, 2012, the Target 2040 Blended Index is a 20%/60%/20% Blended Index which is made up of 20% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 60% Russell 3000^® Index, and 20% 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. The relative composition of the Target 2040 Blended Index may change over time to better reflect the asset allocation of the Series.

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

11

Performance Update - Target 2045 Series

(unaudited)

	TOTAL  RETURN  SINCE  INCEPTION1,2
Manning & Napier Fund, Inc. - Target 2045 - Class K3	10.10%
Manning & Napier Fund, Inc. - Target 2045 - Class R3	9.90%
Manning & Napier Fund, Inc. - Target 2045 - Class C3	10.10%
Manning & Napier Fund, Inc. - Target 2045 - Class I3	10.10%
Russell 3000® Index4,6	4.40%
Target 2045 Blended Index5,6	3.38%

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

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2012, this annualized net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 3,204% for Class K 8,326% for Class R, 2,985% for Class C and 7,036% for Class I for the period ended October 31, 2012.

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

⁵At October 31, 2012, the Target 2045 Blended Index is a 21%/62%/17% Blended Index which is made up of 21% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 62% Russell 3000^® Index, and 17% 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. The relative composition of the Target 2045 Blended Index may change over time to better reflect the asset allocation of the Series.

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

12

Performance Update - Target 2050 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1	SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Target 2050 - Class K3	9.07%	3.63%
Manning & Napier Fund, Inc. - Target 2050 - Class R3	8.75%	3.38%
Manning & Napier Fund, Inc. - Target 2050 - Class C3	8.29%	2.87%
Manning & Napier Fund, Inc. - Target 2050 - Class I3	9.39%	3.92%
Russell 3000® Index4,6	14.75%	4.04%
Target 2050 Blended Index5,6	11.23%	3.40%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2050 Series - Class K from its inception² (3/28/08) to present (10/31/12) to the Russell 3000^® Index and the Target 2050 Blended Index.

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

²Performance numbers for the Series are calculated from 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.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, this net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% 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 0.73% for Class K, 0.98% for Class R, 1.48% for Class C and 0.48% for Class I for the year ended October 31, 2012.

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

⁵At October 31, 2012, the Target 2050 Blended Index is a 21%/62%/17% Blended Index which is made up of 21% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 62% Russell 3000^® Index, and 17% 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. The relative composition of the Target 2050 Blended Index may change over time to better reflect the asset allocation of the Series.

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

13

Performance Update - Target 2055 Series

(unaudited)

	TOTAL  RETURN  SINCE  INCEPTION1,2
Manning & Napier Fund, Inc. - Target 2055 - Class K3	10.40%
Manning & Napier Fund, Inc. - Target 2055 - Class R3	10.30%
Manning & Napier Fund, Inc. - Target 2055 - Class C3	10.10%
Manning & Napier Fund, Inc. - Target 2055 - Class I3	10.50%
Russell 3000® Index4,6	4.40%
Target 2055 Blended Index5,6	3.38%

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

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2012, this annualized net expense ratio was 0.30% for Class K, 0.55% for Class R, 1.05% for Class C and 0.05% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 19,197% for Class K, 19,015% for Class R, 19,016% for Class C and 19,201% for Class I for the period ended October 31, 2012.

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

⁵At October 31, 2012, the Target 2055 Blended Index is a 21%/62%/17% Blended Index which is made up of 21% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 62% Russell 3000^® Index, and 17% 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. The relative composition of the Target 2055 Blended Index may change over time to better reflect the asset allocation of the Series.

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

14

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 in each class at the beginning of the period and held for the six month period (May 1, 2012 to October 31, 2012).

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 class of the Series and other funds. To do so, compare this 5% hypothetical example for the Series and Class in which you have invested with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

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

	BEGINNING  ACCOUNT VALUE                           5/1/12	ENDING  ACCOUNT VALUE                           10/31/12	EXPENSES PAID  DURING PERIOD                           5/1/12-10/31/121	ANNUALIZED  EXPENSE                           RATIO2
Target Income
Actual (Class K)	$1,000.00	$1,028.60	$1.53	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,028.00	$2.81	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,025.00	$5.36	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,029.60	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

15

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                           5/1/12	ENDING  ACCOUNT VALUE                           10/31/12	EXPENSES PAID  DURING PERIOD                           5/1/12-10/31/121	ANNUALIZED  EXPENSE                           RATIO2
Target 2010
Actual (Class K)	$1,000.00	$1,023.90	$1.53	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,023.10	$2.80	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,020.40	$5.35	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,024.90	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

	BEGINNING  ACCOUNT VALUE                           6/25/12*	ENDING  ACCOUNT VALUE                           10/31/12	EXPENSES PAID  DURING PERIOD                          6/25/12*-10/31/12	ANNUALIZED  EXPENSE                           RATIO5
Target 2015
Actual (Class K)	$1,000.00	$1,059.00	$1.085	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.534	0.30%
Actual (Class R)	$1,000.00	$1,059.00	$1.995	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.804	0.55%
Actual (Class C)	$1,000.00	$1,057.00	$3.795	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.354	1.05%
Actual (Class I)	$1,000.00	$1,061.00	$0.185	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.264	0.05%

	BEGINNING  ACCOUNT VALUE                           5/1/12	ENDING  ACCOUNT VALUE                           10/31/12	EXPENSES PAID  DURING PERIOD                           5/1/12-10/31/121	ANNUALIZED  EXPENSE                           RATIO2
Target 2020
Actual (Class K)	$1,000.00	$1,021.90	$1.53	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,021.20	$2.80	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,018.90	$5.34	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,024.00	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

16

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                           6/25/12*	ENDING  ACCOUNT VALUE                           10/31/12	EXPENSES PAID  DURING PERIOD                           6/25/12*-10/31/12	ANNUALIZED  EXPENSE                           RATIO5
Target 2025
Actual (Class K)	$1,000.00	$1,077.00	$1.095	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.534	0.30%
Actual (Class R)	$1,000.00	$1,075.00	$2.005	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.804	0.55%
Actual (Class C)	$1,000.00	$1,073.00	$3.825	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.354	1.05%
Actual (Class I)	$1,000.00	$1,077.00	$0.185	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.264	0.05%

	BEGINNING  ACCOUNT VALUE                           5/1/12	ENDING  ACCOUNT VALUE                           10/31/12	EXPENSES PAID  DURING PERIOD                           5/1/12-10/31/121	ANNUALIZED  EXPENSE                           RATIO2
Target 2030
Actual (Class K)	$1,000.00	$1,031.20	$1.54	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,030.50	$2.81	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,028.20	$5.37	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,032.10	$0.26	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

	BEGINNING  ACCOUNT VALUE                           6/25/12*	ENDING  ACCOUNT VALUE                           10/31/12	EXPENSES PAID  DURING PERIOD                           6/25/12*-10/31/12	ANNUALIZED  EXPENSE                           RATIO5
Target 2035
Actual (Class K)	$1,000.00	$1,092.00	$1.105	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.534	0.30%
Actual (Class R)	$1,000.00	$1,091.00	$2.025	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.804	0.55%
Actual (Class C)	$1,000.00	$1,093.00	$3.855	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.354	1.05%
Actual (Class I)	$1,000.00	$1,092.00	$0.185	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.264	0.05%

17

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                           5/1/12	ENDING  ACCOUNT VALUE                           10/31/12	EXPENSES PAID  DURING PERIOD                           5/1/12-10/31/121	ANNUALIZED  EXPENSE                           RATIO2
Target 2040
Actual (Class K)	$1,000.00	$1,016.90	$1.53	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,015.90	$2.79	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,013.00	$5.33	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,018.90	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

	BEGINNING  ACCOUNT VALUE                           6/25/12*	ENDING  ACCOUNT VALUE                           10/31/12	EXPENSES PAID  DURING PERIOD                           6/25/12*-10/31/12	ANNUALIZED  EXPENSE                           RATIO5
Target 2045
Actual (Class K)	$1,000.00	$1,101.00	$1.115	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.534	0.30%
Actual (Class R)	$1,000.00	$1,099.00	$2.025	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.804	0.55%
Actual (Class C)	$1,000.00	$1,101.00	$3.875	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.354	1.05%
Actual (Class I)	$1,000.00	$1,101.00	$0.185	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.264	0.05%

	BEGINNING  ACCOUNT VALUE                           5/1/12	ENDING  ACCOUNT VALUE                       10/31/12	EXPENSES PAID  DURING PERIOD                           5/1/12-10/31/121	ANNUALIZED  EXPENSE                           RATIO2
Target 2050
Actual (Class K)	$1,000.00	$1,018.50	$1.53	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.53	0.30%
Actual (Class R)	$1,000.00	$1,016.70	$2.80	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class C)	$1,000.00	$1,015.30	$5.33	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.35	1.05%
Actual (Class I)	$1,000.00	$1,020.40	$0.25	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.26	0.05%

18

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                           6/25/12*	ENDING  ACCOUNT VALUE                           10/31/12	EXPENSES PAID  DURING PERIOD                           6/25/12*-10/31/12	ANNUALIZED  EXPENSE                           RATIO5
Target 2055
Actual (Class K)	$1,000.00	$1,104.00	$1.115	0.30%
Hypothetical3	$1,000.00	$1,023.69	$1.534	0.30%
Actual (Class R)	$1,000.00	$1,103.00	$2.035	0.55%
Hypothetical3	$1,000.00	$1,022.43	$2.804	0.55%
Actual (Class C)	$1,000.00	$1,101.00	$3.875	1.05%
Hypothetical3	$1,000.00	$1,019.91	$5.354	1.05%
Actual (Class I)	$1,000.00	$1,105.00	$0.185	0.05%
Hypothetical3	$1,000.00	$1,024.95	$0.264	0.05%

* Commencement of operations.

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

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

³Assumes 5% annual return before expenses.

⁴Expenses are equal to the Class’ annualized expense ratio (for the period 6/25/2012* to 10/31/2012), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Expenses are based on the most recent fiscal half year. The Class’ total returns would have been lower had certain expenses not been reimbursed during the period.

⁵Expenses are equal to the Series’ annualized expense ratio (for the period 6/25/2012* to 10/31/2012), multiplied by the average account value over the period, multiplied by 128/365 (to reflect the period since inception).

19

Portfolio Composition as of October 31, 2012 - Asset Allocation¹

(unaudited)

¹ Represents portfolio composition of the underlying investment(s) for each Series as a percentage of net assets.

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

20

Portfolio Composition as of October 31, 2012 - Asset Allocation¹

(unaudited)

¹ Represents portfolio composition of the underlying investment(s) for each Series as a percentage of net assets.

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

21

Statements of Assets and Liabilities

October 31, 2012

	TARGET INCOME		TARGET 2010		TARGET 2015			TARGET 2020		TARGET 2025			TARGET 2030
ASSETS:
Manning & Napier Pro-Blend® Maximum Term Series - Class I (671 shares and 4,619,910 shares, respectively)	$	—	$	—	$	—		$	—	$	7,351		$	50,588,019
Manning & Napier Pro-Blend® Extended Term Series - Class I (28 shares, 7,440,210 shares, 3,880 shares and 7,258,533 shares, respectively)		—		—		289			78,122,208		40,741			76,214,597
Manning & Napier Pro-Blend® Moderate Term Series - Class I (2,570,794 shares, 153 shares and 4,838,742 shares, respectively)		—		27,430,369		1,631			51,629,380		—			—
Manning & Napier Pro-Blend® Conservative Term Series - Class I (5,178,903 shares and 1,627,909 shares, respectively)		57,123,304		17,955,841		—			—		—			—
Total investments in securities:
At value*		57,123,304		45,386,210		1,920			129,751,588		48,092			126,802,616
Receivable from Advisor (Note 3)		10,991		11,948		39,310			11,633		39,303			10,420
Receivable for securities sold		300		46,187		—			300		—			300
Receivable for fund shares sold		72,354		36,208		—			114,572		—			230,409
TOTAL ASSETS		57,206,949		45,480,553		41,230			129,878,093		87,395			127,043,745
LIABILITIES:
Accrued distribution and service (Rule 12b-1) fees (Note 3)		12,276		9,071		1			25,958		11			24,744
Accrued fund accounting and administration fees (Note 3)		9,519		9,465		14,448			9,992		14,448			9,951
Accrued transfer agent fees (Note 3)		2,142		2,145		1,066			2,869		1,066			2,764
Accrued Chief Compliance Officer service fees (Note 3)		369		369		756			369		756			369
Accrued Directors’ fees (Note 3)		61		2		87			—		87			21
Payable for securities purchased		55,502		—		—			16,378		—			180,661
Payable for fund shares repurchased		16,637		82,095		—			96,667		—			47,748
Audit fees payable		10,441		10,418		17,750			10,570		17,750			10,553
Accrued Registration and filing fees		105		65		3,497			475		3,497			557
Other payables and accrued expenses		2,401		3,508		1,706			3,943		1,706			3,303
TOTAL LIABILITIES		109,453		117,138		39,311			167,221		39,321			280,671
TOTAL NET ASSETS	$	57,097,496	$	45,363,415	$	1,919		$	129,710,872	$	48,074		$	126,763,074
NET ASSETS CONSIST OF:
Capital stock		52,594		45,366		2			131,258		45			127,422
Additional paid-in-capital		49,017,487		42,070,499		1,884			120,277,918		45,601			116,211,511
Undistributed net investment income (loss)		78,485		54,872		(1	)		142,083		(10	)		100,796
Accumulated net realized gain on underlying series		2,215,881		1,483,622		—			4,563,639		—			4,052,009
Net unrealized appreciation on underlying series		5,733,049		1,709,056		34			4,595,974		2,438			6,271,336
TOTAL NET ASSETS	$	57,097,496	$	45,363,415	$	1,919		$	129,710,872	$	48,074		$	126,763,074

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

22

Statements of Assets and Liabilities

October 31, 2012

	TARGET 2035			TARGET 2040		TARGET 2045			TARGET 2050		TARGET 2055
ASSETS:
Manning & Napier Pro-Blend® Maximum Term Series - Class I (1,071 shares, 6,970,418 shares, 1,373 shares, 3,042,658 shares and 59 shares, respectively)	$	11,724		$	76,326,078	$	15,039		$	33,317,109	$	650
Manning & Napier Pro-Blend® Extended Term Series - Class I (604 shares and 764,299 shares, respectively)		6,345			8,025,142		—			—		—
Total investments in securities:
At value*		18,069			84,351,220		15,039			33,317,109		650
Receivable from Advisor (Note 3)		39,309			11,635		39,309			13,202		39,310
Receivable for securities sold		—			300		—			300		—
Receivable for fund shares sold		—			124,440		—			39,636		—
TOTAL ASSETS		57,378			84,487,595		54,348			33,370,247		39,960
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		14,448			9,686		14,447			9,357		14,447
Accrued distribution and service (Rule 12b-1) fees (Note 3)		2			16,889		6			7,698		1
Accrued transfer agent fees (Note 3)		1,066			2,518		1,066			2,398		1,066
Accrued Chief Compliance Officer service fees (Note 3)		756			369		756			369		756
Accrued Directors’ fees (Note 3)		87			76		87			17		87
Payable for securities purchased		—			22,307		—			34,167		—
Payable for fund shares repurchased		—			94,129		—			5,291		—
Audit fees payable		17,750			10,475		17,750			10,378		17,750
Accrued Registration and filing fees		3,497			361		3,497			175		3,497
Other payables and accrued expenses		1,706			3,048		1,707			2,781		1,707
TOTAL LIABILITIES		39,312			159,858		39,316			72,631		39,311
TOTAL NET ASSETS	$	18,066		$	84,327,737	$	15,032		$	33,297,616	$	649
NET ASSETS CONSIST OF:
Capital stock		17			81,919		14			30,821		1
Additional paid-in-capital		18,260			76,495,100		15,233			30,262,413		601
Undistributed net investment income (loss)		(3	)		32,467		(7	)		7,008		(1	)
Accumulated net realized gain on underlying series		—			1,990,016		—			107,302		—
Net unrealized appreciation (depreciation) on underlying series		(208	)		5,728,235		(208	)		2,890,072		48
TOTAL NET ASSETS	$	18,066		$	84,327,737	$	15,032		$	33,297,616	$	649

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

23

Statements of Assets and Liabilities

October 31, 2012

	TARGET INCOME		TARGET 2010		TARGET 2015			TARGET 2020		TARGET 2025			TARGET 2030
Class K
Net Assets	$	45,925,550	$	27,086,330	$	1,498		$	67,039,321	$	47,648		$	67,509,684
Shares Outstanding		4,227,522		2,708,199		142			6,776,483		4,424			6,791,425
Net Asset Value, Offering Price, and Redemption Price per share	$	10.86	$	10.00	$	10.59	1	$	9.89	$	10.77		$	9.94
Class R
Net Assets	$	3,852,703	$	4,792,601	$	106		$	19,149,856	$	108		$	18,759,241
Shares Outstanding		358,187		483,343		10			1,958,370		10			1,900,849
Net Asset Value, Offering Price, and Redemption Price per share	$	10.76	$	9.92	$	10.59	1	$	9.78	$	10.75	1	$	9.87
Class C
Net Assets	$	1,019,325	$	1,458,369	$	106		$	3,999,101	$	107		$	2,662,329
Shares Outstanding		95,666		147,521		10			410,096		10			271,222
Net Asset Value, Offering Price, and Redemption Price per share	$	10.66	$	9.89	$	10.57	1	$	9.75	$	10.73	1	$	9.82
Class I
Net Assets	$	6,299,918	$	12,026,115	$	209		$	39,522,594	$	211		$	37,831,820
Shares Outstanding		578,039		1,197,499		20			3,980,884		20			3,778,711
Net Asset Value, Offering Price, and Redemption Price per share	$	10.90	$	10.04	$	10.61	1	$	9.93	$	10.77	1	$	10.01
*At identified cost	$	51,390,255	$	43,677,154	$	1,886		$	125,155,614	$	45,654		$	120,531,280

¹Calculated NAV may not equal actual NAV shown due to rounding of the net assets and/or shares outstanding.

	TARGET 2035			TARGET 2040		TARGET 2045			TARGET 2050		TARGET 2055
Class K
Net Assets	$	15,034		$	51,272,673	$	3,320		$	24,759,147	$	214
Shares Outstanding		1,377			4,981,788		302			2,290,575		20
Net Asset Value, Offering Price, and Redemption Price per share	$	10.92		$	10.29	$	11.01	1	$	10.81	$	11.04	1
Class R
Net Assets	$	109		$	11,827,446	$	110		$	3,448,293	$	110
Shares Outstanding		10			1,156,918		10			320,966		10
Net Asset Value, Offering Price, and Redemption Price per share	$	10.91	1	$	10.22	$	10.99	1	$	10.74	$	11.03	1
Class C
Net Assets	$	2,710		$	1,033,878	$	11,388		$	1,074,204	$	110
Shares Outstanding		248			102,326		1,034			101,355		10
Net Asset Value, Offering Price, and Redemption Price per share	$	10.93		$	10.10	$	11.01		$	10.60	$	11.01	1
Class I
Net Assets	$	213		$	20,193,740	$	214		$	4,015,972	$	215
Shares Outstanding		19			1,950,876		19			369,225		19
Net Asset Value, Offering Price, and Redemption Price per share	$	10.92	1	$	10.35	$	11.01	1	$	10.88	$	11.05	1
*At identified cost	$	18,277		$	78,622,985	$	15,247		$	30,427,037	$	602

¹Calculated NAV may not equal actual NAV shown due to rounding of the net assets and/or shares outstanding.

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

24

Statements of Operations

For the Year Ended October 31, 2012

	TARGET INCOME			TARGET 2010			TARGET 2015 FOR THE PERIOD 6/25/121 TO 10/31/12			TARGET 2020			TARGET 2025 FOR THE PERIOD 6/25/121 TO 10/31/12			TARGET 2030
INVESTMENT INCOME:
Income distributions from underlying series	$	1,261,763		$	935,510		$	—		$	2,416,485		$	—		$	1,960,348
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		110,771			59,793			1			139,406			35			150,578
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)		11,860			16,268			—	2		41,496			—	2		26,770
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		15,200			27,504			—	2		100,737			—	2		71,315
Fund accounting and administration fees (Note 3)		43,596			43,394			14,447			45,157			14,447			44,965
Transfer agent fees (Note 3)		8,767			8,686			1,066			11,988			1,066			11,365
Chief Compliance Officer service fees (Note 3)		2,496			2,496			756			2,496			756			2,496
Directors’ fees (Note 3)		1,116			877			87			2,277			87			2,239
Registration and filing fees		46,999			47,423			3,497			50,616			3,497			49,106
Audit fees		17,196			17,318			17,750			17,490			17,750			17,457
Custodian fees		2,195			4,220			420			4,267			420			2,995
Miscellaneous		13,254			13,364			1,287			20,065			1,287			18,857
Total Expenses		273,450			241,343			39,311			435,995			39,345			398,143
Less reduction of expenses (Note 3)		(107,681	)		(115,606	)		(39,310	)		(95,300	)		(39,303	)		(93,380	)
Net Expenses		165,769			125,737			1			340,695			42			304,763
NET INVESTMENT INCOME (LOSS)		1,095,994			809,773			(1	)		2,075,790			(42	)		1,655,585
REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized gain on underlying series		1,318,407			328,894			—			516,139			10			608,155
Distributions of realized gains from underlying series		982,013			1,327,217			—			4,255,728			—			3,448,916
Net change in unrealized appreciation (depreciation) on underlying series		307,113			617,274			34			2,462,193			2,438			4,194,814
NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		2,607,533			2,273,385			34			7,234,060			2,448			8,251,885
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,703,527		$	3,083,158		$	33		$	9,309,850		$	2,406		$	9,907,470

¹ Commencement of operations.

² Amount rounds to less than $1.

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

25

Statements of Operations

For the Year Ended October 31, 2012

	TARGET 2035 FOR THE PERIOD 6/25/121 TO 10/31/12			TARGET 2040			TARGET 2045 FOR THE PERIOD 6/25/121 TO 10/31/12			TARGET 2050			TARGET 2055 FOR THE PERIOD 6/25/121 TO 10/31/12
INVESTMENT INCOME:
Income distributions from underlying series	$	—		$	762,685		$	—		$	282,901		$	—
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		1			104,521			1			52,961			—	2
Distribution and services (Rule 12b-1) fees (Class C) (Note 3)		1			9,356			5			10,134			—	2
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		—	2		67,097			—	2		15,395			—	2
Fund accounting and administration fees (Note 3)		14,447			44,070			14,447			42,960			14,448
Transfer agent fees (Note 3)		1,066			10,228			1,066			9,688			1,066
Chief Compliance Officer service fees (Note 3)		756			2,496			756			2,496			756
Directors’ fees (Note 3)		87			1,551			87			570			87
Registration and filing fees		3,497			48,132			3,497			47,848			3,497
Audit fees		17,750			17,324			17,750			17,176			17,750
Custodian fees		420			2,675			420			2,136			420
Miscellaneous		1,287			16,043			1,287			14,092			1,287
Total Expenses		39,312			323,493			39,316			215,456			39,311
Less reduction of expenses (Note 3)		(39,309	)		(104,746	)		(39,309	)		(122,050	)		(39,310	)
Net Expenses		3			218,747			7			93,406			1
NET INVESTMENT INCOME (LOSS)		(3	)		543,938			(7	)		189,495			(1	)
REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized gain on underlying series		—			1,991,516			—			109,714			—
Net change in unrealized appreciation (depreciation) on underlying series		(208	)		3,971,924			(208	)		2,232,014			48
NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		(208	)		5,963,440			(208	)		2,341,728			48
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	(211	)	$	6,507,378		$	(215	)	$	2,531,223		$	47

¹ Commencement of operations.

² Amount rounds to less than $1.

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

26

Statements of Changes in Net Assets

	TARGET INCOME						TARGET 2010						TARGET 2015 FOR THE PERIOD 6/25/121 TO 10/31/12
	FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11			FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	1,095,994		$	1,006,787		$	809,773		$	611,903		$	(1	)
Net realized gain on underlying series		1,318,407			1,050,632			328,894			3,090,004			—
Distributions of realized gains from underlying series		982,013			1,489,802			1,327,217			614,501			—
Net change in unrealized appreciation (depreciation) on underlying series		307,113			(2,211,399	)		617,274			(3,243,066	)		34
Net increase from operations		3,703,527			1,335,822			3,083,158			1,073,342			33
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(994,528	)		(1,420,895	)		(542,620	)		(479,554	)		—
From net investment income (Class R)		(29,657	)		(9,440	)		(114,727	)		(58,775	)		—
From net investment income (Class C)		(23,100	)		(29,218	)		(28,528	)		(24,168	)		—
From net investment income (Class I)		(141,811	)		(12,717	)		(303,466	)		(29,812	)		—
From net realized gain on investments (Class K)		(1,776,212	)		(492,224	)		(2,048,959	)		(529,696	)		—
From net realized gain on investments (Class R)		(27,719	)		(3,558	)		(462,011	)		(72,781	)		—
From net realized gain on investments (Class C)		(60,498	)		(12,892	)		(171,418	)		(43,987	)		—
From net realized gain on investments (Class I)		(216,121	)		(3,136	)		(1,019,074	)		(27,354	)		—
Total distributions to shareholders		(3,269,646	)		(1,984,080	)		(4,690,803	)		(1,266,127	)		—
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)		5,936,279			2,650,464			6,446,443			5,446,293			1,886
Net increase in net assets		6,370,160			2,002,206			4,838,798			5,253,508			1,919
NET ASSETS:
Beginning of period		50,727,336			48,725,130			40,524,617			35,271,109			—
End of period2	$	57,097,496		$	50,727,336		$	45,363,415		$	40,524,617		$	1,919
1 Commencement of operations.
2Including undistributed net investment income (distributions in excess of net investment income):	$	78,485		$	89,179		$	54,872		$	62,329		$	(1	)

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

27

Statements of Changes in Net Assets

	TARGET 2020						TARGET 2025			TARGET 2030
	FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11			FOR THE PERIOD 6/25/121 TO 10/31/12			FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	2,075,790		$	1,649,009		$	(42	)	$	1,655,585		$	1,285,878
Net realized gain on underlying series		516,139			7,146,008			10			608,155			6,856,640
Distributions of realized gains from underlying series		4,255,728			302,122			—			3,448,916			—
Net change in unrealized appreciation (depreciation) on underlying series		2,462,193			(6,642,777	)		2,438			4,194,814			(5,730,579	)
Net increase from operations		9,309,850			2,454,362			2,406			9,907,470			2,411,939
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(1,070,368	)		(1,234,032	)		—			(925,977	)		(1,038,708	)
From net investment income (Class R)		(344,785	)		(218,696	)		—			(155,445	)		(95,429	)
From net investment income (Class C)		(59,782	)		(52,453	)		—			(24,004	)		(20,789	)
From net investment income (Class I)		(835,497	)		(86,948	)		—			(605,721	)		(58,516	)
From net realized gain on investments (Class K)		(3,524,215	)		(2,143,359	)		—			(3,843,451	)		(1,998,432	)
From net realized gain on investments (Class R)		(1,200,023	)		(426,909	)		—			(685,589	)		(212,808	)
From net realized gain on investments (Class C)		(303,902	)		(140,280	)		—			(181,828	)		(68,377	)
From net realized gain on investments (Class I)		(2,414,187	)		(128,094	)		—			(2,137,168	)		(89,785	)
Total distributions to shareholders		(9,752,759	)		(4,430,771	)		—			(8,559,183	)		(3,582,844	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)		28,341,544			19,669,116			45,668			29,971,242			18,055,075
Net increase in net assets		27,898,635			17,692,707			48,074			31,319,529			16,884,170
NET ASSETS:
Beginning of period		101,812,237			84,119,530			—			95,443,545			78,559,375
End of period2	$	129,710,872		$	101,812,237		$	48,074		$	126,763,074		$	95,443,545
1 Commencement of operations.
2Including undistributed net investment income (distributions in excess of net investment income):	$	142,083		$	171,846		$	(10	)	$	100,796		$	156,358

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

28

Statements of Changes in Net Assets

	TARGET 2035			TARGET 2040						TARGET 2045
	FOR THE PERIOD 6/25/121 TO 10/31/12			FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11			FOR THE PERIOD 6/25/121 TO 10/31/12
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	(3	)	$	543,938		$	472,744		$	(7	)
Net realized gain on underlying series		—			1,991,516			3,464,524			—
Net change in unrealized appreciation (depreciation) on underlying series		(208	)		3,971,924			(3,996,816	)		(208	)
Net increase (decrease) from operations		(211	)		6,507,378			(59,548	)		(215	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		—			(313,151	)		(364,102	)		—
From net investment income (Class R)		—			(77,908	)		(55,126	)		—
From net investment income (Class C)		—			(2,081	)		(2,590	)		—
From net investment income (Class I)		—			(179,939	)		(14,836	)		—
From net realized gain on investments (Class K)		—			(1,939,028	)		(405,746	)		—
From net realized gain on investments (Class R)		—			(649,307	)		(81,999	)		—
From net realized gain on investments (Class C)		—			(48,306	)		(8,299	)		—
From net realized gain on investments (Class I)		—			(821,635	)		(10,968	)		—
Total distributions to shareholders		—			(4,031,355	)		(943,666	)		—
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)		18,277			18,313,044			12,014,839			15,247
Net increase in net assets		18,066			20,789,067			11,011,625			15,032
NET ASSETS:
Beginning of period		—			63,538,670			52,527,045			—
End of period2	$	18,066		$	84,327,737		$	63,538,670		$	15,032
1Commencement of operations.
2Including undistributed net investment income (distributions in excess of net investment income):	$	(3	)	$	32,467		$	61,608		$	(7	)

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

29

Statements of Changes in Net Assets

	TARGET 2050						TARGET 2055
	FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11			FOR THE PERIOD 6/25/121 TO 10/31/12
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	189,495		$	162,934		$	(1	)
Net realized gain on underlying series		109,714			457,861			—
Net change in unrealized appreciation (depreciation) on underlying series		2,232,014			(661,564	)		48
Net increase (decrease) from operations		2,531,223			(40,769	)		47
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(155,055	)		(130,602	)		—
From net investment income (Class R)		(15,226	)		(13,664	)		—
From net investment income (Class C)		(2,607	)		(3,344	)		—
From net investment income (Class I)		(28,585	)		(1,727	)		—
From net realized gain on investments (Class K)		(344,780	)		(29,662	)		—
From net realized gain on investments (Class R)		(47,839	)		(4,292	)		—
From net realized gain on investments (Class C)		(18,248	)		(1,754	)		—
From net realized gain on investments (Class I)		(46,342	)		(255	)		—
Total distributions to shareholders		(658,682	)		(185,300	)		—
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)		7,376,288			5,906,849			602
Net increase in net assets		9,248,829			5,680,780			649
NET ASSETS:
Beginning of period		24,048,787			18,368,007			—
End of period2	$	33,297,616		$	24,048,787		$	649
1Commencement of operations.
2Including undistributed net investment income (distributions in excess of net investment income):	$	7,008		$	18,986		$	(1	)

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

30

Financial Highlights

TARGET INCOME SERIES CLASS K	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.86		$	11.02		$	10.13		$	9.30		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.22			0.23			0.19			0.03			(0.01	)
Net realized and unrealized gain (loss) on underlying series		0.48			0.06			0.92			1.04			(0.69	)
Total from investment operations		0.70			0.29			1.11			1.07			(0.70	)
Less distributions to shareholders:
From net investment income		(0.25	)		(0.33	)		(0.19	)		(0.24	)		—
From net realized gain on investments		(0.45	)		(0.12	)		(0.03	)		—			—
Total distributions to shareholders		(0.70	)		(0.45	)		(0.22	)		(0.24	)		—
Net asset value - End of period	$	10.86		$	10.86		$	11.02		$	10.13		$	9.30
Net assets - End of period (000’s omitted)	$	45,926		$	44,682		$	46,886		$	42,116		$	70,620	3
Total return4		6.98	%		2.77	%		11.22	%		11.80	%		(7.00	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.30	%5		0.30	%6		0.28	%7,8		0.30	%8		0.30	%8,9
Net investment income (loss)		2.07	%		2.11	%		1.83	%		0.31	%		(0.27	%)9
Series portfolio turnover10		16	%		14	%		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 amounts:
		0.20	%5		0.22	%6		0.25	%8		0.41	%8		1,571	%8,9,11

TARGET INCOME SERIES CLASS R	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/12			10/31/11			10/31/10			10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.77		$	10.93		$	10.08		$	9.29		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.09			0.16			0.09			(0.05	)		0.02
Net realized and unrealized gain (loss) on underlying series		0.58			0.10			0.99			1.09			(0.73	)
Total from investment operations		0.67			0.26			1.08			1.04			(0.71	)
Less distributions to shareholders:
From net investment income		(0.23	)		(0.30	)		(0.20	)		(0.25	)		—
From net realized gain on investments		(0.45	)		(0.12	)		(0.03	)		—			—
Total distributions to shareholders		(0.68	)		(0.42	)		(0.23	)		(0.25	)		—
Net asset value - End of period	$	10.76		$	10.77		$	10.93		$	10.08		$	9.29
Net assets - End of period (000’s omitted)	$	3,853		$	553		$	347		$	54		$	93	3
Total return4		6.77	%		2.50	%		10.97	%		11.44	%		(7.10	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.55	%5		0.55	%6		0.54	%7,8		0.55	%8		0.55	%8,9
Net investment income (loss)		0.84	%		1.47	%		0.81	%		(0.51	%)		0.34	%9
Series portfolio turnover10		16	%		14	%		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 amounts:
		0.20	%5		0.22	%6		0.37	%8		169.34	%8		43,127	%8,9,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Represents 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.

⁵Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.68%.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.69%.

⁷During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%. ⁹Annualized.

¹⁰Reflects activity of the Series and does not include the activity of the underlying series.

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

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

31

Financial Highlights

TARGET INCOME SERIES CLASS C	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.67		$	10.84		$	10.00		$	9.26		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.18			0.13			0.07			(0.03	)		(0.01	)
Net realized and unrealized gain (loss) on underlying series		0.44			0.08			0.95			1.02			(0.73	)
Total from investment operations		0.62			0.21			1.02			0.99			(0.74	)
Less distributions to shareholders:
From net investment income		(0.18	)		(0.26	)		(0.15	)		(0.25	)		—
From net realized gain on investments		(0.45	)		(0.12	)		(0.03	)		—			—
Total distributions to shareholders		(0.63	)		(0.38	)		(0.18	)		(0.25	)		—
Net asset value - End of period	$	10.66		$	10.67		$	10.84		$	10.00		$	9.26
Net assets - End of period (000’s omitted)	$	1,019		$	1,424		$	1,195		$	330		$	93	3
Total return4		6.24	%		2.04	%		10.38	%		10.91	%		(7.40	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.05	%5		1.05	%6		0.99	%7,8		1.05	%8		1.05	%8,9
Net investment income (loss)		1.73	%		1.23	%		0.66	%		(0.30	%)		(0.15	%)9
Series portfolio turnover10		16	%		14	%		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 amounts:
		0.20	%5		0.22	%6		0.29	%8		10.70	%8		43,147	%8,9,11

TARGET INCOME SERIES CLASS I	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.89		$	11.05		$	10.17		$	9.32		$	10.00
Income (loss) from investment operations:
Net investment income2		0.24			0.07			0.19			0.06			0.05
Net realized and unrealized gain (loss) on underlying series		0.50			0.25			0.94			1.04			(0.73	)
Total from investment operations		0.74			0.32			1.13			1.10			(0.68	)
Less distributions to shareholders:
From net investment income		(0.28	)		(0.36	)		(0.22	)		(0.25	)		—
From net realized gain on investments		(0.45	)		(0.12	)		(0.03	)		—			—
Total distributions to shareholders		(0.73	)		(0.48	)		(0.25	)		(0.25	)		—
Net asset value - End of period	$	10.90		$	10.89		$	11.05		$	10.17		$	9.32
Net assets - End of period (000’s omitted)	$	6,300		$	4,068		$	298		$	58		$	93	3
Total return4		7.34	%		3.00	%		11.44	%		12.06	%		(6.80	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.05	%5		0.05	%6		0.05	%8		0.05	%8		0.05	%8,9
Net investment income		2.30	%		0.68	%		1.85	%		0.66	%		0.85	%9
Series portfolio turnover10		16	%		14	%		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 amounts:
		0.20	%5		0.23	%6		0.33	%8		54.69	%8		43,107	%8,9,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Represents 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.

⁵Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.68%.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.69%.

⁷During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.70%. ⁹Annualized.

¹⁰Reflects activity of the Series and does not include the activity of the underlying series.

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

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

32

Financial Highlights

TARGET 2010 SERIES CLASS K	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/08 1 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.56		$	10.64		$	9.58		$	8.61		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.18			0.20			0.12			0.02			(0.01	)
Net realized and unrealized gain (loss) on underlying series		0.48			0.10			1.10			1.15			(1.38	)
Total from investment operations		0.66			0.30			1.22			1.17			(1.39	)
Less distributions to shareholders:
From net investment income		(0.25	)		(0.18	)		(0.14	)		(0.20	)		—
From net realized gain on investments		(0.97	)		(0.20	)		(0.02	)		—			—
Total distributions to shareholders		(1.22	)		(0.38	)		(0.16	)		(0.20	)		—
Net asset value - End of period	$	10.00		$	10.56		$	10.64		$	9.58		$	8.61
Net assets - End of period (000’s omitted)	$	27,086		$	23,653		$	27,904		$	15,782		$	101,213	3
Total return4		7.39	%		2.97	%		12.85	%		13.97	%		(13.90	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.30	%5		0.30	%6		0.29	%7,8		0.30	%9		0.30	%9,10
Net investment income (loss)		1.85	%		1.84	%		1.20	%		0.19	%		(0.28	%)10
Series portfolio turnover11		30	%		48	%		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:
		0.27	%5		0.30	%6		0.42	%8		1.31	%9		1,071	%9,10,12

TARGET 2010 SERIES CLASS R	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/08 1 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.48		$	10.57		$	9.54		$	8.61		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.16			0.14			0.12			(0.05	)		0.02
Net realized and unrealized gain (loss) on underlying series		0.48			0.13			1.07			1.18			(1.41	)
Total from investment operations		0.64			0.27			1.19			1.13			(1.39	)
Less distributions to shareholders:
From net investment income		(0.23	)		(0.16	)		(0.14	)		(0.20	)		—
From net realized gain on investments		(0.97	)		(0.20	)		(0.02	)		—			—
Total distributions to shareholders		(1.20	)		(0.36	)		(0.16	)		(0.20	)		—
Net asset value - End of period	$	9.92		$	10.48		$	10.57		$	9.54		$	8.61
Net assets - End of period (000’s omitted)	$	4,793		$	4,885		$	3,655		$	284		$	86	3
Total return4		7.21	%		2.67	%		12.64	%		13.54	%		(13.90	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.55	%5		0.55	%6		0.52	%7,8		0.55	%9		0.55	%9,10
Net investment income (loss)		1.65	%		1.32	%		1.16	%		(0.55	%)		0.36	%10
Series portfolio turnover11		30	%		48	%		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:
		0.27	%5		0.31	%6		0.41	%8		25.36	%9		42,882	%9,10,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Represents 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.

⁵Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.68% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.69% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁷During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

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

¹⁰Annualized.

¹¹Reflects activity of the Series and does not include the activity of the underlying series.

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

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

33

Financial Highlights

TARGET 2010 SERIES CLASS C	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/08 1 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.44		$	10.53		$	9.49		$	8.58		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.13			0.10			0.06			(0.01	)		(0.05	)
Net realized and unrealized gain (loss) on underlying series		0.45			0.12			1.08			1.10			(1.37	)
Total from investment operations		0.58			0.22			1.14			1.09			(1.42	)
Less distributions to shareholders:
From net investment income		(0.16	)		(0.11	)		(0.08	)		(0.18	)		—
From net realized gain on investments		(0.97	)		(0.20	)		(0.02	)		—			—
Total distributions to shareholders		(1.13	)		(0.31	)		(0.10	)		(0.18	)		—
Net asset value - End of period	$	9.89		$	10.44		$	10.53		$	9.49		$	8.58
Net assets - End of period (000’s omitted)	$	1,458		$	2,021		$	2,247		$	1,471		$	98,226	3
Total return4		6.60	%		2.21	%		12.12	%		13.13	%		(14.20	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.05	%5		1.05	%6		0.98	%7,8		1.05	%9		1.05	%9,10
Net investment income (loss)		1.37	%		0.97	%		0.58	%		(0.12	%)		(1.03	%)10
Series portfolio turnover11		30	%		48	%		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:
		0.27	%5		0.30	%6		0.44	%8		5.01	%9		919	%9,10,12

TARGET 2010 SERIES CLASS I	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/08 1 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.60		$	10.68		$	9.62		$	8.63		$	10.00
Income (loss) from investment operations:
Net investment income2		0.21			0.08			0.14			0.07			0.05
Net realized and unrealized gain (loss) on underlying series		0.48			0.25			1.10			1.12			(1.42	)
Total from investment operations		0.69			0.33			1.24			1.19			(1.37	)
Less distributions to shareholders:
From net investment income		(0.28	)		(0.21	)		(0.16	)		(0.20	)		—
From net realized gain on investments		(0.97	)		(0.20	)		(0.02	)		—			—
Total distributions to shareholders		(1.25	)		(0.41	)		(0.18	)		(0.20	)		—
Net asset value - End of period	$	10.04		$	10.60		$	10.68		$	9.62		$	8.63
Net assets - End of period (000’s omitted)	$	12,026		$	9,966		$	1,465		$	469		$	159	3
Total return4		7.67	%		3.20	%		13.10	%		14.23	%		(13.70	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.05	%5		0.05	%6		0.05	%8		0.05	%9		0.05	%9,10
Net investment income		2.16	%		0.81	%		1.44	%		0.83	%		0.86	%10
Series portfolio turnover11		30	%		48	%		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:
		0.27	%5		0.32	%6		0.43	%8		8.26	%9		42,439	%9,10,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Represents 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.

⁵Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.68% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.69% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I.

⁷During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

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

¹⁰Annualized.

¹¹Reflects activity of the Series and does not include the activity of the underlying series.

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

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

34

Financial Highlights

TARGET 2015 SERIES CLASS K	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.01	)
Net realized and unrealized gain (loss) on underlying series		0.60
Total from investment operations		0.59
Net asset value - End of period	$	10.59
Net assets - End of period	$	1,498	3
Total return4		5.90	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.30	%5,6
Net investment loss		(0.30	%)5
The Series had no portfolio turnover for the period.7
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		9,646	%5,6,8

TARGET 2015 SERIES CLASS R	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.02	)
Net realized and unrealized gain (loss) on underlying series		0.61
Total from investment operations		0.59
Net asset value - End of period	$	10.59
Net assets - End of period	$	106	3
Total return4		5.90	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.55	%5,6
Net investment loss		(0.55	%)5
The Series had no portfolio turnover for the period.7
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		10,644	%5,6,8

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁵Annualized.

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

⁷Reflects activity of the Series and does not include the activity of the underlying series.

⁸The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

35

Financial Highlights

TARGET 2015 SERIES CLASS C	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.04	)
Net realized and unrealized gain (loss) on underlying series		0.61
Total from investment operations		0.57
Net asset value - End of period	$	10.57
Net assets - End of period	$	106	3
Total return4		5.70	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.05	%5,6
Net investment loss		(1.05	%)5
The Series had no portfolio turnover for the period.7
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		10,645	%5,6,8

TARGET 2015 SERIES CLASS I	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		—	9
Net realized and unrealized gain (loss) on underlying series		0.61
Total from investment operations		0.61
Net asset value - End of period	$	10.61
Net assets - End of period	$	209	3
Total return4		6.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.05	%5,6
Net investment loss		(0.05	%)5
The Series had no portfolio turnover for the period.7
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		9,682	%5,6,8

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁵Annualized.

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

⁷Reflects activity of the Series and does not include the activity of the underlying series.

⁸The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

⁹Less than $0.01.

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

36

Financial Highlights

TARGET 2020 SERIES CLASS K	FOR THE YEARS ENDED												FOR THE PERIOD
	10/31/2012			10/31/2011			10/31/2010			10/31/2009			3/28/081 TO 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.12		$	10.33		$	9.16		$	8.14		$	10.00
Income (loss) from investment operations:
Net investment income2		0.17			0.20			0.13			0.02			0.04
Net realized and unrealized gain (loss) on underlying series		0.54			0.12			1.23			1.21			(1.90	)
Total from investment operations		0.71			0.32			1.36			1.23			(1.86	)
Less distributions to shareholders:
From net investment income		(0.21	)		(0.19	)		(0.17	)		(0.21	)		—
From net realized gain on investments		(0.73	)		(0.34	)		(0.02	)		—			—
Total distributions to shareholders		(0.94	)		(0.53	)		(0.19	)		(0.21	)		—
Net asset value - End of period	$	9.89		$	10.12		$	10.33		$	9.16		$	8.14
Net assets - End of period (000’s omitted)	$	67,039		$	56,290		$	64,613		$	30,089		$	157	3
Total return4		8.08	%		3.14	%		14.89	%		15.72	%		(18.60	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.30	%5		0.30	%6		0.29	%7,8		0.30	%9		0.30	%9,10
Net investment income		1.72	%		1.97	%		1.38	%		0.28	%		0.74	%10
Series portfolio turnover11		24	%		49	%		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:
		0.08	%5		0.10	%6		0.17	%8		0.72	%9		34,421	%9,10,12

TARGET 2020 SERIES CLASS R	FOR THE YEARS ENDED												FOR THE PERIOD
	10/31/2012			10/31/2011			10/31/2010			10/31/2009			3/28/081 TO 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.02		$	10.24		$	9.10		$	8.13		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.14			0.15			0.12			(0.05	)		0.04
Net realized and unrealized gain (loss) on underlying series		0.54			0.14			1.21			1.23			(1.91	)
Total from investment operations		0.68			0.29			1.33			1.18			(1.87	)
Less distributions to shareholders:
From net investment income		(0.19	)		(0.17	)		(0.17	)		(0.21	)		—
From net realized gain on investments		(0.73	)		(0.34	)		(0.02	)		—			—
Total distributions to shareholders		(0.92	)		(0.51	)		(0.19	)		(0.21	)		—
Net asset value - End of period	$	9.78		$	10.02		$	10.24		$	9.10		$	8.13
Net assets - End of period (000’s omitted)	$	19,150		$	16,105		$	12,229		$	562		$	81	3
Total return4		7.82	%		2.85	%		14.72	%		15.13	%		(18.70	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%5		0.55	%6		0.52	%7,8		0.55	%9		0.55	%9,10
Net investment income (loss)		1.47	%		1.48	%		1.25	%		(0.54	%)		0.62	%10
Series portfolio turnover11		24	%		49	%		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:
		0.08	%5		0.10	%6		0.18	%8		14.54	%9		38,136	%9,10,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Represents 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.

⁵Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁷During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

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

¹⁰Annualized.

¹¹Reflects activity of the Series and does not include the activity of the underlying series.

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

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

37

Financial Highlights

TARGET 2020 SERIES CLASS C	FOR THE YEARS ENDED												FOR THE PERIOD
	10/31/2012			10/31/2011			10/31/2010			10/31/2009			3/28/081 TO 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.99		$	10.21		$	9.06		$	8.10		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.11			0.11			0.10			0.02			(0.05	)
Net realized and unrealized gain (loss) on underlying series		0.52			0.14			1.18			1.13			(1.85	)
Total from investment operations		0.63			0.25			1.28			1.15			(1.90	)
Less distributions to shareholders:
From net investment income		(0.14	)		(0.13	)		(0.11	)		(0.19	)		—
From net realized gain on investments		(0.73	)		(0.34	)		(0.02	)		—			—
Total distributions to shareholders		(0.87	)		(0.47	)		(0.13	)		(0.19	)		—
Net asset value - End of period	$	9.75		$	9.99		$	10.21		$	9.06		$	8.10
Net assets - End of period (000’s omitted)	$	3,999		$	4,155		$	3,803		$	2,123		$	228,171	3
Total return4		7.24	%		2.42	%		14.24	%		14.74	%		(19.00	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.05	%5		1.05	%6		0.98	%7,8		1.05	%9		1.05	%9,10
Net investment income (loss)		1.20	%		1.08	%		1.03	%		0.25	%		(1.05	%)10
Series portfolio turnover11		24	%		49	%		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:
		0.08	%5		0.10	%6		0.18	%8		3.08	%9		158	%9,10,12

TARGET 2020 SERIES CLASS I	FOR THE YEARS ENDED												FOR THE PERIOD
	10/31/2012			10/31/2011			10/31/2010			10/31/2009			3/28/081 TO 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.16		$	10.37		$	9.19		$	8.15		$	10.00
Income (loss) from investment operations:
Net investment income2		0.20			0.09			0.18			0.10			—	13
Net realized and unrealized gain (loss) on underlying series		0.54			0.25			1.21			1.15			(1.85	)
Total from investment operations		0.74			0.34			1.39			1.25			(1.85	)
Less distributions to shareholders:
From net investment income		(0.24	)		(0.21	)		(0.19	)		(0.21	)		—
From net realized gain on investments		(0.73	)		(0.34	)		(0.02	)		—			—
Total distributions to shareholders		(0.97	)		(0.55	)		(0.21	)		(0.21	)		—
Net asset value - End of period	$	9.93		$	10.16		$	10.37		$	9.19		$	8.15
Net assets - End of period (000’s omitted)	$	39,523		$	25,262		$	3,474		$	1,927		$	51,467	3
Total return4		8.36	%		3.37	%		15.24	%		15.98	%		(18.50	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.05	%5		0.05	%6		0.05	%8		0.05	%9		0.05	%9,10
Net investment income (loss)		2.10	%		0.85	%		1.89	%		1.22	%		(0.02	%)10
Series portfolio turnover11		24	%		49	%		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:
		0.08	%5		0.11	%6		0.19	%8		2.90	%9		871	%9,10,12

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Represents 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.

⁵Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

⁷During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

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

¹⁰Annualized.

¹¹Reflects activity of the Series and does not include the activity of the underlying series.

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

¹³Less than $0.01.

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

38

Financial Highlights

TARGET 2025 SERIES CLASS K	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.01	)
Net realized and unrealized gain (loss) on underlying series		0.78
Total from investment operations		0.77
Net asset value - End of period	$	10.77
Net assets - End of period	$	47,648	3
Total return4		7.70	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.30	%5,6
Net investment loss		(0.30	%)5
The Series had no portfolio turnover for the period.7
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		259	%5,6,8

TARGET 2025 SERIES CLASS R	FOR THE PERIOD 6/25/121 TO 10/31/12 10/31/2012
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.02	)
Net realized and unrealized gain (loss) on underlying series		0.77
Total from investment operations		0.75
Net asset value - End of period	$	10.75
Net assets - End of period	$	108	3
Total return4		7.50	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.55	%5,6
Net investment loss		(0.55	%)5
The Series had no portfolio turnover for the period.7
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		3,129	%5,6,8

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁵Annualized.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁷Reflects activity of the Series and does not include the activity of the underlying series.

⁸The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

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

39

Financial Highlights

TARGET 2025 SERIES CLASS C	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.04	)
Net realized and unrealized gain (loss) on underlying series		0.77
Total from investment operations		0.73
Net asset value - End of period	$	10.73
Net assets - End of period	$	107	3
Total return4		7.30	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.05	%5,6
Net investment loss		(1.05	%)5
The Series had no portfolio turnover for the period.7
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		3,130	%5,6,8

TARGET 2025 SERIES CLASS I	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		-	9
Net realized and unrealized gain (loss) on underlying series		0.77
Total from investment operations		0.77
Net asset value - End of period	$	10.77
Net assets - End of period	$	211	3
Total return4		7.70	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.05	%5,6
Net investment loss		(0.05	%)5
The Series had no portfolio turnover for the period.7
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		1,967	%5,6,8

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁵Annualized.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

⁷Reflects activity of the Series and does not include the activity of the underlying series.

⁸The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

⁹Less than $0.01.

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

40

Financial Highlights

TARGET 2030 SERIES CLASS K	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.02		$	10.15		$	8.85		$	7.81		$	10.00
Income (loss) from investment operations:
Net investment income2		0.14			0.16			0.08			0.01			0.03
Net realized and unrealized gain (loss) on underlying series		0.66			0.16			1.36			1.20			(2.22	)
Total from investment operations		0.80			0.32			1.44			1.21			(2.19	)
Less distributions to shareholders:
From net investment income		(0.17	)		(0.15	)		(0.11	)		(0.17	)		—
From net realized gain on investments		(0.71	)		(0.30	)		(0.03	)		—			—
Total distributions to shareholders		(0.88	)		(0.45	)		(0.14	)		(0.17	)		—
Net asset value - End of period	$	9.94		$	10.02		$	10.15		$	8.85		$	7.81
Net assets - End of period (000’s omitted)	$	67,510		$	63,436		$	66,235		$	23,597		$	118	3
Total return4		9.12	%		3.15	%		16.34	%		16.05	%		(21.90	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.30	%5		0.30	%6		0.29	%7,8		0.30	%9		0.30	%9,10
Net investment income		1.50	%		1.58	%		0.87	%		0.14	%		0.54	%10
Series portfolio turnover11		62	%		40	%		15	%		9	%		—	%12
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.09	%5		0.11	%6		0.20	%8		0.97	%9		37,175	%9,10,13

TARGET 2030 SERIES CLASS R	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.96		$	10.09		$	8.83		$	7.79		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.09			0.11			0.06			(0.05	)		0.02
Net realized and unrealized gain (loss) on underlying series		0.68			0.19			1.35			1.26			(2.23	)
Total from investment operations		0.77			0.30			1.41			1.21			(2.21	)
Less distributions to shareholders:
From net investment income		(0.15	)		(0.13	)		(0.12	)		(0.17	)		—
From net realized gain on investments		(0.71	)		(0.30	)		(0.03	)		—			—
Total distributions to shareholders		(0.86	)		(0.43	)		(0.15	)		(0.17	)		—
Net asset value - End of period	$	9.87		$	9.96		$	10.09		$	8.83		$	7.79
Net assets - End of period (000’s omitted)	$	18,759		$	9,243		$	7,162		$	328		$	78	3
Total return4		8.84	%		2.94	%		16.01	%		16.09	%		(22.10	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.55	%5		0.55	%6		0.54	%7,8		0.55	%9		0.55	%9,10
Net investment income (loss)		0.94	%		1.11	%		0.68	%		(0.53	%)		0.31	%10
Series portfolio turnover11		62	%		40	%		15	%		9	%		—	%12
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.09	%5		0.11	%6		0.18	%8		28.67	%9		38,768	%9,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Represents 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.

⁵Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁷During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

¹⁰Annualized.

¹¹Reflects activity of the Series and does not include the activity of the underlying series.

¹²Less than 1%.

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

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

41

Financial Highlights

TARGET 2030 SERIES CLASS C	FOR THE YEARS ENDED												FOR THE PERIOD
	10/31/2012			10/31/2011			10/31/2010			10/31/2009			3/28/081 TO 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.90		$	10.05		$	8.78		$	7.77		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.08			0.07			0.03			(0.02	)		(0.01	)
Net realized and unrealized gain (loss) on underlying series		0.64			0.17			1.33			1.19			(2.22	)
Total from investment operations		0.72			0.24			1.36			1.17			(2.23	)
Less distributions to shareholders:
From net investment income		(0.09	)		(0.09	)		(0.06	)		(0.16	)		—
From net realized gain on investments		(0.71	)		(0.30	)		(0.03	)		—			—
Total distributions to shareholders		(0.80	)		(0.39	)		(0.09	)		(0.16	)		—
Net asset value - End of period	$	9.82		$	9.90		$	10.05		$	8.78		$	7.77
Net assets - End of period (000’s omitted)	$	2,662		$	2,516		$	2,231		$	1,034		$	78	3
Total return4		8.36	%		2.35	%		15.50	%		15.57	%		(22.30	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.05	%5		1.05	%6		1.00	%7,8		1.05	%9		1.05	%9,10
Net investment income (loss)		0.84	%		0.72	%		0.31	%		(0.22	%)		(0.17	%)10
Series portfolio turnover11		62	%		40	%		15	%		9	%		—	%12
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.09	%5		0.11	%6		0.22	%8		5.84	%9		38,789	%9,10,13

TARGET 2030 SERIES CLASS I	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.09		$	10.21		$	8.90		$	7.82		$	10.00
Income (loss) from investment operations:
Net investment income2		0.17			0.07			0.13			0.11			0.01
Net realized and unrealized gain (loss) on underlying series		0.65			0.28			1.35			1.14			(2.19	)
Total from investment operations		0.82			0.35			1.48			1.25			(2.18	)
Less distributions to shareholders:
From net investment income		(0.19	)		(0.17	)		(0.14	)		(0.17	)		—
From net realized gain on investments		(0.71	)		(0.30	)		(0.03	)		—			—
Total distributions to shareholders		(0.90	)		(0.47	)		(0.17	)		(0.17	)		—
Net asset value - End of period	$	10.01		$	10.09		$	10.21		$	8.90		$	7.82
Net assets - End of period (000’s omitted)	$	37,832		$	20,249		$	2,932		$	1,316		$	12,591	3
Total return4		9.36	%		3.47	%		16.76	%		16.56	%		(21.80	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.05	%5		0.05	%6		0.05	%8		0.05	%9		0.05	%9,10
Net investment income		1.78	%		0.74	%		1.34	%		1.37	%		0.16	%10
Series portfolio turnover11		62	%		40	%		15	%		9	%		—	%12
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.09	%5		0.12	%6		0.22	%8		6.18	%9		14,979	%9,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Represents 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.

⁵Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁷During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.83% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

¹⁰Annualized.

¹¹Reflects activity of the Series and does not include the activity of the underlying series.

¹²Less than 1%.

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

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

42

Financial Highlights

TARGET 2035 SERIES CLASS K	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.01	)
Net realized and unrealized gain (loss) on underlying series3		0.93
Total from investment operations		0.92
Net asset value - End of period	$	10.92
Net assets - End of period	$	15,034	4
Total return5		9.20	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.30	%6,7
Net investment loss		(0.30	%)6
The Series had no portfolio turnover for the period.8
* 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 amount:
		4,581	%6,7,9
TARGET 2035 SERIES CLASS R	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.02	)
Net realized and unrealized gain (loss) on underlying series3		0.93
Total from investment operations		0.91
Net asset value - End of period	$	10.91
Net assets - End of period	$	109	4
Total return5		9.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.55	%6,7
Net investment loss		(0.55	%)6
The Series had no portfolio turnover for the period.8
* 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 amount:
		9,077	%6,7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Amount does not coincide with the amount shown on the Statements of Operations due to the timing of capital stock transactions and when the Series experienced unrealized gains and losses during the period.

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

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

⁶Annualized.

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

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

⁹The 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.

43

Financial Highlights

TARGET 2035 SERIES CLASS C	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.04	)
Net realized and unrealized gain (loss) on underlying series3		0.97
Total from investment operations		0.93
Net asset value - End of period	$	10.93
Net assets - End of period	$	2,710	4
Total return5		9.30	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.05	%6,7
Net investment loss		(1.05	%)6
The Series had no portfolio turnover for the period.8
* 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 amount:
		5,503	%6,7,9
TARGET 2035 SERIES CLASS I	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		—	10
Net realized and unrealized gain (loss) on underlying series3		0.92
Total from investment operations		0.92
Net asset value - End of period	$	10.92
Net assets - End of period	$	213	4
Total return5		9.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%6,7
Net investment loss		(0.05	%)6
The Series had no portfolio turnover for the period.8
* 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 amount:
		7,930	%6,7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Amount does not coincide with the amount shown on the Statements of Operations due to the timing of capital stock transactions and when the Series experienced unrealized gains and losses during the period.

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

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

⁶Annualized.

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

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

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

¹⁰Less than $0.01.

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

44

Financial Highlights

TARGET 2040 SERIES CLASS K	FOR THE YEARS ENDED												FOR THE PERIOD
	10/31/2012			10/31/2011			10/31/2010			10/31/2009			3/28/081 TO 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.10		$	10.20		$	8.79		$	7.58		$	10.00
Income (loss) from investment operations:
Net investment income2		0.07			0.09			0.04			—	3		0.02
Net realized and unrealized gain (loss) on underlying series		0.74			(0.02	)		1.46			1.36			(2.44	)
Total from investment operations		0.81			0.07			1.50			1.36			(2.42	)
Less distributions to shareholders:
From net investment income		(0.08	)		(0.08	)		(0.06	)		(0.15	)		—
From net realized gain on investments		(0.54	)		(0.09	)		(0.03	)		—			—
Total distributions to shareholders		(0.62	)		(0.17	)		(0.09	)		(0.15	)		—
Net asset value - End of period	$	10.29		$	10.10		$	10.20		$	8.79		$	7.58
Net assets - End of period (000’s omitted)	$	51,273		$	39,853		$	42,417		$	12,880		$	76	4
Total return5		8.97	%		0.70	%		17.10	%		18.60	%		(24.20	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.30	%6		0.30	%7		0.29	%8,9		0.30	%9		0.30	%9,10
Net investment income		0.70	%		0.88	%		0.43	%		0.05	%		0.40	%10
Series portfolio turnover11		24	%		19	%		4	%		7	%		—	%12
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.14	%6		0.17	%7		0.32	%9		2.10	%9		28,865	%9,10,13

TARGET 2040 SERIES CLASS R	FOR THE YEARS ENDED												FOR THE PERIOD
	10/31/2012			10/31/2011			10/31/2010			10/31/2009			3/28/081 TO 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.04		$	10.14		$	8.76		$	7.58		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.05			0.05			0.04			(0.02	)		0.01
Net realized and unrealized gain (loss) on underlying series		0.73			—	3		1.43			1.35			(2.43	)
Total from investment operations		0.78			0.05			1.47			1.33			(2.42	)
Less distributions to shareholders:
From net investment income		(0.06	)		(0.06	)		(0.06	)		(0.15	)		—
From net realized gain on investments		(0.54	)		(0.09	)		(0.03	)		—			—
Total distributions to shareholders		(0.60	)		(0.15	)		(0.09	)		(0.15	)		—
Net asset value - End of period	$	10.22		$	10.04		$	10.14		$	8.76		$	7.58
Net assets - End of period (000’s omitted)	$	11,827		$	11,475		$	8,168		$	504		$	76	4
Total return5		8.67	%		0.50	%		16.85	%		18.21	%		(24.20	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.55	%6		0.55	%7		0.52	%8,9		0.55	%9		0.55	%9,10
Net investment income (loss)		0.54	%		0.52	%		0.40	%		(0.21	%)		0.14	%10
Series portfolio turnover11		24	%		19	%		4	%		7	%		—	%12
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.14	%6		0.17	%7		0.31	%9		16.27	%9		28,865	%9,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

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

⁵Represents 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.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁸During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

¹⁰Annualized.

¹¹Reflects activity of the Series and does not include the activity of the underlying series.

¹²Less than 1%.

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

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

45

Financial Highlights

TARGET 2040 SERIES CLASS C	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.94		$	10.06		$	8.70		$	7.55		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		—	3		0.01			(0.01	)		(0.06	)		(0.02	)
Net realized and unrealized gain (loss) on underlying series		0.72			(0.01	)		1.43			1.36			(2.43	)
Total from investment operations		0.72			—			1.42			1.30			(2.45	)
Less distributions to shareholders:
From net investment income		(0.02	)		(0.03	)		(0.03	)		(0.15	)		—
From net realized gain on investments		(0.54	)		(0.09	)		(0.03	)		—			—
Total distributions to shareholders		(0.56	)		(0.12	)		(0.06	)		(0.15	)		—
Net asset value - End of period	$	10.10		$	9.94		$	10.06		$	8.70		$	7.55
Net assets - End of period (000’s omitted)	$	1,034		$	913		$	875		$	440		$	75	4
Total return5		8.08	%		(0.01	%)		16.32	%		17.88	%		(24.50	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.05	%6		1.05	%7		0.99	%8,9		1.05	%9		1.05	%9,10
Net investment income (loss)		0.03	%		0.09	%		(0.12	%)		(0.65	%)		(0.36	%)10
Series portfolio turnover11		24	%		19	%		4	%		7	%		—	%12
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.14	%6		0.17	%7		0.37	%9		15.19	%9		28,898	%9,10,13

TARGET 2040 SERIES CLASS I	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.16		$	10.26		$	8.83		$	7.60		$	10.00
Income (loss) from investment operations:
Net investment income2		0.10			0.04			0.08			0.07			—	3
Net realized and unrealized gain (loss) on underlying series		0.74			0.06			1.46			1.32			(2.40	)
Total from investment operations		0.84			0.10			1.54			1.39			(2.40	)
Less distributions to shareholders:
From net investment income		(0.11	)		(0.11	)		(0.08	)		(0.16	)		—
From net realized gain on investments		(0.54	)		(0.09	)		(0.03	)		—			—
Total distributions to shareholders		(0.65	)		(0.20	)		(0.11	)		(0.16	)		—
Net asset value - End of period	$	10.35		$	10.16		$	10.26		$	8.83		$	7.60
Net assets - End of period (000’s omitted)	$	20,194		$	11,298		$	1,066		$	428		$	28,539	4
Total return5		9.23	%		0.93	%		17.52	%		18.86	%		(24.00	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.05	%6		0.05	%7		0.05	%9		0.05	%9		0.05	%9,10
Net investment income (loss)		0.99	%		0.35	%		0.84	%		0.93	%		(0.04	%)10
Series portfolio turnover11		24	%		19	%		4	%		7	%		—	%12
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to averagenet assets) would have been increased by the following amounts:
		0.14	%6		0.18	%7		0.36	%9		18.65	%9		767	%9,10,13

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

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

⁵Represents 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.

⁶Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratios of the underlying series were 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.84% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁸During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

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

¹⁰Annualized.

¹¹Reflects activity of the Series and does not include the activity of the underlying series.

¹²Less than 1%.

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

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

46

Financial Highlights

TARGET 2045 SERIES CLASS K	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.01	)
Net realized and unrealized gain (loss) on underlying series3		1.02
Total from investment operations		1.01
Net asset value - End of period	$	11.01
Net assets - End of period	$	3,320	4
Total return5		10.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.30	%6,7
Net investment loss		(0.30	%)6
The Series had no portfolio turnover for the period.8
* 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 amount:
		3,204	%6,7,9

TARGET 2045 SERIES CLASS R	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.02	)
Net realized and unrealized gain (loss) on underlying series3		1.01
Total from investment operations		0.99
Net asset value - End of period	$	10.99
Net assets - End of period	$	110	4
Total return5		9.90	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.55	%6,7
Net investment loss		(0.55	%)6
The Series had no portfolio turnover for the period.8
* 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 amount:
		8,326	%6,7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Amount does not coincide with the amount shown on the Statements of Operations due to the timing of capital stock transactions and when the Series experienced unrealized gains and losses during the period.

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

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

⁶Annualized.

⁷Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.84%. ⁸Reflects activity of the Series and does not include the activity of the underlying series.

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

47

Financial Highlights

TARGET 2045 SERIES CLASS C	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.04	)
Net realized and unrealized gain (loss) on underlying series3		1.05
Total from investment operations		1.01
Net asset value - End of period	$	11.01
Net assets - End of period	$	11,388	4
Total return5		10.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.05	%6,7
Net investment loss		(1.05	%)6
The Series had no portfolio turnover for the period.8
* 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 amount:
		2,985	%6,7,9

TARGET 2045 SERIES CLASS I	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		—	10
Net realized and unrealized gain (loss) on underlying series3		1.01
Total from investment operations		1.01
Net asset value - End of period	$	11.01
Net assets - End of period	$	214	4
Total return5		10.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.05	%6,7
Net investment loss		(0.05	%)6
The Series had no portfolio turnover for the period.8
* 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 amount:
		7,036	%6,7,9

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Amount does not coincide with the amount shown on the Statements of Operations due to the timing of capital stock transactions and when the Series experienced unrealized gains and losses during the period.

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

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

⁶Annualized.

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

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

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

¹⁰Less than $0.01.

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

48

Financial Highlights

TARGET 2050 SERIES CLASS K	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.20		$	10.22		$	8.85		$	7.58		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.07			0.09			0.03			(0.02	)		0.02
Net realized and unrealized gain (loss) on underlying series		0.81			(0.01	)		1.48			1.52			(2.44	)
Total from investment operations		0.88			0.08			1.51			1.50			(2.42	)
Less distributions to shareholders:
From net investment income		(0.08	)		(0.08	)		(0.06	)		(0.23	)		—
From net realized gain on investments		(0.19	)		(0.02	)		(0.08	)		—			—
Total distributions to shareholders		(0.27	)		(0.10	)		(0.14	)		(0.23	)		—
Net asset value - End of period	$	10.81		$	10.20		$	10.22		$	8.85		$	7.58
Net assets - End of period (000’s omitted)	$	24,759		$	18,293		$	15,242		$	1,047		$	76	3
Total return4		9.07	%		0.76	%		17.16	%		20.71	%		(24.20	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.30	%5		0.30	%5		0.30	%6,7		0.30	%7		0.30	%7,8
Net investment income (loss)		0.69	%		0.82	%		0.28	%		(0.24	%)		0.40	%8
Series portfolio turnover9		5	%		10	%		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 amounts:
		0.43	%5		0.54	%5		1.07	%7		25.10	%7		35,232	%7,8,10

TARGET 2050 SERIES CLASS R	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.14		$	10.16		$	8.82		$	7.58		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.05			0.06			0.03			(0.05	)		0.01
Net realized and unrealized gain (loss) on underlying series		0.80			—	11		1.44			1.52			(2.43	)
Total from investment operations		0.85			0.06			1.47			1.47			(2.42	)
Less distributions to shareholders:
From net investment income		(0.06	)		(0.06	)		(0.05	)		(0.23	)		—
From net realized gain on investments		(0.19	)		(0.02	)		(0.08	)		—			—
Total distributions to shareholders		(0.25	)		(0.08	)		(0.13	)		(0.23	)		—
Net asset value - End of period	$	10.74		$	10.14		$	10.16		$	8.82		$	7.58
Net assets - End of period (000’s omitted)	$	3,448		$	2,686		$	2,154		$	601		$	76	3
Total return4		8.75	%		0.56	%		16.85	%		20.31	%		(24.20	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.55	%5		0.55	%5		0.53	%6,7		0.55	%7		0.55	%7,8
Net investment income (loss)		0.45	%		0.55	%		0.27	%		(0.50	%)		0.14	%8
Series portfolio turnover9		5	%		10	%		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 amounts:
		0.43	%5		0.54	%5		1.44	%7		242.05	%7		35,243	%7,8,10

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Represents 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.

⁵Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.84%.

⁶During 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.

⁷Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%. ⁸Annualized.

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

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

¹¹Less than $0.01.

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

49

Financial Highlights

TARGET 2050 SERIES CLASS C	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.02		$	10.08		$	8.75		$	7.55		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		—	3		0.01			(0.04	)		(0.06	)		(0.02	)
Net realized and unrealized gain (loss) on underlying series		0.80			(0.01	)		1.46			1.49			(2.43	)
Total from investment operations		0.80			—			1.42			1.43			(2.45	)
Less distributions to shareholders:
From net investment income		(0.03	)		(0.04	)		(0.01	)		(0.23	)		—
From net realized gain on investments		(0.19	)		(0.02	)		(0.08	)		—			—
Total distributions to shareholders		(0.22	)		(0.06	)		(0.09	)		(0.23	)		—
Net asset value - End of period	$	10.60		$	10.02		$	10.08		$	8.75		$	7.55
Net assets - End of period (000’s omitted)	$	1,074		$	948		$	843		$	99		$	75	4
Total return5		8.29	%		(0.06	%)		16.34	%		19.84	%		(24.50	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.05	%6		1.05	%6		1.02	%7,8		1.05	%8		1.05	%8,9
Net investment income (loss)		(0.01	%)		0.09	%		(0.44	%)		(0.71	%)		(0.36	%)9
Series portfolio turnover10		5	%		10	%		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 amounts:
		0.43	%6		0.55	%6		1.23	%8		73.45	%8		35,267	%8,9,11

TARGET 2050 SERIES CLASS I	FOR THE YEARS ENDED												FOR THE PERIOD 3/28/081 TO 10/31/08
	10/31/2012			10/31/2011			10/31/2010			10/31/2009
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.26		$	10.28		$	8.90		$	7.60		$	10.00
Income (loss) from investment operations:
Net investment income2		0.09			0.03			0.07			0.16			—	3
Net realized and unrealized gain (loss) on underlying series		0.83			0.08			1.47			1.37			(2.40	)
Total from investment operations		0.92			0.11			1.54			1.53			(2.40	)
Less distributions to shareholders:
From net investment income		(0.11	)		(0.11	)		(0.08	)		(0.23	)		—
From net realized gain on investments		(0.19	)		(0.02	)		(0.08	)		—			—
Total distributions to shareholders		(0.30	)		(0.13	)		(0.16	)		(0.23	)		—
Net asset value - End of period	$	10.88		$	10.26		$	10.28		$	8.90		$	7.60
Net assets - End of period (000’s omitted)	$	4,016		$	2,121		$	129		$	79		$	17,863	4
Total return5		9.39	%		0.98	%		17.40	%		21.07	%		(24.00	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*		0.05	%6		0.05	%6		0.05	%8		0.05	%8		0.05	%8,9
Net investment income (loss)		0.89	%		0.25	%		0.76	%		2.07	%		(0.03	%)9
Series portfolio turnover10		5	%		10	%		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 amounts:
		0.43	%6		0.57	%6		1.90	%8		141.53	%8		1,903	%8,9,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

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

⁵Represents 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.

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

⁷During the year ended October 31, 2010, due to the timing of the renewal of the Series’ distribution plan under Rule 12b-1, the Series incurred approximately 11 months of distribution expense. The expense ratio would have been higher and the net investment income ratio and total return would have been lower had the Series incurred a full year of distribution expense.

⁸Expense ratios do not include expenses of the underlying series in which the Series invests. The expense ratio of the underlying series was 0.85%. ⁹Annualized.

¹⁰Reflects activity of the Series and does not include the activity of the underlying series.

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

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

50

Financial Highlights

TARGET 2055 SERIES CLASS K	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.01	)
Net realized and unrealized gain (loss) on underlying series		1.05
Total from investment operations		1.04
Net asset value - End of period	$	11.04
Net assets - End of period	$	214	3
Total return4		10.40	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		0.30	%5,6
Net investment loss		(0.30	%)5
The Series had no portfolio turnover for the period.7
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		19,197	%5,6,8

TARGET 2055 SERIES CLASS R	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.02	)
Net realized and unrealized gain (loss) on underlying series		1.05
Total from investment operations		1.03
Net asset value - End of period	$	11.03
Net assets - End of period	$	110	3
Total return4		10.30	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		0.55	%5,6
Net investment loss		(0.55	%)5
The Series had no portfolio turnover for the period.7
* The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		19,015	%5,6,8

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁵Annualized.

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

⁷Reflects activity of the Series and does not include the activity of the underlying series.

⁸The 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.

51

Financial Highlights

TARGET 2055 SERIES CLASS C	FOR THE PERIOD 6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.04	)
Net realized and unrealized gain (loss) on underlying series		1.05
Total from investment operations		1.01
Net asset value - End of period	$	11.01
Net assets - End of period	$	110	3
Total return4		10.10	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.05	%5,6
Net investment loss		(1.05	%)5
The Series had no portfolio turnover for the period.7
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		19,016	%5,6,8

TARGET 2055 SERIES CLASS I	FOR THE PERIOD
	6/25/121 TO 10/31/12
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.00
Income (loss) from investment operations:
Net investment loss2		—	9
Net realized and unrealized gain (loss) on underlying series		1.05
Total from investment operations		1.05
Net asset value - End of period	$	11.05
Net assets - End of period	$	215	3
Total return4		10.50	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.05	%5,6
Net investment loss		(0.05	%)5
The Series had no portfolio turnover for the period.7
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amount:
		19,201	%5,6,8

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

⁵Annualized.

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

⁷Reflects activity of the Series and does not include the activity of the underlying series.

⁸The increase to the expense ratios (to average net assets) is largely due to the small net assets in each class.

⁹Less than $0.01.

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

52

Notes to Financial Statements

1. Organization

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

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

Each Series is authorized to issue 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.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15.0 billion shares of common stock each having a par value of $0.01. As of October 31, 2012, 10.3 billion shares have been designated in total among 41 series, of which 10 million have been designated in each of the Series for Class C common stock, 40 million have been designated in each of the Series for Class K and R common stock and 100 million have been designated in each of the Series for Class I common stock.

2. Significant Accounting Policies

Security Valuation

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

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

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

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

53

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

The following is a summary of the valuation levels used for major security types as of October 31, 2012 in valuing the Series’ assets or liabilities carried at fair value:

	TARGET INCOME SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	57,12 3,304	$	57,123,304	$	—	$	—
Total assets:	$	57,123,304	$	57,123,304	$	—	$	—
	TARGET 2010 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	45,386,210	$	45,386,210	$	—	$	—
Total assets:	$	45,386,210	$	45,386,210	$	—	$	—
	TARGET 2015 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	1,920	$	1,920	$	—	$	—
Total assets:	$	1,920	$	1,920	$	—	$	—
	TARGET 2020 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	129,751,588	$	129,751,588	$	—	$	—
Total assets:	$	129,751,588	$	129,751,588	$	—	$	—
	TARGET 2025 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	48,092	$	48,092	$	—	$	—
Total assets:	$	48,092	$	48,092	$	—	$	—
	TARGET 2030 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	126,802,616	$	126,802,616	$	—	$	—
Total assets:	$	126,802,616	$	126,802,616	$	—	$	—
	TARGET 2035 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	18,069	$	18,069	$	—	$	—
Total assets:	$	18,069	$	18,069	$	—	$	—

54

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	TARGET 2040 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	84,351,220	$	84,351,220	$	—	$	—
Total assets:	$	84,351,220	$	84,351,220	$	—	$	—
	TARGET 2045 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	15,039	$	15,039	$	—	$	—
Total assets:	$	15,039	$	15,039	$	—	$	—
	TARGET 2050 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	33,317,109	$	33,317,109	$	—	$	—
Total assets:	$	33,317,109	$	33,317,109	$	—	$	—
	TARGET 2055 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	650	$	650	$	—	$	—
Total assets:	$	650	$	650	$	—	$	—

There were no Level 2 or Level 3 securities held by any of the Series as of October 31, 2011 or October 31, 2012.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2012.

Security Transactions, Investment Income and Expenses

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

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

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

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

Federal Taxes

Each Series’ policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. The Series are not subject to federal income tax or excise tax to the extent that each Series distributes to shareholders each

55

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Federal Taxes (continued)

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2012, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series, and Target 2050 Series tax returns remains open for the years ended October 31, 2009 through October 31, 2012. As the commencement of operations of Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series, and Target 2055 Series was June 25, 2012, the statue of limitations remains open for the year ended October 31, 2012. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

The preparation of financial statements in conformity with 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 Advisor does not receive an advisory fee for the services it performs for the Series. However, the Advisor is entitled to receive an advisory fee from each of the Underlying Series in which the Series invest.

Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series’ organization. The Advisor also provides the Fund with necessary office space and fund administration and support services. The salaries of all officers of the Fund (except a percentage of the Fund’s Chief Compliance Officer’s salary, which is paid by the Fund), and of all Directors who are “affiliated

56

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

persons” of the Fund, or of the Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended.

The Advisor has contractually agreed, until at least February 28, 2020 for Target Income Series, Target 2010 Series, Target 2020 Series, Target 2030 Series, Target 2040 Series, Target 2050 Series and until at least February 28, 2023 for Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series, and Target 2055 Series, to limit each class’ total direct annual fund operating expenses for the Series at no more than 0.05% for each class, exclusive of distribution and service fees, of average daily net assets each year. The Advisor’s agreement to limit each class’ operating expenses is limited to direct operating expenses and, therefore, does not apply to the indirect expenses incurred by the Series through their investments in the Underlying Series. For the year ended October 31, 2012, the Advisor reimbursed expenses of $107,681 for Target Income Series, $115,606 for Target 2010 Series, $39,310 for Target 2015 Series, $95,300 for Target 2020 Series, $39,303 for Target 2025 Series, $93,380 for Target 2030 Series, $39,309 for Target 2035 Series, $104,746 for Target 2040 Series, $39,309 for Target 2045 Series, $122,050 for Target 2050 Series, and $39,310 for Target 2055 Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The fee rates for these Series are as follows: An annual fee related to fund accounting and administration of 0.0025% of the average daily net assets with an annual base fee of $40,500 per Target Series. Transfer Agent fees are charged to the Fund on a per account basis. Additionally, certain cusip-based and out-of-pocket expenses are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees by 10%, excluding out-of-pocket expenses.

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, 2012, purchases and sales of underlying series were as follows:

SERIES	PURCHASES		SALES
Target Income Series	$	13,570,979	$	8,833,390
Target 2010 Series	$	16,925,256	$	13,040,423
Target 2015 Series	$	1,887	$	1
Target 2020 Series	$	53,478,183	$	28,565,626
Target 2025 Series	$	45,794	$	150
Target 2030 Series	$	94,996,920	$	68,481,843
Target 2035 Series	$	18,278	$	1
Target 2040 Series	$	32,882,645	$	18,070,112
Target 2045 Series	$	15,247	$	1
Target 2050 Series	$	8,247,760	$	1,342,228
Target 2055 Series	$	602	$	—

57

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers

A summary of the Series’ transactions in the shares of affiliated issuers during the year ended October 31, 2012 is set forth below:

TARGET INCOME SERIES	VALUE AT 10/31/11		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD AT 10/31/12		DIVIDEND INCOME 10/31/11 THROUGH 10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 10/31/11 THROUGH 10/31/12
Manning & Napier Pro-Blend® Conservative Term Series - Class I	$	50,760,195	$	13,570,979	$	8,833,390	$	57,123,304		5,178,903	$	1,261,763	$	2,300,420
	$	50,760,195	$	13,570,979	$	8,833,390	$	57,123,304			$	1,261,763	$	2,300,420
TARGET 2010 SERIES	VALUE AT 10/31/11		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD AT 10/31/12		DIVIDEND INCOME 10/31/11 THROUGH 10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 10/31/11 THROUGH 10/31/12
Manning & Napier Pro-Blend® Moderate Term Series - Class I	$	32,326,819	$	6,025,939	$	11,099,545	$	27,430,369		2,570,794	$	661,688	$	1,442,775
Manning & Napier Pro-Blend® Conservative Term Series - Class I		8,228,390		10,899,317		1,940,878		17,955,841		1,627,909		273,822		213,336
	$	40,555,209	$	16,925,256	$	13,040,423	$	45,386,210			$	935,510	$	1,656,111
TARGET 2015 SERIES	VALUE AT 6/25/121		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD AT 10/31/12		DIVIDEND INCOME 6/25/121 THROUGH 10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 6/25/121 THROUGH 10/31/12
Manning & Napier Pro-Blend® Extended Term Series - Class I	$	—	$	283	$	—	$	289		28	$	—	$	—
Manning & Napier Pro-Blend® Moderate Term Series - Class I		—		1,604		1		1,631		153		—		—
	$	—	$	1,887	$	1	$	1,920			$	—	$	—

¹  Commencement of operations.

58

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

TARGET 2020 SERIES	VALUE AT 10/31/11		PURCHASE     COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD     AT 10/31/12		DIVIDEND     INCOME 10/31/11 THROUGH 10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 10/31/11 THROUGH 10/31/12
Manning & Napier Pro-Blend® Extended Term Series - Class I	$	60,936,279	$	29,780,497	$	14,135,368	$	78,122,208		7,440,210	$	1,453,184	$	3,288,210
Manning & Napier Pro-Blend® Moderate Term Series - Class I		40,924,421		23,697,686		14,430,258		51,629,380		4,838,742		963,301		1,483,657
	$	101,860,700	$	53,478,183	$	28,565,626	$	129,751,588			$	2,416,485	$	4,771,867
TARGET 2025 SERIES	VALUE AT 6/25/121		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD AT 10/31/12		DIVIDEND INCOME 6/25/121 THROUGH 10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 6/25/121 THROUGH 10/31/12
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	—	$	6,869	$	23	$	7,351		671	$	—	$	2
Manning & Napier Pro-Blend® Extended Term Series - Class I		—		38,925		127		40,741		3,880		—		8
	$	—	$	45,794	$	150	$	48,092			$	—	$	10
1Commencementof operations.
TARGET 2030 SERIES	VALUE AT 10/31/11		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD AT 10/31/12		DIVIDEND INCOME 10/31/11 THROUGH 10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 10/31/11 THROUGH 10/31/12
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	18,521,072	$	49,616,486	$	21,162,275	$	50,588,019		4,619,910	$	308,004	$	70,163
Manning & Napier Pro-Blend® Extended Term Series - Class I		76,963,499		45,380,434		47,319,568		76,214,597		7,258,533		1,652,344		3,986,908
	$	95,484,571	$	94,996,920	$	68,481,843	$	126,802,616			$	1,960,348	$	4,057,071

59

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

TARGET 2035 SERIES	VALUE AT 6/25/121		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD AT 10/31/12		DIVIDEND INCOME 6/25/121 THROUGH 10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 6/25/121 THROUGH 10/31/12
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	—	$	11,881	$	1	$	11,724		1,071	$	—	$	—
Manning & Napier Pro-Blend® Extended Term Series - Class I		—		6,397		—		6,345		604		—		—
	$	—	$	18,278	$	1	$	18,069			$	—	$	—
1Commencementof operations.
TARGET 2040 SERIES	VALUE AT 10/31/11		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD AT 10/31/12		DIVIDEND INCOME 10/31/11 THROUGH 10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 10/31/11 THROUGH 10/31/12
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	63,575,247	$	24,303,829	$	17,072,480	$	76,326,078		6,970,418	$	705,093	$	1,952,976
Manning & Napier Pro-Blend® Extended Term Series - Class I		—		8,578,816		997,633		8,025,142		764,299		57,592		38,540
	$	63,575,247	$	32,882,645	$	18,070,113	$	84,351,220			$	762,685	$	1,991,516
TARGET 2045 SERIES	VALUE AT 6/25/121		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD AT 10/31/12		DIVIDEND INCOME 6/25/121 THROUGH 10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 6/25/121 THROUGH 10/31/12
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	—	$	15,247	$	1	$	15,039		1,373	$	—	$	—
	$	—	$	15,247	$	1	$	15,039			$	—	$	—

¹ Commencement of operations.

60

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

TARGET 2050 SERIES	VALUE AT 10/31/11		PURCHASE     COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD     AT 10/31/12		DIVIDEND INCOME 10/31/11 THROUGH     10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 10/31/11 THROUGH 10/31/12
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	24,069,850	$	8,247,760	$	1,342,228	$	33,317,109		3,042,658	$	282,901	$	109,714
	$	24,069,850	$	8,247,760	$	1,342,228	$	33,317,109			$	282,901	$	109,714
TARGET 2055 SERIES	VALUE AT 6/25/121		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/12		SHARES HELD AT 10/31/12		DIVIDEND INCOME 6/25/121 THROUGH 10/31/12		DISTRIBUTIONS AND NET REALIZED GAIN 6/25/121 THROUGH 10/31/12
Manning & Napier Pro-Blend® Maximum Term Series - Class I	$	—	$	602	$	—	$	650		59	$	—	$	—
	$	—	$	602	$	—	$	650			$	—	$	—

¹ Commencement of operations.

6. Capital Stock Transactions

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

TARGET INCOME SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		523,906		$	5,535,863			362,556		$	3,910,102			366,391		$	3,779,908			44,775		$	479,118
Reinvested		274,181			2,770,577			182,292			1,912,025			5,401			54,623			1,095			11,394
Repurchased		(685,141	)		(7,289,463	)		(684,328	)		(7,414,278	)		(64,907	)		(689,833	)		(26,311	)		(283,256	)
Total		112,946		$	1,016,977			(139,480	)	$	(1,592,151	)		306,885		$	3,144,698			19,559		$	207,256
TARGET INCOME SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS C     SHARES			AMOUNTS			CLASS C     SHARES			AMOUNTS			CLASS I     SHARES			AMOUNTS			CLASS I     SHARES			AMOUNTS
Sold		15,255		$	156,232			25,545		$	271,238			352,531		$	3,774,856			393,080		$	4,289,430
Reinvested		7,235			71,893			3,384			34,894			33,716			342,110			1,499			15,852
Repurchased		(60,384	)		(624,396	)		(5,620	)		(59,932	)		(181,620	)		(1,946,091	)		(48,088	)		(516,123	)
Total		(37,894	)	$	(396,271	)		23,309		$	246,200			204,627		$	2,170,875			346,491		$	3,789,159

61

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET 2010 SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		561,252		$	5,508,851			310,020		$	3,277,958			393,519		$	3,795,603			282,494		$	2,963,932
Reinvested		282,819			2,590,645			97,770			1,009,250			63,456			576,739			12,839			131,556
Repurchased		(375,458	)		(3,775,683	)		(790,894	)		(8,561,266	)		(439,620	)		(4,285,105	)		(175,273	)		(1,841,204	)
Total		468,613		$	4,323,813			(383,104	)	$	(4,274,058	)		17,355		$	87,237			120,060		$	1,254,284
TARGET 2010 SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		3,361		$	32,141			49,120		$	518,688			392,097		$	3,936,730			957,674		$	10,313,222
Reinvested		20,597			186,726			6,272			63,974			143,295			1,317,570			5,512			57,166
Repurchased		(70,074	)		(684,116	)		(75,224	)		(789,515	)		(277,741	)		(2,753,658	)		(160,530	)		(1,697,468	)
Total		(46,116	)	$	(465,249	)		(19,832	)	$	(206,853	)		257,651		$	2,500,642			802,656		$	8,672,920
TARGET 2015 SERIES:	FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12												FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	CLASS K SHARES						AMOUNTS						CLASS R SHARES						AMOUNTS
Sold		142						$                                     1,486						10						$                                     100
Reinvested		—						—						—						—
Repurchased		—*									(1	)		—						—
Total		142						$                                     1,485						10						$                                     100
TARGET 2015 SERIES:	FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12												FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	CLASS C SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold		10						$                                         100						20						$                                     201
Reinvested		—						—						—						—
Repurchased		—						—						—						—
Total		10						$                                         100						20						$                                     201
TARGET 2020 SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		2,010,613		$	19,380,782			1,675,922		$	17,119,288			1,586,443		$	14,918,784			595,012		$	6,051,043
Reinvested		513,902			4,592,996			338,950			3,377,391			174,604			1,544,787			65,420			645,605
Repurchased		(1,309,313	)		(13,015,008	)		(2,707,061	)		(28,217,949	)		(1,409,863	)		(13,486,444	)		(247,831	)		(2,501,394	)
Total		1,215,202		$	10,958,770			(692,189	)	$	(7,721,270	)		351,184		$	2,977,127			412,601		$	4,195,254

62

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET 2020 SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		46,997		$	447,342			145,377		$	1,473,638			1,566,124		$	15,470,859			2,300,696		$	24,268,461
Reinvested		41,112			362,644			19,531			192,191			356,691			3,197,362			21,490			215,042
Repurchased		(94,108	)		(896,029	)		(121,172	)		(1,213,890	)		(428,431	)		(4,176,531	)		(170,809	)		(1,740,310	)
Total		(5,999	)	$	(86,043	)		43,736		$	451,939			1,494,384		$	14,491,690			2,151,377		$	22,743,193
TARGET 2025 SERIES:	FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12												FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	CLASS K SHARES						AMOUNTS						CLASS R SHARES						AMOUNTS
Sold		4,436						$                                 45,393						10						$                                 100
Reinvested		—						—						—						—
Repurchased					(12	)					(126	)								—
Total		4,424						$                                 45,267						10						$                                 100
TARGET 2025 SERIES:	FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12												FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	CLASS C SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold		10						$                                     100						20						$                                 201
Reinvested		—						—						—						—
Repurchased		—						—						—						—
Total		10						$                                     100						20						$                                 201
TARGET 2030 SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		1,493,777		$	14,289,691			1,386,806		$	14,122,320			1,320,003		$	12,422,140			364,895		$	3,702,652
Reinvested		539,635			4,767,830			304,172			3,037,140			95,760			840,383			31,015			307,921
Repurchased		(1,570,157	)		(15,485,014	)		(1,889,426	)		(19,955,578	)		(442,838	)		(4,271,407	)		(177,715	)		(1,812,551	)
Total		463,255		$	3,572,507			(198,448	)	$	(2,796,118	)		972,925		$	8,991,116			218,195		$	2,198,022
TARGET 2030 SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		39,988		$	378,005			52,873		$	542,800			1,811,542		$	17,853,946			1,840,303		$	19,567,214
Reinvested		23,588			205,832			9,025			89,165			307,186			2,731,694			14,752			148,301
Repurchased		(46,351	)		(431,851	)		(29,974	)		(296,887	)		(345,996	)		(3,330,007	)		(136,151	)		(1,397,422	)
Total		17,225		$	151,986			31,924		$	335,078			1,772,732		$	17,255,633			1,718,904		$	18,318,093

63

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET 2035 SERIES:	FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12												FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	CLASS K SHARES						AMOUNTS						CLASS R SHARES						AMOUNTS
Sold		1,377						$                                 15,234						10						$                                 100
Reinvested		—						—						—						—
Repurchased		—*									(1	)		—						—
Total		1,377						$                                 15,233						10						$                                 100
TARGET 2035 SERIES:	FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12												FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	CLASS C SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold		248						$                                 2,743						19						$                                 201
Reinvested		—						—						—						—
Repurchased		—						—						—						—
Total		248						$                                 2,743						19						$                                 201
TARGET 2040 SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		1,506,199		$	14,907,962			856,765		$	8,988,768			984,101		$	9,596,688			509,743		$	5,324,802
Reinvested		249,919			2,251,557			73,655			769,848			81,216			726,846			13,209			137,125
Repurchased		(719,680	)		(7,230,770	)		(1,142,322	)		(12,527,615	)		(1,051,750	)		(10,338,754	)		(184,893	)		(1,905,669	)
Total		1,036,438		$	9,928,749			(211,902	)	$	(2,768,999	)		13,567		$	(15,220	)		338,059		$	3,556,258
TARGET 2040 SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		10,695		$	105,115			16,846		$	177,697			981,605		$	9,832,649			1,065,270		$	11,761,116
Reinvested		5,069			44,909			972			10,017			110,490			1,001,120			2,453			25,804
Repurchased		(5,277	)		(50,777	)		(12,994	)		(140,032	)		(253,542	)		(2,533,501	)		(59,387	)		(607,022	)
Total		10,487		$	99,247			4,824		$	47,682			838,553		$	8,300,268			1,008,336		$	11,179,898
TARGET 2045 SERIES:	FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12												FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	CLASS K SHARES						AMOUNTS						CLASS R SHARES						AMOUNTS
Sold		302						$                                 3,355						10						$                                 100
Reinvested		—						—						—						—
Repurchased		—						—						—						—
Total		302						$                                 3,355						10						$                                 100

64

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET 2045 SERIES:	FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12												FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	CLASS C SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold		1,034						$                                 11,591						19						$                                     201
Reinvested		—						—						—						—
Repurchased		—						—						—						—
Total		1,034						$                                 11,591						19						$                                     201
TARGET 2050 SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS K SHARES			AMOUNTS			CLASS K SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS			CLASS R SHARES			AMOUNTS
Sold		565,247		$	5,828,317			500,328		$	5,260,037			157,352		$	1,605,004			97,759		$	1,032,883
Reinvested		52,848			499,785			15,172			160,264			6,696			62,927			1,712			17,956
Repurchased		(121,449	)		(1,252,984	)		(212,628	)		(2,326,688	)		(108,141	)		(1,102,425	)		(46,362	)		(491,564	)
Total		496,646		$	5,075,118			302,872		$	3,093,613			55,907		$	565,506			53,109		$	559,275
TARGET 2050 SERIES:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11						FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	CLASS C SHARES			AMOUNTS			CLASS C SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS			CLASS I SHARES			AMOUNTS
Sold		9,232		$	94,278			20,449		$	208,493			198,566		$	2,055,819			204,951		$	2,262,297
Reinvested		2,119			19,686			470			4,883			7,836			74,728			186			1,982
Repurchased		(4,618	)		(47,775	)		(9,960	)		(108,643	)		(43,958	)		(461,072	)		(10,896	)		(115,051	)
Total		6,733		$	66,189			10,959		$	104,733			162,444		$	1,669,475			194,241		$	2,149,228
TARGET 2055 SERIES:	FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12												FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	CLASS K SHARES						AMOUNTS						CLASS R SHARES						AMOUNTS
Sold		20						$                                     201						10						$                                     100
Reinvested		—												—						—
Repurchased		—												—						—
Total		20						$                                     201						10						$                                     100
TARGET 2055 SERIES:	FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12												FOR THE PERIOD 6/25/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	CLASS C SHARES						AMOUNTS						CLASS I SHARES						AMOUNTS
Sold		10						$                                     100						19						$                                     201
Reinvested		—						—						—						—
Repurchased		—						—						—						—
Total		10						$                                     100						19						$                                     201

* Less than 1 share.

65

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

At October 31, 2012, one omnibus account owned the following in Target Income Series and Target 2050 Series and three 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		3,719,645		70.8	%	$	40,395,344
Target 2010 Series		2,637,392		58.1	%		26,394,736
Target 2020 Series		6,277,401		47.8	%		62,157,327
Target 2030 Series		6,843,023		53.8	%		68,132,779
Target 2040 Series		4,461,078		54.5	%		45,961,466
Target 2050 Series		1,926,550		62.6	%		20,826,008

Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series and Target 2055 Series each have two to three accounts that own substantially all the assets of these Series. Investment activities of these shareholders may have a material effect on the Series.

7. Financial Instruments

The underlying Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The underlying Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2012.

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. Each Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the fiscal year ended October 31, 2012, $82,408, $172,111 and $204,879 was reclassified within the Target Income Series, Target 2010 Series and Target 2020 Series capital accounts, respectively, from Accumulated Net Realized Gain on Investments to Undistributed Net Investment Income. The reclassifications relate primarily to distributions from investments in the Underlying Series. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions were as follows:

	TARGET INCOME SERIES		TARGET 2010 SERIES		TARGET 2015 SERIES		TARGET 2020 SERIES		TARGET 2025 SERIES		TARGET 2030 SERIES
Ordinary income (2012)	$	1,189,096	$	1,041,963	$	—	$	2,318,608	$	—	$	1,711,147
Ordinary income (2011)	$	1,599,338	$	601,589	$	—	$	1,631,943	$	—	$	3,092,457
Long-term capital gain (2012)	$	2,080,550	$	3,648,840	$	—	$	7,434,151	$	—	$	6,848,036
Long-term capital gain (2011)	$	384,742	$	664,538	$	—	$	2,798,828	$	—	$	490,387

66

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

	TARGET 2035 SERIES		TARGET 2040 SERIES		TARGET 2045 SERIES		TARGET 2050 SERIES		TARGET 2055 SERIES
Ordinary income (2012)	$	—	$	573,079	$	—	$	201,473	$	—
Ordinary income (2011)	$	—	$	518,465	$	—	$	179,306	$	—
Long-term capital gain (2012)	$	—	$	3,458,276	$	—	$	457,209	$	—
Long-term capital gain (2011)	$	—	$	425,201	$	—	$	5,994	$	—

At October 31, 2012, 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 2015 SERIES		TARGET 2020 SERIES			TARGET 2025 SERIES		TARGET 2030 SERIES
Cost for federal income tax purposes	$	51,392,394		$	43,678,578		$	1,886	$	125,283,647		$	45,654	$	120,940,849
Unrealized appreciation	$	5,733,049		$	1,709,056		$	34	$	4,595,974		$	2,438	$	6,271,336
Unrealized depreciation		(2,139	)		(1,424	)		—		(128,033	)		—		(409,569	)
Net unrealized appreciation	$	5,730,910		$	1,707,632		$	34	$	4,467,941		$	2,438	$	5,861,767
Undistributed ordinary income		78,485			56,786			—		142,084			—		100,796
Undistributed long-term capital gains		2,218,020			1,483,132			—		4,691,671			—		4,461,578
Qualified late-year losses1		—			—			1		—			10		—

¹The Series has elected to defer certain qualified last-year losses and recognize such losses in the year ending October 31, 2013.

	TARGET 2035 SERIES			TARGET 2040 SERIES		TARGET 2045 SERIES			TARGET 2050 SERIES			TARGET 2055 SERIES
Cost for federal income tax purposes	$	18,277		$	78,622,986	$	15,247		$	30,427,341		$	602
Unrealized appreciation	$	—		$	5,728,234	$	—		$	2,890,073		$	48
Unrealized depreciation		(208	)		—		(208	)		(305	)		—
Net unrealized appreciation (depreciation)	$	(208	)	$	5,728,234	$	(208	)	$	2,889,768		$	48
Undistributed ordinary income		—			69,679		—			7,008			—
Undistributed long-term capital gains		—			1,952,866		—			109,290			—
Capital loss carryover		—			61		—			1,684			—
Qualified late-year losses1		3			—		7			—			1

¹The Series has elected to defer certain qualified last-year losses and recognize such losses in the year ending October 31, 2013.

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”) net capital losses recognized by the Series after October 31, 2011, may get carried forward indefinitely, and will retain their character as short-term and/or long-term losses. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

At October 31, 2012, the Series did not have any post-enactment net capital loss carryforwards.

At October 31, 2012, Target 2040 Series and Target 2050 Series had a capital loss carryover of $61 and $1,684, respectively, which is 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.

Target 2040 Series and Target 2050 Series utilized $1,329 and $675, respectively, in capital loss carryovers in the current year.

67

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statements of assets and liabilities 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.) at October 31, 2012, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, and the financial position of Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series and Target 2055 Series (each a series of Manning & Napier Fund, Inc., hereafter collectively referred to as the “Series”) at October 31, 2012 and the results of each of their operations, the changes in each of their net assets and the financial highlights for the period June 25, 2012 (commencement of operations) through October 31, 2012, 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, 2012 by correspondence with the transfer agent, provide a reasonable basis for our opinion.

New York, New York

December 19, 2012

68

Supplemental Tax Information

(unaudited)

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

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

Series	QDI
Target Income Series	$	270,404
Target 2010 Series		352,976
Target 2020 Series		1,177,515
Target 2030 Series		1,210,922
Target 2040 Series		573,079
Target 2050 Series		201,473

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		13.39	%
Target 2010 Series		18.76	%
Target 2020 Series		27.64	%
Target 2030 Series		47.20	%
Target 2040 Series		100.00	%
Target 2050 Series		100.00	%

69

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: Address:	B. Reuben Auspitz* 290 Woodcliff Drive Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Independent Directors
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	74
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:	41
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	77
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:	41
Other Directorships Held Outside Fund Complex:	N/A

70

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name: Address:	Paul A. Brooke 290 Woodcliff Drive Fairport, NY 14450
Age:	66
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present) WebMD (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009)
Name: Address:	Chester N. Watson 290 Woodcliff Drive Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (investments)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Officers
Name: Address:	Ryan Albano 290 Woodcliff Drive Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager since 2011 - Manning & Napier Advisors, LLC; Manager (2004-2011) – KPMG LLP
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Jeffrey S. Coons, Ph.D., CFA 290 Woodcliff Drive Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Elizabeth Craig 290 Woodcliff Drive Fairport, NY 14450
Age:	25
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

71

Directors’ and Officers’ Information

(unaudited)

Officers (continued)
Name: Address:	Christine Glavin 290 Woodcliff Drive Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Jodi L. Hedberg 290 Woodcliff Drive Fairport, NY 14450
Age:	44
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, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Richard Yates 290 Woodcliff Drive Fairport, NY 14450
Age:	47
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC & affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

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

¹The term of office 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.

72

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73

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74

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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.manning-napier.com

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

MNTGT-10/12-AR

	DIVIDEND FOCUS SERIES
www.manning-napier.com

Dividend Focus Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Over the past twelve months, global growth concerns, uncertainty, and volatility have generally caused investors’ risk appetite to rise and fall alongside the shorter-term movement of news. Although the fourth quarter of 2011 and the first quarter of 2012 provided strong equity market returns, investors continued to express apprehension as data pertaining to the U.S. showed signs of softness heading into the second quarter. Additionally, a resurgence of fear and uncertainty related to the European sovereign debt crisis persisted throughout the quarter, placing increased stress on global financial markets. However, markets began to advance again during the later part of the second quarter and throughout the third as encouraging statements from policymakers both domestically and abroad provided a boost to investor confidence. Overall, despite the U.S. stock market posting strong returns over the past year, the market environment continues to be challenging and our slow growth economic outlook remains in place.

The Dividend Focus Series seeks to provide competitive returns consistent with the broad equity market while also providing a level of capital protection during market downturns. The Series does not necessarily look for the highest dividend payers. Rather, the Series considers other factors beyond dividend yield (e.g., companies that generate attractive levels of free cash flow and a low risk of financial distress) to better understand a company’s ability to sustain (and in many cases grow) dividend payments into the future.

Overall, the U.S. equity markets advanced over the last year. For the twelve months ended October 2012, the Russell 3000 Index gained 14.75%. Additionally, value stocks generally exceeded growth stocks, with the Russell 1000 Value Index earning 16.89% over the one-year period and the Russell 1000 Growth Index returning 13.02%. Amid continuing volatility, the Dividend Focus Series produced strong double-digit returns. However, the Series’ results trailed both the Russell 3000 Index and the Russell 1000 Value Index over the Series’ fiscal year.

Relative underperformance as compared to the Russell 1000 Value Index for the Series was primarily driven by individual equity holdings. However, sector allocation decisions also detracted from relative results for the year ending October 31. In particular, investments in Industrials and Consumer Discretionary hurt relative performance so far this year, whereas holdings in Consumer Staples and Energy slightly offset some of the negative relative returns. From a sector allocation standpoint, an underweight to Financials as compared to the benchmark and an overweight to Information Technology detracted from relative performance, while a noticeable underweight to the Utilities sector and an overweight to the Health Care sector aided relative results over the course of the Series’ fiscal year. Overall, the portfolio continues to have a relatively large allocation to the Health Care and Consumer Staples sectors, with almost no exposure to the Financials sector and a noticeable underweight to the Utilities sector.

At Manning & Napier, we continue to focus on areas of the market that we believe can provide compelling long-term growth potential at attractive prices. For investors seeking income in the current environment, we believe it is important to look beyond simple dividend yield, and to also consider free cash flow generation and the health of a company’s balance sheet. These are the qualities that characterize the stock selection process within the Dividend Focus Series.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

2

Dividend Focus Series

Performance Update as of October 31, 2012

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1	SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Dividend Focus Series - Class I3	11.77%	12.55%
Manning & Napier Fund, Inc. - Dividend Focus Series - Class S3,4	11.46%	12.26%
Russell 1000® Value Index5	16.89%	11.90%
Standard & Poor’s (S&P) 500 Total Return Index5	15.21%	13.50%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Dividend Focus Series - Class I from its inception² (November 7, 2008) to present (October 31, 2012) to the Russell 1000^® Value Index and the S&P 500 Total Return Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2012, this annualized net expense ratio was 0.86% for Class S and 0.59% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.86% for Class S and 0.59% for Class I for the period ended October 31, 2012.

⁴For periods prior to the inception of Class S on March 12, 2012, the performance figures are hypothetical and reflect the performance of the Manning & Napier Fund, Inc. - Dividend Focus Series - Class I adjusted for expense differences.

⁵The Russell 1000^® Value Index is an unmanaged, market capitalization-weighted index consisting of those Russell 1000^® companies with lower price-to-book ratios and lower forecasted growth values. The Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The 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.

3

Dividend Focus Series

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 in each Class at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE           5/1/12	ENDING  ACCOUNT VALUE           10/31/12	EXPENSES PAID  DURING PERIOD*           5/1/12-10/31/12	ANNUALIZED           EXPENSE RATIO
Class S
Actual	$1,000.00	$1,024.60	$4.34	0.85%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.92	$4.33	0.85%
Class I
Actual	$1,000.00	$1,025.90	$3.06	0.60%
Hypothetical (5% return before expenses)	$1,000.00	$1,022.18	$3.06	0.60%

*Expenses are equal to each Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period. Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which is based on one-year data for Class I and 244 days for Class S.

4

Dividend Focus Series

Portfolio Composition as of October 31, 2012

(unaudited)

5

Dividend Focus Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 99.4%
Consumer Discretionary - 7.1%
Auto Components - 0.1%
Magna International, Inc. (Canada)		4,281	$	190,119
Distributors - 0.2%
Genuine Parts Co.		4,232		264,839
Hotels, Restaurants & Leisure - 1.9%
McDonald’s Corp.		28,548		2,477,966
Leisure Equipment & Products - 0.2%
Mattel, Inc.		8,980		330,284
Media - 1.6%
The McGraw-Hill Companies, Inc.		7,739		427,812
Omnicom Group, Inc.		6,543		313,475
Pearson plc - ADR (United Kingdom)		19,503		392,010
Thomson Reuters Corp. (Canada)		24,095		680,925
Viacom, Inc. - Class B		6,479		332,178
				2,146,400
Multiline Retail - 0.8%
Kohl’s Corp.		4,836		257,662
Target Corp.		12,819		817,211
				1,074,873
Specialty Retail - 2.3%
The Home Depot, Inc.		40,698		2,498,043
Limited Brands, Inc.		7,811		374,069
Staples, Inc.		14,073		162,051
				3,034,163
Total Consumer Discretionary				9,518,644
Consumer Staples - 20.8%
Beverages - 5.6%
The Coca-Cola Co.		120,072		4,464,277
PepsiCo, Inc.		43,393		3,004,531
				7,468,808
Food & Staples Retailing - 4.6%
Sysco Corp.		16,430		510,480
Walgreen Co.		11,775		414,833
Wal-Mart Stores, Inc.		69,681		5,227,469
				6,152,782
Food Products - 2.5%
Archer-Daniels-Midland Co.		13,156		353,107
Campbell Soup Co.		8,769		309,283
ConAgra Foods, Inc.		7,749		215,732

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

6

Dividend Focus Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
General Mills, Inc.		17,514	$	701,961
H.J. Heinz Co.		8,259		474,975
The Hershey Co.		5,847		402,566
Hillshire Brands Co.		3,088		80,319
The J.M. Smucker Co.		3,095		265,056
Kellogg Co.		9,686		506,772
				3,309,771
Household Products - 4.5%
Colgate-Palmolive Co.		10,559		1,108,273
Kimberly-Clark Corp.		10,667		890,161
The Procter & Gamble Co.		58,079		4,021,390
				6,019,824
Personal Products - 0.1%
Avon Products, Inc.		9,018		139,689
Tobacco - 3.5%
Lorillard, Inc.		3,739		433,761
Philip Morris International, Inc.		48,919		4,332,267
				4,766,028
Total Consumer Staples				27,856,902
Energy - 16.8%
Oil, Gas & Consumable Fuels - 16.8%
BP plc - ADR (United Kingdom)		62,975		2,700,998
Chevron Corp.		45,854		5,053,569
ConocoPhillips		35,357		2,045,402
Exxon Mobil Corp.		59,877		5,458,986
Marathon Oil Corp.		9,675		290,831
Occidental Petroleum Corp.		10,748		848,662
Phillips 66		17,229		812,520
Royal Dutch Shell plc - ADR (Netherlands)		41,340		2,830,963
Sasol Ltd. - ADR (South Africa)		16,125		683,861
Statoil ASA - ADR (Norway)		69,990		1,718,255
Total Energy				22,444,047
Financials - 0.4%
Insurance - 0.4%
Marsh & McLennan Companies, Inc.		14,893		506,809
Health Care - 24.2%
Biotechnology - 0.6%
Amgen, Inc.		9,288		803,830

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

7

Dividend Focus Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Equipment & Supplies - 1.4%
Baxter International, Inc.		12,859	$	805,359
Becton, Dickinson and Co.		4,665		353,047
Medtronic, Inc.		18,402		765,155
				1,923,561
Health Care Providers & Services - 0.2%
Cardinal Health, Inc.		6,706		275,818
Pharmaceuticals - 22.0%
Abbott Laboratories		39,848		2,610,841
AstraZeneca plc - ADR (United Kingdom)		36,482		1,692,765
Bristol-Myers Squibb Co.		45,193		1,502,667
Eli Lilly & Co.		30,745		1,495,129
GlaxoSmithKline plc - ADR (United Kingdom)		71,149		3,194,590
Johnson & Johnson		72,534		5,136,858
Merck & Co., Inc.		76,480		3,489,782
Novartis AG - ADR (Switzerland)		50,827		3,073,000
Pfizer, Inc.		201,063		5,000,437
Sanofi - ADR (France)		51,374		2,252,750
				29,448,819
Total Health Care				32,452,028
Industrials - 12.5%
Aerospace & Defense - 4.0%
The Boeing Co.		13,895		978,764
General Dynamics Corp.		7,772		529,118
Honeywell International, Inc.		18,469		1,131,042
Northrop Grumman Corp.		6,920		475,335
Raytheon Co.		8,090		457,570
United Technologies Corp.		21,920		1,713,267
				5,285,096
Air Freight & Logistics - 1.0%
United Parcel Service, Inc. - Class B		18,193		1,332,637
Commercial Services & Supplies - 0.3%
Waste Management, Inc.		13,335		436,588
Electrical Equipment - 1.5%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		54,526		984,740
Emerson Electric Co.		21,596		1,045,894
				2,030,634
Industrial Conglomerates - 3.2%
3M Co.		20,087		1,759,621

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

8

Dividend Focus Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Industrial Conglomerates (continued)
Koninklijke Philips Electronics N.V. - NY Shares (Netherlands)		29,154	$	731,182
Siemens AG - ADR (Germany)		17,804		1,796,602
				4,287,405
Machinery - 1.5%
Deere & Co.		4,858		415,068
Dover Corp.		5,444		316,950
Eaton Corp.		6,527		308,205
Illinois Tool Works, Inc.		13,017		798,333
Stanley Black & Decker, Inc.		3,199		221,691
				2,060,247
Road & Rail - 1.0%
CSX Corp.		12,783		261,668
Norfolk Southern Corp.		6,449		395,646
Union Pacific Corp.		5,631		692,782
				1,350,096
Total Industrials				16,782,703
Information Technology - 9.5%
Communications Equipment - 0.6%
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		90,732		806,607
Computers & Peripherals - 0.3%
Hewlett-Packard Co.		29,689		411,193
Electronic Equipment, Instruments & Components - 0.4%
Corning, Inc.		20,431		240,064
TE Connectivity Ltd. - ADR (Switzerland)		8,588		276,362
				516,426
IT Services - 1.0%
Accenture plc - Class A		9,178		618,689
Automatic Data Processing, Inc.		13,181		761,730
				1,380,419
Office Electronics - 0.7%
Canon, Inc. - ADR (Japan)		27,903		897,081
Semiconductors & Semiconductor Equipment - 3.3%
Analog Devices, Inc.		5,866		229,419
Applied Materials, Inc.		27,213		288,458
Intel Corp.		150,075		3,245,372
Linear Technology Corp.		6,735		210,536
Texas Instruments, Inc.		15,259		428,625
				4,402,410

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

9

Dividend Focus Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software - 3.2%
Microsoft Corp.		153,114	$	4,369,108
Total Information Technology				12,783,244
Materials - 6.0%
Chemicals - 1.8%
Air Products & Chemicals, Inc.		4,008		310,740
The Dow Chemical Co.		15,000		439,500
E.I. du Pont de Nemours & Co.		25,408		1,131,164
PPG Industries, Inc.		4,029		471,715
				2,353,119
Metals & Mining - 4.0%
ArcelorMittal - NY Shares (Luxembourg)		21,166		312,622
BHP Billiton plc - ADR (United Kingdom)		57,605		3,685,568
Freeport-McMoRan Copper & Gold, Inc.		11,953		464,733
Southern Copper Corp.		16,987		647,205
Teck Resources Ltd. - Class B (Canada)		7,421		236,581
				5,346,709
Paper & Forest Products - 0.2%
International Paper Co.		8,056		288,646
Total Materials				7,988,474
Telecommunication Services - 1.2%
Wireless Telecommunication Services - 1.2%
Mobile Telesystems OJSC - ADR (Russia)		14,536		249,147
NTT DOCOMO, Inc. - ADR (Japan)		55,711		802,238
Rogers Communications, Inc. - Class B (Canada)		12,316		540,919
Total Telecommunication Services				1,592,304
Utilities - 0.9%
Electric Utilities - 0.3%
Cia Energetica de Minas Gerais (CEMIG) - ADR (Brazil)		16,144		193,567
Enersis S.A. - ADR (Chile)		14,935		252,999
				446,566
Multi-Utilities - 0.4%
Public Service Enterprise Group, Inc.		13,939		446,606
Water Utilities - 0.2%
Cia de Saneamento Basico do Estado de Sao Paulo (SABESP) - ADR (Brazil)		2,942		247,157
Total Utilities				1,140,329
TOTAL COMMON STOCKS (Identified Cost $124,769,647)				133,065,484

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

10

Dividend Focus Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
SHORT-TERM INVESTMENT - 2.8%
Dreyfus Cash Management, Inc. - Institutional Shares1, 0.06%
(Identified Cost $ 3,739,467)		3,739,467	$	3,739,467
TOTAL INVESTMENTS - 102.2%
(Identified Cost $ 128,509,114)				136,804,951
LIABILITIES, LESS OTHER ASSETS - (2.2%)				(2,914,976	)
NET ASSETS - 100%			$	133,889,975

ADR - American Depository Receipt

¹Rate shown is the current yield as of October 31, 2012.

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

11

Dividend Focus Series

Statement of Assets and Liabilities

October 31, 2012

ASSETS:
Investments, at value (identified cost $128,509,114) (Note 2)	$	136,804,951
Dividends receivable		148,621
Receivable for fund shares sold		46,604
Foreign tax reclaims receivable		19,438
TOTAL ASSETS		137,019,614
LIABILITIES:
Accrued management fees (Note 3)		52,555
Accrued fund accounting and administration fees (Note 3)		11,510
Accrued transfer agent fees (Note 3)		2,885
Accrued shareholder services fees (Class S) (Note 3)		973
Accrued Chief Compliance Officer service fees (Note 3)		369
Accrued Directors’ fees (Note 3)		10
Payable for fund shares repurchased		3,040,834
Other payables and accrued expenses		20,503
TOTAL LIABILITIES		3,129,639
TOTAL NET ASSETS	$	133,889,975
NET ASSETS CONSIST OF:
Capital stock	$	103,845
Additional paid-in-capital		124,383,425
Undistributed net investment income		518,751
Accumulated net realized gain on investments		588,117
Net unrealized appreciation on investments		8,295,837
TOTAL NET ASSETS	$	133,889,975
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($5,130,045/505,775 shares)	$	10.14
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($128,759,930/9,878,688 shares)	$	13.03

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

12

Dividend Focus Series

Statement of Operations

For the Year Ended October 31, 2012

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $104,115)	$	3,896,778
EXPENSES:
Management fees (Note 3)		535,850
Fund accounting and administration fees (Note 3)		49,389
Transfer agent fees (Note 3)		10,460
Shareholder services fees (Class S)(Note 3)		2,909
Chief Compliance Officer service fees (Note 3)		2,493
Directors’ fees (Note 3)		2,408
Custodian fees		14,302
Miscellaneous		82,512
Total Expenses		700,323
NET INVESTMENT INCOME		3,196,455
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments		639,201
Net change in unrealized appreciation (depreciation) on investments		9,123,532
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		9,762,733
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	12,959,188

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

13

Dividend Focus Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	3,196,455		$	523,429
Net realized gain (loss) on investments		639,201			151,167
Net change in unrealized appreciation (depreciation) on investments		9,123,532			(1,016,872	)
Net increase (decrease) from operations		12,959,188			(342,276	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(33,294	)		—
From net investment income (Class I)		(2,796,819	)		(387,291	)
From net realized gain on investments (Class I)		(185,043	)		(280,255	)
Total distributions to shareholders		(3,015,156	)		(667,546	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		44,917,699			77,394,902
Net increase in net assets		54,861,731			76,385,080
NET ASSETS:
Beginning of year		79,028,244			2,643,164
End of year (including undistributed net investment income of $518,751 and $152,467, respectively)	$	133,889,975		$	79,028,244

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

14

Dividend Focus Series

Financial Highlights - Class S

	FOR THE PERIOD 3/1/121 TO 10/31/12
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 income2		0.12
Net realized and unrealized gain (loss) on investments		0.23
Total from investment operations		0.35
Less distributions to shareholders:
From net investment income		(0.21	)
Net asset value - End of period	$	10.14
Net assets - End of period (000’s omitted)	$	5,130
Total return3		3.59	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.86	%4
Net investment income		1.76	%4
Portfolio turnover		16	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Not annualized.

⁴Annualized.

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

15

Dividend Focus Series

Financial Highlights - Class I*

	FOR THE YEARS ENDED									FOR THE PERIOD
	10/31/12			10/31/11			10/31/10			11/7/081 TO 10/31/09
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.96		$	12.41		$	11.38		$	10.00
Income (loss) from investment operations:
Net investment income2		0.34			0.27			0.36			0.34
Net realized and unrealized gain (loss) on investments		1.05			0.88			1.02			1.22
Total from investment operations		1.39			1.15			1.38			1.56
Less distributions to shareholders:
From net investment income		(0.30	)		(0.30	)		(0.35	)		(0.18	)
From net realized gain on investments		(0.02	)		(1.30	)		—	3		—
Total distributions to shareholders		(0.32	)		(1.60	)		(0.35	)		(0.18	)
Net asset value - End of period	$	13.03		$	11.96		$	12.41		$	11.38
Net assets - End of period (000’s omitted)	$	128,760		$	79,028		$	2,643		$	2,044
Total return4		11.77	%		10.17	%		12.32	%		15.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.59	%		0.60	%		0.60	%		0.60	%5
Net investment income		2.69	%		2.41	%		2.99	%		3.33	%5
Portfolio turnover		16	%		8	%		73	%		28	%
*Effective March 1, 2012, the shares of the Series have been designated as Class I. **For certain periods presented, the investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			0.45	%		5.01	%		6.21	%5

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01 per share.

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

⁵Annualized.

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

16

Dividend Focus Series

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, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. Effective March 1, 2012, Class A shares of the Series have been redesignated as Class I Shares and the Series issued Class S Shares. Each class of shares is substantially the same, except that Class S shares bear shareholder service fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2012, 10.3 billion shares have been designated in total among 43 series, of which 100 million have been designated as Dividend Focus Series Class I common stock and 100 million have been designated as Dividend Focus Series Class S common stock.

2. Significant Accounting Policies

Security Valuation

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

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

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

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

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

17

Dividend Focus Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

The following is a summary of the valuation levels used for major security types as of October 31, 2012 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities:
Consumer Discretionary	$	9,518,644	$	9,518,644	$	—	$	—
Consumer Staples		27,856,902		27,856,902		—		—
Energy		22,444,047		22,444,047		—		—
Financials		506,809		506,809		—		—
Health Care		32,452,028		32,452,028		—		—
Industrials		16,782,703		16,782,703		—		—
Information Technology		12,783,244		12,783,244		—		—
Materials		7,988,474		7,988,474		—		—
Telecommunication Services		1,592,304		1,592,304		—		—
Utilities		1,140,329		1,140,329		—		—
Mutual Fund		3,739,467		3,739,467		—		—
Total assets	$	136,804,951	$	136,804,951	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2011 or October 31, 2012.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2012.

Security Transactions, Investment Income and Expenses

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

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

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

Foreign Currency Translation

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

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

18

Dividend Focus Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Federal Taxes (continued)

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, 2012, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended October 31, 2009 and the years ended October 31, 2010 through October 31, 2012. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

The preparation of financial statements in conformity with 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 0.45% of the Series’ average daily net assets.

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

19

Dividend Focus Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

Effective March 1, 2012, Class A shares of the Series have been redesignated as Class I shares and the Series issued Class S shares. The Class S shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of Class S. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least February 28, 2013, to waive its Management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of shareholder service fees, at no more than 0.60% of average daily net assets each year. For the year ended October 31, 2012, the Advisor did not waive fees or reimburse expenses for the Series. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 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 and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees by 10%, excluding out-of-pocket expenses.

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, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $63,548,739 and $17,714,305, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

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

CLASS S	FOR THE PERIOD 3/1/12 (COMMENCEMENT OF OPERATIONS) TO 10/31/12
	SHARES			AMOUNT
Sold		516,327		$	5,190,493
Reinvested		3,094			31,412
Repurchased		(13,646	)		(135,796	)
Total		505,775		$	5,086,109

20

Dividend Focus Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

CLASS I	FOR THE YEAR ENDED  10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		5,270,811		$	64,943,816			6,736,803		$	81,351,801
Reinvested		136,912			1,716,807			44,413			505,619
Repurchased		(2,136,276	)		(26,829,033	)		(386,985	)		(4,462,518	)
Total		3,271,447		$	39,831,590			6,394,231		$	77,394,902

At October 31, 2012, one omnibus account owned 3,885,470 shares of the Series (37.4% of shares outstanding) valued at $50,627,679. In addition, the retirement plan of the Advisor and its affiliates owned 142,566 shares of the Series (1.4% of shares outstanding) valued at $1,857,633. Investment activities of these shareholders may have a material effect on the Series.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk 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 derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2012.

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. For the fiscal year ended October 31, 2012, $58 was reclassified within the capital accounts from Undistributed Net Investment Income to Accumulated Net Realized Gain on Investments. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 10/31/12		FOR THE YEAR ENDED 10/31/11
Ordinary income	$	2,842,025	$	467,218
Long-term capital gains		173,131		200,328

21

Dividend Focus Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

At October 31, 2012, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	128,554,653
Unrealized appreciation		11,469,317
Unrealized depreciation		(3,219,019	)
Net unrealized appreciation	$	8,250,298
Undistributed ordinary income		997,523
Undistributed long-term capital gains		154,884

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized by the Series after October 31, 2011, may get carried forward indefinitely, and will retain their character as short-term and/or long-term losses. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of October 31, 2012, the Series did not have pre or post-enactment net capital loss carryforwards.

22

Dividend Focus Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Dividend Focus Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2012 by correspondence with the custodian, provide a reasonable basis for our opinion.

New York, New York

December 19, 2012

23

Dividend Focus Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $2,842,025 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 76.36%.

24

Dividend Focus Series

Directors’ and Officers’ Information

(unaudited)

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

Interested Director/Officer
Name: Address:	B. Reuben Auspitz* 290 Woodcliff Drive Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Independent Directors
Name: Address:	Stephen B. Ashley 290 Woodcliff Drive Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name: Address:	Peter L. Faber 290 Woodcliff Drive Fairport, NY 14450
Age:	74
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:	41
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name: Address:	Harris H. Rusitzky 290 Woodcliff Drive Fairport, NY 14450
Age:	77
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:	41
Other Directorships Held Outside Fund Complex:	N/A

25

Dividend Focus Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name: Address:	Paul A. Brooke 290 Woodcliff Drive Fairport, NY 14450
Age:	66
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) WebMD (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009)
Name: Address:	Chester N. Watson 290 Woodcliff Drive Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (investments)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Officers
Name: Address:	Ryan Albano 290 Woodcliff Drive Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager since 2011 - Manning & Napier Advisors, LLC; Manager (2004-2011) – KPMG LLP
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Jeffrey S. Coons, Ph.D., CFA 290 Woodcliff Drive Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Elizabeth Craig 290 Woodcliff Drive Fairport, NY 14450
Age:	25
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

26

Dividend Focus Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)
Name: Address:	Christine Glavin 290 Woodcliff Drive Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Jodi L. Hedberg 290 Woodcliff Drive Fairport, NY 14450
Age:	44
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, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Richard Yates 290 Woodcliff Drive Fairport, NY 14450
Age:	47
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC & affiliates since 2000; Holds one or more of the following titles for various affiliates; Director or Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

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

¹The term of office 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.

27

Dividend Focus Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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 our web site	http://www.manning-napier.com

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

MNDIV-10/12-AR

	OVERSEAS SERIES
www.manning-napier.com

Overseas Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Over the past twelve months, global growth concerns, uncertainty, and volatility have generally caused investors’ risk appetite to rise and fall alongside the shorter-term movement of news. Although the fourth quarter of 2011 and the first quarter of 2012 provided strong equity market returns, investors continued to express apprehension as data pertaining to the U.S. showed signs of softness heading into the second quarter. Additionally, a resurgence of fear and uncertainty related to the European sovereign debt crisis persisted throughout the quarter, placing increased stress on global financial markets. However, markets began to advance again during the later part of the second quarter and throughout the third as encouraging statements from policymakers both domestically and abroad provided a boost to investor confidence. Overall, despite the U.S. stock market posting strong returns over the past year, the market environment continues to be challenging and our slow growth economic outlook remains in place.

Despite significant headwinds, global equities were generally higher for the year ending October 31, 2012. Even after equity market declines toward the end of the time period, the MSCI All Country World Index ex U.S. (ACWIxUS) rose over the past year, increasing 3.98%.

Overall, the Series continues to provide competitive absolute and relative returns over the current international stock market cycle, which includes the equity bull market from April 2003 until November 2007 and the current bear market. With an annualized return of 10.64% over the current full cycle, the Series has slightly outpaced the ACWIxUS Index benchmark’s annualized return of 10.46%.

For the one year period ending October 31, 2012, the Series has also provided positive absolute returns and outperformed relative to the ACWIxUS Index, rising 4.61%. Outperformance was driven by sector allocation. Specifically, an overweight to Consumer Staples and Health Care as compared to the benchmark, as well as an underweight to Materials, aided relative returns. Conversely, relative performance was challenged by a significant underweight to Financials. With respect to equity selection, certain holdings challenged the Series’ performance relative to the benchmark. In particular, selections in Health Care, Information Technology, Consumer Staples and Financials impacted relative results most clearly over the one year period. However, selections in Materials, and to a lesser extent Industrials, contributed positively to relative returns.

From a regional and country perspective, the Series’ overweight allocation to Europe and the Middle East as compared to the Index was a positive relative performance contributor over the past year. Additionally, underweight positions to Emerging Markets, the Pacific region and the Americas aided relative returns as well. From a country standpoint, an underweight to Japan relative to the Index, as well as an overweight to Belgium and Ireland contributed positively to relative performance. Conversely, an underweight to Hong Kong challenged relative returns.

At Manning & Napier, we continue to focus on areas of the market that we believe can provide compelling long-term growth potential at attractive prices. In the current environment, where the majority of investors are focused on traditionally less volatile areas of the markets, we are finding the best values in growth companies that have the ability to expand the business faster than the broad economy. In short, we will continue to focus our portfolios on areas of the market that we believe can provide compelling long-term absolute returns and keep investors on track to achieve their financial goals.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

2

Overseas Series

Performance Update as of October 31, 2012

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1	FIVE  YEAR	TEN  YEAR	SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Overseas Series3,4	4.61%	(3.60)%	9.74%	8.54%
Morgan Stanley Capital International (MSCI) All Country World Index ex U.S.5	3.98%	(5.08)%	9.31%	5.70%

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, 2012 to the MSCI All Country World Index ex U.S.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, 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 0.75% for the year ended October 31, 2012.

⁴For 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.

⁵The 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.

3

Overseas Series

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, 2012 to October 31, 2012).

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                               5/1/12	ENDING  ACCOUNT VALUE                               10/31/12	EXPENSES PAID  DURING  PERIOD*                              5/1/12-10/31/12
Actual	$1,000.00	$1,000.50	$3.78
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.

4

Overseas Series

Portfolio Composition as of October 31, 2012

(unaudited)

5

Overseas Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 93.8%
Consumer Discretionary - 14.4%
Automobiles - 3.7%
Suzuki Motor Corp. (Japan)1		1,133,100	$	25,697,386
Toyota Motor Corp. (Japan)1		1,231,700		47,490,857
				73,188,243
Diversified Consumer Services - 1.0%
Anhanguera Educacional Participacoes S.A. (Brazil)		1,128,080		19,772,850
Hotels, Restaurants & Leisure - 2.0%
Accor S.A. (France)1		1,268,180		39,627,420
Internet & Catalog Retail - 0.3%
Ocado Group plc (United Kingdom)*1		5,060,870		5,293,989
Media - 4.7%
British Sky Broadcasting Group plc (United Kingdom)1		2,641,750		30,234,710
Societe Television Francaise 1 (France)1		3,010,490		25,872,210
Virgin Media, Inc. - ADR (United Kingdom)		1,175,230		38,477,030
				94,583,950
Multiline Retail - 1.1%
Marks & Spencer Group plc (United Kingdom)1		3,516,040		22,378,375
Textiles, Apparel & Luxury Goods - 1.6%
Adidas AG (Germany)1		242,270		20,650,248
Burberry Group plc (United Kingdom)1		558,880		10,545,029
				31,195,277
Total Consumer Discretionary				286,040,104
Consumer Staples - 18.3%
Beverages - 2.9%
Anheuser-Busch InBev N.V. (Belgium)1		244,320		20,432,649
Carlsberg A/S - Class B (Denmark)1		225,050		19,425,895
SABMiller plc (United Kingdom)1		442,580		18,994,821
				58,853,365
Food & Staples Retailing - 5.8%
Carrefour S.A. (France)1		1,750,770		42,282,001
Distribuidora Internacional de Alimentacion S.A. (Spain)1		824,065		4,992,290
Koninklijke Ahold N.V. (Netherlands)1		1,658,120		21,115,305
Tesco plc (United Kingdom)1		9,231,290		47,767,061
				116,156,657
Food Products - 7.7%
Charoen Pokphand Foods PCL (Thailand)1		9,809,970		11,250,985
Danone S.A. (France)1		888,740		54,663,733
Nestle S.A. (Switzerland)1		829,080		52,636,822

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

6

Overseas Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
Unilever plc - ADR (United Kingdom)		957,420	$	35,702,192
				154,253,732
Household Products - 0.8%
Reckitt Benckiser Group plc (United Kingdom)1		247,410		14,989,256
Personal Products - 1.1%
Beiersdorf AG (Germany)1		290,100		21,104,599
Total Consumer Staples				365,357,609
Energy - 16.0%
Energy Equipment & Services - 7.6%
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		1,110,735		36,159,638
Petroleum Geo-Services ASA (Norway)1		688,640		11,899,370
Schlumberger Ltd. (United States)		1,124,980		78,219,859
Trican Well Service Ltd. (Canada)		2,045,320		24,410,728
				150,689,595
Oil, Gas & Consumable Fuels - 8.4%
Cameco Corp. (Canada)		1,820,480		35,226,288
Encana Corp. (Canada)		2,067,770		46,628,214
Petroleo Brasileiro S.A. - ADR (Brazil)		1,878,500		38,565,605
Talisman Energy, Inc. (Canada)		4,225,150		47,888,559
				168,308,666
Total Energy				318,998,261
Financials - 4.5%
Commercial Banks - 2.4%
HSBC Holdings plc (United Kingdom)1		4,901,790		48,328,534
Insurance - 1.3%
Admiral Group plc (United Kingdom)1		1,442,610		25,851,114
Real Estate Investment Trusts (REITS) - 0.8%
Land Securities Group plc (United Kingdom)1		1,243,660		16,161,750
Total Financials				90,341,398
Health Care - 9.0%
Health Care Equipment & Supplies - 1.4%
Mindray Medical International Ltd. - ADR (China)		792,230		26,943,742
Health Care Providers & Services - 2.6%
Life Healthcare Group Holdings Ltd. (South Africa)1		2,854,910		10,797,766
Sonic Healthcare Ltd. (Australia)1		3,049,480		41,122,266
				51,920,032
Life Sciences Tools & Services - 2.7%
Lonza Group AG (Switzerland)1		688,926		34,941,097

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

7

Overseas Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Life Sciences Tools & Services (continued)
QIAGEN N.V. (Netherlands)*1		1,088,590	$	18,964,290
				53,905,387
Pharmaceuticals - 2.3%
Novo Nordisk A/S - Class B (Denmark)1		198,190		31,772,932
Santen Pharmaceutical Co. Ltd. (Japan)1		344,900		15,108,528
				46,881,460
Total Health Care				179,650,621
Industrials - 12.1%
Airlines - 3.2%
Ryanair Holdings plc - ADR (Ireland)*		1,964,460		63,353,835
Commercial Services & Supplies - 0.8%
Edenred (France)1		551,290		15,953,750
Electrical Equipment - 1.3%
Nexans S.A. (France)1		349,090		14,864,811
Prysmian S.p.A. (Italy)1		586,290		11,304,157
				26,168,968
Industrial Conglomerates - 1.1%
Siemens AG (Germany)1		210,510		21,210,653
Machinery - 1.4%
FANUC Corp. (Japan)1		118,900		18,942,654
Westport Innovations, Inc. - ADR (Canada)*		306,710		8,606,283
				27,548,937
Marine - 1.8%
D/S Norden A/S (Denmark)1		161,440		4,257,815
Diana Shipping, Inc. - ADR (Greece)*		734,320		5,287,104
Mitsui OSK Lines Ltd. (Japan)1		4,151,000		9,949,655
Nippon Yusen Kabushiki Kaisha (Japan)1		5,080,000		9,683,176
Pacific Basin Shipping Ltd. (Hong Kong)1,2		11,822,854		6,310,120
				35,487,870
Professional Services - 1.5%
Adecco S.A. (Switzerland)1		312,370		15,147,582
Randstad Holding N.V. (Netherlands)1		455,280		14,885,489
				30,033,071
Trading Companies & Distributors - 0.5%
Brenntag AG (Germany)1		82,830		10,451,348
Transportation Infrastructure - 0.5%
Groupe Eurotunnel S.A. (France)1		1,359,760		10,355,146
Total Industrials				240,563,578

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

8

Overseas Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology - 7.6%
Communications Equipment - 0.7%
Alcatel-Lucent - ADR (France)*		14,201,020	$	14,769,061
Internet Software & Services - 1.1%
Tencent Holdings Ltd. (China)1		598,500		21,051,919
IT Services - 3.8%
Amdocs Ltd. - ADR (United States)		1,526,730		50,488,961
Cap Gemini S.A. (France)1		621,340		26,138,668
				76,627,629
Semiconductors & Semiconductor Equipment - 2.0%
Sumco Corp. (Japan)*1		1,032,100		7,078,743
Tokyo Electron Ltd. (Japan)1		722,580		32,538,036
				39,616,779
Total Information Technology				152,065,388
Materials - 9.7%
Chemicals - 4.8%
Chr. Hansen Holding A/S (Denmark)1		231,570		7,246,421
Johnson Matthey plc (United Kingdom)1		785,770		28,593,156
Shin-Etsu Chemical Co. Ltd. (Japan)1		187,600		10,592,488
Syngenta AG (Switzerland)1		128,270		50,011,131
				96,443,196
Construction Materials - 2.5%
CRH plc (Ireland)1		1,298,730		24,227,664
Holcim Ltd. (Switzerland)1		385,230		26,290,498
				50,518,162
Metals & Mining - 2.4%
Alumina Ltd. (Australia)1		27,222,540		27,174,272
Norsk Hydro ASA (Norway)1		2,009,290		9,045,877
Umicore S.A. (Belgium)1		213,030		10,947,205
				47,167,354
Total Materials				194,128,712
Telecommunication Services - 2.2%
Diversified Telecommunication Services - 2.2%
Telenor ASA (Norway)1		2,242,390		44,103,596
TOTAL COMMON STOCKS (Identified Cost $1,865,066,920)				1,871,249,267

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

9

Overseas Series

Investment Portfolio - October 31, 2012

	SHARES		VALUE (NOTE 2)
SHORT-TERM INVESTMENT - 5.3%
Dreyfus Cash Management, Inc. - Institutional Shares3 , 0.06% (Identified Cost $ 105,571,708)		105,571,708	$	105,571,708
TOTAL INVESTMENTS - 99.1% (Identified Cost $ 1,970,638,628)				1,976,820,975
OTHER ASSETS, LESS LIABILITIES - 0.9%				17,178,172
NET ASSETS - 100%			$	1,993,999,147

ADR - American Depository Receipt *Non-income producing security

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

²Traded on Hong Kong exchange.

³Rate shown is the current yield as of October 31, 2012.

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

United Kingdom - 17.2%; France - 14.1%.

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

10

Overseas Series

Statement of Assets & Liabilities

October 31, 2012

ASSETS:
Investments, at value (identified cost $1,970,638,628) (Note 2)	$	1,976,820,975
Receivable for securities sold		22,002,000
Dividends receivable		2,959,805
Foreign tax reclaims receivable		1,746,633
Receivable for fund shares sold		703,879
TOTAL ASSETS		2,004,233,292
LIABILITIES:
Accrued management fees (Note 3)		1,212,678
Accrued fund accounting and administration fees (Note 3)		67,074
Accrued transfer agent fees (Note 3)		2,194
Accrued Chief Compliance Officer service fees (Note 3)		369
Foreign currency due to custodian (identifed cost $8,296,932)		8,296,950
Payable for fund shares repurchased		497,097
Accrued custodian fees		125,508
Other payables and accrued expenses		32,275
TOTAL LIABILITIES		10,234,145
TOTAL NET ASSETS	$	1,993,999,147
NET ASSETS CONSIST OF:
Capital stock	$	887,233
Additional paid-in-capital		2,011,597,660
Undistributed net investment income		27,318,155
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(51,973,731	)
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		6,169,830
TOTAL NET ASSETS	$	1,993,999,147
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class A ($1,993,999,147/88,723,349 shares)	$	22.47

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

11

Overseas Series

Statement of Operations

For the Year Ended October 31, 2012

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $4,342,875)	$	40,684,791
EXPENSES:
Management fees (Note 3)		11,738,467
Fund accounting and administration fees (Note 3)		243,919
Directors’ fees (Note 3)		34,086
Transfer agent fees (Note 3)		8,435
Chief Compliance Officer service fees (Note 3)		2,497
Custodian fees		369,757
Miscellaneous		161,683
Total Expenses		12,558,844
Less reduction of expenses (Note 3)		(5,287	)
Net Expenses		12,553,557
NET INVESTMENT INCOME		28,131,234
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on- Investments		(43,021,677	)
Foreign currency and translation of other assets and liabilities (net of Brazilian tax of $54,086)		(706,575	)
		(43,728,252	)
Net change in unrealized appreciation (depreciation) on- Investments		107,079,938
Foreign currency and translation of other assets and liabilities		28,145
		107,108,083
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		63,379,831
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	91,511,065

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

12

Overseas Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	28,131,234		$	34,731,762
Net realized gain (loss) on investments and foreign currency		(43,728,252	)		33,909,582
Net change in unrealized appreciation (depreciation) on investments and foreign currency		107,108,083			(166,547,551	)
Net increase (decrease) from operations		91,511,065			(97,906,207	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(35,331,200	)		(9,601,100	)
From net realized gain on investments		(34,111,953	)		(31,173	)
Total distributions to shareholders		(69,443,153	)		(9,632,273	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		635,743,925			525,453,301
Net increase in net assets		657,811,837			417,914,821
NET ASSETS:
Beginning of year		1,336,187,310			918,272,489
End of year (including undistributed net investment income of $27,318,155 and $35,228,119, respectively)	$	1,993,999,147		$	1,336,187,310

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

13

Overseas Series

Financial Highlights

	FOR THE YEARS ENDED
	10/31/12			10/31/11			10/31/10			10/31/09			10/31/08
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	22.63		$	24.22		$	21.68		$	17.78		$	33.55
Income (loss) from investment operations:
Net investment income		0.36	1		0.75	1		0.32	1		0.36	1		0.34
Net realized and unrealized gain (loss) on investments		0.51			(2.09	)		2.41			4.35			(13.17	)
Total from investment operations		0.87			(1.34	)		2.73			4.71			(12.83	)
Less distributions to shareholders:
From net investment income		(0.52	)		(0.25	)		(0.19	)		(0.42	)		(0.29	)
From net realized gain on investments		(0.51	)		—	2		—			(0.39	)		(2.65	)
Total distributions to shareholders		(1.03	)		(0.25	)		(0.19	)		(0.81	)		(2.94	)
Net asset value - End of year	$	22.47		$	22.63		$	24.22		$	21.68		$	17.78
Net assets - End of year (000’s omitted)	$	1,993,999		$	1,336,187		$	918,272		$	448,441		$	174,371
Total return3		4.61	%		(5.61	%)		12.68	%		28.10	%		(41.58	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*		0.75	%		0.75	%		0.75	%		0.75	%		0.80	%
Net investment income		1.68	%		3.04	%		1.42	%		1.97	%		1.48	%
Portfolio turnover		42	%		37	%		36	%		49	%		43	%
*The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.00	%4		0.01	%		0.01	%		0.05	%		0.03	%

¹Calculated based on average shares outstanding during the year.

²Less than $0.01 per share.

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

⁴Less than 0.01%.

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

14

Overseas Series

Notes to Financial Statements

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2012, 10.3 billion shares have been designated in total among 43 series, of which 200 million have been designated as Overseas Series Class A common stock.

2. Significant Accounting Policies

Security Valuation

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

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

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

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

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

15

Overseas Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

The following is a summary of the valuation levels used for major security types as of October 31, 2012 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities:
Consumer Discretionary	$	286,040,104	$	58,249,880	$	227,790,224	$	—
Consumer Staples		365,357,609		35,702,192		329,655,417		—
Energy		318,998,261		270,939,253		48,059,008		—
Financials		90,341,398		—		90,341,398		—
Health Care		179,650,621		26,943,742		152,706,879		—
Industrials		240,563,578		77,247,222		163,316,356		—
Information Technology		152,065,388		65,258,022		86,807,366		—
Materials		194,128,712		—		194,128,712		—
Telecommunication Services		44,103,596		—		44,103,596		—
Mutual Fund		105,571,708		105,571,708		—		—
Total assets	$	1,976,820,975	$	639,912,019	$	1,336,908,956	$	—

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

There were no Level 3 securities held by the Series as of October 31, 2011 or October 31, 2012.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2012.

Security Transactions, Investment Income and Expenses

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

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

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

Foreign Currency Translation

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

16

Overseas Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Foreign Currency Translation (continued)

on securities transactions, gains and losses on disposition of foreign currencies and the difference between the amount of income and foreign withholding taxes recorded on the books of the Series and the amounts actually received or paid.

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2012, 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, 2009 through October 31, 2012. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

The preparation of financial statements in conformity with 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 0.70% of the Series’ average daily net assets.

Under the Agreement, personnel of the Advisor provide the Series with advice and assistance in the choice of investments and the execution of securities transactions, and otherwise maintain the Series’ organization. The Advisor also provides the Fund with necessary office space and fund administration and support services. The salaries of all officers of the Fund (except a

17

Overseas Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

percentage of the Fund’s Chief Compliance Officer’s salary, which is paid by the Fund), and of all Directors who are “affiliated persons” of the Fund, or of the Advisor, and all personnel of the Fund, or of the Advisor, performing services relating to research, statistical and investment activities, are paid by the Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended.

The Advisor has contractually agreed, until at least February 28, 2013, 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 0.75% of average daily net assets each year. Accordingly, the Advisor waived fees of $5,287 for the year ended October 31, 2012, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 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 and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees by 10%, excluding out-of-pocket expenses.

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, 2012, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,213,773,674 and $669,507,095, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in Class A shares of Overseas Series were:

	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED  10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		36,986,583		$	797,706,576			25,644,794		$	638,310,503
Reinvested		3,272,558			62,996,742			347,072			8,409,551
Repurchased		(10,584,050	)		(224,959,393	)		(4,851,651	)		(121,266,753	)
Total		29,675,091		$	635,743,925			21,140,215		$	525,453,301

At October 31, 2012, the retirement plan of the Advisor and its affiliates owned 178,566 shares of the Series (0.2% of shares outstanding) valued at $4,012,379.

18

Overseas Series

Notes to Financial Statements (continued)

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2012.

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 and foreign currency gains and losses and passive foreign investment company (PFIC) gains and losses. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the fiscal year ended October 31, 2012, $709,998 was reclassified within the capital accounts from Undistributed Net Investment Income to Accumulated Net Realized Gain on Investments. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 10/31/12		FOR THE YEAR ENDED 10/31/11
Ordinary income	$	36,180,006	$	9,632,273
Long-term capital gains		33,263,147		—

At October 31, 2012, the tax basis of components of distributable earnings and the net unrealized depreciation based on the identified cost for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	1,980,614,340
Unrealized appreciation		148,274,858
Unrealized depreciation		(152,068,223	)
Net unrealized depreciation	$	(3,793,365	)
Undistributed ordinary income		29,361,869
Capital loss carryover		(44,041,733	)

19

Overseas Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized by the Series after October 31, 2011, may get carried forward indefinitely, and will retain their character as short-term and/or long-term losses. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of October 31, 2012, the Series had no pre-enactment net capital losses and had post-enactment net short-term capital loss carryforwards of $31,307,311 and net long-term capital loss carryforwards of $12,734,422, respectively.

20

Overseas Series

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying statement of assets and liabilities, including the investment portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of the Overseas Series (a series of Manning & Napier Fund, Inc., hereafter referred to as the “Series”) at October 31, 2012, 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 19, 2012

21

Overseas Series

Supplemental Tax Information

(unaudited)

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

For federal income tax purposes, the Series reports for the current fiscal year $37,667,083 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 0.15%.

The Series has elected to pass through to its shareholders, foreign source income of $44,782,455 and foreign taxes paid of $1,487,077 for the year ended October 31, 2012.

22

Overseas Series

Directors’ and Officers’ Information

(unaudited)

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

Interested Director/Officer
Name: Address:	B. Reuben Auspitz* 290 Woodcliff Drive Fairport, NY 14450
Age:	65
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002; President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Chief Compliance Officer since 2004; Vice Chairman since June 2010; Co-Executive Director from 2003-2010 - Manning & Napier Advisors, LLC, President; Director - Manning & Napier Investor Services, Inc. Holds or has held one or more of the following titles for various subsidiaries and affiliates: President, Vice President, Director, Chairman, Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Independent Directors
Name: Address:	Stephen B. Ashley 290 Woodcliff Drive Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group (property management and investment). Director 1995-2008 and Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name: Address:	Peter L. Faber 290 Woodcliff Drive Fairport, NY 14450
Age:	74
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:	41
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010) New York Collegium (non-profit) (2004-2011) Boston Early Music Festival (non-profit)
Name: Address:	Harris H. Rusitzky 290 Woodcliff Drive Fairport, NY 14450
Age:	77
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:	41
Other Directorships Held Outside Fund Complex:	N/A

23

Overseas Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name: Address:	Paul A. Brooke 290 Woodcliff Drive Fairport, NY 14450
Age:	66
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments); Managing Member, PMSV Holdings LLC (investments) since 1991; Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present) ViroPharma, Inc. (2000-present) WebMD (2000-2010) Cheyne Capital International (2000-present) MPM Bio-equities (2000-2009) GMP Companies (2000-present) HoustonPharma (2000-2009)
Name: Address:	Chester N. Watson 290 Woodcliff Drive Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (investments)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Officers
Name: Address:	Ryan Albano 290 Woodcliff Drive Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager since 2011 - Manning & Napier Advisors, LLC; Manager (2004-2011) – KPMG LLP
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Jeffrey S. Coons, Ph.D., CFA 290 Woodcliff Drive Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Elizabeth Craig 290 Woodcliff Drive Fairport, NY 14450
Age:	25
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

24

Overseas Series

Directors’ and Officers’ Information

(unaudited)

Officers (continued)
Name: Address:	Christine Glavin 290 Woodcliff Drive Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Jodi L. Hedberg 290 Woodcliff Drive Fairport, NY 14450
Age:	44
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, LLC and affiliates since 1990 (title change in 2005 from Compliance Manager to Director of Compliance); Corporate Secretary, Manning & Napier Investor Services, Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name: Address:	Richard Yates 290 Woodcliff Drive Fairport, NY 14450
Age:	47
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC & affiliates since 2000; Holds
	one or more of the following titles for various affiliates; Director or
	Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

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

¹The term of office 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.

25

{This page intentionally left blank}

26

Overseas Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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 our web site	http://www.manning-napier.com

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

MNOVS-10/12-AR

	PRO-BLEND® CONSERVATIVE TERM SERIES
	PRO-BLEND® MODERATE TERM SERIES
	PRO-BLEND® EXTENDED TERM SERIES
	PRO-BLEND® MAXIMUM TERM SERIES
www.manning-napier.com

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Over the past twelve months, global growth concerns, uncertainty, and volatility have generally caused investors’ risk appetite to rise and fall alongside the shorter-term movement of news. Although the fourth quarter of 2011 and the first quarter of 2012 provided strong equity market returns, investors continued to express apprehension as data pertaining to the U.S. showed signs of softness heading into the second quarter. Additionally, a resurgence of fear and uncertainty related to the European sovereign debt crisis persisted throughout the quarter, placing increased stress on global financial markets. However, markets began to advance again during the later part of the second quarter and throughout the third as encouraging statements from policymakers both domestically and abroad provided a boost to investor confidence. Overall, despite the U.S. stock market posting strong returns over the past year, the market environment continues to be challenging and our slow growth economic outlook remains in place.

Despite multiple shifts in market temperament over the past year, U.S. equity markets, global equity markets, and the domestic bond market all posted positive absolute results. For the twelve months ended October 2012, the S&P 500 Index gained 15.21%. Similarly, the MSCI All Country World Index ex U.S. Index finished the one year period higher, returning 3.98%. While shifting risk appetites also caused gyrations within fixed income markets, the Barclay’s Capital U.S. Aggregate Bond Index (the “BCA Index”) returned 5.25% over the past year.

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 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 slightly trailed its blended benchmark over the current stock market cycle. Meanwhile, the more growth-oriented Moderate Term Series, Extended Term Series, and Maximum Term Series each continued to outperform their respective blended benchmarks over the current stock market cycle with the exception of the Maximum Term Series Class C and the Moderate Term Series Class C and R.

For the twelve months ending October 31, 2012, each of the Pro-Blend Series provided positive absolute returns. On a relative basis, however, the performance of each fund in the Series trailed its respective blended benchmark during the one year period with the exception of the Conservative Term Series Class I and Class R.

Although markets continue to be driven by uncertainty and macroeconomic developments, Manning & Napier believes investment decision-making needs to remain focused on industry and company-specific fundamentals. Within equity markets, our security selection strategies and pricing disciplines continue to identify compelling investment opportunities in what we believe are well-positioned and attractively valued growth companies. Broadly speaking, investors continue to display a preference for areas of the market that are perceived to be safe and stable. This market bias has created attractive investment opportunities in many growth-oriented companies. Over the past year, each Pro-Blend Series maintained a larger position in equities than its respective blended benchmark.

During the year, we continued to find attractive opportunities in companies that adhere to the tenets of our Strategic Profile strategy. Companies that fit this strategy have what we believe to be a demonstrated sustainable competitive advantage which acts as a protective moat around the business. For example, we added or increased investments in sectors such as Information Technology and Healthcare. As of the Pro-Blend Series’ fiscal year-end, each Series was overweight in the Consumer Discretionary sector and underweight in the Telecommunication Services and Utilities sectors relative to the blended benchmarks.

With regard to the Series’ relative performance, equity selection decisions detracted from relative returns during the twelve months through October. In particular, certain Series investments in the Health Care, Energy, and Information Technology sectors challenged relative performance. This weakness was partially offset by relatively stronger performance among Series holdings in the Consumer Discretionary and Materials sectors which aided relative returns. In terms of sector allocation decisions, the overall relative performance impact of sector positioning was largely muted. The Series’ overweight to the Consumer Discretionary sector and underweight to the Utilities sector as compared to the blended benchmarks contributed positively to relative results for the period.

2

Management Discussion and Analysis

(unaudited)

In the fixed income portion of the Pro-Blend Series’ portfolios, we continue to favor opportunities we are finding in the corporate sector. As a result, the Pro-Blend Series’ fixed income investments are most heavily weighted in the corporate sector, and are overweight to this sector relative to the BCA Index. Our main focus is on investment grade corporate bonds, although we are also employing a selective approach to value opportunities we see in corporate bonds rated below investment grade. Additionally, as Treasury yields hover near historic lows, our preference for government debt continues to be U.S. Agency securities. Each Series has a larger position in Agency bonds than the BCA Index.

At Manning & Napier, we continue to focus on areas of the market that we believe can provide compelling long-term growth potential at attractive prices. In the current environment, where the majority of investors are focused on traditionally less volatile areas of the markets, we are finding the best values in growth companies that have the ability to expand the business faster than the broad economy. In short, we will continue to focus our portfolios on areas of the market that we believe can provide compelling long-term absolute returns and keep investors on track to achieve their financial goals.

As always, we appreciate your business.

Sincerely,

Manning & Napier Advisors, LLC

3

Performance Update - Pro-Blend^® Conservative Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2012
	ONE  YEAR1			FIVE  YEAR			TEN  YEAR			SINCE  INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term Series - Class S3		7.15	%		4.87	%		5.79	%		6.09	%
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term Series - Class I3,4		7.34	%		5.03	%		5.87	%		6.15	%
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term Series - Class C3,4		6.42	%		4.05	%		5.01	%		5.33	%
Manning & Napier Fund, Inc. - Pro-Blend® Conservative Term Series - Class R3,4		6.85	%		4.60	%		5.54	%		5.87	%
Barclays Capital Intermediate U.S. Aggregate Bond Index5,7		4.14	%		5.80	%		4.96	%		5.92	%
8%/22%/70% Blended Index6,7		6.68	%		4.98	%		5.87	%		6.42	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Pro-Blend^® Conservative Term Series - Class S for the ten years ended October 31, 2012 to the Barclays Capital Intermediate U.S. Aggregate Bond Index and a 8%/22%/70% Blended Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, this net expense ratio was 0.88% for Class S, 0.68% for Class I, 1.69% for Class C and 1.19% for Class R. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.88% for Class S, 0.68% for Class I, 1.69% for Class C and 1.19% for Class R for the year ended October 31, 2012.

⁴For 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.

⁵The 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

Performance Update - Pro-Blend^® Conservative Term Series

(unaudited)

⁶The 8%/22%/70% Blended Index is 8% Morgan Stanley Capital International (MSCI) All Country World Index ex U.S., 22% Russell 3000^® Index, and 70% 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.

⁷Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index’s portfolios.

5

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

(unaudited)

As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, 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 in each class at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                   5/1/12	ENDING  ACCOUNT VALUE                   10/31/12	EXPENSES PAID  DURING PERIOD                   5/1/12-10/31/12*	ANNUALIZED                   EXPENSE RATIO
Class S
Actual	$1,000.00	$1,029.60	$4.55	0.89%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.72	$4.53	0.89%
Class I
Actual	$1,000.00	$1,030.20	$3.53	0.69%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.73	$3.52	0.69%
Class C
Actual	$1,000.00	$1,026.20	$8.63	1.69%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.69	$8.59	1.69%
Class R
Actual	$1,000.00	$1,028.30	$6.08	1.19%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.21	$6.06	1.19%

*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.

6

Portfolio Composition - Pro-Blend^® Conservative Term Series

As of October 31, 2012 (unaudited)

Sector Allocation3
Financials	17.88	%
Consumer Discretionary	8.78	%
Energy	6.40	%
Industrials	5.79	%
Health Care	5.42	%
Information Technology	5.27	%
Consumer Staples	4.29	%
Materials	4.03	%
Telecommunication Services	1.08	%
Utilities	0.72	%
3 Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Five Stock Holding4
Hess Corp.	0.85	%
EMC Corp.	0.62	%
Monsanto Co.	0.53	%
Juniper Networks, Inc.	0.47	%
Exxon Mobil Corp.	0.46	%
4 As a percentage of total investments.
Top Five Bond Holdings5
Fannie Mae, 0.875%, 8/28/2017	2.36	%
Freddie Mac, 2.375%, 1/13/2022	1.95	%
Freddie Mac, 0.875%, 10/28/2013	1.83	%
Fannie Mae, 4.375%, 3/15/2013	1.80	%
Fannie Mae, 0.50%, 9/28/2015	1.74	%

⁵ As a percentage of total investments.

7

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 31.32%
Consumer Discretionary - 4.40%
Auto Components - 0.03%
Hankook Tire Co. Ltd. (South Korea)*1		3,329	$	140,413
Magna International, Inc. (Canada)		5,069		225,114
				365,527
Automobiles - 0.20%
Suzuki Motor Corp. (Japan)1		3,530		80,056
Tesla Motors, Inc.*		3,370		94,798
Toyota Motor Corp. (Japan)1		5,850		225,559
Toyota Motor Corp. - ADR (Japan)		28,530		2,210,219
Yamaha Motor Co. Ltd. (Japan)1		9,150		87,365
				2,697,997
Distributors - 0.03%
Genuine Parts Co.		4,740		296,629
Inchcape plc (United Kingdom)1		19,020		123,696
				420,325
Diversified Consumer Services - 0.01%
Anhanguera Educacional Participacoes S.A. (Brazil)		7,720		135,315
Hotels, Restaurants & Leisure - 1.01%
Accor S.A. (France)1		121,530		3,797,505
Arcos Dorados Holdings, Inc. (Argentina)		4,080		52,673
BJ’s Restaurants, Inc.*		2,550		84,278
Carnival Corp.		111,250		4,214,150
Hyatt Hotels Corp. - Class A*		15,170		553,705
InterContinental Hotels Group plc (United Kingdom)1		46,974		1,162,230
McDonald’s Corp.		32,038		2,780,898
Orient-Express Hotels Ltd. - ADR - Class A*		64,550		757,172
				13,402,611
Household Durables - 0.40%
DR Horton, Inc.		61,050		1,279,608
Lennar Corp. - Class A		39,030		1,462,454
LG Electronics, Inc. (South Korea)1		1,600		111,315
NVR, Inc.*		1,280		1,156,787
Rodobens Negocios Imobiliarios S.A. (Brazil)		13,340		84,071
Toll Brothers, Inc.*		36,500		1,204,865
				5,299,100
Internet & Catalog Retail - 0.24%
Amazon.com, Inc.*		11,210		2,609,912
Blue Nile, Inc.*		730		27,572
HomeAway, Inc.*		10,260		263,785
Ocado Group plc (United Kingdom)*1		76,380		79,898

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

8

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Internet & Catalog Retail (continued)
Shutterfly, Inc.*		7,470	$	226,042
				3,207,209
Leisure Equipment & Products - 0.03%
Mattel, Inc.		9,859		362,614
Media - 2.01%
British Sky Broadcasting Group plc (United Kingdom)1		5,140		58,827
DIRECTV*		82,820		4,232,930
Imax Corp. (Canada)*		6,520		147,287
The McGraw-Hill Companies, Inc.		8,491		469,382
Mediaset Espana Comunicacion S.A. (Spain)1		36,260		195,162
News Corp. - Class A		111,940		2,677,605
Omnicom Group, Inc.		7,419		355,444
Pearson plc - ADR (United Kingdom)		22,532		452,893
Reed Elsevier plc - ADR (United Kingdom)		978		38,210
Societe Television Francaise 1 (France)1		12,700		109,144
Thomson Reuters Corp. (Canada)		24,462		691,296
Time Warner, Inc.		93,850		4,077,783
Valassis Communications, Inc.*		3,340		86,907
Viacom, Inc. - Class B		53,914		2,764,171
Virgin Media, Inc. - ADR (United Kingdom)		163,510		5,353,317
The Walt Disney Co.		96,430		4,731,820
Wolters Kluwer N.V. (Netherlands)1		6,030		116,663
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		45,750		145,103
				26,703,944
Multiline Retail - 0.11%
Kohl’s Corp.		5,494		292,720
Marks & Spencer Group plc (United Kingdom)1		14,240		90,633
PPR (France)1		555		97,839
Target Corp.		14,332		913,665
				1,394,857
Specialty Retail - 0.32%
Aeropostale, Inc.*		5,060		60,467
American Eagle Outfitters, Inc.		4,670		97,463
Belle International Holdings Ltd. (Hong Kong)1		45,000		83,449
Chico’s FAS, Inc.		4,200		78,120
Dick’s Sporting Goods, Inc.		4,000		200,000
Group 1 Automotive, Inc.		1,060		65,731
Hennes & Mauritz AB - Class B (Sweden)1		3,130		106,127
The Home Depot, Inc.		44,762		2,747,492
Komeri Co. Ltd. (Japan)1		1,110		26,791

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

9

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Specialty Retail (continued)
Limited Brands, Inc.		8,863	$	424,449
Penske Automotive Group, Inc.		2,100		64,260
Sonic Automotive, Inc. - Class A		4,230		82,062
Staples, Inc.		15,818		182,144
Teavana Holdings, Inc.*		5,880		62,034
				4,280,589
Textiles, Apparel & Luxury Goods - 0.01%
Adidas AG (Germany)1		1,140		97,170
Burberry Group plc (United Kingdom)1		4,270		80,567
				177,737
Total Consumer Discretionary				58,447,825
Consumer Staples - 3.42%
Beverages - 0.69%
The Boston Beer Co., Inc. - Class A*		760		81,761
C&C Group plc (Ireland)1		15,470		74,070
Carlsberg A/S - Class B (Denmark)1		1,650		142,425
Cia Cervecerias Unidas S.A. - ADR (Chile)		1,460		103,558
The Coca-Cola Co.		134,780		5,011,120
Diageo plc (United Kingdom)1		8,530		243,862
PepsiCo, Inc.		46,436		3,215,229
SABMiller plc (United Kingdom)1		1,520		65,236
Tsingtao Brewery Co. Ltd. (China)1		30,000		161,833
				9,099,094
Food & Staples Retailing - 0.57%
Carrefour S.A. (France)1		7,240		174,850
Casino Guichard-Perrachon S.A. (France)1		820		71,578
Distribuidora Internacional de Alimentacion S.A. (Spain)1		19,840		120,193
Koninklijke Ahold N.V. (Netherlands)1		4,910		62,526
Sysco Corp.		18,077		561,652
Tesco plc (United Kingdom)1		43,875		227,030
Walgreen Co.		12,209		430,123
Wal-Mart Stores, Inc.		79,672		5,976,993
				7,624,945
Food Products - 1.22%
Alliance Grain Traders, Inc. (Canada)		2,510		34,681
Archer-Daniels-Midland Co.		15,092		405,069
Barry Callebaut AG (Switzerland)1		130		124,159
Biostime International Holdings Ltd. (China)1		14,620		37,398
BRF - Brasil Foods S.A. (Brazil)		6,760		122,982
Cal-Maine Foods, Inc.		1,000		43,130

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

10

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
Campbell Soup Co.		9,390	$	331,185
Charoen Pokphand Foods PCL (Thailand)1		103,510		118,715
ConAgra Foods, Inc.		8,856		246,551
Danone S.A. (France)1		3,690		226,961
Flowers Foods, Inc.		3,080		60,645
General Mills, Inc.		19,366		776,189
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		55,850		129,964
H.J. Heinz Co.		9,397		540,421
The Hershey Co.		6,638		457,026
Hillshire Brands Co.		3,608		93,844
The J.M. Smucker Co.		3,498		299,569
Kellogg Co.		10,630		556,162
Kraft Foods Group, Inc.*		32,523		1,479,146
M Dias Branco S.A. (Brazil)		2,020		67,829
Mondelez International, Inc. - Class A		97,570		2,589,508
Nestle S.A. (Switzerland)1		45,420		2,883,635
Sanderson Farms, Inc.		970		43,931
Tyson Foods, Inc. - Class A		2,530		42,529
Unilever plc - ADR (United Kingdom)		118,370		4,414,017
Universal Robina Corp. (Philippines)1		59,730		104,165
				16,229,411
Household Products - 0.52%
Colgate-Palmolive Co.		11,142		1,169,464
Kimberly-Clark Corp.		11,494		959,174
The Procter & Gamble Co.		64,593		4,472,419
Reckitt Benckiser Group plc (United Kingdom)1		4,960		300,500
				6,901,557
Personal Products - 0.02%
Avon Products, Inc.		10,624		164,566
Beiersdorf AG (Germany)1		700		50,925
				215,491
Tobacco - 0.40%
Gudang Garam Tbk PT (Indonesia)1		15,750		80,315
Lorillard, Inc.		3,995		463,460
Philip Morris International, Inc.		54,292		4,808,100
				5,351,875
Total Consumer Staples				45,422,373
Energy - 4.12%
Energy Equipment & Services - 0.85%
Baker Hughes, Inc.		83,075		3,486,658

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

11

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Energy Equipment & Services (continued)
Bourbon S.A. (France)1		800	$	21,599
Calfrac Well Services Ltd. (Canada)		3,770		86,479
CARBO Ceramics, Inc.		390		28,841
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		2,480		80,736
Gulfmark Offshore, Inc. - Class A*		1,090		35,229
Hornbeck Offshore Services, Inc.*		980		33,947
ION Geophysical Corp.*		6,750		43,605
Key Energy Services, Inc.*		4,880		31,915
National Oilwell Varco, Inc.		500		36,850
Petroleum Geo-Services ASA (Norway)1		5,620		97,111
Poseidon Concepts Corp. (Canada)		4,730		69,950
Schlumberger Ltd.		59,590		4,143,293
Trican Well Service Ltd. (Canada)		13,950		166,492
Weatherford International Ltd. - ADR*		266,104		3,006,975
				11,369,680
Oil, Gas & Consumable Fuels - 3.27%
Apache Corp.		12,960		1,072,440
BP plc - ADR (United Kingdom)		66,480		2,851,327
Cameco Corp. (Canada)		5,830		112,811
Chevron Corp.		51,769		5,705,462
Cloud Peak Energy, Inc.*		4,930		104,023
ConocoPhillips		37,007		2,140,855
Encana Corp. (Canada)		5,220		117,711
EOG Resources, Inc.		12,510		1,457,290
Exxon Mobil Corp.		65,942		6,011,932
Hess Corp.		214,830		11,227,016
Marathon Oil Corp.		10,956		329,337
Occidental Petroleum Corp.		11,351		896,275
Pacific Rubiales Energy Corp. (Colombia)		4,920		115,715
Paladin Energy Ltd. (Australia)*2		56,570		66,836
Petroleo Brasileiro S.A. - ADR (Brazil)		101,030		2,074,146
Phillips 66		17,997		848,739
Range Resources Corp.		31,340		2,048,382
Royal Dutch Shell plc - ADR (Netherlands)		46,123		3,158,503
Royal Dutch Shell plc - Class B (Netherlands)1		1,976		69,896
Royal Dutch Shell plc - Class B - ADR (Netherlands)		1,940		137,022
Sasol Ltd. - ADR (South Africa)		17,453		740,182
Statoil ASA (Norway)1		4,160		102,456
Statoil ASA - ADR (Norway)		78,757		1,933,484

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

12

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Talisman Energy, Inc. (Canada)		13,290	$	150,631
				43,472,471
Total Energy				54,842,151
Financials - 5.46%
Capital Markets - 0.02%
Deutsche Bank AG (Germany)1		5,300		241,420
Commercial Banks - 0.16%
Barclays plc (United Kingdom)1		39,850		147,356
BNP Paribas S.A. (France)1		4,310		217,417
CIT Group, Inc.*		5,670		211,037
Hong Leong Financial Group Berhad (Malaysia)1		33,030		139,610
HSBC Holdings plc (United Kingdom)1		6,370		62,804
HSBC Holdings plc - ADR (United Kingdom)		9,470		467,439
ICICI Bank Ltd. - ADR (India)		6,630		260,228
Standard Chartered plc (United Kingdom)1		9,040		214,038
Wells Fargo & Co.		11,570		389,793
				2,109,722
Consumer Finance - 0.55%
American Express Co.		43,720		2,447,008
Discover Financial Services		118,220		4,847,020
				7,294,028
Diversified Financial Services - 0.38%
CME Group, Inc.		5,200		290,836
Deutsche Boerse AG (Germany)1		4,870		263,884
Hankook Tire Worldwide Co. Ltd. (South Korea)1		761		9,822
JPMorgan Chase & Co.		11,790		491,407
JSE Ltd. (South Africa)1		67,914		550,869
MarketAxess Holdings, Inc.		16,410		512,648
Moody’s Corp.		61,580		2,965,693
				5,085,159
Insurance - 0.16%
Admiral Group plc (United Kingdom)1		17,680		316,820
Allianz SE (Germany)1		2,690		334,165
AXA S.A. (France)1		920		14,664
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		31,770		280,620
Mapfre S.A. (Spain)1		102,890		285,419
Marsh & McLennan Companies, Inc.		16,408		558,364
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		905		145,617

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

13

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Insurance (continued)
Zurich Insurance Group AG (Switzerland)1		810	$	199,681
				2,135,350
Real Estate Investment Trusts (REITS) - 4.12%
Agree Realty Corp.		5,800		146,392
Alexandria Real Estate Equities, Inc.		29,740		2,094,588
Alstria Office REIT AG (Germany)1		14,860		179,471
American Assets Trust, Inc.		26,150		710,496
American Campus Communities, Inc.		23,680		1,072,941
Apartment Investment & Management Co. - Class A		34,210		913,065
Associated Estates Realty Corp.		63,800		956,362
AvalonBay Communities, Inc.		2,560		347,034
BioMed Realty Trust, Inc.		175,520		3,355,942
Boston Properties, Inc.		22,320		2,372,616
Camden Property Trust		15,980		1,048,767
CBL & Associates Properties, Inc.		27,980		625,913
Cedar Realty Trust, Inc.		75,150		397,544
Coresite Realty Corp.		56,350		1,280,836
Corporate Office Properties Trust		98,090		2,447,346
CubeSmart		85,290		1,119,005
Digital Realty Trust, Inc.		40,100		2,463,343
DuPont Fabros Technology, Inc.		105,000		2,253,300
Education Realty Trust, Inc.		47,160		496,595
Equity Lifestyle Properties, Inc.		12,400		834,892
Equity One, Inc.		46,470		971,223
Equity Residential		5,970		342,738
General Growth Properties, Inc.		76,580		1,505,563
HCP, Inc.		42,900		1,900,470
Health Care REIT, Inc.		32,390		1,924,938
Healthcare Realty Trust, Inc.		20,880		490,471
Healthcare Trust of America, Inc.		53,860		538,600
Home Properties, Inc.		15,180		922,792
Host Hotels & Resorts, Inc.		136,787		1,977,940
Kimco Realty Corp.		31,860		621,907
Land Securities Group plc (United Kingdom)1		56,710		736,964
LTC Properties, Inc.		17,870		589,889
The Macerich Co.		11,040		629,280
Mack-Cali Realty Corp.		48,460		1,259,475
Mid-America Apartment Communities, Inc.		17,660		1,142,779
National Retail Properties, Inc.		20,820		659,578
Pebblebrook Hotel Trust		96,530		2,048,367
Potlatch Corp.		8,750		336,700
Public Storage		6,480		898,322

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

14

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Realty Income Corp.		16,910	$	664,056
Simon Property Group, Inc.		21,260		3,235,985
Sovran Self Storage, Inc.		34,350		1,985,430
Tanger Factory Outlet Centers		15,720		494,708
Taubman Centers, Inc.		8,260		648,823
UDR, Inc.		83,700		2,031,399
Unibail-Rodamco SE (France)1		3,500		788,321
Weyerhaeuser Co.		11,150		308,744
				54,771,910
Real Estate Management & Development - 0.06%
General Shopping Brasil S.A. (Brazil)*		118,230		622,861
Thomas Properties Group, Inc.		40,950		218,673
				841,534
Thrifts & Mortgage Finance - 0.01%
Aareal Bank AG (Germany)*1		2,795		60,101
Total Financials				72,539,224
Health Care - 4.24%
Biotechnology - 0.20%
Amgen, Inc.		10,610		918,242
Green Cross Corp. (South Korea)1		3,870		560,355
Incyte Corp. Ltd.*		14,230		227,111
Myriad Genetics, Inc.*		29,700		777,249
Protalix BioTherapeutics, Inc.*		29,870		144,272
				2,627,229
Health Care Equipment & Supplies - 0.63%
Abaxis, Inc.*		10,440		383,983
Alere, Inc.*		16,210		311,232
Baxter International, Inc.		14,900		933,187
Becton, Dickinson and Co.		37,790		2,859,947
BioMerieux (France)1		3,770		365,327
DexCom, Inc.*		19,710		258,201
HeartWare International, Inc.*		4,230		355,235
Insulet Corp.*		26,720		566,731
MAKO Surgical Corp.*		14,280		216,342
Medtronic, Inc.		21,248		883,492
Mindray Medical International Ltd. - ADR (China)		4,100		139,441
Neogen Corp.*		3,100		132,649
Quidel Corp.*		14,620		256,289
Sirona Dental Systems, Inc.*		4,440		254,234
Straumann Holding AG (Switzerland)1		1,735		213,793

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

15

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Equipment & Supplies (continued)
Thoratec Corp.*		7,300	$	260,610
				8,390,693
Health Care Providers & Services - 0.25%
Cardinal Health, Inc.		7,218		296,876
HMS Holdings Corp.*		7,290		168,326
Life Healthcare Group Holdings Ltd. (South Africa)1		8,230		31,127
Odontoprev S.A. (Brazil)		35,800		185,077
Qualicorp S.A. (Brazil)*		36,020		369,591
Sonic Healthcare Ltd. (Australia)1		32,740		441,499
Universal Health Services, Inc. - Class B		43,250		1,790,118
				3,282,614
Health Care Technology - 0.37%
Cerner Corp.*		58,820		4,481,496
Computer Programs & Systems, Inc.		4,060		198,169
Greenway Medical Technologies, Inc.*		14,620		242,546
				4,922,211
Life Sciences Tools & Services - 0.22%
Gerresheimer AG (Germany)1		3,070		152,381
Lonza Group AG (Switzerland)1		7,140		362,128
Luminex Corp.*		22,380		359,870
QIAGEN N.V. (Netherlands)*1		4,310		75,084
QIAGEN N.V. - ADR (Netherlands)*		88,940		1,552,003
WuXi PharmaTech Cayman, Inc. - ADR (China)*		29,390		417,044
				2,918,510
Pharmaceuticals - 2.57%
Abbott Laboratories		45,571		2,985,812
AstraZeneca plc (United Kingdom)1		465		21,564
AstraZeneca plc - ADR (United Kingdom)		42,479		1,971,026
Bayer AG (Germany)1		3,230		281,632
Bristol-Myers Squibb Co.		49,410		1,642,883
Eli Lilly & Co.		34,399		1,672,823
GlaxoSmithKline plc (United Kingdom)1		4,135		92,656
GlaxoSmithKline plc - ADR (United Kingdom)		74,864		3,361,394
Johnson & Johnson		81,969		5,805,045
Merck & Co., Inc.		87,476		3,991,530
Novartis AG - ADR (Switzerland)		57,013		3,447,006
Novo Nordisk A/S - Class B (Denmark)1		910		145,887
Pfizer, Inc.		227,431		5,656,209
Sanofi - ADR (France)		58,658		2,572,153
Santen Pharmaceutical Co. Ltd. (Japan)1		1,050		45,996

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

16

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Pharmaceuticals (continued)
Shire plc (Ireland)1		4,305	$	121,056
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		2,910		117,622
UCB S.A. (Belgium)1		4,330		252,904
				34,185,198
Total Health Care				56,326,455
Industrials - 2.88%
Aerospace & Defense - 0.45%
The Boeing Co.		15,723		1,107,528
General Dynamics Corp.		8,977		611,154
Honeywell International, Inc.		21,739		1,331,296
Northrop Grumman Corp.		7,977		547,940
Raytheon Co.		8,785		496,880
United Technologies Corp.		23,530		1,839,105
				5,933,903
Air Freight & Logistics - 0.11%
United Parcel Service, Inc. - Class B		19,912		1,458,554
Airlines - 0.49%
Copa Holdings S.A. - ADR - Class A (Panama)		1,500		139,230
Deutsche Lufthansa AG (Germany)1		4,930		75,424
Ryanair Holdings plc - ADR (Ireland)*		5,780		186,405
Southwest Airlines Co.		639,445		5,639,905
Spirit Airlines, Inc.*		11,880		208,494
US Airways Group, Inc.*		22,060		268,691
				6,518,149
Building Products - 0.00%**
A.O. Smith Corp.		720		43,754
Commercial Services & Supplies - 0.07%
Edenred (France)1		9,030		261,319
Interface, Inc.		1,820		26,044
Tomra Systems ASA (Norway)1		19,690		161,758
Waste Management, Inc.		13,784		451,288
				900,409
Construction & Engineering - 0.00%**
MYR Group, Inc.*		1,850		39,183
Electrical Equipment - 0.22%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		66,317		1,197,685
Alstom S.A. (France)1		6,280		214,667
Emerson Electric Co.		24,198		1,171,909
Nexans S.A. (France)1		630		26,826

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

17

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Electrical Equipment (continued)
Polypore International, Inc.*		3,990	$	140,767
Prysmian S.p.A. (Italy)1		5,290		101,996
Schneider Electric S.A. (France)1		1,560		97,678
				2,951,528
Industrial Conglomerates - 0.40%
3M Co.		21,531		1,886,116
Koninklijke Philips Electronics N.V. - NY Shares (Netherlands)		32,862		824,179
Siemens AG (Germany)1		5,200		523,944
Siemens AG - ADR (Germany)		20,640		2,082,782
				5,317,021
Machinery - 0.51%
Astec Industries, Inc.*		970		27,936
Deere & Co.		5,558		474,876
Dover Corp.		6,094		354,793
Eaton Corp.		7,645		360,997
FANUC Corp. (Japan)1		1,490		237,381
Graham Corp.		1,400		25,158
Illinois Tool Works, Inc.		14,774		906,089
Pall Corp.		57,790		3,638,458
Stanley Black & Decker, Inc.		3,491		241,926
Titan International, Inc.		2,850		59,793
Wabash National Corp.*		24,670		155,668
Westport Innovations, Inc. - ADR (Canada)*		9,770		274,146
				6,757,221
Marine - 0.01%
Baltic Trading Ltd.		4,170		14,220
D/S Norden A/S (Denmark)1		2,350		61,979
Diana Shipping, Inc. - ADR (Greece)*		1,980		14,256
Mitsui OSK Lines Ltd. (Japan)1		6,000		14,382
Nippon Yusen Kabushiki Kaisha (Japan)1		10,490		19,995
Pacific Basin Shipping Ltd. (Hong Kong)1,3		36,000		19,214
Sinotrans Shipping Ltd. (China)1		277,750		67,898
				211,944
Professional Services - 0.26%
Adecco S.A. (Switzerland)1		38,830		1,882,961
ALS Ltd. (Australia)1		7,650		73,437
Experian plc (United Kingdom)1		7,820		135,295
Manpower, Inc.		34,770		1,319,174
				3,410,867

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

18

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Road & Rail - 0.27%
CSX Corp.		13,935	$	285,249
Norfolk Southern Corp.		40,527		2,486,331
Union Pacific Corp.		6,439		792,190
				3,563,770
Trading Companies & Distributors - 0.01%
Brenntag AG (Germany)1		240		30,283
Fastenal Co.		1,360		60,792
MSC Industrial Direct Co., Inc. - Class A		440		32,824
				123,899
Transportation Infrastructure - 0.08%
Groupe Eurotunnel S.A. (France)1		97,190		740,143
Malaysia Airports Holdings Berhad (Malaysia)1		143,820		274,325
				1,014,468
Total Industrials				38,244,670
Information Technology - 4.44%
Communications Equipment - 0.88%
Alcatel-Lucent - ADR (France)*		96,420		100,277
Infinera Corp.*		53,770		264,548
Juniper Networks, Inc.*		374,160		6,199,831
Polycom, Inc.*		18,440		184,769
Qualcomm, Inc.		65,280		3,823,776
Riverbed Technology, Inc.*		15,870		293,119
Telefonaktiebolaget LM Ericsson - ADR (Sweden)		91,453		813,017
				11,679,337
Computers & Peripherals - 0.68%
Apple, Inc.		670		398,717
EMC Corp.*		333,360		8,140,651
Fusion-io, Inc.*		2,170		51,212
Hewlett-Packard Co.		29,428		407,578
Immersion Corp.*		13,210		57,067
				9,055,225
Electronic Equipment, Instruments & Components - 0.10%
Amphenol Corp. - Class A		2,580		155,135
Corning, Inc.		24,081		282,952
Hitachi Ltd. (Japan)1		46,050		244,211
Keyence Corp. (Japan)1		490		130,090
Rofin-Sinar Technologies, Inc.*		11,220		204,316
TE Connectivity Ltd. - ADR (Switzerland)		9,546		307,190
				1,323,894

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

19

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Internet Software & Services - 0.40%
The Active Network, Inc.*		23,500	$	208,210
Google, Inc. - Class A*		5,975		4,061,626
LinkedIn Corp. - Class A*		2,450		261,979
LogMeIn, Inc.*		4,140		102,175
Tencent Holdings Ltd. (China)1		11,690		411,190
Velti plc - ADR (Ireland)*		33,060		241,338
				5,286,518
IT Services - 0.90%
Accenture plc - Class A (Ireland)		10,073		679,021
Amdocs Ltd. - ADR		12,850		424,950
Automatic Data Processing, Inc.		14,538		840,151
Cap Gemini S.A. (France)1		12,240		514,915
Cielo S.A. (Brazil)		4,800		118,756
Euronet Worldwide, Inc.*		18,210		369,481
InterXion Holding NV - ADR (Netherlands)*		900		19,233
MasterCard, Inc. - Class A		9,220		4,249,775
Sapient Corp.*		6,980		71,754
VeriFone Systems, Inc.*		91,520		2,712,653
The Western Union Co.		153,570		1,950,339
				11,951,028
Office Electronics - 0.07%
Canon, Inc. - ADR (Japan)		28,859		927,817
Semiconductors & Semiconductor Equipment - 0.37%
Analog Devices, Inc.		6,404		250,460
Applied Materials, Inc.		29,122		308,693
Intel Corp.		149,816		3,239,771
Linear Technology Corp.		7,301		228,229
Samsung Electronics Co. Ltd. (South Korea)1		190		228,007
Sumco Corp. (Japan)*1		16,730		114,744
Texas Instruments, Inc.		16,536		464,496
Tokyo Electron Ltd. (Japan)1		2,930		131,939
				4,966,339
Software - 1.04%
Autodesk, Inc.*		128,280		4,084,435
Aveva Group plc (United Kingdom)1		4,700		151,243
Electronic Arts, Inc.*		349,910		4,321,389
Microsoft Corp.		164,296		4,688,186
RealPage, Inc.*		9,980		217,863

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

20

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software (continued)
SAP AG (Germany)1		4,690	$	342,007
				13,805,123
Total Information Technology				58,995,281
Materials - 1.80%
Chemicals - 1.10%
Air Products & Chemicals, Inc.		27,573		2,137,735
BASF SE (Germany)1		3,430		284,518
Calgon Carbon Corp.*		4,310		53,401
The Dow Chemical Co.		16,957		496,840
E.I. du Pont de Nemours & Co.		28,481		1,267,974
Flotek Industries, Inc.*		4,020		44,662
Johnson Matthey plc (United Kingdom)1		2,405		87,515
Linde AG (Germany)1		1,840		309,638
Monsanto Co.		81,030		6,974,252
PPG Industries, Inc.		4,570		535,056
Shin-Etsu Chemical Co. Ltd. (Japan)1		890		50,252
Syngenta AG (Switzerland)1		6,010		2,343,236
Yingde Gases (Hong Kong)1		72,000		68,165
				14,653,244
Construction Materials - 0.01%
CRH plc (Ireland)1		3,990		74,433
Holcim Ltd. (Switzerland)1		920		62,787
				137,220
Metals & Mining - 0.66%
Alcoa, Inc.		321,570		2,755,855
Alumina Ltd. (Australia)1		61,280		61,171
ArcelorMittal - NY Shares (Luxembourg)		23,528		347,509
BHP Billiton plc - ADR (United Kingdom)		62,041		3,969,383
Freeport-McMoRan Copper & Gold, Inc.		13,189		512,788
Impala Platinum Holdings Ltd. (South Africa)1		4,140		74,642
Norsk Hydro ASA (Norway)1		7,000		31,514
Southern Copper Corp.		18,916		720,700
Teck Resources Ltd. - Class B (Canada)		8,155		259,981
Umicore S.A. (Belgium)1		770		39,569
				8,773,112
Paper & Forest Products - 0.03%
International Paper Co.		9,260		331,786
Total Materials				23,895,362

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

21

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Telecommunication Services - 0.45%
Diversified Telecommunication Services - 0.31%
Swisscom AG - ADR (Switzerland)4		2,360	$	98,034
Telefonica S.A. - ADR (Spain)		14,480		190,267
Telenor ASA (Norway)1		181,460		3,568,977
Telenor ASA - ADR (Norway)4		3,420		201,267
				4,058,545
Wireless Telecommunication Services - 0.14%
Mobile Telesystems OJSC - ADR (Russia)		15,143		259,551
MTN Group Ltd. (South Africa)1		3,260		58,906
NTT DOCOMO, Inc. - ADR (Japan)		58,343		840,139
Rogers Communications, Inc. - Class B (Canada)		13,851		608,336
SK Telecom Co. Ltd. - ADR (South Korea)		8,490		132,699
				1,899,631
Total Telecommunication Services				5,958,176
Utilities - 0.11%
Electric Utilities - 0.04%
Cia Energetica de Minas Gerais (CEMIG) - ADR (Brazil)		17,082		204,813
Enersis S.A. - ADR (Chile)		16,137		273,361
				478,174
Independent Power Producers & Energy Traders - 0.00%**
Dynegy, Inc.*		2,570		48,059
Multi-Utilities - 0.04%
National Grid plc (United Kingdom)1		6,570		74,928
Public Service Enterprise Group, Inc.		15,397		493,320
				568,248
Water Utilities - 0.03%
Cia de Saneamento Basico do Estado de Sao Paulo (SABESP) - ADR (Brazil)		3,358		282,106
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		4,390		103,620
				385,726
Total Utilities				1,480,207
TOTAL COMMON STOCKS (Identified Cost $386,531,571)				416,151,724
PREFERRED STOCKS - 0.33%
Financials - 0.33%
Commercial Banks - 0.27%
BB&T Corp., Series D (non-cumulative), 5.85%		34,225		897,722
PNC Financial Services Group, Inc., Series Q (non-cumulative), 5.375%		52,625		1,322,992

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

22

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	SHARES/ PRINCIPAL AMOUNT		VALUE (NOTE 2)
PREFERRED STOCKS (continued)
Financials (continued)
Commercial Banks (continued)
U.S. Bancorp., Series F (non-cumulative), 6.50%5		45,425	$	1,343,217
				3,563,931
Real Estate Investment Trusts (REITS) - 0.06%
MPG Office Trust, Inc., Series A, 7.625%*		11,690		261,973
Public Storage, Series Q, 6.50%		18,560		524,691
				786,664
Total Financials				4,350,595
TOTAL PREFERRED STOCKS (Identified Cost $4,020,511)				4,350,595
CORPORATE BONDS - 27.67%
Convertible Corporate Bonds - 0.12%
Financials - 0.04%
Real Estate Investment Trusts (REITS) - 0.04%
BioMed Realty LP6 , 3.75%, 1/15/2030	$	410,000		484,825
Health Care - 0.01%
Health Care Equipment & Supplies - 0.01%
Alere, Inc., 3.00%, 5/15/2016		180,000		169,875
Information Technology - 0.00%**
Computers & Peripherals - 0.00%**
EMC Corp., 1.75%, 12/1/2013		40,000		62,075
Materials - 0.07%
Containers & Packaging - 0.07%
Owens-Brockway Glass Container, Inc.6 , 3.00%, 6/1/2015		975,000		959,766
Total Convertible Corporate Bonds (Identified Cost $1,635,903)				1,676,541
Non-Convertible Corporate Bonds - 27.55%
Consumer Discretionary - 4.33%
Auto Components - 0.06%
Exide Technologies, 8.625%, 2/1/2018		375,000		304,219
UCI International, Inc., 8.625%, 2/15/2019		495,000		490,669
				794,888
Hotels, Restaurants & Leisure - 0.44%
Choice Hotels International, Inc., 5.70%, 8/28/2020		265,000		286,863
International Game Technology, 7.50%, 6/15/2019		4,000,000		4,778,820
Yum! Brands, Inc., 3.875%, 11/1/2020		730,000		790,393
				5,856,076
Household Durables - 0.63%
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		1,400,000		1,560,250

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

23

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Household Durables (continued)
NVR, Inc., 3.95%, 9/15/2022	$	1,070,000	$	1,111,128
Taylor Morrison Communities, Inc. - Monarch Communities, Inc.6 , 7.75%, 4/15/2020		540,000		575,100
Tupperware Brands Corp., 4.75%, 6/1/2021		4,795,000		5,164,982
				8,411,460
Media - 2.59%
Cablevision Systems Corp., 8.625%, 9/15/2017		290,000		338,575
Comcast Corp., 5.15%, 3/1/2020		6,500,000		7,870,252
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		6,000,000		6,910,326
Discovery Communications LLC, 5.05%, 6/1/2020		5,680,000		6,683,747
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016		270,000		294,300
Nara Cable Funding Ltd. (Spain)6 , 8.875%, 12/1/2018		720,000		680,400
NBCUniversal Media LLC, 5.15%, 4/30/2020		1,135,000		1,359,220
Sirius XM Radio, Inc.6 , 8.75%, 4/1/2015		440,000		499,400
Time Warner, Inc., 4.875%, 3/15/2020		5,060,000		5,950,292
Time Warner, Inc., 4.75%, 3/29/2021		3,245,000		3,793,421
				34,379,933
Multiline Retail - 0.07%
Target Corp., 6.00%, 1/15/2018		325,000		401,754
Target Corp., 3.875%, 7/15/2020		535,000		612,933
				1,014,687
Specialty Retail - 0.47%
Advance Auto Parts, Inc., 4.50%, 1/15/2022		1,490,000		1,608,796
Dufry Finance SCA (Switzerland)6 , 5.50%, 10/15/2020		470,000		478,225
The Home Depot, Inc., 5.40%, 3/1/2016		905,000		1,042,331
Lowe’s Companies, Inc., 6.10%, 9/15/2017		1,800,000		2,204,264
O’Reilly Automotive, Inc., 4.875%, 1/14/2021		255,000		288,832
Rent-A-Center, Inc., 6.625%, 11/15/2020		550,000		594,687
				6,217,135
Textiles, Apparel & Luxury Goods - 0.07%
Jones Group, Inc. - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019		330,000		341,550
VF Corp., 5.95%, 11/1/2017		485,000		576,418
				917,968
Total Consumer Discretionary				57,592,147
Consumer Staples - 0.85%
Beverages - 0.12%
Constellation Brands, Inc., 7.25%, 9/1/2016		665,000		768,075
PepsiCo, Inc., 5.00%, 6/1/2018		110,000		130,733

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

24

Investment Portfolio - October 31, 2012

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., 7.90%, 11/1/2018	$	493,000	$	672,231
				1,571,039
Food & Staples Retailing - 0.04%
Shearer’s Escrow Corp.6 , 9.00%, 11/1/2019		485,000		497,731
Food Products - 0.69%
C&S Group Enterprises LLC6 , 8.375%, 5/1/2017		595,000		626,981
General Mills, Inc., 5.65%, 2/15/2019		375,000		460,678
Kraft Foods Group, Inc.6 , 6.125%, 8/23/2018		247,000		306,115
Kraft Foods Group, Inc.6 , 5.375%, 2/10/2020		2,966,000		3,638,211
Minerva Luxembourg S.A. (Brazil)6 , 12.25%, 2/10/2022		310,000		368,900
Mondelez International, Inc., 6.125%, 2/1/2018		88,000		108,505
Mondelez International, Inc., 5.375%, 2/10/2020		2,699,000		3,312,744
Tyson Foods, Inc., 4.50%, 6/15/2022		380,000		402,800
				9,224,934
Total Consumer Staples				11,293,704
Energy - 2.24%
Energy Equipment & Services - 0.94%
Baker Hughes, Inc., 7.50%, 11/15/2018		535,000		716,234
Calfrac Holdings LP (Canada)6 , 7.50%, 12/1/2020		970,000		960,300
Global Geophysical Services, Inc., 10.50%, 5/1/2017		325,000		307,125
Schlumberger Oilfield plc6 , 4.20%, 1/15/2021		810,000		921,987
SESI LLC, 6.375%, 5/1/2019		280,000		299,600
Shelf Drilling Holdings Ltd. (United Arab Emirates)6 , 8.625%, 11/1/2018		485,000		487,425
Sidewinder Drilling, Inc.6 , 9.75%, 11/15/2019		485,000		487,425
Thermon Industries, Inc., 9.50%, 5/1/2017		261,000		289,710
Weatherford International Ltd., 9.625%, 3/1/2019		6,000,000		7,948,878
				12,418,684
Oil, Gas & Consumable Fuels - 1.30%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		2,950,000		3,426,755
Anadarko Petroleum Corp., 8.70%, 3/15/2019		1,220,000		1,663,439
Anadarko Petroleum Corp., 6.95%, 6/15/2019		3,000,000		3,822,189
Apache Corp., 6.90%, 9/15/2018		495,000		634,339
Carrizo Oil & Gas, Inc., 7.50%, 9/15/2020		490,000		499,800
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.6 , 6.625%, 11/15/2019		1,060,000		1,009,650
CVR Refining LLC - Coffeyville Finance, Inc.6 , 6.50%, 11/1/2022		490,000		480,200
Drill Rigs Holdings, Inc.6 , 6.50%, 10/1/2017		435,000		432,825
EOG Resources, Inc., 2.625%, 3/15/2023		860,000		880,345
EPL Oil & Gas, Inc.6 , 8.25%, 2/15/2018		580,000		574,200

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

25

Investment Portfolio - October 31, 2012

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)
EV Energy Partners LP - EV Energy Finance Corp., 8.00%, 4/15/2019	$	650,000	$	684,125
Gulfport Energy Corp.6 , 7.75%, 11/1/2020		730,000		715,400
PBF Holding Co. LLC - PBF Finance Corp.6 , 8.25%, 2/15/2020		370,000		388,500
Petrobras International Finance Co. (Brazil), 5.375%, 1/27/2021		1,170,000		1,326,846
Shell International Finance B.V. (Netherlands), 4.30%, 9/22/2019		490,000		578,744
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016		175,000		182,000
				17,299,357
Total Energy				29,718,041
Financials - 11.95%
Capital Markets - 2.81%
BNP Paribas Home Loan Covered Bonds S.A. (France)6 , 2.20%, 11/2/2015		1,080,000		1,113,804
The Charles Schwab Corp., 4.45%, 7/22/2020		5,925,000		6,781,785
Credit Suisse AG (Switzerland)6 , 2.60%, 5/27/2016		6,145,000		6,462,703
GFI Group, Inc., 8.625%, 7/19/2018		435,000		363,225
Goldman Sachs Capital I, 6.345%, 2/15/2034		380,000		391,703
Goldman Sachs Capital II7 , 4.00%, 6/1/2043		1,500,000		1,185,600
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		335,000		392,298
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		8,165,000		9,231,978
Innovation Ventures LLC - Innovation Ventures Finance Corp.6 , 9.50%, 8/15/2019		325,000		310,781
Jefferies Group, Inc., 5.125%, 4/13/2018		820,000		842,550
Jefferies Group, Inc., 8.50%, 7/15/2019		2,675,000		3,129,750
Morgan Stanley, 7.30%, 5/13/2019		2,205,000		2,653,316
Morgan Stanley, 5.50%, 1/26/2020		2,650,000		2,925,793
Morgan Stanley, 5.75%, 1/25/2021		1,000,000		1,118,851
Morgan Stanley, 5.50%, 7/28/2021		360,000		400,113
				37,304,250
Commercial Banks - 3.95%
Bank of Montreal (Canada)6 , 1.30%, 10/31/2014		3,650,000		3,713,510
Bank of Montreal (Canada)6 , 2.625%, 1/25/2016		2,965,000		3,152,092
Bank of Nova Scotia (Canada)6 , 1.45%, 7/26/2013		5,450,000		5,493,600
Bank of Nova Scotia (Canada)6 , 1.65%, 10/29/2015		1,080,000		1,113,372
Barclays Bank plc (United Kingdom)6 , 2.50%, 9/21/2015		1,180,000		1,229,396
Canadian Imperial Bank of Commerce (Canada)6 , 1.50%, 12/12/2014		2,630,000		2,687,860
KeyBank National Association, 5.45%, 3/3/2016		880,000		991,493
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		315,000		380,554
National Bank of Canada (Canada)6 , 2.20%, 10/19/2016		4,880,000		5,146,936
National City Corp., 6.875%, 5/15/2019		6,000,000		7,434,828
PNC Bank National Association, 5.25%, 1/15/2017		195,000		223,204
Royal Bank of Canada (Canada)6 , 3.125%, 4/14/2015		4,460,000		4,734,736

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

26

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
Royal Bank of Canada (Canada), 1.20%, 9/19/2017	$	1,855,000	$	1,864,090
Santander Holdings USA, Inc., 4.625%, 4/19/2016		140,000		146,355
Santander Issuances S.A. Unipersonal (Spain)6 , 5.911%, 6/20/2016		745,000		759,900
The Toronto-Dominion Bank (Canada)6 , 2.20%, 7/29/2015		1,080,000		1,127,844
The Toronto-Dominion Bank (Canada)6 , 1.625%, 9/14/2016		5,555,000		5,736,649
U.S. Bank National Association, 6.30%, 2/4/2014		100,000		107,025
Wachovia Corp., 5.25%, 8/1/2014		5,935,000		6,370,255
				52,413,699
Consumer Finance - 0.83%
American Express Co., 8.125%, 5/20/2019		6,150,000		8,320,310
American Express Co.7 , 6.80%, 9/1/2066		1,190,000		1,292,638
Credit Acceptance Corp., 9.125%, 2/1/2017		660,000		724,350
General Motors Financial Co., Inc.6 , 4.75%, 8/15/2017		730,000		747,373
				11,084,671
Diversified Financial Services - 1.40%
Bank of America Corp., 4.875%, 1/15/2013		1,800,000		1,814,778
Bank of America Corp., 5.75%, 8/15/2016		205,000		227,031
The Bear Stearns Companies LLC, 7.25%, 2/1/2018		130,000		161,765
Citigroup, Inc., 8.50%, 5/22/2019		5,974,000		7,965,887
CME Group, Inc., 3.00%, 9/15/2022		1,905,000		1,956,473
CNG Holdings, Inc.6 , 9.375%, 5/15/2020		695,000		715,850
CNH Capital LLC (Netherlands)6 , 6.25%, 11/1/2016		435,000		469,800
JPMorgan Chase & Co., 6.30%, 4/23/2019		2,000,000		2,466,500
JPMorgan Chase & Co., 4.95%, 3/25/2020		1,255,000		1,441,519
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.6 , 7.375%, 10/1/2017		470,000		475,875
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.6 , 8.875%, 8/1/2020		905,000		961,562
				18,657,040
Insurance - 0.55%
American International Group, Inc., 4.25%, 5/15/2013		200,000		203,629
American International Group, Inc., 4.875%, 6/1/2022		1,670,000		1,883,463
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,725,000		1,939,797
Genworth Financial, Inc., 7.625%, 9/24/2021		875,000		920,318
Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		1,725,000		1,964,221
Hub International Ltd.6 , 8.125%, 10/15/2018		435,000		446,962
				7,358,390
Real Estate Investment Trusts (REITS) - 2.41%
BioMed Realty LP, 3.85%, 4/15/2016		470,000		494,853
Boston Properties LP, 5.875%, 10/15/2019		5,150,000		6,184,058

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

27

Investment Portfolio - October 31, 2012

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)
Camden Property Trust, 5.70%, 5/15/2017	$	2,270,000	$	2,630,235
Digital Realty Trust LP, 5.25%, 3/15/2021		880,000		995,118
HCP, Inc., 6.70%, 1/30/2018		5,355,000		6,462,371
Health Care REIT, Inc., 6.20%, 6/1/2016		520,000		596,572
Health Care REIT, Inc., 4.95%, 1/15/2021		4,000,000		4,435,156
Mack-Cali Realty LP, 7.75%, 8/15/2019		605,000		753,279
Simon Property Group LP, 10.35%, 4/1/2019		5,215,000		7,514,247
UDR, Inc., 4.625%, 1/10/2022		1,730,000		1,929,279
				31,995,168
Total Financials				158,813,218
Health Care - 1.14%
Biotechnology - 0.46%
Amgen, Inc., 3.45%, 10/1/2020		5,750,000		6,149,780
Health Care Equipment & Supplies - 0.19%
CR Bard, Inc., 4.40%, 1/15/2021		385,000		443,940
Fresenius Medical Care US Finance, Inc. (Germany), 6.875%, 7/15/2017		225,000		258,187
Fresenius Medical Care US Finance, Inc. (Germany)6 , 6.50%, 9/15/2018		745,000		834,400
Fresenius US Finance II, Inc. (Germany)6 , 9.00%, 7/15/2015		410,000		470,475
Hologic, Inc.6 , 6.25%, 8/1/2020		445,000		471,700
				2,478,702
Health Care Providers & Services - 0.27%
CHS - Community Health Systems, Inc., 7.125%, 7/15/2020		620,000		655,650
HCA, Inc., 6.375%, 1/15/2015		320,000		344,000
HCA, Inc., 6.50%, 2/15/2020		345,000		381,225
Health Management Associates, Inc., 6.125%, 4/15/2016		460,000		501,400
STHI Holding Corp.6 , 8.00%, 3/15/2018		300,000		321,000
UnitedHealth Group, Inc., 4.70%, 2/15/2021		1,175,000		1,367,552
				3,570,827
Life Sciences Tools & Services - 0.06%
Thermo Fisher Scientific, Inc., 4.50%, 3/1/2021		685,000		785,344
Pharmaceuticals - 0.16%
Abbott Laboratories, 5.60%, 11/30/2017		330,000		405,493
Novartis Securities Investment Ltd. (Switzerland), 5.125%, 2/10/2019		990,000		1,193,554
Valeant Pharmaceuticals International (Canada)6 , 6.75%, 8/15/2021		480,000		510,000
				2,109,047
Total Health Care				15,093,700

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

28

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials - 2.88%
Aerospace & Defense - 0.62%
The Boeing Co., 6.00%, 3/15/2019	$	2,410,000	$	3,052,863
Ducommun, Inc., 9.75%, 7/15/2018		695,000		734,962
Honeywell International, Inc., 5.30%, 3/1/2018		405,000		490,241
Textron, Inc., 5.60%, 12/1/2017		3,150,000		3,467,974
Textron, Inc., 7.25%, 10/1/2019		350,000		423,052
				8,169,092
Air Freight & Logistics - 0.54%
Aguila 3 S.A. (Luxembourg)6 , 7.875%, 1/31/2018		920,000		972,900
FedEx Corp., 8.00%, 1/15/2019		4,690,000		6,229,422
				7,202,322
Airlines - 0.19%
Continental Airlines, Inc.6 , 6.75%, 9/15/2015		480,000		502,200
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016		330,000		339,900
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		135,000		140,400
Southwest Airlines Co., 5.25%, 10/1/2014		355,000		379,668
Southwest Airlines Co., 5.75%, 12/15/2016		1,070,000		1,215,565
				2,577,733
Building Products - 0.07%
Building Materials Corp. of America6 , 7.50%, 3/15/2020		315,000		342,562
Owens Corning, 9.00%, 6/15/2019		445,000		566,096
				908,658
Commercial Services & Supplies - 0.42%
Clean Harbors, Inc.6 , 5.25%, 8/1/2020		445,000		456,125
Garda World Security Corp. (Canada)6 , 9.75%, 3/15/2017		475,000		501,719
International Lease Finance Corp., 6.375%, 3/25/2013		385,000		391,737
International Lease Finance Corp., 5.625%, 9/20/2013		345,000		354,919
Waste Management, Inc., 7.375%, 3/11/2019		3,000,000		3,826,125
				5,530,625
Industrial Conglomerates - 0.47%
General Electric Capital Corp., 5.625%, 5/1/2018		1,800,000		2,138,107
General Electric Capital Corp., 5.50%, 1/8/2020		2,610,000		3,105,052
General Electric Co., 5.25%, 12/6/2017		180,000		213,272
Tyco Electronics Group S.A. (Switzerland), 4.875%, 1/15/2021		695,000		780,642
				6,237,073
Machinery - 0.41%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		770,000		1,002,281
Dynacast International LLC - Dynacast Finance, Inc., 9.25%, 7/15/2019		510,000		535,500
John Deere Capital Corp., 5.75%, 9/10/2018		2,060,000		2,559,410

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

29

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Machinery (continued)
Joy Global, Inc., 5.125%, 10/15/2021	$	380,000	$	419,811
Kennametal, Inc., 3.875%, 2/15/2022		915,000		964,851
				5,481,853
Marine - 0.05%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc., 8.875%, 11/1/2017		705,000		722,625
Road & Rail - 0.11%
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		420,000		431,484
Union Pacific Corp., 5.65%, 5/1/2017		175,000		207,123
Union Pacific Corp., 2.95%, 1/15/2023		765,000		800,218
				1,438,825
Total Industrials				38,268,806
Information Technology - 0.79%
Communications Equipment - 0.05%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		350,000		374,500
ViaSat, Inc., 6.875%, 6/15/2020		300,000		313,500
				688,000
Computers & Peripherals - 0.12%
Dell, Inc., 5.875%, 6/15/2019		520,000		616,359
Hewlett-Packard Co., 5.50%, 3/1/2018		330,000		366,601
International Business Machines Corp., 1.875%, 8/1/2022		585,000		569,111
				1,552,071
Electronic Equipment, Instruments & Components - 0.36%
Amphenol Corp., 4.00%, 2/1/2022		305,000		320,614
Corning, Inc., 6.625%, 5/15/2019		3,200,000		4,015,446
CPI International, Inc., 8.00%, 2/15/2018		505,000		482,275
				4,818,335
IT Services - 0.09%
The Western Union Co., 5.253%, 4/1/2020		995,000		1,156,760
Office Electronics - 0.04%
Xerox Corp.7 , 1.799%, 9/13/2013		540,000		544,234
Semiconductors & Semiconductor Equipment - 0.03%
Advanced Micro Devices, Inc.6 , 7.50%, 8/15/2022		570,000		453,150
Software - 0.10%
Nuance Communications, Inc.6 , 5.375%, 8/15/2020		485,000		494,700

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

30

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Software (continued)
Oracle Corp., 3.875%, 7/15/2020	$	695,000	$	798,930
				1,293,630
Total Information Technology				10,506,180
Materials - 2.14%
Chemicals - 0.27%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		760,000		949,981
Eastman Chemical Co., 3.60%, 8/15/2022		1,095,000		1,158,717
Nufarm Australia Ltd. (Australia)6, 6.375%, 10/15/2019		945,000		968,625
Taminco Global Chemical Corp. (Belgium)6, 9.75%, 3/31/2020		425,000		461,125
				3,538,448
Containers & Packaging - 0.05%
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC - Reynolds Group Issuer (Luxembourg) S.A. (New Zealand)6, 5.75%, 10/15/2020		735,000		742,350
Metals & Mining - 0.89%
Alcoa, Inc., 5.72%, 2/23/2019		2,032,000		2,222,912
Alcoa, Inc., 5.87%, 2/23/2022		730,000		778,055
Allegheny Technologies, Inc., 5.95%, 1/15/2021		550,000		615,867
ArcelorMittal (Luxembourg), 6.00%, 3/1/2021		695,000		671,057
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		1,170,000		1,504,042
Calcipar S.A. (Luxembourg)6, 6.875%, 5/1/2018		640,000		641,600
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		1,205,000		1,190,448
FMG Resources August 2006 Pty. Ltd. (Australia)6, 6.875%, 2/1/2018		405,000		391,837
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 3/1/2022		1,140,000		1,160,746
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		1,160,000		1,256,859
Shale-Inland Holdings LLC - Shale-Inland Finance Corp.4,6, 8.75%, 11/15/2019		485,000		480,150
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		845,000		859,672
				11,773,245
Paper & Forest Products - 0.93%
International Paper Co., 9.375%, 5/15/2019		7,350,000		10,116,342
International Paper Co., 7.50%, 8/15/2021		455,000		604,240
Sappi Papier Holding GmbH (South Africa)6, 8.375%, 6/15/2019		625,000		659,375
Smurfit Kappa Acquisitions (Ireland)6, 4.875%, 9/15/2018		990,000		990,000
				12,369,957
Total Materials				28,424,000
Telecommunication Services - 0.63%
Diversified Telecommunication Services - 0.35%
Inmarsat Finance plc (United Kingdom)6, 7.375%, 12/1/2017		430,000		463,325
Sable International Finance Ltd. (United Kingdom)6, 8.75%, 2/1/2020		370,000		421,800

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

31

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Diversified Telecommunication Services (continued)
UPCB Finance III Ltd. (Netherlands)6, 6.625%, 7/1/2020	$	600,000	$	642,000
UPCB Finance VI Ltd. (Netherlands)6, 6.875%, 1/15/2022		345,000		369,150
Verizon Communications, Inc., 8.75%, 11/1/2018		605,000		844,167
Virgin Media Finance plc (United Kingdom), 4.875%, 2/15/2022		485,000		489,850
Wind Acquisition Finance S.A. (Italy)6, 11.75%, 7/15/2017		405,000		394,875
Wind Acquisition Finance S.A. (Italy)6, 7.25%, 2/15/2018		335,000		326,625
Windstream Corp., 7.50%, 6/1/2022		660,000		699,600
				4,651,392
Wireless Telecommunication Services - 0.28%
Crown Castle Towers LLC6 , 6.113%, 1/15/2020		390,000		474,501
Crown Castle Towers LLC6 , 4.883%, 8/15/2020		224,000		255,970
NII Capital Corp., 8.875%, 12/15/2019		790,000		663,600
NII Capital Corp., 7.625%, 4/1/2021		305,000		240,950
SBA Tower Trust6 , 5.101%, 4/17/2017		200,000		222,160
SBA Tower Trust6 , 2.933%, 12/15/2017		1,785,000		1,831,378
				3,688,559
Total Telecommunication Services				8,339,951
Utilities - 0.60%
Electric Utilities - 0.60%
Allegheny Energy Supply Co. LLC6, 5.75%, 10/15/2019		365,000		403,714
Exelon Generation Co. LLC, 5.20%, 10/1/2019		5,000,000		5,753,340
Southwestern Electric Power Co., 6.45%, 1/15/2019		680,000		829,470
System Energy Resources, Inc., 4.10%, 4/1/2023		935,000		947,951
				7,934,475
Multi-Utilities - 0.00%**
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		85,000		87,391
Total Utilities				8,021,866
Total Non-Convertible Corporate Bonds
(Identified Cost $336,358,855)				366,071,613
TOTAL CORPORATE BONDS
(Identified Cost $337,994,758)				367,748,154
MUTUAL FUND - 0.29%
iShares iBoxx High Yield Corporate Bond Fund
(Identified Cost $3,692,508)		41,370		3,832,103

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

32

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
U.S. TREASURY SECURITIES - 3.09%
U.S. Treasury Notes - 3.09%
U.S. Treasury Note, 0.625%, 2/28/2013	$	7,500,000	$	7,511,422
U.S. Treasury Note, 0.25%, 1/31/2014		6,000,000		6,000,936
U.S. Treasury Note, 2.125%, 12/31/2015		10,300,000		10,847,991
U.S. Treasury Note, 2.00%, 4/30/2016		3,750,000		3,949,219
U.S. Treasury Note, 2.75%, 12/31/2017		9,150,000		10,077,865
U.S. Treasury Note, 3.75%, 11/15/2018		2,250,000		2,625,293
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $39,266,989)				41,012,726
ASSET-BACKED SECURITIES - 0.34%
Credit Acceptance Auto Loan Trust, Series 2012-1A, Class A6, 2.20%, 9/16/2019		2,560,000		2,576,077
FDIC Trust, Series 2011-R1, Class A6, 2.672%, 7/25/2026		1,415,867		1,449,110
Hertz Vehicle Financing LLC, Series 2009-2A, Class A26, 5.29%, 3/25/2016		170,000		186,152
Hertz Vehicle Financing LLC, Series 2010-1A, Class A26 , 3.74%, 2/25/2017		300,000		324,358
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $4,445,077)				4,535,697
COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.14%
Americold LLC Trust, Series 2010-ARTA, Class A16, 3.847%, 1/14/2029		429,357		461,843
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A47 , 5.916%, 5/10/2045		100,000		115,247
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		1,325,000		1,522,400
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		790,000		874,547
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A47 , 5.894%, 9/11/2038		695,000		797,729
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		830,000		957,421
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A26, 3.759%, 4/15/2044		660,000		713,327
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A47 , 5.219%, 7/15/2044		480,000		536,199
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A16, 3.156%, 7/10/2046		234,729		248,180
DBUBS Mortgage Trust, Series 2011-LC1A, Class A16, 3.742%, 11/10/2046		853,939		926,948
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class A2, 2.377%, 5/25/2022 .		1,690,000		1,726,251
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,600,000		1,621,507
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,770,000		1,813,678
FREMF Mortgage Trust, Series 2011-K701, Class B6,7, 4.286%, 7/25/2048		875,000		931,150
FREMF Mortgage Trust, Series 2011-K702, Class B6,7, 4.77%, 4/25/2044		1,250,000		1,369,101

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

33

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A47, 6.064%, 7/10/2038	$	440,000	$	509,404
GS Mortgage Securities Corp. II, Series 2010-C2, Class A16, 3.849%, 12/10/2043		1,092,946		1,188,470
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A47, 5.465%, 1/12/2043		1,210,000		1,339,711
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A47, 5.20%, 12/15/2044		325,000		364,283
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A47, 5.868%, 4/15/2045		1,075,000		1,243,542
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A6, 3.913%, 6/25/2043		1,011,774		1,055,904
Morgan Stanley Bank of America Merrill Lynch Trust, Series 2012-C5 Class A4, 3.176%, 8/15/2045		880,000		932,760
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A7, 5.23%, 9/15/2042		655,000		724,536
Morgan Stanley Capital I Trust, Series 2011-C1, Class A26, 3.884%, 9/15/2047		700,000		760,194
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX6, 4.004%, 9/13/2028		155,000		175,862
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A47, 5.24%, 10/15/2044		89,016		99,063
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A37, 6.011%, 6/15/2045		955,000		1,112,760
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A26, 4.393%, 11/15/2043		265,000		303,571
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class A3, 2.918%, 10/15/2045		2,315,000		2,407,544
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A26, 3.791%, 2/15/2044 .		1,470,000		1,596,163
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $27,072,290)				28,429,295
FOREIGN GOVERNMENT BONDS - 2.08%
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016		MYR 1,775,000		606,461
Province of British Columbia Canada (Canada), 2.85%, 6/15/2015	$	3,100,000		3,290,340
Province of Manitoba Canada (Canada), 2.625%, 7/15/2015		750,000		792,750
Province of Manitoba Canada, Series FH (Canada), 4.90%, 12/6/2016		1,620,000		1,890,054
Province of New Brunswick Canada (Canada), 5.20%, 2/21/2017		3,500,000		4,120,200
Province of Nova Scotia Canada (Canada), 5.125%, 1/26/2017		1,250,000		1,465,750
Province of Ontario Canada (Canada), 2.30%, 5/10/2016		7,315,000		7,712,205
Province of Quebec Canada (Canada), 5.125%, 11/14/2016		6,600,000		7,719,360
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $26,874,140)				27,597,120
U.S. GOVERNMENT AGENCIES - 29.13%
Mortgage-Backed Securities - 6.57%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		2,025,540		2,204,785
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		178,948		194,784
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		225,160		247,448

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

34

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #995329, 5.50%, 12/1/2021	$	1,289,446	$	1,403,553
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		286,860		315,256
Fannie Mae, Pool #888815, 4.50%, 11/1/2022		235,649		254,159
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		2,198,764		2,393,338
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024		249,028		268,434
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024		436,341		470,343
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		171,310		186,470
Fannie Mae, Pool #745147, 4.50%, 12/1/2035		178,326		192,638
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		3,249,665		3,584,100
Fannie Mae, Pool #886904, 6.50%, 9/1/2036		390,112		463,317
Fannie Mae, Pool #888021, 6.00%, 12/1/2036		1,257,993		1,397,679
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		1,302,772		1,428,703
Fannie Mae, Pool #918516, 5.50%, 6/1/2037		648,929		711,657
Fannie Mae, Pool #933521, 5.00%, 1/1/2038		183,189		199,871
Fannie Mae, Pool #972107, 5.00%, 2/1/2038		280,001		311,327
Fannie Mae, Pool #889260, 5.00%, 4/1/2038		165,180		180,223
Fannie Mae, Pool #912948, 5.00%, 5/1/2038		306,765		334,701
Fannie Mae, Pool #975840, 5.00%, 5/1/2038		368,759		402,340
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		4,872,572		5,413,615
Fannie Mae, Pool #986458, 6.00%, 8/1/2038		137,673		152,659
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		329,351		365,201
Fannie Mae, Pool #990897, 6.00%, 9/1/2038		698,783		774,846
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		609,702		677,402
Fannie Mae, Pool #993920, 6.00%, 11/1/2038		291,037		322,717
Fannie Mae, Pool #257497, 6.00%, 12/1/2038		183,657		203,648
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038		186,391		206,680
Fannie Mae, Pool #971022, 5.00%, 1/1/2039		329,659		359,680
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		347,613		379,269
Fannie Mae, Pool #988811, 6.00%, 1/1/2039		208,996		231,745
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		414,880		452,662
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		3,848,130		4,152,160
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		1,274,930		1,398,170
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039		660,890		732,829
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039		310,758		339,057
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		564,361		615,755
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		4,684,456		5,054,563
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039		252,580		275,582
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040		444,848		485,544
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		1,898,150		2,105,316
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		2,951,307		3,184,482
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		1,158,123		1,255,413
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		741,332		803,609
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		2,845,121		3,078,798

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

35

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041	$	747,682	$	810,493
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039		4,714,938		5,246,923
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		740,425		807,105
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		276,326		303,811
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		200,297		220,220
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		285,357		321,763
Freddie Mac, Pool #G08216, 5.50%, 8/1/2037		2,066,489		2,248,807
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		283,446		311,988
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		991,975		1,079,494
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		3,919,567		4,314,261
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		2,329,086		2,534,572
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		995,960		1,082,896
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		760,098		826,446
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		2,289,813		2,489,688
Freddie Mac, Pool #G04471, 5.50%, 7/1/2038		408,715		444,391
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		1,789,480		1,950,714
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		5,887,672		6,309,766
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		2,169,769		2,361,200
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		1,853,340		2,016,852
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		716,588		788,747
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		456,330		502,281
GNMA, Pool #671161, 5.50%, 11/15/2037		197,135		217,841
Total Mortgage-Backed Securities (Identified Cost $85,177,092)				87,356,787
Other Agencies - 22.56%
Fannie Mae, 4.375%, 3/15/2013		23,396,000		23,762,779
Fannie Mae, 2.50%, 5/15/2014		16,500,000		17,056,165
Fannie Mae, 3.00%, 9/16/2014		8,000,000		8,408,168
Fannie Mae, 0.625%, 10/30/2014		12,000,000		12,068,100
Fannie Mae, 2.375%, 7/28/2015		11,500,000		12,112,651
Fannie Mae, 0.50%, 9/28/2015		23,000,000		23,040,549
Fannie Mae, 5.25%, 9/15/2016		7,000,000		8,231,531
Fannie Mae, 1.375%, 11/15/2016		20,000,000		20,586,940
Fannie Mae, 0.875%, 8/28/2017		31,000,000		31,129,549
Federal Farm Credit Bank, 5.125%, 8/25/2016		2,640,000		3,087,633
Federal Home Loan Bank, 5.00%, 11/17/2017		5,985,000		7,215,570
Freddie Mac, 0.875%, 10/28/2013		24,000,000		24,153,240
Freddie Mac, 0.75%, 11/25/2014		10,000,000		10,087,110
Freddie Mac, 2.875%, 2/9/2015		9,110,000		9,626,382
Freddie Mac, 2.00%, 8/25/2016		21,500,000		22,609,293
Freddie Mac, 1.00%, 3/8/2017		5,000,000		5,050,500
Freddie Mac, 1.25%, 5/12/2017		18,000,000		18,375,084
Freddie Mac, 3.75%, 3/27/2019		15,000,000		17,403,375

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

36

Investment Portfolio - October 31, 2012

PRO-BLEND® CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Other Agencies (continued)
Freddie Mac, 2.375%, 1/13/2022	$	24,584,000	$	25,764,475
Total Other Agencies (Identified Cost $294,590,750)				299,769,094
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $379,767,842)				387,125,881
SHORT-TERM INVESTMENT - 3.04%
Dreyfus Cash Management, Inc. - Institutional Shares8 , 0.06%,
(Identified Cost $40,423,008)		40,423,008		40,423,008
TOTAL INVESTMENTS - 99.43%
(Identified Cost $1,250,088,694)				1,321,206,303
OTHER ASSETS, LESS LIABILITIES - 0.57%				7,551,429
NET ASSETS - 100%			$	1,328,757,732

ADR - American Depository Receipt

MYR - Malaysian Ringgit

*Non-income producing security

**Less than 0.01%

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

²Traded on Canadian exchange.

³Traded on Hong Kong exchange.

⁴Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁵The rate shown is a fixed rate as of October 31, 2012; the rate becomes floating, based on LIBOR plus a spread, in 2022.

⁶Restricted 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 $93,912,072 or 7.07%, of the Series’ net assets as of October 31, 2012 (see Note 2 to the financial statements).

⁷The coupon rate is floating and is the effective rate as of October 31, 2012.

⁸Rate shown is the current yield as of October 31, 2012.

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

37

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

October 31, 2012

ASSETS:
Investments, at value (identified cost $1,250,088,694) (Note 2)	$	1,321,206,303
Foreign currency (identified cost $631)		634
Interest receivable		7,016,760
Receivable for fund shares sold		3,493,823
Receivable for securities sold		2,063,096
Dividends receivable		295,042
Foreign tax reclaims receivable		144,813
TOTAL ASSETS		1,334,220,471
LIABILITIES:
Payable to custodian		285,314
Accrued management fees (Note 3)		684,768
Accrued shareholder services fees (Class S) (Note 3)		165,328
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		74,098
Accrued fund accounting and administration fees (Note 3)		64,377
Accrued transfer agent fees (Note 3)		57,974
Accrued Chief Compliance Officer service fees (Note 3)		369
Payable for fund shares repurchased		2,735,960
Payable for securities purchased		1,284,039
Other payables and accrued expenses		110,512
TOTAL LIABILITIES		5,462,739
TOTAL NET ASSETS	$	1,328,757,732
NET ASSETS CONSIST OF:
Capital stock	$	1,039,641
Additional paid-in-capital		1,221,112,002
Undistributed net investment income		7,916,027
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		27,570,396
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		71,119,666
TOTAL NET ASSETS	$	1,328,757,732

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

38

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

October 31, 2012

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($973,964,208/ 71,486,454 shares)	$	13.62
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($249,566,103/ 22,619,488 shares)	$	11.03
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($72,239,445/ 6,766,812 shares)	$	10.68
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($32,987,976/ 3,091,336 shares)	$	10.67

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

39

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

For the Year Ended October 31, 2012

INVESTMENT INCOME:
Interest	$	24,013,646
Dividends (net of foreign taxes withheld, $201,981)		6,907,146
Total Investment Income		30,920,792
EXPENSES:
Management fees (Note 3)		7,328,235
Shareholder services fees (Class S) (Note 3)		1,862,693
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		568,517
Fund accounting and administration fees (Note 3)		254,776
Transfer agent fees (Note 3)		232,609
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		87,011
Directors’ fees (Note 3)		25,184
Chief Compliance Officer service fees (Note 3)		2,496
Custodian fees		106,067
Miscellaneous		403,362
Total Expenses		10,870,950
NET INVESTMENT INCOME		20,049,842
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		27,828,383
Foreign currency and translation of other assets and liabilities (net of Brazilian tax of $4,350)		(53,568	)
Forward foreign currency exchange contracts		11,060
		27,785,875
Net change in unrealized appreciation (depreciation) on-
Investments		37,016,895
Foreign currency and translation of other assets and liabilities		(4,868	)
Forward foreign currency exchange contracts		(132	)
		37,011,895
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		64,797,770
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	84,847,612

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

40

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

	FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	20,049,842		$	18,446,768
Net realized gain (loss) on investments and foreign currency		27,785,875			18,539,491
Net change in unrealized appreciation (depreciation) on investments and foreign currency		37,011,895			(9,715,102	)
Net increase from operations		84,847,612			27,271,157
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(15,950,542	)		(13,191,554	)
From net investment income (Class I)		(4,666,555	)		(3,512,349	)
From net investment income (Class C)		(818,634	)		(371,207	)
From net investment income (Class R)		(291,148	)		(4,541	)
From net realized gain on investments (Class S)		(14,036,267	)		(17,869,909	)
From net realized gain on investments (Class I)		(3,415,773	)		(4,243,177	)
From net realized gain on investments (Class C)		(925,150	)		(600,819	)
From net realized gain on investments (Class R)		(105,151	)		(201	)
Total distributions to shareholders		(40,209,220	)		(39,793,757	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		186,355,904			269,691,096
Net increase in net assets		230,994,296			257,168,496
NET ASSETS:
Beginning of year		1,097,763,436			840,594,940
End of year (including undistributed net investment income of $ 7,916,027 and $ 9,659,276,respectively)	$	1,328,757,732		$	1,097,763,436

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

41

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

	FOR THE YEARS ENDED
.	10/31/12			10/31/11			10/31/10			10/31/09			10/31/08
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.16		$	13.37		$	12.21		$	11.13		$	12.74
Income (loss) from investment operations:
Net investment income		0.22	1		0.25	1		0.29	1		0.23	1		0.24
Net realized and unrealized gain (loss) on investments		0.69			0.12			1.07			1.07			(1.15	)
Total from investment operations		0.91			0.37			1.36			1.30			(0.91	)
Less distributions to shareholders:
From net investment income		(0.24	)		(0.24	)		(0.20	)		(0.22	)		(0.27	)
From net realized gain on investments		(0.21	)		(0.34	)		—			—			(0.43	)
Total distributions to shareholders		(0.45	)		(0.58	)		(0.20	)		(0.22	)		(0.70	)
Net asset value - End of year	$	13.62		$	13.16		$	13.37		$	12.21		$	11.13
Net assets - End of year (000’s omitted)	$	973,964		$	870,693		$	683,681		$	328,201		$	139,174
Total return2		7.15	%		2.87	%		11.26	%		11.83	%		(7.52	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*		0.88	%		0.89	%		0.90	%		0.90	%		0.92	%
Net investment income		1.65	%		1.87	%		2.28	%		1.97	%		2.33	%
Series portfolio turnover		54	%		25	%		42	%		47	%		45	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			0.00	%3		0.03	%		0.05	%

¹Calculated based on average shares outstanding during the year.

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

³Less than 0.01%.

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

42

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

	FOR THE YEARS ENDED												FOR THE PERIOD
	10/31/12			10/31/11			10/31/10			10/31/09			3/28/081 TO 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.75		$	11.03		$	10.11		$	9.27		$	10.00
Income (loss) from investment operations:
Net investment income		0.20	2		0.22	2		0.26	2		0.21	2		0.06
Net realized and unrealized gain (loss) on investments		0.55			0.10			0.88			0.87			(0.74	)
Total from investment operations		0.75			0.32			1.14			1.08			(0.68	)
Less distributions to shareholders:
From net investment income		(0.26	)		(0.26	)		(0.22	)		(0.24	)		(0.05	)
From net realized gain on investments		(0.21	)		(0.34	)		—			—			—
Total distributions to shareholders		(0.47	)		(0.60	)		(0.22	)		(0.24	)		(0.05	)
Net asset value - End of period	$	11.03		$	10.75		$	11.03		$	10.11		$	9.27
Net assets - End of period (000’s omitted)	$	249,566		$	181,345		$	139,399		$	95,879		$	77
Total return3		7.34	%		3.07	%		11.49	%		11.94	%		(6.81	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.68	%		0.69	%		0.70	%		0.70	%		0.70	%4
Net investment income		1.84	%		2.07	%		2.48	%		2.17	%		1.81	%4
Series portfolio turnover		54	%		25	%		42	%		47	%		45	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			0.00	%5		0.03	%		0.15	%4

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

⁵Less than 0.01%.

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

43

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

	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/12			10/31/11			1/4/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.42		$	10.73		$	10.00
Income from investment operations:
Net investment income2		0.09			0.11			0.12
Net realized and unrealized gain on investments		0.55			0.10			0.68
Total from investment operations		0.64			0.21			0.80
Less distributions to shareholders:
From net investment income		(0.17	)		(0.18	)		(0.07	)
From net realized gain on investments		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.38	)		(0.52	)		(0.07	)
Net asset value - End of period	$	10.68		$	10.42		$	10.73
Net assets - End of period (000’s omitted)	$	72,239		$	42,898		$	17,514
Total return3		6.42	%		2.06	%		8.03	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.69	%		1.69	%		1.70	%4
Net investment income		0.84	%		1.03	%		1.43	%4
Series portfolio turnover		54	%		25	%		42	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			0.00	%4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Represents 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 certain periods. Periods less than one year are not annualized.

⁴Annualized.

⁵Less than 0.01%.

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

44

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

	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/12			10/31/11			6/30/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.44		$	10.76		$	10.00
Income from investment operations:
Net investment income2		0.14			0.13			0.05
Net realized and unrealized gain on investments		0.54			0.13			0.71
Total from investment operations		0.68			0.26			0.76
Less distributions to shareholders:
From net investment income		(0.24	)		(0.24	)		—
From net realized gain on investments		(0.21	)		(0.34	)		—
Total distributions to shareholders		(0.45	)		(0.58	)		—
Net asset value - End of period	$	10.67		$	10.44		$	10.76
Net assets - End of period (000’s omitted)	$	32,988		$	2,828		$	1
Total return3		6.85	%		2.61	%		7.60	%
Ratios (to average net assets)/
Supplemental Data:
Expenses		1.19	%		1.19	%		1.20	%4
Net investment income		1.32	%		1.31	%		1.51	%4
Series portfolio turnover		54	%		25	%		42	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

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

45

Performance Update - Pro-Blend^® Moderate Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS  OF OCTOBER 31, 2012
	ONE YEAR1	FIVE YEAR	TEN YEAR	SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class S3	7.73%	2.76%	6.83%	6.95%
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class I3,4	8.06%	3.00%	6.95%	7.01%
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class C3,4	6.94%	2.00%	6.07%	6.22%
Manning & Napier Fund, Inc. - Pro-Blend® Moderate Term Series - Class R3,4	7.48%	2.46%	6.58%	6.74%
Barclays Capital U.S. Aggregate Bond Index5,7	5.25%	6.38%	5.39%	6.14%
10%/30%/60% Blended Index6,7	8.13%	4.00%	6.78%	7.03%

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, 2012 to the Barclays Capital U.S. Aggregate Bond Index and a 10%/30%/60% Blended Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, this net expense ratio was 1.07% for Class S, 0.82% for Class I, 1.82% 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, 0.82% for Class I, 1.82% for class C and 1.33% for Class R for the year ended October 31, 2012.

⁴For 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.

⁵The 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.

46

Performance Update - Pro-Blend^® Moderate Term Series

(unaudited)

⁶The 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.

⁷Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index’s portfolios.

47

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

(unaudited)

As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, 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 in each class at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                       5/1/12	ENDING  ACCOUNT VALUE                       10/31/12	EXPENSES PAID  DURING PERIOD                       5/1/12-10/31/12*	ANNUALIZED  EXPENSE                       RATIO
Class S
Actual	$1,000.00	$1,020.70	$5.50	1.08%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.76	$5.50	1.08%
Class I
Actual	$1,000.00	$1,022.40	$4.23	0.83%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.02	$4.23	0.83%
Class C
Actual	$1,000.00	$1,017.00	$9.25	1.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.03	$9.25	1.82%
Class R
Actual	$1,000.00	$1,019.50	$6.77	1.33%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.50	$6.77	1.33%

*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.

48

Portfolio Composition - Pro-Blend^® Moderate Term Series

As of October 31, 2012 (unaudited)

Sector Allocation3
Financials	16.76	%
Consumer Discretionary	10.07	%
Information Technology	9.34	%
Energy	7.09	%
Industrials	6.02	%
Materials	5.21	%
Health Care	5.18	%
Consumer Staples	4.14	%
Telecommunication Services	1.75	%
Utilities	0.37	%

³Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings4
Hess Corp.	2.04	%
EMC Corp.	1.50	%
Monsanto Co.	1.32	%
Juniper Networks, Inc.	1.06	%
Virgin Media, Inc. - ADR (United Kingdom)	1.06	%
Southwest Airlines Co.	1.01	%
Discover Financial Services	0.94	%
Anheuser-Busch InBev N.V. (Belgium)	0.92	%
The Walt Disney Co.	0.88	%
Cerner Corp.	0.86	%

⁴As a percentage of total investments.

49

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 42.56%
Consumer Discretionary - 7.63%
Auto Components - 0.03%
Hankook Tire Co. Ltd. (South Korea)*1		10,712	$	451,817
Automobiles - 0.50%
Hyundai Motor Co. (South Korea)1		1,100		226,071
Suzuki Motor Corp. (Japan)1		9,500		215,449
Tesla Motors, Inc.*		11,910		335,028
Toyota Motor Corp. (Japan)1		9,200		354,726
Toyota Motor Corp. - ADR (Japan)		67,870		5,257,889
Yamaha Motor Co. Ltd. (Japan)1		24,400		232,974
				6,622,137
Distributors - 0.02%
Inchcape plc (United Kingdom)1		47,340		307,875
Diversified Consumer Services - 0.03%
Anhanguera Educacional Participacoes S.A. (Brazil)		22,890		401,213
Hotels, Restaurants & Leisure - 1.30%
Accor S.A. (France)1		169,680		5,302,071
Arcos Dorados Holdings, Inc. (Argentina)		10,350		133,619
BJ’s Restaurants, Inc.*		6,270		207,224
Carnival Corp.		271,880		10,298,814
Hyatt Hotels Corp. - Class A*		5,310		193,815
InterContinental Hotels Group plc (United Kingdom)1		19,637		485,858
Orient-Express Hotels Ltd. - ADR - Class A*		46,090		540,636
				17,162,037
Household Durables - 0.21%
DR Horton, Inc.		22,160		464,474
Lennar Corp. - Class A		20,240		758,393
LG Electronics, Inc. (South Korea)1		4,910		341,598
NVR, Inc.*		430		388,608
Rodobens Negocios Imobiliarios S.A. (Brazil)		36,860		232,298
Toll Brothers, Inc.*		16,510		544,995
				2,730,366
Internet & Catalog Retail - 0.61%
Amazon.com, Inc.*		27,330		6,362,971
Blue Nile, Inc.*		1,880		71,008
HomeAway, Inc.*		25,030		643,521
Ocado Group plc (United Kingdom)*1		215,910		225,855
Shutterfly, Inc.*		24,430		739,252
				8,042,607
Media - 4.66%
British Sky Broadcasting Group plc (United Kingdom)1		12,750		145,923

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

50

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media (continued)
DIRECTV*		207,980	$	10,629,858
Imax Corp. (Canada)*		17,710		400,069
Mediaset Espana Comunicacion S.A. (Spain)1		119,970		645,713
News Corp. - Class A		276,760		6,620,099
Reed Elsevier plc - ADR (United Kingdom)		4,434		173,236
Societe Television Francaise 1 (France)1		37,310		320,643
Time Warner, Inc.		241,150		10,477,968
Valassis Communications, Inc.*		8,290		215,706
Viacom, Inc. - Class B		112,260		5,755,570
Virgin Media, Inc. - ADR (United Kingdom)		425,940		13,945,276
The Walt Disney Co.		237,780		11,667,865
Wolters Kluwer N.V. (Netherlands)1		15,630		302,395
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		135,390		429,411
				61,729,732
Multiline Retail - 0.04%
Marks & Spencer Group plc (United Kingdom)1		42,270		269,034
PPR (France)1		1,625		286,467
				555,501
Specialty Retail - 0.19%
Aeropostale, Inc.*		12,520		149,614
American Eagle Outfitters, Inc.		11,490		239,796
Belle International Holdings Ltd. (Hong Kong)1		113,000		209,550
Chico’s FAS, Inc.		10,430		193,998
Dick’s Sporting Goods, Inc.		11,070		553,500
Group 1 Automotive, Inc.		2,890		179,209
Hennes & Mauritz AB - Class B (Sweden)1		6,090		206,490
Komeri Co. Ltd. (Japan)1		4,800		115,852
Penske Automotive Group, Inc.		7,670		234,702
Select Comfort Corp.*		4,210		117,164
Sonic Automotive, Inc. - Class A		10,550		204,670
Teavana Holdings, Inc.*		14,580		153,819
				2,558,364
Textiles, Apparel & Luxury Goods - 0.04%
Adidas AG (Germany)1		4,150		353,731
Burberry Group plc (United Kingdom)1		6,650		125,473
				479,204
Total Consumer Discretionary				101,040,853
Consumer Staples - 3.81%
Beverages - 1.11%
Anheuser-Busch InBev N.V. (Belgium)1		145,040		12,129,795

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

51

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Beverages (continued)
The Boston Beer Co., Inc. - Class A*		2,040	$	219,463
C&C Group plc (Ireland)1		40,880		195,731
Carlsberg A/S - Class B (Denmark)1		4,100		353,904
Cia Cervecerias Unidas S.A. - ADR (Chile)		3,630		257,476
Diageo plc (United Kingdom)1		22,700		648,964
Kirin Holdings Co. Ltd. (Japan)1		30,000		376,594
SABMiller plc (United Kingdom)1		3,710		159,227
Tsingtao Brewery Co. Ltd. (China)1		64,000		345,244
				14,686,398
Food & Staples Retailing - 0.17%
Carrefour S.A. (France)1		23,260		561,741
Casino Guichard-Perrachon S.A. (France)1		2,420		211,243
Distribuidora Internacional de Alimentacion S.A. (Spain)1		55,640		337,074
Koninklijke Ahold N.V. (Netherlands)1		11,940		152,050
Tesco plc (United Kingdom)1		182,805		945,920
				2,208,028
Food Products - 2.43%
Alliance Grain Traders, Inc. (Canada)		6,220		85,943
Barry Callebaut AG (Switzerland)1		370		353,375
Biostime International Holdings Ltd. (China)1		37,000		94,645
BRF - Brasil Foods S.A. (Brazil)		16,810		305,817
Cal-Maine Foods, Inc.		2,490		107,394
Charoen Pokphand Foods PCL (Thailand)1		441,380		506,216
Danone S.A. (France)1		13,550		833,420
Flowers Foods, Inc.		8,085		159,194
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		138,570		322,455
Kraft Foods Group, Inc.*		81,753		3,718,126
M Dias Branco S.A. (Brazil)		5,100		171,251
Mondelez International, Inc. - Class A		245,260		6,509,200
Nestle S.A. (Switzerland)1		131,880		8,372,828
Sanderson Farms, Inc.		2,400		108,696
Tyson Foods, Inc. - Class A		6,280		105,567
Unilever plc - ADR (United Kingdom)		271,329		10,117,858
Universal Robina Corp. (Philippines)1		154,910		270,151
				32,142,136
Household Products - 0.06%
Reckitt Benckiser Group plc (United Kingdom)1		13,150		796,689
Personal Products - 0.03%
Beiersdorf AG (Germany)1		3,150		229,161
Kao Corp. (Japan)1		3,300		92,702

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

52

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Personal Products (continued)
Natura Cosmeticos S.A. (Brazil)		3,800	$	101,312
				423,175
Tobacco - 0.01%
Gudang Garam Tbk PT (Indonesia)1		38,000		193,776
Total Consumer Staples				50,450,202
Energy - 5.45%
Energy Equipment & Services - 1.93%
Baker Hughes, Inc.		182,290		7,650,711
Bourbon S.A. (France)1		1,950		52,648
Calfrac Well Services Ltd. (Canada)		9,700		222,505
CARBO Ceramics, Inc.		970		71,731
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		6,158		200,472
Gulfmark Offshore, Inc. - Class A*		2,680		86,618
Hornbeck Offshore Services, Inc.*		2,400		83,136
ION Geophysical Corp.*		18,000		116,280
Key Energy Services, Inc.*		12,140		79,396
National Oilwell Varco, Inc.		1,250		92,125
Petroleum Geo-Services ASA (Norway)1		16,200		279,928
Poseidon Concepts Corp. (Canada)		11,750		173,765
Schlumberger Ltd.		134,915		9,380,640
Trican Well Service Ltd. (Canada)		40,240		480,261
Weatherford International Ltd. - ADR*		588,620		6,651,406
				25,621,622
Oil, Gas & Consumable Fuels - 3.52%
Apache Corp.		34,270		2,835,843
Cameco Corp. (Canada)		18,770		363,199
Cloud Peak Energy, Inc.*		12,120		255,732
Encana Corp. (Canada)		20,770		468,363
EOG Resources, Inc.		29,750		3,465,578
Hess Corp.		515,040		26,915,990
Pacific Rubiales Energy Corp. (Colombia)		12,470		293,287
Paladin Energy Ltd. (Australia)*2		140,800		166,352
Petroleo Brasileiro S.A. - ADR (Brazil)		264,490		5,429,980
Range Resources Corp.		76,610		5,007,230
Royal Dutch Shell plc - Class B (Netherlands)1		6,202		219,381
Royal Dutch Shell plc - Class B - ADR (Netherlands)		6,790		479,578
Statoil ASA (Norway)1		10,790		265,746
Talisman Energy, Inc. (Canada)		34,450		390,462
				46,556,721
Total Energy				72,178,343

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

53

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials - 5.62%
Capital Markets - 0.03%
Deutsche Bank AG (Germany)1		10,200	$	464,619
Commercial Banks - 0.44%
Barclays plc (United Kingdom)1		98,070		362,640
BNP Paribas S.A. (France)1		9,640		486,287
CIT Group, Inc.*		13,970		519,963
Hong Leong Financial Group Berhad (Malaysia)1		117,900		498,336
HSBC Holdings plc (United Kingdom)1		32,900		324,373
HSBC Holdings plc - ADR (United Kingdom)		23,230		1,146,633
ICICI Bank Ltd. - ADR (India)		20,550		806,587
Standard Chartered plc (United Kingdom)1		28,270		669,341
Wells Fargo & Co.		28,540		961,513
				5,775,673
Consumer Finance - 1.42%
American Express Co.		114,500		6,408,565
Discover Financial Services		301,630		12,366,830
				18,775,395
Diversified Financial Services - 0.96%
CME Group, Inc.		14,550		813,781
Deutsche Boerse AG (Germany)1		12,940		701,161
Hankook Tire Worldwide Co. Ltd. (South Korea)1		2,448		31,596
JPMorgan Chase & Co.		28,640		1,193,715
JSE Ltd. (South Africa)1		179,580		1,456,622
MarketAxess Holdings, Inc.		45,250		1,413,610
Moody’s Corp.		148,760		7,164,282
				12,774,767
Insurance - 0.35%
Admiral Group plc (United Kingdom)1		57,840		1,036,474
Allianz SE (Germany)1		7,010		870,816
AXA S.A. (France)1		4,080		65,030
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		106,000		936,284
Mapfre S.A. (Spain)1		204,600		567,565
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,525		567,182
Zurich Insurance Group AG (Switzerland)1		2,280		562,065
				4,605,416
Real Estate Investment Trusts (REITS) - 2.36%
Agree Realty Corp.		6,900		174,156
Alexandria Real Estate Equities, Inc.		24,640		1,735,395
Alstria Office REIT AG (Germany)1		38,200		461,359
American Assets Trust, Inc.		12,960		352,123
American Campus Communities, Inc.		14,830		671,947

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

54

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Apartment Investment & Management Co. - Class A		14,110	$	376,596
Associated Estates Realty Corp.		29,840		447,302
AvalonBay Communities, Inc.		2,130		288,743
BioMed Realty Trust, Inc.		161,140		3,080,997
Boston Properties, Inc.		8,650		919,495
Camden Property Trust		6,420		421,345
CBL & Associates Properties, Inc.		14,580		326,155
Cedar Realty Trust, Inc.		14,260		75,435
Coresite Realty Corp.		24,160		549,157
Corporate Office Properties Trust		111,150		2,773,193
CubeSmart		30,510		400,291
Digital Realty Trust, Inc.		45,990		2,825,166
DuPont Fabros Technology, Inc.		123,780		2,656,319
Education Realty Trust, Inc.		32,910		346,542
Equity Lifestyle Properties, Inc.		4,600		309,718
Equity One, Inc.		16,730		349,657
Equity Residential		4,640		266,382
General Growth Properties, Inc.		29,160		573,286
HCP, Inc.		16,710		740,253
Health Care REIT, Inc.		12,490		742,281
Healthcare Realty Trust, Inc.		10,040		235,840
Healthcare Trust of America, Inc.		5,130		51,300
Home Properties, Inc.		10,250		623,097
Host Hotels & Resorts, Inc.		51,294		741,711
Kimco Realty Corp.		11,120		217,062
Land Securities Group plc (United Kingdom)1		31,610		410,782
LTC Properties, Inc.		7,050		232,721
The Macerich Co.		4,210		239,970
Mack-Cali Realty Corp.		22,970		596,990
Mid-America Apartment Communities, Inc.		9,110		589,508
National Retail Properties, Inc.		7,960		252,173
Pebblebrook Hotel Trust		47,130		1,000,099
Potlatch Corp.		3,130		120,442
Public Storage		2,330		323,008
Realty Income Corp.		6,080		238,762
Simon Property Group, Inc.		8,330		1,267,909
Sovran Self Storage, Inc.		12,950		748,510
Tanger Factory Outlet Centers		6,410		201,723
Taubman Centers, Inc.		3,490		274,139
UDR, Inc.		32,900		798,483
Unibail-Rodamco SE (France)1		1,110		250,010
				31,277,532

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

55

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Management & Development - 0.05%
General Shopping Brasil S.A. (Brazil)*		106,230	$	559,642
Thomas Properties Group, Inc.		21,900		116,946
				676,588
Thrifts & Mortgage Finance - 0.01%
Aareal Bank AG (Germany)*1		8,370		179,981
Total Financials				74,529,971
Health Care - 3.91%
Biotechnology - 0.34%
Green Cross Corp. (South Korea)1		10,280		1,488,489
Incyte Corp. Ltd.*		35,470		566,101
Myriad Genetics, Inc.*		82,740		2,165,306
Protalix BioTherapeutics, Inc.*		71,850		347,035
				4,566,931
Health Care Equipment & Supplies - 1.20%
Abaxis, Inc.*		25,440		935,683
Alere, Inc.*		46,300		888,960
Becton, Dickinson and Co.		82,580		6,249,654
BioMerieux (France)1		10,240		992,295
DexCom, Inc.*		49,820		652,642
HeartWare International, Inc.*		9,220		774,296
Insulet Corp.*		66,470		1,409,829
MAKO Surgical Corp.*		35,040		530,856
Mindray Medical International Ltd. - ADR (China)		11,430		388,734
Neogen Corp.*		7,610		325,632
Quidel Corp.*		37,280		653,518
Sirona Dental Systems, Inc.*		12,740		729,492
Straumann Holding AG (Switzerland)1		5,370		661,710
Thoratec Corp.*		18,980		677,586
				15,870,887
Health Care Providers & Services - 0.56%
HMS Holdings Corp.*		17,950		414,465
Life Healthcare Group Holdings Ltd. (South Africa)1		19,899		75,261
Odontoprev S.A. (Brazil)		117,630		608,116
Qualicorp S.A. (Brazil)*		87,570		898,530
Sonic Healthcare Ltd. (Australia)1		80,860		1,090,398
Universal Health Services, Inc. - Class B		106,500		4,408,035
				7,494,805
Health Care Technology - 0.94%
Cerner Corp.*		148,938		11,347,586
Computer Programs & Systems, Inc.		10,140		494,933

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

56

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Technology (continued)
Greenway Medical Technologies, Inc.*		34,630	$	574,512
				12,417,031
Life Sciences Tools & Services - 0.57%
Gerresheimer AG (Germany)1		7,520		373,258
Lonza Group AG (Switzerland)1		18,240		925,100
Luminex Corp.*		55,120		886,330
QIAGEN N.V. (Netherlands)*1		11,170		194,592
QIAGEN N.V. - ADR (Netherlands)*		229,050		3,996,923
WuXi PharmaTech Cayman, Inc. - ADR (China)*		82,460		1,170,107
				7,546,310
Pharmaceuticals - 0.30%
AstraZeneca plc (United Kingdom)1		1,890		87,649
AstraZeneca plc - ADR (United Kingdom)		11,950		554,480
Bayer AG (Germany)1		9,575		834,869
GlaxoSmithKline plc (United Kingdom)1		12,270		274,942
Novo Nordisk A/S - Class B (Denmark)1		3,530		565,914
Santen Pharmaceutical Co. Ltd. (Japan)1		2,700		118,275
Shire plc (Ireland)1		16,965		477,052
Takeda Pharmaceutical Co. Ltd. (Japan)1		2,400		111,554
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		7,240		292,641
UCB S.A. (Belgium)1		10,740		627,294
				3,944,670
Total Health Care				51,840,634
Industrials - 3.46%
Airlines - 1.19%
Copa Holdings S.A. - ADR - Class A (Panama)		4,310		400,054
Deutsche Lufthansa AG (Germany)1		15,825		242,107
Ryanair Holdings plc - ADR (Ireland)*		20,830		671,767
Southwest Airlines Co.		1,506,495		13,287,286
Spirit Airlines, Inc.*		30,300		531,765
US Airways Group, Inc.*		55,000		669,900
				15,802,879
Building Products - 0.01%
A.O. Smith Corp.		1,760		106,955
Commercial Services & Supplies - 0.11%
Edenred (France)1		34,340		993,763
Interface, Inc.		4,760		68,116
Tomra Systems ASA (Norway)1		49,750		408,709
				1,470,588

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

57

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Construction & Engineering - 0.01%
MYR Group, Inc.*		7,350	$	155,673
Electrical Equipment - 0.14%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		14,800		267,288
Alstom S.A. (France)1		15,620		533,934
Nexans S.A. (France)1		1,630		69,408
Polypore International, Inc.*		16,960		598,349
Prysmian S.p.A. (Italy)1		6,220		119,927
Schneider Electric S.A. (France)1		3,960		247,953
				1,836,859
Machinery - 0.76%
AGCO Corp.*		4,370		198,879
Astec Industries, Inc.*		2,450		70,560
FANUC Corp. (Japan)1		4,600		732,853
Graham Corp.		7,910		142,143
Pall Corp.		108,730		6,845,641
Pentair Ltd. - ADR		6,900		291,456
Titan International, Inc.		8,050		168,889
Turk Traktor ve Ziraat Makineleri AS (Turkey)1		20,300		444,062
Wabash National Corp.*		60,430		381,313
Westport Innovations, Inc. - ADR (Canada)*		29,170		818,510
				10,094,306
Marine - 0.04%
Baltic Trading Ltd.		10,880		37,101
D/S Norden A/S (Denmark)1		6,410		169,057
Diana Shipping, Inc. - ADR (Greece)*		4,820		34,704
Mitsui OSK Lines Ltd. (Japan)1		16,000		38,351
Nippon Yusen Kabushiki Kaisha (Japan)1		26,000		49,560
Pacific Basin Shipping Ltd. (Hong Kong)1,3		89,000		47,501
Sinotrans Shipping Ltd. (China)1		704,500		172,221
				548,495
Professional Services - 0.65%
Adecco S.A. (Switzerland)1		97,650		4,735,286
ALS Ltd. (Australia)1		18,990		182,296
Experian plc (United Kingdom)1		20,290		351,039
Manpower, Inc.		88,690		3,364,899
				8,633,520
Road & Rail - 0.40%
Norfolk Southern Corp.		84,940		5,211,069
Trading Companies & Distributors - 0.05%
Brenntag AG (Germany)1		580		73,183

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

58

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Trading Companies & Distributors (continued)
Fastenal Co.		3,300	$	147,510
Mills Estruturas e Servicos de Engenharia S.A. (Brazil)		25,200		386,366
MSC Industrial Direct Co., Inc. - Class A		1,060		79,076
				686,135
Transportation Infrastructure - 0.10%
Groupe Eurotunnel S.A. (France)1		74,880		570,243
Malaysia Airports Holdings Berhad (Malaysia)1		379,920		724,667
				1,294,910
Total Industrials				45,841,389
Information Technology - 8.70%
Communications Equipment - 2.01%
Alcatel-Lucent - ADR (France)*		417,200		433,888
Infinera Corp.*		156,790		771,407
Juniper Networks, Inc.*		847,240		14,038,767
Polycom, Inc.*		59,190		593,084
Qualcomm, Inc.		169,790		9,945,449
Riverbed Technology, Inc.*		49,630		916,666
				26,699,261
Computers & Peripherals - 1.58%
Apple, Inc.		1,460		868,846
EMC Corp.*		809,220		19,761,152
Fusion-io, Inc.*		5,340		126,024
Immersion Corp.*		32,890		142,085
				20,898,107
Electronic Equipment, Instruments & Components - 0.16%
Amphenol Corp. - Class A		9,630		579,052
Hitachi Ltd. (Japan)1		114,200		605,623
Keyence Corp. (Japan)1		1,123		298,144
Rofin-Sinar Technologies, Inc.*		35,280		642,449
				2,125,268
Internet Software & Services - 1.06%
The Active Network, Inc.*		64,730		573,508
Google, Inc. - Class A*		14,806		10,064,675
LinkedIn Corp. - Class A*		6,030		644,788
LogMeIn, Inc.*		10,190		251,489
NHN Corp. (South Korea)1		2,280		527,387
Tencent Holdings Ltd. (China)1		32,700		1,150,205
Velti plc - ADR (Ireland)*		114,130		833,149
				14,045,201

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

59

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services - 2.07%
Amdocs Ltd. - ADR		31,560	$	1,043,689
Cap Gemini S.A. (France)1		31,780		1,336,928
Cielo S.A. (Brazil)		11,900		294,417
Euronet Worldwide, Inc.*		62,000		1,257,980
InterXion Holding NV - ADR (Netherlands)*		2,240		47,869
MasterCard, Inc. - Class A		23,520		10,841,074
Sapient Corp.*		16,910		173,835
VeriFone Systems, Inc.*		220,930		6,548,365
The Western Union Co.		460,930		5,853,811
				27,397,968
Semiconductors & Semiconductor Equipment - 0.12%
Samsung Electronics Co. Ltd. (South Korea)1		590		708,022
Sumco Corp. (Japan)*1		49,600		340,186
Tokyo Electron Ltd. (Japan)1		12,160		547,569
				1,595,777
Software - 1.70%
Autodesk, Inc.*		314,400		10,010,496
Aveva Group plc (United Kingdom)1		11,560		371,992
Electronic Arts, Inc.*		848,250		10,475,888
RealPage, Inc.*		37,090		809,675
SAP AG (Germany)1		12,150		886,010
				22,554,061
Total Information Technology				115,315,643
Materials - 2.94%
Chemicals - 2.33%
Air Products & Chemicals, Inc.		58,630		4,545,584
BASF SE (Germany)1		6,660		552,447
Calgon Carbon Corp.*		10,710		132,697
Flotek Industries, Inc.*		9,940		110,433
Johnson Matthey plc (United Kingdom)1		12,122		441,104
Linde AG (Germany)1		4,880		821,215
Monsanto Co.		203,370		17,504,056
Shin-Etsu Chemical Co. Ltd. (Japan)1		2,200		124,219
Syngenta AG (Switzerland)1		16,470		6,421,481
Yingde Gases (Hong Kong)1		184,000		174,198
				30,827,434
Construction Materials - 0.03%
CRH plc (Ireland)1		10,340		192,892

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

60

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Construction Materials (continued)
Holcim Ltd. (Switzerland)1		2,450	$	167,203
				360,095
Metals & Mining - 0.58%
Alcoa, Inc.		823,990		7,061,594
Alumina Ltd. (Australia)1		146,840		146,580
Impala Platinum Holdings Ltd. (South Africa)1		9,660		174,164
Norsk Hydro ASA (Norway)1		18,130		81,622
Umicore S.A. (Belgium)1		5,030		258,482
				7,722,442
Total Materials				38,909,971
Telecommunication Services - 0.98%
Diversified Telecommunication Services - 0.91%
Swisscom AG - ADR (Switzerland)4		7,815		324,635
Telefonica S.A. - ADR (Spain)		37,580		493,801
Telenor ASA (Norway)1		546,330		10,745,284
Telenor ASA - ADR (Norway)4		8,880		522,588
				12,086,308
Wireless Telecommunication Services - 0.07%
MTN Group Ltd. (South Africa)1		8,310		150,157
SK Telecom Co. Ltd. - ADR (South Korea)		48,180		753,053
				903,210
Total Telecommunication Services				12,989,518
Utilities - 0.06%
Independent Power Producers & Energy Traders - 0.02%
Dynegy, Inc.*		10,810		202,147
Multi-Utilities - 0.02%
GDF Suez (France)1		3,795		87,104
National Grid plc (United Kingdom)1		20,900		238,357
				325,461
Water Utilities - 0.02%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		13,330		314,635
Total Utilities				842,243
TOTAL COMMON STOCKS (Identified Cost $525,681,185)				563,938,767

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

61

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	SHARES/ PRINCIPAL AMOUNT		VALUE (NOTE 2)
PREFERRED STOCKS - 0.32%
Financials - 0.32%
Commercial Banks - 0.24%
BB&T Corp., Series D (non-cumulative), 5.85%		44,000	$	1,154,120
PNC Financial Services Group, Inc., Series Q (non-cumulative), 5.375%		47,175		1,185,979
U.S. Bancorp., Series F (non-cumulative), 6.50%5		29,800		881,186
				3,221,285
Real Estate Investment Trusts (REITS) - 0.08%
Public Storage, Series Q, 6.50%		37,110		1,049,100
Total Financials				4,270,385
TOTAL PREFERRED STOCKS (Identified Cost $3,952,125)				4,270,385
CORPORATE BONDS - 22.87%
Convertible Corporate Bonds - 0.21%
Financials - 0.07%
Real Estate Investment Trusts (REITS) - 0.07%
BioMed Realty LP6 , 3.75%, 1/15/2030	$	825,000		975,563
Health Care - 0.03%
Health Care Equipment & Supplies - 0.03%
Alere, Inc., 3.00%, 5/15/2016		330,000		311,438
Medtronic, Inc., 1.625%, 4/15/2013		90,000		90,506
Total Health Care				401,944
Information Technology - 0.03%
Computers & Peripherals - 0.03%
EMC Corp., 1.75%, 12/1/2013		215,000		333,653
Materials - 0.08%
Containers & Packaging - 0.08%
Owens-Brockway Glass Container, Inc.6 , 3.00%, 6/1/2015		1,115,000		1,097,578
Total Convertible Corporate Bonds (Identified Cost $2,699,287)				2,808,738
Non-Convertible Corporate Bonds - 22.66%
Consumer Discretionary - 2.42%
Auto Components - 0.06%
Exide Technologies, 8.625%, 2/1/2018		380,000		308,275
UCI International, Inc., 8.625%, 2/15/2019		555,000		550,144
				858,419
Hotels, Restaurants & Leisure - 0.35%
Choice Hotels International, Inc., 5.70%, 8/28/2020		640,000		692,800
International Game Technology, 7.50%, 6/15/2019		2,415,000		2,885,213

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

62

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Hotels, Restaurants & Leisure (continued)
Yum! Brands, Inc., 3.875%, 11/1/2020	$	960,000	$	1,039,421
				4,617,434
Household Durables - 0.51%
Newell Rubbermaid, Inc., 4.70%, 8/15/2020		1,855,000		2,067,331
Taylor Morrison Communities, Inc. - Monarch Communities, Inc.6 , 7.75%, 4/15/2020		620,000		660,300
Tupperware Brands Corp., 4.75%, 6/1/2021		3,750,000		4,039,350
				6,766,981
Media - 0.79%
Cablevision Systems Corp., 8.625%, 9/15/2017		535,000		624,612
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		1,740,000		2,003,995
Discovery Communications LLC, 5.05%, 6/1/2020		1,715,000		2,018,068
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016		545,000		594,050
Nara Cable Funding Ltd. (Spain)6 , 8.875%, 12/1/2018		680,000		642,600
NBCUniversal Media LLC, 5.15%, 4/30/2020		1,940,000		2,323,249
Sirius XM Radio, Inc.6 , 8.75%, 4/1/2015		485,000		550,475
Time Warner, Inc., 4.75%, 3/29/2021		1,435,000		1,677,522
				10,434,571
Multiline Retail - 0.07%
Target Corp., 6.00%, 1/15/2018		790,000		976,572
Specialty Retail - 0.54%
Advance Auto Parts, Inc., 4.50%, 1/15/2022		1,955,000		2,110,870
Dufry Finance SCA (Switzerland)6 , 5.50%, 10/15/2020		520,000		529,100
The Home Depot, Inc., 5.40%, 3/1/2016		1,615,000		1,860,071
Lowe’s Companies, Inc., 6.10%, 9/15/2017		620,000		759,246
O’Reilly Automotive, Inc., 4.875%, 1/14/2021		920,000		1,042,060
Rent-A-Center, Inc., 6.625%, 11/15/2020		750,000		810,937
				7,112,284
Textiles, Apparel & Luxury Goods - 0.10%
Jones Group, Inc. - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019		530,000		548,550
VF Corp., 5.95%, 11/1/2017		640,000		760,634
				1,309,184
Total Consumer Discretionary				32,075,445
Consumer Staples - 0.32%
Beverages - 0.09%
Beam, Inc., 5.375%, 1/15/2016		234,000		263,620
Constellation Brands, Inc., 7.25%, 9/1/2016		565,000		652,575

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

63

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Beverages (continued)
PepsiCo, Inc., 7.90%, 11/1/2018	$	187,000	$	254,984
				1,171,179
Food & Staples Retailing - 0.04%
Shearer’s Escrow Corp.6 , 9.00%, 11/1/2019		540,000		554,175
Food Products - 0.19%
C&S Group Enterprises LLC6 , 8.375%, 5/1/2017		600,000		632,250
Kraft Foods Group, Inc.6 , 6.125%, 8/23/2018		702,000		870,012
Minerva Luxembourg S.A. (Brazil)6 , 12.25%, 2/10/2022		575,000		684,250
Mondelez International, Inc., 6.125%, 2/1/2018		248,000		305,786
				2,492,298
Total Consumer Staples				4,217,652
Energy - 1.62%
Energy Equipment & Services - 0.88%
Baker Hughes, Inc., 7.50%, 11/15/2018		1,085,000		1,452,549
Calfrac Holdings LP (Canada)6 , 7.50%, 12/1/2020		1,105,000		1,093,950
Global Geophysical Services, Inc., 10.50%, 5/1/2017		325,000		307,125
Schlumberger Oilfield plc6 , 4.20%, 1/15/2021		905,000		1,030,121
SESI LLC, 6.375%, 5/1/2019		565,000		604,550
Shelf Drilling Holdings Ltd. (United Arab Emirates)6 , 8.625%, 11/1/2018		540,000		542,700
Sidewinder Drilling, Inc.6 , 9.75%, 11/15/2019		540,000		542,700
Thermon Industries, Inc., 9.50%, 5/1/2017		481,000		533,910
Weatherford International Ltd., 9.625%, 3/1/2019		4,175,000		5,531,094
				11,638,699
Oil, Gas & Consumable Fuels - 0.74%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		2,100,000		2,439,385
Anadarko Petroleum Corp., 8.70%, 3/15/2019		425,000		579,477
Carrizo Oil & Gas, Inc., 7.50%, 9/15/2020		545,000		555,900
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.6 , 6.625%, 11/15/2019		1,130,000		1,076,325
CVR Refining LLC - Coffeyville Finance, Inc.6 , 6.50%, 11/1/2022		545,000		534,100
Drill Rigs Holdings, Inc.6 , 6.50%, 10/1/2017		445,000		442,775
EOG Resources, Inc., 2.625%, 3/15/2023		1,005,000		1,028,775
EPL Oil & Gas, Inc.6 , 8.25%, 2/15/2018		650,000		643,500
EV Energy Partners LP - EV Energy Finance Corp., 8.00%, 4/15/2019		655,000		689,387
Gulfport Energy Corp.6 , 7.75%, 11/1/2020		815,000		798,700
PBF Holding Co. LLC - PBF Finance Corp.6 , 8.25%, 2/15/2020		510,000		535,500

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

64

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016	$	465,000	$	483,600
				9,807,424
Total Energy				21,446,123
Financials - 10.70%
Capital Markets - 2.70%
BNP Paribas Home Loan Covered Bonds S.A. (France)6 , 2.20%, 11/2/2015		4,045,000		4,171,609
The Charles Schwab Corp., 4.45%, 7/22/2020		4,740,000		5,425,428
Credit Suisse AG (Switzerland)6 , 2.60%, 5/27/2016		5,710,000		6,005,213
GFI Group, Inc., 8.625%, 7/19/2018		635,000		530,225
Goldman Sachs Capital I, 6.345%, 2/15/2034		795,000		819,484
Goldman Sachs Capital II7 , 4.00%, 6/1/2043		1,215,000		960,336
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		890,000		1,042,225
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		4,285,000		4,844,951
Innovation Ventures LLC - Innovation Ventures Finance Corp.6 , 9.50%, 8/15/2019		325,000		310,781
Jefferies Group, Inc., 8.50%, 7/15/2019		2,470,000		2,889,900
Morgan Stanley, 5.55%, 4/27/2017		687,000		763,692
Morgan Stanley, 7.30%, 5/13/2019		940,000		1,131,119
Morgan Stanley, 5.50%, 1/26/2020		4,255,000		4,697,831
Morgan Stanley, 5.75%, 1/25/2021		1,900,000		2,125,817
				35,718,611
Commercial Banks - 3.44%
Bank of Montreal (Canada)6 , 1.30%, 10/31/2014		3,430,000		3,489,682
Bank of Montreal (Canada)6 , 2.625%, 1/25/2016		2,730,000		2,902,263
Bank of Nova Scotia (Canada)6 , 1.45%, 7/26/2013		2,200,000		2,217,600
Bank of Nova Scotia (Canada)6 , 1.65%, 10/29/2015		4,045,000		4,169,991
Barclays Bank plc (United Kingdom)6 , 2.50%, 9/21/2015		4,045,000		4,214,328
Canadian Imperial Bank of Commerce (Canada)6 , 1.50%, 12/12/2014		2,450,000		2,503,900
KeyBank National Association, 5.45%, 3/3/2016		1,340,000		1,509,774
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		2,050,000		2,476,619
National Bank of Canada (Canada)6 , 2.20%, 10/19/2016		4,650,000		4,904,355
National City Corp., 6.875%, 5/15/2019		820,000		1,016,093
PNC Bank National Association, 5.25%, 1/15/2017		545,000		623,826
Royal Bank of Canada (Canada)6 , 3.125%, 4/14/2015		5,215,000		5,536,244
Royal Bank of Canada (Canada), 1.20%, 9/19/2017		1,790,000		1,798,771
Santander Holdings USA, Inc., 4.625%, 4/19/2016		260,000		271,802
The Toronto-Dominion Bank (Canada)6 , 2.20%, 7/29/2015		4,045,000		4,224,194
The Toronto-Dominion Bank (Canada)6 , 1.625%, 9/14/2016		2,300,000		2,375,210
Wachovia Corp., 5.25%, 8/1/2014		1,300,000		1,395,338
				45,629,990

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

65

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Consumer Finance - 0.76%
American Express Co., 8.125%, 5/20/2019	$	5,465,000	$	7,393,577
American Express Co.7 , 6.80%, 9/1/2066		950,000		1,031,937
Credit Acceptance Corp., 9.125%, 2/1/2017		750,000		823,125
General Motors Financial Co., Inc.6 , 4.75%, 8/15/2017		820,000		839,515
				10,088,154
Diversified Financial Services - 1.31%
Bank of America Corp., 5.75%, 8/15/2016		980,000		1,085,320
Citigroup, Inc., 8.50%, 5/22/2019		3,814,000		5,085,687
CME Group, Inc., 3.00%, 9/15/2022		2,240,000		2,300,525
CNG Holdings, Inc.6 , 9.375%, 5/15/2020		635,000		654,050
CNH Capital LLC (Netherlands)6 , 6.25%, 11/1/2016		500,000		540,000
JPMorgan Chase & Co., 6.30%, 4/23/2019		1,130,000		1,393,572
JPMorgan Chase & Co., 4.95%, 3/25/2020		4,040,000		4,640,429
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.6 , 7.375%, 10/1/2017		530,000		536,625
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.6 , 8.875%, 8/1/2020		985,000		1,046,563
				17,282,771
Insurance - 0.78%
American International Group, Inc., 4.25%, 5/15/2013		485,000		493,799
American International Group, Inc., 4.875%, 6/1/2022		2,100,000		2,368,426
Fidelity National Financial, Inc., 6.60%, 5/15/2017		1,985,000		2,232,172
Genworth Financial, Inc., 7.625%, 9/24/2021		2,175,000		2,287,648
Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		2,195,000		2,499,400
Hub International Ltd.6 , 8.125%, 10/15/2018		445,000		457,237
				10,338,682
Real Estate Investment Trusts (REITS) - 1.71%
BioMed Realty LP, 3.85%, 4/15/2016		950,000		1,000,234
Boston Properties LP, 5.875%, 10/15/2019		1,285,000		1,543,013
Boston Properties LP, 5.625%, 11/15/2020		410,000		492,557
Camden Property Trust, 5.70%, 5/15/2017		705,000		816,879
Digital Realty Trust LP, 5.875%, 2/1/2020		4,750,000		5,526,297
HCP, Inc., 6.70%, 1/30/2018		3,675,000		4,434,961
Health Care REIT, Inc., 6.20%, 6/1/2016		3,640,000		4,176,001
Mack-Cali Realty LP, 7.75%, 8/15/2019		770,000		958,719
Simon Property Group LP, 10.35%, 4/1/2019		1,060,000		1,527,344
UDR, Inc., 4.625%, 1/10/2022		1,980,000		2,208,076
				22,684,081
Total Financials				141,742,289

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

66

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care - 1.22%
Biotechnology - 0.38%
Amgen, Inc., 3.45%, 10/1/2020	$	4,750,000	$	5,080,253
Health Care Equipment & Supplies - 0.26%
CR Bard, Inc., 4.40%, 1/15/2021		905,000		1,043,547
Fresenius Medical Care US Finance, Inc. (Germany), 6.875%, 7/15/2017		635,000		728,663
Fresenius Medical Care US Finance, Inc. (Germany)6 , 6.50%, 9/15/2018		315,000		352,800
Fresenius US Finance II, Inc. (Germany)6 , 9.00%, 7/15/2015		700,000		803,250
Hologic, Inc.6 , 6.25%, 8/1/2020		505,000		535,300
				3,463,560
Health Care Providers & Services - 0.35%
CHS - Community Health Systems, Inc., 7.125%, 7/15/2020		630,000		666,225
HCA, Inc., 6.375%, 1/15/2015		550,000		591,250
HCA, Inc., 6.50%, 2/15/2020		200,000		221,000
Health Management Associates, Inc., 6.125%, 4/15/2016		730,000		795,700
STHI Holding Corp.6 , 8.00%, 3/15/2018		600,000		642,000
UnitedHealth Group, Inc., 4.70%, 2/15/2021		1,450,000		1,687,617
				4,603,792
Life Sciences Tools & Services - 0.07%
Thermo Fisher Scientific, Inc., 4.50%, 3/1/2021		830,000		951,584
Pharmaceuticals - 0.16%
Novartis Securities Investment Ltd. (Switzerland), 5.125%, 2/10/2019		1,275,000		1,537,153
Valeant Pharmaceuticals International (Canada)6 , 6.75%, 8/15/2021		535,000		568,437
				2,105,590
Total Health Care				16,204,779
Industrials - 2.54%
Aerospace & Defense - 0.27%
The Boeing Co., 6.00%, 3/15/2019		1,185,000		1,501,096
Ducommun, Inc., 9.75%, 7/15/2018		790,000		835,425
Textron, Inc., 7.25%, 10/1/2019		1,000,000		1,208,719
				3,545,240
Air Freight & Logistics - 0.14%
Aguila 3 S.A. (Luxembourg)6 , 7.875%, 1/31/2018		1,045,000		1,105,088
FedEx Corp., 8.00%, 1/15/2019		570,000		757,094
				1,862,182
Airlines - 0.30%
Continental Airlines, Inc.6 , 6.75%, 9/15/2015		785,000		821,306
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016		515,000		530,450
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		290,000		301,600
Southwest Airlines Co., 5.25%, 10/1/2014		1,030,000		1,101,573

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

67

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines (continued)
Southwest Airlines Co., 5.75%, 12/15/2016	$	1,120,000	$	1,272,367
				4,027,296
Building Products - 0.13%
Building Materials Corp. of America6 , 7.50%, 3/15/2020		555,000		603,563
Owens Corning, 9.00%, 6/15/2019		830,000		1,055,865
				1,659,428
Commercial Services & Supplies - 0.30%
Clean Harbors, Inc.6 , 5.25%, 8/1/2020		600,000		615,000
Garda World Security Corp. (Canada)6 , 9.75%, 3/15/2017		530,000		559,813
International Lease Finance Corp., 5.625%, 9/20/2013		630,000		648,112
Waste Management, Inc., 7.375%, 3/11/2019		1,665,000		2,123,499
				3,946,424
Industrial Conglomerates - 0.63%
General Electric Capital Corp., 5.625%, 5/1/2018		335,000		397,925
General Electric Capital Corp., 5.50%, 1/8/2020		4,860,000		5,781,820
General Electric Co., 5.25%, 12/6/2017		550,000		651,666
Tyco Electronics Group S.A. (Switzerland), 4.875%, 1/15/2021		1,350,000		1,516,355
				8,347,766
Machinery - 0.51%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		1,500,000		1,952,496
Caterpillar Financial Services Corp., 7.15%, 2/15/2019		295,000		391,662
Dynacast International LLC - Dynacast Finance, Inc., 9.25%, 7/15/2019		780,000		819,000
John Deere Capital Corp., 5.50%, 4/13/2017		120,000		141,868
John Deere Capital Corp., 5.75%, 9/10/2018		1,895,000		2,354,409
Kennametal, Inc., 3.875%, 2/15/2022		1,055,000		1,112,479
				6,771,914
Marine - 0.06%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc., 8.875%, 11/1/2017		790,000		809,750
Road & Rail - 0.20%
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		1,030,000		1,058,163
Union Pacific Corp., 5.65%, 5/1/2017		815,000		964,603
Union Pacific Corp., 7.875%, 1/15/2019		495,000		650,573
				2,673,339
Total Industrials				33,643,339
Information Technology - 0.59%
Communications Equipment - 0.08%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		500,000		535,000

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

68

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Communications Equipment (continued)
ViaSat, Inc., 6.875%, 6/15/2020	$	555,000	$	579,975
				1,114,975
Computers & Peripherals - 0.18%
Dell, Inc., 5.875%, 6/15/2019		1,250,000		1,481,633
Hewlett-Packard Co., 5.50%, 3/1/2018		815,000		905,392
				2,387,025
Electronic Equipment, Instruments & Components - 0.13%
Amphenol Corp., 4.00%, 2/1/2022		565,000		593,924
Corning, Inc., 6.625%, 5/15/2019		460,000		577,220
CPI International, Inc., 8.00%, 2/15/2018		575,000		549,125
				1,720,269
IT Services - 0.12%
The Western Union Co., 5.253%, 4/1/2020		1,350,000		1,569,474
Semiconductors & Semiconductor Equipment - 0.04%
Advanced Micro Devices, Inc.6 , 7.50%, 8/15/2022		580,000		461,100
Software - 0.04%
Nuance Communications, Inc.6 , 5.375%, 8/15/2020		540,000		550,800
Total Information Technology				7,803,643
Materials - 2.18%
Chemicals - 0.32%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		1,185,000		1,481,220
Eastman Chemical Co., 3.60%, 8/15/2022		1,080,000		1,142,844
Nufarm Australia Ltd. (Australia)6 , 6.375%, 10/15/2019		1,060,000		1,086,500
Taminco Global Chemical Corp. (Belgium)6 , 9.75%, 3/31/2020		500,000		542,500
				4,253,064
Containers & Packaging - 0.06%
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC - Reynolds Group Issuer (Luxembourg) S.A. (New Zealand)6 , 5.75%, 10/15/2020		830,000		838,300
Metals & Mining - 1.36%
Alcoa, Inc., 5.72%, 2/23/2019		2,166,000		2,369,502
Alcoa, Inc., 5.87%, 2/23/2022		210,000		223,824
Allegheny Technologies, Inc., 5.95%, 1/15/2021		1,345,000		1,506,076
ArcelorMittal (Luxembourg), 6.00%, 3/1/2021		1,900,000		1,834,545
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		1,145,000		1,471,904
Calcipar S.A. (Luxembourg)6 , 6.875%, 5/1/2018		630,000		631,575
Cliffs Natural Resources, Inc., 5.90%, 3/15/2020		4,750,000		5,014,433
FMG Resources August 2006 Pty. Ltd. (Australia)6 , 6.875%, 2/1/2018		555,000		536,963
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 3/1/2022		1,185,000		1,206,565

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

69

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021	$	1,420,000	$	1,538,569
Shale-Inland Holdings LLC - Shale-Inland Finance Corp.4,6 , 8.75%, 11/15/2019		540,000		534,600
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,065,000		1,083,492
				17,952,048
Paper & Forest Products - 0.44%
International Paper Co., 9.375%, 5/15/2019		1,777,000		2,445,815
International Paper Co., 7.50%, 8/15/2021		1,195,000		1,586,961
Sappi Papier Holding GmbH (South Africa)6 , 8.375%, 6/15/2019		625,000		659,375
Smurfit Kappa Acquisitions (Ireland)6 , 4.875%, 9/15/2018		1,110,000		1,110,000
				5,802,151
Total Materials				28,845,563
Telecommunication Services - 0.77%
Diversified Telecommunication Services - 0.41%
Inmarsat Finance plc (United Kingdom)6 , 7.375%, 12/1/2017		490,000		527,975
Sable International Finance Ltd. (United Kingdom)6 , 8.75%, 2/1/2020		585,000		666,900
UPCB Finance III Ltd. (Netherlands)6 , 6.625%, 7/1/2020		335,000		358,450
UPCB Finance VI Ltd. (Netherlands)6 , 6.875%, 1/15/2022		635,000		679,450
Verizon Communications, Inc., 8.75%, 11/1/2018		715,000		997,652
Virgin Media Finance plc (United Kingdom), 4.875%, 2/15/2022		540,000		545,400
Wind Acquisition Finance S.A. (Italy)6 , 7.25%, 2/15/2018		790,000		770,250
Windstream Corp., 7.50%, 6/1/2022		750,000		795,000
				5,341,077
Wireless Telecommunication Services - 0.36%
Crown Castle Towers LLC6 , 6.113%, 1/15/2020		1,040,000		1,265,335
Crown Castle Towers LLC6 , 4.883%, 8/15/2020		333,000		380,527
NII Capital Corp., 8.875%, 12/15/2019		585,000		491,400
NII Capital Corp., 7.625%, 4/1/2021		375,000		296,250
SBA Tower Trust6 , 5.101%, 4/17/2017		575,000		638,709
SBA Tower Trust6 , 2.933%, 12/15/2017		1,680,000		1,723,650
				4,795,871
Total Telecommunication Services				10,136,948
Utilities - 0.30%
Electric Utilities - 0.30%
Allegheny Energy Supply Co. LLC6 , 5.75%, 10/15/2019		705,000		779,776
Exelon Generation Co. LLC, 5.20%, 10/1/2019		830,000		955,054
Southwestern Electric Power Co., 6.45%, 1/15/2019		850,000		1,036,838
System Energy Resources, Inc., 4.10%, 4/1/2023		1,180,000		1,196,344
				3,968,012

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

70

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL           AMOUNT/          SHARES		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Utilities (continued)
Multi-Utilities - 0.00%**
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013	$	50,000	$	51,406
Total Utilities				4,019,418
Total Non-Convertible Corporate Bonds (Identified Cost $276,373,627)				300,135,199
TOTAL CORPORATE BONDS (Identified Cost $279,072,914)				302,943,937
MUTUAL FUNDS - 0.04%
iShares S&P India Nifty 50 Index Fund		11,200		267,232
PowerShares India Portfolio		13,600		242,760
TOTAL MUTUAL FUNDS (Identified Cost $531,270)				509,992
U.S. TREASURY SECURITIES - 3.85%
U.S. Treasury Notes - 3.85%
U.S. Treasury Note, 0.25%, 1/31/2014	$	14,000,000		14,002,184
U.S. Treasury Note, 0.25%, 2/28/2014		20,000,000		20,002,340
U.S. Treasury Note, 2.375%, 2/28/2015		16,270,000		17,041,556
TOTAL U.S. TREASURY SECURITIES (Identified Cost $50,206,359)				51,046,080
ASSET-BACKED SECURITIES - 0.20%
FDIC Trust, Series 2011-R1, Class A6 , 2.672%, 7/25/2026		1,497,838		1,533,006
Hertz Vehicle Financing LLC, Series 2009-2A, Class A26 , 5.29%, 3/25/2016		335,000		366,830
Hertz Vehicle Financing LLC, Series 2010-1A, Class A26 , 3.74%, 2/25/2017		690,000		746,022
TOTAL ASSET-BACKED SECURITIES (Identified Cost $2,522,208)				2,645,858
COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.27%
Americold LLC Trust, Series 2010-ARTA, Class A16 , 3.847%, 1/14/2029		356,367		383,330
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A47 , 5.916%, 5/10/2045		1,005,000		1,158,235
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		1,130,000		1,298,349
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		1,090,000		1,206,654
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A47 , 5.894%, 9/11/2038		765,000		878,075

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

71

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041	$	1,155,000	$	1,332,314
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A26 , 3.759%, 4/15/2044		540,000		583,631
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A47 , 5.219%, 7/15/2044		1,060,000		1,184,107
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A16 , 3.156%, 7/10/2046		386,613		408,767
DBUBS Mortgage Trust, Series 2011-LC1A, Class A16 , 3.742%, 11/10/2046		535,521		581,307
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class A2, 2.377%, 5/25/2022		1,630,000		1,664,964
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,545,000		1,565,768
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,705,000		1,747,074
FREMF Mortgage Trust, Series 2011-K701, Class B6,7 , 4.286%, 7/25/2048		750,000		798,128
FREMF Mortgage Trust, Series 2011-K702, Class B6,7 , 4.77%, 4/25/2044		885,000		969,324
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A47 , 6.064%, 7/10/2038		600,000		694,642
GS Mortgage Securities Corp. II, Series 2010-C2, Class A16 , 3.849%, 12/10/2043		1,026,129		1,115,812
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A47 , 5.465%, 1/12/2043		1,750,000		1,937,598
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A47 , 5.20%, 12/15/2044		475,000		532,413
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A47 , 5.868%, 4/15/2045		1,670,000		1,931,828
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A6 , 3.913%, 6/25/2043		596,947		622,984
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A7 , 5.23%, 9/15/2042		425,000		470,119
Morgan Stanley Capital I Trust, Series 2011-C1, Class A26 , 3.884%, 9/15/2047		800,000		868,794
OBP Depositor LLC Trust, Series 2010-OBP, Class A6 , 4.646%, 7/15/2045		115,000		135,525
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX6 , 4.004%, 9/13/2028		350,000		397,107
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A47 , 5.24%, 10/15/2044		556,348		619,143
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A37 , 6.011%, 6/15/2045		850,000		990,415
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A26 , 4.393%, 11/15/2043		545,000		624,325
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class A3, 2.918%, 10/15/2045		2,230,000		2,319,146
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A26 , 3.791%, 2/15/2044		940,000		1,020,676
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $28,603,345)				30,040,554

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

72

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT		VALUE (NOTE 2)
FOREIGN GOVERNMENT BONDS - 2.39%
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016		MYR 3,205,000	$	1,095,047
Province of British Columbia Canada (Canada), 2.85%, 6/15/2015	$	3,800,000		4,033,320
Province of Manitoba Canada (Canada), 2.625%, 7/15/2015		1,000,000		1,057,000
Province of Manitoba Canada, Series FH (Canada), 4.90%, 12/6/2016		2,250,000		2,625,075
Province of New Brunswick Canada (Canada), 5.20%, 2/21/2017		3,800,000		4,473,360
Province of Nova Scotia Canada (Canada), 5.125%, 1/26/2017		2,000,000		2,345,200
Province of Ontario Canada (Canada), 2.30%, 5/10/2016		7,600,000		8,012,680
Province of Quebec Canada (Canada), 5.125%, 11/14/2016		6,900,000		8,070,240
TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $30,850,651)				31,711,922
U.S. GOVERNMENT AGENCIES - 22.22%
Mortgage-Backed Securities - 5.98%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		2,384,418		2,595,421
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		168,270		183,160
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		209,968		230,752
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		1,526,249		1,661,311
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		267,034		293,467
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		2,603,684		2,834,091
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		159,937		174,090
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		4,157,012		4,584,825
Fannie Mae, Pool #888021, 6.00%, 12/1/2036		792,376		880,360
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		1,263,037		1,385,127
Fannie Mae, Pool #889575, 6.00%, 6/1/2038		2,021,531		2,241,577
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		8,567,185		9,518,473
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		402,796		447,522
Fannie Mae, Pool #AD0258, 5.50%, 3/1/2039		2,256,318		2,474,422
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		3,655,016		3,943,789
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		1,004,341		1,101,424
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		4,447,858		4,799,272
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		4,357,665		4,833,267
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		2,823,144		3,046,193
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		1,106,327		1,199,266
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		736,065		797,900
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		2,777,224		3,005,324
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		696,116		754,595
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		1,167,411		1,297,038
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		874,149		952,871
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		257,569		283,188
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		186,956		205,551
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		151,093		166,831
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		266,175		300,134
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		125,112		135,597

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

73

Investment Portfolio - October 31, 2012

PRO-BLEND® MODERATE TERM SERIES	PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037	$	505,534	$	556,440
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		979,365		1,065,771
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		2,523,502		2,777,615
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		2,282,136		2,483,480
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		2,244,029		2,439,908
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		1,752,817		1,910,748
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		5,614,867		6,017,403
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		1,250,649		1,360,989
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		1,188,348		1,293,192
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		1,617,674		1,780,572
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		1,060,768		1,167,585
GNMA, Pool #286310, 9.00%, 2/15/2020		753		774
GNMA, Pool #263096, 9.50%, 3/15/2020		1,474		1,503
Total Mortgage-Backed Securities (Identified Cost $77,501,334)				79,182,818
Other Agencies - 16.24%
Fannie Mae, 0.50%, 7/2/2015		19,000,000		19,045,334
Fannie Mae, 1.625%, 10/26/2015		26,930,000		27,869,049
Fannie Mae, 5.25%, 9/15/2016		17,000,000		19,990,861
Fannie Mae, 1.375%, 11/15/2016		6,000,000		6,176,082
Fannie Mae, 0.875%, 8/28/2017		45,000,000		45,188,055
Fannie Mae, 0.875%, 10/26/2017		30,000,000		30,025,890
Freddie Mac, 1.00%, 3/8/2017		25,000,000		25,252,500
Freddie Mac, 1.25%, 5/12/2017		19,000,000		19,395,922
Freddie Mac, 2.375%, 1/13/2022		21,288,000		22,310,207
Total Other Agencies (Identified Cost $212,162,745)				215,253,900
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $289,664,079)				294,436,718
SHORT-TERM INVESTMENT - 3.01%
Dreyfus Cash Management, Inc.-Institutional Shares8 , 0.06%,
(Identified Cost $39,843,907)		39,843,907		39,843,907
TOTAL INVESTMENTS - 99.73%
(Identified Cost $1,250,928,043)				1,321,388,120
OTHER ASSETS, LESS LIABILITIES - 0.27%				3,577,040
NET ASSETS - 100%			$	1,324,965,160

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

74

Investment Portfolio - October 31, 2012

ADR - American Depository Receipt

MYR - Malaysian Ringgit

^*Non-income producing security

^**Less than 0.01%

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

²Traded on Canadian exchange.

³Traded on Hong Kong exchange.

⁴Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁵The rate shown is a fixed rate as of October 31, 2012; the rate becomes floating, based on LIBOR plus a spread, in 2022.

⁶Restricted 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 $98,040,894, or 7.40%, of the Series’ net assets as of October 31, 2012 (see Note 2 to the financial statements).

⁷The coupon rate is floating and is the effective rate as of October 31, 2012.

⁸Rate shown is the current yield as of October 31, 2012.

75

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

October 31, 2012

ASSETS:
Investments, at value (identified cost $1,250,928,043) (Note 2)	$	1,321,388,120
Foreign currency (identified cost $1,234)		1,240
Interest receivable		5,181,057
Receivable for securities sold		2,114,141
Receivable for fund shares sold		1,400,422
Foreign tax reclaims receivable		320,706
Dividends receivable		269,470
TOTAL ASSETS		1,330,675,156
LIABILITIES:
Payable to custodian		525,805
Accrued management fees (Note 3)		850,978
Accrued shareholder services fees (Class S) (Note 3)		151,601
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R) (Note 3)		86,927
Accrued fund accounting and administration fees (Note 3)		61,818
Accrued transfer agent fees (Note 3)		39,990
Accrued Chief Compliance Officer service fees (Note 3)		369
Payable for fund shares repurchased		2,598,692
Payable for securities purchased		1,280,026
Other payables and accrued expenses		113,790
TOTAL LIABILITIES		5,709,996
TOTAL NET ASSETS	$	1,324,965,160
NET ASSETS CONSIST OF:
Capital stock	$	1,109,515
Additional paid-in-capital		1,213,523,344
Undistributed net investment income		5,382,260
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		34,484,816
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		70,465,225
TOTAL NET ASSETS	$	1,324,965,160

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

75

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

October 31, 2012

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($707,222,477/ 53,247,741 shares)	$	13.28
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($496,286,358/ 46,512,379 shares)	$	10.67
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($81,457,149/ 7,575,728 shares)	$	10.75
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($39,999,176/ 3,615,637 shares)	$	11.06

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

76

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

For the Year Ended October 31, 2012

INVESTMENT INCOME:
Interest	$	20,669,780
Dividends (net of foreign taxes withheld, $386,159)		8,964,935
Total Investment Income		29,634,715
EXPENSES:
Management fees (Note 3)		9,242,496
Shareholder services fees (Class S) (Note 3)		1,758,928
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		705,541
Fund accounting and administration fees (Note 3)		240,852
Transfer agent fees (Note 3)		166,918
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		145,466
Directors’ fees (Note 3)		25,407
Chief Compliance Officer service fees (Note 3)		2,497
Custodian fees		107,171
Miscellaneous		366,967
Total Expenses		12,762,243
NET INVESTMENT INCOME		16,872,472
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-     Investments		35,091,276
Foreign currency and translation of other assets and liabilities (net of Brazilian tax of $1,629)		(105,206)
Forward foreign currency exchange contracts		28,622
		35,014,692
Net change in unrealized appreciation (depreciation) on-     Investments		40,791,097
Foreign currency and translation of other assets and liabilities		(16,972)
Forward foreign currency exchange contracts		(343)
		40,773,782
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		75,788,474
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	92,660,946

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

78

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

	FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	16,872,472		$	18,384,602
Net realized gain (loss) on investments and foreign currency		35,014,692			36,912,629
Net change in unrealized appreciation (depreciation) on investments and foreign currency		40,773,782			(26,676,941	)
Net increase from operations		92,660,946			28,620,290
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(10,590,847	)		(9,718,456	)
From net investment income (Class I)		(8,737,419	)		(6,475,725	)
From net investment income (Class C)		(811,185	)		(482,924	)
From net investment income (Class R)		(453,451	)		(15,533	)
From net realized gain on investments (Class S)		(20,279,845	)		(9,435,174	)
From net realized gain on investments (Class I)		(13,096,537	)		(5,280,876	)
From net realized gain on investments (Class C)		(2,173,904	)		(612,007	)
From net realized gain on investments (Class R)		(828,847	)		(6,337	)
Total distributions to shareholders		(56,972,035	)		(32,027,032	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		177,385,942			155,736,834
Net increase in net assets		213,074,853			152,330,092
NET ASSETS:
Beginning of year		1,111,890,307			959,560,215
End of year (including undistributed net investment income of $5,382,260 and $ 9,128,769,respectively)	$	1,324,965,160		$	1,111,890,307

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

79

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

	FOR THE YEARS ENDED
	10/31/12			10/31/11			10/31/10			10/31/09			10/31/08
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.92		$	12.94		$	11.61		$	10.41		$	14.18
Income (loss) from investment operations:
Net investment income		0.17	1		0.22	1		0.19	1		0.16	1		0.23
Net realized and unrealized gain (loss) on investments		0.77			0.14			1.28			1.23			(2.75	)
Total from investment operations		0.94			0.36			1.47			1.39			(2.52	)
Less distributions to shareholders:
From net investment income		(0.20	)		(0.19	)		(0.14	)		(0.19	)		(0.23	)
From net realized gain on investments		(0.38	)		(0.19	)		—			—			(1.02	)
Total distributions to shareholders		(0.58	)		(0.38	)		(0.14	)		(0.19	)		(1.25	)
Net asset value - End of year	$	13.28		$	12.92		$	12.94		$	11.61		$	10.41
Net assets - End of year (000’s omitted)	$	707,222		$	682,409		$	633,304		$	396,927		$	218,807
Total return2		7.73	%		2.78	%		12.81	%		13.65	%		(19.28	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.07	%		1.07	%		1.09	%		1.10	%		1.10	%
Net investment income		1.34	%		1.68	%		1.60	%		1.49	%		1.74	%
Series portfolio turnover		47	%		52	%		56	%		58	%		75	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid aportion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) wouldhave increased by the following amounts:
		N/A			N/A			0.00	%3		0.02	%		0.02	%

¹Calculated based on average shares outstanding during the year.

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

³Less than 0.01%.

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

80

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

	FOR THE YEARS ENDED												FOR THE PERIOD
	10/31/12			10/31/11			10/31/10			10/31/09			3/28/081 TO 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.50		$	10.60		$	9.54		$	8.59		$	10.00
Income (loss) from investment operations:
Net investment income		0.16	2		0.20	2		0.18	2		0.15	2		0.06
Net realized and unrealized gain (loss) on investments		0.62			0.11			1.06			1.02			(1.42	)
Total from investment operations		0.78			0.31			1.24			1.17			(1.36	)
Less distributions to shareholders:
From net investment income		(0.23	)		(0.22	)		(0.18	)		(0.22	)		(0.05	)
From net realized gain on investments		(0.38	)		(0.19	)		—			—			—
Total distributions to shareholders		(0.61	)		(0.41	)		(0.18	)		(0.22	)		(0.05	)
Net asset value - End of period	$	10.67		$	10.50		$	10.60		$	9.54		$	8.59
Net assets - End of period (000’s omitted)	$	496,286		$	352,611		$	294,000		$	44,134		$	322
Total return3		8.06	%		2.93	%		13.13	%		14.11	%		(13.64	%)
Ratios (to average net assets)/ Supplemental Data:
Expenses*		0.82	%		0.82	%		0.84	%		0.85	%		0.85	%4
Net investment income		1.57	%		1.93	%		1.85	%		1.67	%		1.47	%4
Series portfolio turnover		47	%		52	%		56	%		58	%		75	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			0.00	%5		0.02	%		0.10	%4

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

⁵Less than 0.01%.

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

81

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

	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/12			10/31/11			1/4/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.58		$	10.69		$	10.00
Income from investment operations:
Net investment income2		0.06			0.10			0.07
Net realized and unrealized gain on investments		0.62			0.11			0.67
Total from investment operations		0.68			0.21			0.74
Less distributions to shareholders:
From net investment income		(0.13	)		(0.13	)		(0.05	)
From net realized gain on investments		(0.38	)		(0.19	)		—
Total distributions to shareholders		(0.51	)		(0.32	)		(0.05	)
Net asset value - End of period	$	10.75		$	10.58		$	10.69
Net assets - End of period (000’s omitted)	$	81,457		$	58,316		$	32,019
Total return3		6.94	%		1.97	%		7.41	%
Ratios (to average net assets)/ Supplemental Data:
Expenses*		1.82	%		1.82	%		1.84	%4
Net investment income		0.57	%		0.92	%		0.85	%4
Series portfolio turnover		47	%		52	%		56	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			0.00	%4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Represents 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 certain periods. Not annualized.

⁴Annualized.

⁵Less than 0.01%.

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

82

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

	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/12			10/31/11			6/30/101 TO 10/31/10
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.88		$	10.99		$	10.00
Income from investment operations:
Net investment income2		0.11			0.11			0.02
Net realized and unrealized gain on investments		0.65			0.16			0.97
Total from investment operations		0.76			0.27			0.99
Less distributions to shareholders:
From net investment income		(0.20	)		(0.19	)		—
From net realized gain on investments		(0.38	)		(0.19	)		—
Total distributions to shareholders		(0.58	)		(0.38	)		—
Net asset value - End of period	$	11.06		$	10.88		$	10.99
Net assets - End of period (000’s omitted)	$	39,999		$	18,554		$	237
Total return3		7.48	%		2.50	%		9.90	%
Ratios (to average net assets)/ Supplemental Data:
Expenses		1.33	%		1.32	%		1.34	%4
Net investment income		1.04	%		1.05	%		0.65	%4
Series portfolio turnover		47	%		52	%		56	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

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

83

Performance Update - Pro-Blend^® Extended Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2012
	ONE YEAR1	FIVE YEAR	TEN YEAR	SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class S3	8.26%	2.01%	7.73%	8.51%
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class I3,4	8.60%	2.24%	7.85%	8.57%
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class C3,4	7.51%	1.29%	6.97%	7.77%
Manning & Napier Fund, Inc. - Pro-Blend® Extended Term Series - Class R3,4	8.03%	1.74%	7.48%	8.29%
Barclays Capital U.S. Aggregate Bond Index5,7	5.25%	6.38%	5.39%	6.15%
15%/40%/45% Blended Index6,7	9.03%	2.87%	7.21%	7.18%

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, 2012 to the Barclays Capital U.S. Aggregate Bond Index and a 15%/40%/45% Blended Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, this net expense ratio was 1.07% for Class S, 0.82% for Class I, 1.82% 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, 0.82% for Class I, 1.82% for Class C and 1.33% for Class R for the year ended October 31, 2012.

⁴For 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.

⁵The 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.

84

Performance Update - Pro-Blend^® Extended Term Series

(unaudited)

⁶The 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.

⁷Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Index’s portfolios.

85

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

(unaudited)

As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, 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 in each class at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING  ACCOUNT VALUE                   5/1/12	ENDING  ACCOUNT VALUE                   10/31/12	EXPENSES PAID  DURING PERIOD                   5/1/12-10/31/12*	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,022.80	$5.46	1.07%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.81	$5.45	1.07%
Class I
Actual	$1,000.00	$1,023.80	$4.18	0.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.07	$4.18	0.82%
Class C
Actual	$1,000.00	$1,019.20	$9.26	1.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.03	$9.25	1.82%
Class R
Actual	$1,000.00	$1,021.30	$6.73	1.32%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.55	$6.72	1.32%

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

86

Portfolio Composition - Pro-Blend^® Extended Term Series

As of October 31, 2012 (unaudited)

Sector Allocation3
Financials	16.12	%
Information Technology	12.21	%
Consumer Discretionary	11.85	%
Energy	8.50	%
Health Care	7.14	%
Industrials	6.81	%
Materials	5.53	%
Consumer Staples	4.25	%
Telecommunication Services	2.00	%
Utilities	0.49	%
3Including common stocks, preferred stocks, and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings4
Hess Corp.	2.66	%
EMC Corp.	1.96	%
Monsanto Co.	1.80	%
Juniper Networks, Inc.	1.47	%
Virgin Media, Inc. - ADR (United Kingdom)	1.37	%
Southwest Airlines Co.	1.32	%
Discover Financial Services	1.24	%
Novo Nordisk A/S - Class B (Denmark)	1.20	%
The Walt Disney Co.	1.17	%
Cerner Corp.	1.13	%
4As a percentage of total investments.

87

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 56.14%
Consumer Discretionary - 10.03%
Auto Components - 0.07%
Hankook Tire Co. Ltd. (South Korea)*1		14,537	$	613,151
Mando Corp. (South Korea)1		2,100		276,604
				889,755
Automobiles - 0.65%
Hyundai Motor Co. (South Korea)1		1,500		308,278
Suzuki Motor Corp. (Japan)1		13,300		301,628
Tesla Motors, Inc.*		15,770		443,610
Toyota Motor Corp. (Japan)1		12,700		489,676
Toyota Motor Corp. - ADR (Japan)		88,580		6,862,293
Yamaha Motor Co. Ltd. (Japan)1		34,000		324,636
				8,730,121
Distributors - 0.03%
Inchcape plc (United Kingdom)1		62,340		405,428
Diversified Consumer Services - 0.05%
Anhanguera Educacional Participacoes S.A. (Brazil)		35,290		618,559
Hotels, Restaurants & Leisure - 1.67%
Accor S.A. (France)1		206,730		6,459,790
Arcos Dorados Holdings, Inc. (Argentina)		14,150		182,677
BJ’s Restaurants, Inc.*		8,520		281,586
Carnival Corp.		371,650		14,078,102
Hyatt Hotels Corp. - Class A*		6,130		223,745
InterContinental Hotels Group plc (United Kingdom)1		21,998		544,274
Orient-Express Hotels Ltd. - ADR - Class A*		54,290		636,822
				22,406,996
Household Durables - 0.23%
DR Horton, Inc		25,760		539,930
Lennar Corp. - Class A		21,820		817,595
LG Electronics, Inc. (South Korea)1		6,950		483,524
NVR, Inc.*		490		442,833
Rodobens Negocios Imobiliarios S.A. (Brazil)		50,510		318,322
Toll Brothers, Inc.*		16,080		530,801
				3,133,005
Internet & Catalog Retail - 0.80%
Amazon.com, Inc.*		36,350		8,463,007
Blue Nile, Inc.*		2,620		98,957
HomeAway, Inc.*		37,820		972,352
Ocado Group plc (United Kingdom)*1		268,930		281,318
Shutterfly, Inc.*		31,410		950,467
				10,766,101

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

88

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media - 6.18%
AMC Networks, Inc. - Class A*		16,100	$	752,192
British Sky Broadcasting Group plc (United Kingdom)1		16,990		194,450
DIRECTV*		276,690		14,141,626
Imax Corp. (Canada)*		22,990		519,344
Mediaset Espana Comunicacion S.A. (Spain)1		138,120		743,401
News Corp. - Class A		369,760		8,844,659
Reed Elsevier plc - ADR (United Kingdom)		7,379		288,298
Societe Television Francaise 1 (France)1		47,150		405,208
Time Warner, Inc.		322,640		14,018,708
Valassis Communications, Inc.*		11,110		289,082
Viacom, Inc. - Class B		154,110		7,901,220
Virgin Media, Inc. - ADR (United Kingdom)		563,910		18,462,413
The Walt Disney Co.		320,360		15,720,065
Wolters Kluwer N.V. (Netherlands)1		21,550		416,929
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		161,000		510,637
				83,208,232
Multiline Retail - 0.05%
Marks & Spencer Group plc (United Kingdom)1		52,450		333,826
PPR (France)1		2,230		393,121
				726,947
Specialty Retail - 0.26%
Aeropostale, Inc.*		16,810		200,879
American Eagle Outfitters, Inc.		15,610		325,780
Belle International Holdings Ltd. (Hong Kong)1		153,000		283,727
Chico’s FAS, Inc.		14,240		264,864
Dick’s Sporting Goods, Inc.		14,770		738,500
Group 1 Automotive, Inc.		3,980		246,800
Hennes & Mauritz AB - Class B (Sweden)1		8,390		284,475
Komeri Co. Ltd. (Japan)1		7,100		171,365
Penske Automotive Group, Inc.		9,800		299,880
Select Comfort Corp.*		5,580		155,291
Sonic Automotive, Inc. - Class A		14,490		281,106
Teavana Holdings, Inc.*		19,580		206,569
				3,459,236
Textiles, Apparel & Luxury Goods - 0.04%
Adidas AG (Germany)1		5,220		444,935
Burberry Group plc (United Kingdom)1		7,790		146,983
				591,918
Total Consumer Discretionary				134,936,298

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

89

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples - 3.95%
Beverages - 0.25%
The Boston Beer Co., Inc. - Class A*		3,140	$	337,801
C&C Group plc (Ireland)1		57,090		273,344
Carlsberg A/S - Class B (Denmark)1		6,750		582,647
Cia Cervecerias Unidas S.A. - ADR (Chile)		4,870		345,429
Diageo plc (United Kingdom)1		31,790		908,836
Kirin Holdings Co. Ltd. (Japan)1		21,000		263,616
SABMiller plc (United Kingdom)1		5,060		217,167
Tsingtao Brewery Co. Ltd. (China)1		88,000		474,711
				3,403,551
Food & Staples Retailing - 0.21%
Carrefour S.A. (France)1		29,020		700,848
Casino Guichard-Perrachon S.A. (France)1		3,380		295,042
Distribuidora Internacional de Alimentacion S.A. (Spain)1		73,750		446,787
Koninklijke Ahold N.V. (Netherlands)1		16,310		207,699
Tesco plc (United Kingdom)1		229,210		1,186,041
				2,836,417
Food Products - 3.35%
Alliance Grain Traders, Inc. (Canada)		8,520		117,723
Barry Callebaut AG (Switzerland)1		500		477,534
Biostime International Holdings Ltd. (China)1		49,000		125,341
BRF - Brasil Foods S.A. (Brazil)		22,850		415,700
Cal-Maine Foods, Inc.		3,410		147,073
Charoen Pokphand Foods PCL (Thailand)1		587,970		674,339
Danone S.A. (France)1		17,500		1,076,373
Flowers Foods, Inc.		11,340		223,285
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		188,350		438,294
Kraft Foods Group, Inc.*		114,300		5,198,364
M Dias Branco S.A. (Brazil)		6,800		228,335
Mondelez International, Inc. - Class A		342,900		9,100,566
Nestle S.A. (Switzerland)1		176,920		11,232,338
Sanderson Farms, Inc.		3,290		149,004
Tyson Foods, Inc. - Class A		8,600		144,566
Unilever plc - ADR (United Kingdom)		400,575		14,937,442
Universal Robina Corp. (Philippines)1		213,620		372,537
				45,058,814
Household Products - 0.08%
Reckitt Benckiser Group plc (United Kingdom)1		18,500		1,120,817
Personal Products - 0.04%
Beiersdorf AG (Germany)1		3,130		227,706
Kao Corp. (Japan)1		3,000		84,275

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

90

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Personal Products (continued)
Natura Cosmeticos S.A. (Brazil)		5,100	$	135,972
				447,953
Tobacco - 0.02%
Gudang Garam Tbk PT (Indonesia)1		51,000		260,067
Total Consumer Staples				53,127,619
Energy - 7.26%
Energy Equipment & Services - 2.60%
Baker Hughes, Inc.		249,510		10,471,935
Bourbon S.A. (France)1		2,640		71,277
Calfrac Well Services Ltd. (Canada)		13,400		307,378
CARBO Ceramics, Inc.		3,220		238,119
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		11,088		360,967
Gulfmark Offshore, Inc. - Class A*		3,640		117,645
Hornbeck Offshore Services, Inc.*		3,250		112,580
ION Geophysical Corp.*		31,400		202,844
Key Energy Services, Inc.*		15,990		104,575
National Oilwell Varco, Inc.		1,710		126,027
Petroleum Geo-Services ASA (Norway)1		19,000		328,311
Poseidon Concepts Corp. (Canada)		15,830		234,102
Schlumberger Ltd.		180,880		12,576,586
Trican Well Service Ltd. (Canada)		50,350		600,923
Weatherford International Ltd. - ADR*		807,920		9,129,496
				34,982,765
Oil, Gas & Consumable Fuels - 4.66%
Apache Corp.		47,250		3,909,938
Cameco Corp. (Canada)		23,120		447,372
Cloud Peak Energy, Inc.*		16,420		346,462
Encana Corp. (Canada)		24,860		560,593
EOG Resources, Inc.		41,490		4,833,170
Hess Corp.		686,290		35,865,515
Pacific Rubiales Energy Corp. (Colombia)		17,080		401,711
Paladin Energy Ltd. (Australia)*2		187,520		221,551
Petroleo Brasileiro S.A. - ADR (Brazil)		354,170		7,271,110
Range Resources Corp.		105,730		6,910,513
Royal Dutch Shell plc - Class B (Netherlands)1		9,249		327,162
Royal Dutch Shell plc - Class B - ADR (Netherlands)		9,190		649,090
Statoil ASA (Norway)1		14,880		366,479
Talisman Energy, Inc. (Canada)		47,460		537,920
				62,648,586
Total Energy				97,631,351

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

91

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Financials - 6.97%
Capital Markets - 0.05%
Deutsche Bank AG (Germany)1		14,080	$	641,356
Commercial Banks - 0.56%
Barclays plc (United Kingdom)1		131,600		486,626
BNP Paribas S.A. (France)1		13,100		660,826
CIT Group, Inc.*		18,790		699,364
Hong Leong Financial Group Berhad (Malaysia)1		153,070		646,992
HSBC Holdings plc (United Kingdom)1		40,950		403,741
HSBC Holdings plc - ADR (United Kingdom)		31,510		1,555,334
ICICI Bank Ltd. - ADR (India)		25,550		1,002,837
Standard Chartered plc (United Kingdom)1		34,833		824,732
Wells Fargo & Co.		38,900		1,310,541
				7,590,993
Consumer Finance - 1.88%
American Express Co.		155,620		8,710,051
Discover Financial Services		405,940		16,643,540
				25,353,591
Diversified Financial Services - 1.21%
CME Group, Inc.		18,500		1,034,705
Deutsche Boerse AG (Germany)1		9,050		490,379
Hankook Tire Worldwide Co. Ltd. (South Korea)1		3,323		42,890
JPMorgan Chase & Co.		38,890		1,620,935
JSE Ltd. (South Africa)1		224,300		1,819,358
MarketAxess Holdings, Inc.		46,060		1,438,914
Moody’s Corp.		203,120		9,782,259
				16,229,440
Insurance - 0.44%
Admiral Group plc (United Kingdom)1		70,280		1,259,395
Allianz SE (Germany)1		9,660		1,200,011
AXA S.A. (France)1		4,550		72,521
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		132,200		1,167,705
Mapfre S.A. (Spain)1		282,140		782,662
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,955		636,370
Zurich Insurance Group AG (Switzerland)1		3,310		815,980
				5,934,644
Real Estate Investment Trusts (REITS) - 2.74%
Agree Realty Corp.		8,100		204,444
Alexandria Real Estate Equities, Inc.		32,410		2,282,636
Alstria Office REIT AG (Germany)1		53,410		645,057
American Assets Trust, Inc.		13,520		367,338
American Campus Communities, Inc.		16,140		731,303

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

92

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Apartment Investment & Management Co. - Class A		14,030	$	374,460
Associated Estates Realty Corp.		33,230		498,118
AvalonBay Communities, Inc.		2,220		300,943
BioMed Realty Trust, Inc.		200,480		3,833,178
Boston Properties, Inc.		9,460		1,005,598
Camden Property Trust		6,960		456,785
CBL & Associates Properties, Inc.		16,700		373,579
Cedar Realty Trust, Inc.		38,840		205,464
Coresite Realty Corp.		25,980		590,525
Corporate Office Properties Trust		139,880		3,490,006
CubeSmart		34,780		456,314
Digital Realty Trust, Inc.		55,420		3,404,451
DuPont Fabros Technology, Inc.		155,780		3,343,039
Education Realty Trust, Inc.		37,860		398,666
Equity Lifestyle Properties, Inc.		5,540		373,008
Equity One, Inc.		19,330		403,997
Equity Residential		4,840		277,864
General Growth Properties, Inc.		31,930		627,744
HCP, Inc.		18,280		809,804
Health Care REIT, Inc.		13,960		829,643
Healthcare Realty Trust, Inc.		10,870		255,336
Healthcare Trust of America, Inc.		6,950		69,500
Home Properties, Inc.		11,420		694,222
Host Hotels & Resorts, Inc.		56,824		821,675
Kimco Realty Corp.		12,840		250,637
Land Securities Group plc (United Kingdom)1		34,670		450,547
LTC Properties, Inc.		7,580		250,216
The Macerich Co.		4,530		258,210
Mack-Cali Realty Corp.		25,420		660,666
Mid-America Apartment Communities, Inc.		9,683		626,587
National Retail Properties, Inc.		9,210		291,773
Pebblebrook Hotel Trust		53,840		1,142,485
Potlatch Corp.		3,550		136,604
Public Storage		2,660		368,756
Realty Income Corp.		7,300		286,671
Simon Property Group, Inc.		9,050		1,377,501
Sovran Self Storage, Inc.		14,860		858,908
Tanger Factory Outlet Centers		7,210		226,899
Taubman Centers, Inc.		3,800		298,490
UDR, Inc.		38,130		925,415
Unibail-Rodamco SE (France)1		1,490		335,599
				36,870,661

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

93

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Management & Development - 0.07%
General Shopping Brasil S.A. (Brazil)*		127,160	$	669,906
Thomas Properties Group, Inc.		51,822		276,729
				946,635
Thrifts & Mortgage Finance - 0.02%
Aareal Bank AG (Germany)*1		11,235		241,587
Total Financials				93,808,907
Health Care - 6.27%
Biotechnology - 0.44%
Green Cross Corp. (South Korea)1		13,120		1,899,706
Incyte Corp. Ltd.*		48,600		775,656
Myriad Genetics, Inc.*		100,520		2,630,608
Protalix BioTherapeutics, Inc.*		118,360		571,679
				5,877,649
Health Care Equipment & Supplies - 1.56%
Abaxis, Inc.*		35,980		1,323,344
Alere, Inc.*		56,400		1,082,880
Becton, Dickinson and Co.		108,520		8,212,794
BioMerieux (France)1		14,810		1,435,145
DexCom, Inc.*		70,555		924,271
HeartWare International, Inc.*		12,170		1,022,037
Insulet Corp.*		89,990		1,908,688
MAKO Surgical Corp.*		47,740		723,261
Mindray Medical International Ltd. - ADR (China)		14,040		477,500
Neogen Corp.*		10,420		445,872
Quidel Corp.*		51,390		900,867
Sirona Dental Systems, Inc.*		18,580		1,063,891
Straumann Holding AG (Switzerland)1		4,169		513,719
Thoratec Corp.*		27,720		989,604
				21,023,873
Health Care Providers & Services - 0.76%
HMS Holdings Corp.*		24,360		562,472
Life Healthcare Group Holdings Ltd. (South Africa)1		27,120		102,573
Odontoprev S.A. (Brazil)		159,630		825,246
Qualicorp S.A. (Brazil)*		116,760		1,198,040
Sonic Healthcare Ltd. (Australia)1		107,490		1,449,504
Universal Health Services, Inc. - Class B		145,170		6,008,586
				10,146,421
Health Care Technology - 1.25%
Cerner Corp.*		200,336		15,263,600
Computer Programs & Systems, Inc.		15,140		738,983

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

94

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Technology (continued)
Greenway Medical Technologies, Inc.*		50,580	$	839,122
				16,841,705
Life Sciences Tools & Services - 0.72%
Gerresheimer AG (Germany)1		10,290		510,749
Lonza Group AG (Switzerland)1		10,170		515,804
Luminex Corp.*		74,800		1,202,784
QIAGEN N.V. (Netherlands)*1		15,390		268,109
QIAGEN N.V. - ADR (Netherlands)*		330,501		5,767,242
WuXi PharmaTech Cayman, Inc. - ADR (China)*		102,470		1,454,049
				9,718,737
Pharmaceuticals - 1.54%
AstraZeneca plc (United Kingdom)1		2,540		117,793
AstraZeneca plc - ADR (United Kingdom)		16,540		767,456
Bayer AG (Germany)1		13,685		1,193,231
GlaxoSmithKline plc (United Kingdom)1		16,925		379,249
Novo Nordisk A/S - Class B (Denmark)1		100,560		16,121,328
Santen Pharmaceutical Co. Ltd. (Japan)1		3,700		162,080
Shire plc (Ireland)1		21,165		595,155
Takeda Pharmaceutical Co. Ltd. (Japan)1		3,000		139,443
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		9,790		395,712
UCB S.A. (Belgium)1		15,270		891,879
				20,763,326
Total Health Care				84,371,711
Industrials - 4.75%
Airlines - 1.58%
Copa Holdings S.A. - ADR - Class A (Panama)		6,400		594,048
Deutsche Lufthansa AG (Germany)1		19,235		294,276
Ryanair Holdings plc - ADR (Ireland)*		28,480		918,480
Southwest Airlines Co.		2,020,795		17,823,412
Spirit Airlines, Inc.*		39,000		684,450
US Airways Group, Inc.*		75,050		914,109
				21,228,775
Building Products - 0.01%
A.O. Smith Corp.		2,400		145,848
Commercial Services & Supplies - 0.14%
Edenred (France)1		42,080		1,217,751
Interface, Inc.		6,620		94,732
Tomra Systems ASA (Norway)1		65,630		539,167
				1,851,650

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

95

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Construction & Engineering - 0.02%
MYR Group, Inc.*		10,100	$	213,918
Electrical Equipment - 0.19%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		20,120		363,367
Alstom S.A. (France)1		21,220		725,357
Nexans S.A. (France)1		3,200		136,261
Polypore International, Inc.*		23,390		825,199
Prysmian S.p.A. (Italy)1		7,280		140,364
Schneider Electric S.A. (France)1		5,520		345,631
				2,536,179
Industrial Conglomerates - 0.13%
Siemens AG (Germany)1		17,400		1,753,196
Machinery - 1.06%
AGCO Corp.*		5,970		271,694
Astec Industries, Inc.*		3,280		94,464
Deere & Co.		2,800		239,232
FANUC Corp. (Japan)1		7,000		1,115,211
Graham Corp.		10,590		190,302
Pall Corp.		150,460		9,472,962
Pentair Ltd. - ADR		8,300		350,592
Titan International, Inc.		13,680		287,006
Trinity Industries, Inc.		7,500		234,600
Turk Traktor ve Ziraat Makineleri AS (Turkey)1		25,900		566,561
Wabash National Corp.*		82,350		519,629
Westport Innovations, Inc. - ADR (Canada)*		32,240		904,654
				14,246,907
Marine - 0.05%
Baltic Trading Ltd.		15,120		51,559
D/S Norden A/S (Denmark)1		8,840		233,146
Diana Shipping, Inc. - ADR (Greece)*		6,580		47,376
Mitsui OSK Lines Ltd. (Japan)1		20,000		47,939
Nippon Yusen Kabushiki Kaisha (Japan)1		36,000		68,621
Pacific Basin Shipping Ltd. (Hong Kong)1,3		120,000		64,047
Sinotrans Shipping Ltd. (China)1		964,500		235,780
				748,468
Professional Services - 0.85%
Adecco S.A. (Switzerland)1		130,540		6,330,202
ALS Ltd. (Australia)1		25,990		249,493
Experian plc (United Kingdom)1		27,980		484,085
Manpower, Inc.		117,380		4,453,397
				11,517,177

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

96

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Road & Rail - 0.53%
Norfolk Southern Corp.		116,380	$	7,139,913
Trading Companies & Distributors - 0.07%
Brenntag AG (Germany)1		790		99,681
Fastenal Co.		4,470		199,809
Mills Estruturas e Servicos de Engenharia S.A. (Brazil)		32,600		499,822
MSC Industrial Direct Co., Inc. - Class A		1,430		106,678
				905,990
Transportation Infrastructure - 0.12%
Groupe Eurotunnel S.A. (France)1		86,400		657,972
Malaysia Airports Holdings Berhad (Malaysia)1		520,010		991,877
				1,649,849
Total Industrials				63,937,870
Information Technology - 11.72%
Communications Equipment - 2.72%
Alcatel-Lucent - ADR (France)*		543,850		565,604
Infinera Corp.*		212,150		1,043,778
Juniper Networks, Inc.*		1,194,380		19,790,877
Polycom, Inc.*		74,810		749,596
Qualcomm, Inc.		229,770		13,458,778
Riverbed Technology, Inc.*		56,950		1,051,867
				36,660,500
Computers & Peripherals - 2.08%
Apple, Inc.		2,020		1,202,102
EMC Corp.*		1,082,160		26,426,347
Fusion-io, Inc.*		7,260		171,336
Immersion Corp.*		44,990		194,357
				27,994,142
Electronic Equipment, Instruments & Components - 0.21%
Amphenol Corp. - Class A		11,940		717,952
Hitachi Ltd. (Japan)1		155,200		823,053
Keyence Corp. (Japan)1		1,609		427,171
Rofin-Sinar Technologies, Inc.*		43,760		796,870
				2,765,046
Internet Software & Services - 1.39%
The Active Network, Inc.*		84,350		747,341
Google, Inc. - Class A*		19,970		13,575,007
LinkedIn Corp. - Class A*		8,210		877,895
LogMeIn, Inc.*		13,840		341,571
NHN Corp. (South Korea)1		2,800		647,669

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

97

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Internet Software & Services (continued)
Tencent Holdings Ltd. (China)1		44,600	$	1,568,781
Velti plc - ADR (Ireland)*		136,558		996,873
				18,755,137
IT Services - 2.92%
Amdocs Ltd. - ADR		43,120		1,425,978
Cap Gemini S.A. (France)1		43,850		1,844,691
Cielo S.A. (Brazil)		16,200		400,803
Euronet Worldwide, Inc.*		77,370		1,569,837
InterXion Holding NV - ADR (Netherlands)*		3,040		64,965
MasterCard, Inc. - Class A		31,580		14,556,169
Sapient Corp.*		22,940		235,823
VeriFone Systems, Inc.*		302,740		8,973,214
The Western Union Co.		718,480		9,124,696
Wirecard AG (Germany)1		47,000		1,076,420
				39,272,596
Semiconductors & Semiconductor Equipment - 0.14%
Samsung Electronics Co. Ltd. (South Korea)1		770		924,029
Sumco Corp. (Japan)*1		61,500		421,803
Tokyo Electron Ltd. (Japan)1		12,000		540,364
				1,886,196
Software - 2.26%
Autodesk, Inc.*		426,180		13,569,571
Aveva Group plc (United Kingdom)1		15,390		495,239
Electronic Arts, Inc.*		1,142,260		14,106,911
RealPage, Inc.*		48,360		1,055,699
SAP AG (Germany)1		16,750		1,221,454
				30,448,874
Total Information Technology				157,782,491
Materials - 3.84%
Chemicals - 3.03%
Air Products & Chemicals, Inc.		78,610		6,094,633
BASF SE (Germany)1		9,190		762,310
Calgon Carbon Corp.*		14,620		181,142
Flotek Industries, Inc.*		13,180		146,430
Johnson Matthey plc (United Kingdom)1		15,532		565,189
Linde AG (Germany)1		6,790		1,142,633
Monsanto Co.		282,160		24,285,511
Shin-Etsu Chemical Co. Ltd. (Japan)1		3,100		175,036
Syngenta AG (Switzerland)1		18,360		7,158,372

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

98

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Materials (continued)
Chemicals (continued)
Yingde Gases (Hong Kong)1		252,000	$	238,576
				40,749,832
Construction Materials - 0.04%
CRH plc (Ireland)1		14,240		265,646
Holcim Ltd. (Switzerland)1		3,450		235,450
				501,096
Metals & Mining - 0.77%
Alcoa, Inc.		1,094,490		9,379,779
Alumina Ltd. (Australia)1		282,210		281,710
Impala Platinum Holdings Ltd. (South Africa)1		13,980		252,051
Norsk Hydro ASA (Norway)1		24,980		112,461
Umicore S.A. (Belgium)1		8,190		420,868
				10,446,869
Total Materials				51,697,797
Telecommunication Services - 1.27%
Diversified Telecommunication Services - 1.18%
Swisscom AG - ADR (Switzerland)4		9,800		407,092
Telefonica S.A. - ADR (Spain)		51,840		681,178
Telenor ASA (Norway)1		713,370		14,030,647
Telenor ASA - ADR (Norway)4		12,530		737,391
				15,856,308
Wireless Telecommunication Services - 0.09%
MTN Group Ltd. (South Africa)1		13,620		246,106
SK Telecom Co. Ltd. - ADR (South Korea)		63,500		992,505
				1,238,611
Total Telecommunication Services				17,094,919
Utilities - 0.08%
Independent Power Producers & Energy Traders - 0.02%
Dynegy, Inc.*		14,590		272,833
Multi-Utilities - 0.03%
GDF Suez (France)1		4,147		95,183
National Grid plc (United Kingdom)1		22,535		257,004
				352,187
Water Utilities - 0.03%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		19,030		449,176
Total Utilities				1,074,196
TOTAL COMMON STOCKS (Identified Cost $706,618,269)				755,463,159

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

99

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	SHARES/ PRINCIPAL   AMOUNT		VALUE (NOTE 2)
PREFERRED STOCKS - 0.33%
Financials - 0.33%
Commercial Banks - 0.24%
BB&T Corp., Series D (non-cumulative), 5.85%		43,910	$	1,151,759
PNC Financial Services Group, Inc., Series Q (non-cumulative), 5.375%5		48,600		1,221,804
U.S. Bancorp., Series F (non-cumulative), 6.50%5		30,400		898,928
				3,272,491
Real Estate Investment Trusts (REITS) - 0.09%
Public Storage, Series Q, 6.50%		39,780		1,124,581
Total Financials				4,397,072
TOTAL PREFERRED STOCKS
(Identified Cost $4,067,250)				4,397,072
CORPORATE BONDS - 18.49%
Convertible Corporate Bonds - 0.23%
Financials - 0.08%
Real Estate Investment Trusts (REITS) - 0.08%
BioMed Realty LP6 , 3.75%, 1/15/2030	$	850,000		1,005,125
Health Care - 0.03%
Health Care Equipment & Supplies - 0.03%
Alere, Inc., 3.00%, 5/15/2016		330,000		311,437
Medtronic, Inc., 1.625%, 4/15/2013		140,000		140,788
Total Health Care				452,225
Information Technology - 0.04%
Computers & Peripherals - 0.04%
EMC Corp., 1.75%, 12/1/2013		335,000		519,878
Materials - 0.08%
Containers & Packaging - 0.08%
Owens-Brockway Glass Container, Inc.6 , 3.00%, 6/1/2015		1,145,000		1,127,109
Total Convertible Corporate Bonds
(Identified Cost $2,959,013)				3,104,337
Non-Convertible Corporate Bonds - 18.26%
Consumer Discretionary - 1.83%
Auto Components - 0.07%
Exide Technologies, 8.625%, 2/1/2018		390,000		316,388
UCI International, Inc., 8.625%, 2/15/2019		570,000		565,013
				881,401
Hotels, Restaurants & Leisure - 0.22%
Choice Hotels International, Inc., 5.70%, 8/28/2020		366,000		396,195
International Game Technology, 7.50%, 6/15/2019		1,290,000		1,541,169

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

100

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL     AMOUNT		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Hotels, Restaurants & Leisure (continued)
Yum! Brands, Inc., 3.875%, 11/1/2020	$	980,000	$	1,061,075
				2,998,439
Household Durables - 0.17%
Taylor Morrison Communities, Inc. - Monarch Communities, Inc.6 , 7.75%, 4/15/2020		630,000		670,950
Tupperware Brands Corp., 4.75%, 6/1/2021		1,500,000		1,615,740
				2,286,690
Media - 0.73%
Cablevision Systems Corp., 8.625%, 9/15/2017		540,000		630,450
DIRECTV Holdings LLC - DIRECTV Financing Co., Inc., 5.20%, 3/15/2020		1,330,000		1,531,789
Discovery Communications LLC, 5.05%, 6/1/2020		1,350,000		1,588,567
MDC Partners, Inc. (Canada), 11.00%, 11/1/2016		560,000		610,400
Nara Cable Funding Ltd. (Spain)6 , 8.875%, 12/1/2018		695,000		656,775
NBCUniversal Media LLC, 5.15%, 4/30/2020		2,055,000		2,460,967
Sirius XM Radio, Inc.6 , 8.75%, 4/1/2015		495,000		561,825
Time Warner, Inc., 4.75%, 3/29/2021		1,480,000		1,730,127
				9,770,900
Multiline Retail - 0.08%
Target Corp., 6.00%, 1/15/2018		845,000		1,044,561
Specialty Retail - 0.44%
Advance Auto Parts, Inc., 4.50%, 1/15/2022		2,000,000		2,159,458
Dufry Finance SCA (Switzerland)6 , 5.50%, 10/15/2020		525,000		534,187
The Home Depot, Inc., 5.40%, 3/1/2016		1,220,000		1,405,131
Lowe’s Companies, Inc., 6.10%, 9/15/2017		850,000		1,040,902
Rent-A-Center, Inc., 6.625%, 11/15/2020		775,000		837,969
				5,977,647
Textiles, Apparel & Luxury Goods - 0.12%
Jones Group, Inc. - Apparel Group Holdings - Apparel Group USA - Footwear Accessories Retail, 6.875%, 3/15/2019		545,000		564,075
VF Corp., 5.95%, 11/1/2017		880,000		1,045,871
				1,609,946
Total Consumer Discretionary				24,569,584
Consumer Staples - 0.31%
Beverages - 0.09%
Beam, Inc., 5.375%, 1/15/2016		229,000		257,987
Constellation Brands, Inc., 7.25%, 9/1/2016		575,000		664,125
PepsiCo, Inc., 7.90%, 11/1/2018		163,000		222,259
				1,144,371

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

101

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL   AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Staples (continued)
Food & Staples Retailing - 0.04%
Shearer’s Escrow Corp.6 , 9.00%, 11/1/2019	$	545,000	$	559,306
Food Products - 0.18%
C&S Group Enterprises LLC6 , 8.375%, 5/1/2017		615,000		648,056
Kraft Foods Group, Inc.6 , 6.125%, 8/23/2018		662,000		820,439
Minerva Luxembourg S.A. (Brazil)6 , 12.25%, 2/10/2022		575,000		684,250
Mondelez International, Inc., 6.125%, 2/1/2018		233,000		287,291
				2,440,036
Total Consumer Staples				4,143,713
Energy - 1.25%
Energy Equipment & Services - 0.51%
Baker Hughes, Inc., 7.50%, 11/15/2018		805,000		1,077,698
Calfrac Holdings LP (Canada)6 , 7.50%, 12/1/2020		1,140,000		1,128,600
Global Geophysical Services, Inc., 10.50%, 5/1/2017		335,000		316,575
Schlumberger Oilfield plc6 , 4.20%, 1/15/2021		400,000		455,302
SESI LLC, 6.375%, 5/1/2019		600,000		642,000
Shelf Drilling Holdings Ltd. (United Arab Emirates)6 , 8.625%, 11/1/2018		545,000		547,725
Sidewinder Drilling, Inc.6 , 9.75%, 11/15/2019		545,000		547,725
Thermon Industries, Inc., 9.50%, 5/1/2017		490,000		543,900
Weatherford International Ltd., 9.625%, 3/1/2019		1,245,000		1,649,392
				6,908,917
Oil, Gas & Consumable Fuels - 0.74%
Anadarko Petroleum Corp., 5.95%, 9/15/2016		1,690,000		1,963,124
Carrizo Oil & Gas, Inc., 7.50%, 9/15/2020		560,000		571,200
Chesapeake Oilfield Operating LLC - Chesapeake Oilfield Finance, Inc.6 , 6.625%, 11/15/2019		1,145,000		1,090,613
CVR Refining LLC - Coffeyville Finance, Inc.6 , 6.50%, 11/1/2022		555,000		543,900
Drill Rigs Holdings, Inc.6 , 6.50%, 10/1/2017		455,000		452,725
EOG Resources, Inc., 2.625%, 3/15/2023		1,035,000		1,059,485
EPL Oil & Gas, Inc.6 , 8.25%, 2/15/2018		660,000		653,400
EV Energy Partners LP - EV Energy Finance Corp., 8.00%, 4/15/2019		670,000		705,175
Gulfport Energy Corp.6 , 7.75%, 11/1/2020		835,000		818,300
PBF Holding Co. LLC - PBF Finance Corp.6 , 8.25%, 2/15/2020		525,000		551,250
Shell International Finance B.V. (Netherlands), 4.30%, 9/22/2019		910,000		1,074,810
Targa Resources Partners LP - Targa Resources Partners Finance Corp., 8.25%, 7/1/2016		465,000		483,600
				9,967,582
Total Energy				16,876,499

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

102

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL   AMOUNT		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials - 8.75%
Capital Markets - 1.99%
BNP Paribas Home Loan Covered Bonds S.A. (France)6 , 2.20%, 11/2/2015	$	5,370,000	$	5,538,081
Credit Suisse AG (Switzerland)6 , 2.60%, 5/27/2016		2,995,000		3,149,845
GFI Group, Inc., 8.625%, 7/19/2018		650,000		542,750
Goldman Sachs Capital II7 , 4.00%, 6/1/2043		2,005,000		1,584,752
The Goldman Sachs Group, Inc., 6.15%, 4/1/2018		885,000		1,036,370
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		3,290,000		3,719,927
Innovation Ventures LLC - Innovation Ventures Finance Corp.6 , 9.50%, 8/15/2019		335,000		320,344
Jefferies Group, Inc., 8.50%, 7/15/2019		2,465,000		2,884,050
Morgan Stanley, 5.55%, 4/27/2017		1,210,000		1,345,076
Morgan Stanley, 7.30%, 5/13/2019		1,355,000		1,630,496
Morgan Stanley, 5.75%, 1/25/2021		1,900,000		2,125,817
Morgan Stanley, 5.50%, 7/28/2021		2,670,000		2,967,505
				26,845,013
Commercial Banks - 3.19%
Bank of Montreal (Canada)6 , 1.30%, 10/31/2014		2,285,000		2,324,759
Bank of Montreal (Canada)6 , 2.625%, 1/25/2016		1,845,000		1,961,420
Bank of Nova Scotia (Canada)6 , 1.45%, 7/26/2013		2,150,000		2,167,200
Bank of Nova Scotia (Canada)6 , 1.65%, 10/29/2015		5,370,000		5,535,933
Barclays Bank plc (United Kingdom)6 , 2.50%, 9/21/2015		5,370,000		5,594,794
Canadian Imperial Bank of Commerce (Canada)6 , 1.50%, 12/12/2014		1,640,000		1,676,080
KeyBank National Association, 5.45%, 3/3/2016		1,310,000		1,475,973
Manufacturers & Traders Trust Co., 6.625%, 12/4/2017		1,830,000		2,210,836
National Bank of Canada (Canada)6 , 2.20%, 10/19/2016		3,120,000		3,290,664
National City Corp., 6.875%, 5/15/2019		1,465,000		1,815,337
PNC Bank National Association, 5.25%, 1/15/2017		1,035,000		1,184,696
Royal Bank of Canada (Canada)6 , 3.125%, 4/14/2015		4,725,000		5,016,060
Royal Bank of Canada (Canada), 1.20%, 9/19/2017		1,390,000		1,396,811
Santander Holdings USA, Inc., 4.625%, 4/19/2016		265,000		277,029
The Toronto-Dominion Bank (Canada)6 , 2.20%, 7/29/2015		5,370,000		5,607,891
Wachovia Corp., 5.25%, 8/1/2014		1,270,000		1,363,138
				42,898,621
Consumer Finance - 0.58%
American Express Co., 8.125%, 5/20/2019		3,825,000		5,174,827
American Express Co.7 , 6.80%, 9/1/2066		930,000		1,010,213
Credit Acceptance Corp., 9.125%, 2/1/2017		770,000		845,075
General Motors Financial Co., Inc.6 , 4.75%, 8/15/2017		845,000		865,110
				7,895,225
Diversified Financial Services - 1.14%
Bank of America Corp., 5.75%, 8/15/2016		685,000		758,616
Citigroup, Inc., 8.50%, 5/22/2019		3,538,000		4,717,661

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

103

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL     AMOUNT		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Diversified Financial Services (continued)
CME Group, Inc., 3.00%, 9/15/2022	$	2,300,000	$	2,362,146
CNG Holdings, Inc.6 , 9.375%, 5/15/2020		630,000		648,900
CNH Capital LLC (Netherlands)6 , 6.25%, 11/1/2016		520,000		561,600
JPMorgan Chase & Co., 6.30%, 4/23/2019		860,000		1,060,595
JPMorgan Chase & Co., 4.95%, 3/25/2020		3,130,000		3,595,184
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.6 , 7.375%, 10/1/2017		540,000		546,750
SPL Logistics Escrow LLC - SPL Logistics Finance Corp.6 , 8.875%, 8/1/2020		1,005,000		1,067,813
				15,319,265
Insurance - 0.84%
American International Group, Inc., 4.25%, 5/15/2013		1,245,000		1,267,588
American International Group, Inc., 4.875%, 6/1/2022		2,150,000		2,424,817
Fidelity National Financial, Inc., 6.60%, 5/15/2017		2,025,000		2,277,153
Genworth Financial, Inc., 7.625%, 9/24/2021		2,170,000		2,282,389
Hartford Financial Services Group, Inc., 5.125%, 4/15/2022		2,260,000		2,573,415
Hub International Ltd.6 , 8.125%, 10/15/2018		455,000		467,513
				11,292,875
Real Estate Investment Trusts (REITS) - 1.01%
BioMed Realty LP, 3.85%, 4/15/2016		1,145,000		1,205,545
Boston Properties LP, 5.875%, 10/15/2019		1,255,000		1,506,989
Camden Property Trust, 5.70%, 5/15/2017		980,000		1,135,520
Digital Realty Trust LP, 5.25%, 3/15/2021		1,870,000		2,114,626
HCP, Inc., 6.70%, 1/30/2018		1,270,000		1,532,626
Health Care REIT, Inc., 6.20%, 6/1/2016		1,240,000		1,422,594
Mack-Cali Realty LP, 7.75%, 8/15/2019		755,000		940,043
Simon Property Group LP, 10.35%, 4/1/2019		1,035,000		1,491,322
UDR, Inc., 4.625%, 1/10/2022		1,980,000		2,208,076
				13,557,341
Total Financials				117,808,340
Health Care - 0.84%
Health Care Equipment & Supplies - 0.26%
CR Bard, Inc., 4.40%, 1/15/2021		925,000		1,066,609
Fresenius Medical Care US Finance, Inc. (Germany), 6.875%, 7/15/2017		685,000		786,037
Fresenius Medical Care US Finance, Inc. (Germany)6 , 6.50%, 9/15/2018		290,000		324,800
Fresenius US Finance II, Inc. (Germany)6 , 9.00%, 7/15/2015		720,000		826,200
Hologic, Inc.6 , 6.25%, 8/1/2020		520,000		551,200
				3,554,846
Health Care Providers & Services - 0.35%
CHS - Community Health Systems, Inc., 7.125%, 7/15/2020		645,000		682,087

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

104

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED 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., 6.375%, 1/15/2015	$	575,000	$	618,125
HCA, Inc., 6.50%, 2/15/2020		195,000		215,475
Health Management Associates, Inc., 6.125%, 4/15/2016		745,000		812,050
STHI Holding Corp.6 , 8.00%, 3/15/2018		635,000		679,450
UnitedHealth Group, Inc., 4.70%, 2/15/2021		1,460,000		1,699,256
				4,706,443
Life Sciences Tools & Services - 0.07%
Thermo Fisher Scientific, Inc., 4.50%, 3/1/2021		850,000		974,514
Pharmaceuticals - 0.16%
Novartis Securities Investment Ltd. (Switzerland), 5.125%, 2/10/2019		1,245,000		1,500,984
Valeant Pharmaceuticals International (Canada)6 , 6.75%, 8/15/2021		550,000		584,375
				2,085,359
Total Health Care				11,321,162
Industrials - 2.07%
Aerospace & Defense - 0.24%
The Boeing Co., 6.00%, 3/15/2019		980,000		1,241,413
Ducommun, Inc., 9.75%, 7/15/2018		815,000		861,863
Textron, Inc., 7.25%, 10/1/2019		940,000		1,136,196
				3,239,472
Air Freight & Logistics - 0.16%
Aguila 3 S.A. (Luxembourg)6 , 7.875%, 1/31/2018		1,025,000		1,083,937
FedEx Corp., 8.00%, 1/15/2019		785,000		1,042,664
				2,126,601
Airlines - 0.34%
Continental Airlines, Inc.6 , 6.75%, 9/15/2015		805,000		842,231
Delta Air Lines Pass-Through Trust, Series 2010-1, Class B, 6.375%, 1/2/2016		545,000		561,350
Delta Air Lines Pass-Through Trust, Series 2010-2, Class B, 6.75%, 11/23/2015		290,000		301,600
Southwest Airlines Co., 5.25%, 10/1/2014		945,000		1,010,666
Southwest Airlines Co., 5.75%, 12/15/2016		1,580,000		1,794,946
				4,510,793
Building Products - 0.13%
Building Materials Corp. of America6 , 7.50%, 3/15/2020		570,000		619,875
Owens Corning, 9.00%, 6/15/2019		830,000		1,055,865
				1,675,740
Commercial Services & Supplies - 0.24%
Clean Harbors, Inc.6 , 5.25%, 8/1/2020		610,000		625,250
Garda World Security Corp. (Canada)6 , 9.75%, 3/15/2017		540,000		570,375
International Lease Finance Corp., 5.625%, 9/20/2013		650,000		668,688

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

105

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL     AMOUNT		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Commercial Services & Supplies (continued)
Waste Management, Inc., 7.375%, 3/11/2019	$	1,110,000	$	1,415,666
				3,279,979
Industrial Conglomerates - 0.42%
General Electric Capital Corp., 5.625%, 5/1/2018		460,000		546,405
General Electric Capital Corp., 5.50%, 1/8/2020		4,020,000		4,782,494
Tyco Electronics Group S.A. (Switzerland), 4.875%, 1/15/2021		325,000		365,048
				5,693,947
Machinery - 0.37%
Caterpillar Financial Services Corp., 7.05%, 10/1/2018		815,000		1,060,856
Dynacast International LLC - Dynacast Finance, Inc., 9.25%, 7/15/2019		805,000		845,250
John Deere Capital Corp., 5.50%, 4/13/2017		275,000		325,115
John Deere Capital Corp., 5.75%, 9/10/2018		1,295,000		1,608,949
Kennametal, Inc., 3.875%, 2/15/2022		1,075,000		1,133,568
				4,973,738
Marine - 0.06%
Navios Maritime Holdings, Inc. - Navios Maritime Finance US, Inc., 8.875%, 11/1/2017		815,000		835,375
Road & Rail - 0.11%
JB Hunt Transport Services, Inc., 3.375%, 9/15/2015		515,000		529,082
Union Pacific Corp., 5.65%, 5/1/2017		810,000		958,685
				1,487,767
Total Industrials				27,823,412
Information Technology - 0.46%
Communications Equipment - 0.08%
Hughes Satellite Systems Corp., 6.50%, 6/15/2019		515,000		551,050
ViaSat, Inc., 6.875%, 6/15/2020		565,000		590,425
				1,141,475
Electronic Equipment, Instruments & Components - 0.18%
Amphenol Corp., 4.00%, 2/1/2022		575,000		604,436
Corning, Inc., 6.625%, 5/15/2019		1,000,000		1,254,827
CPI International, Inc., 8.00%, 2/15/2018		595,000		568,225
				2,427,488
IT Services - 0.12%
The Western Union Co., 5.253%, 4/1/2020		1,350,000		1,569,474
Semiconductors & Semiconductor Equipment - 0.04%
Advanced Micro Devices, Inc.6 , 7.50%, 8/15/2022		590,000		469,050

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

106

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL   AMOUNT		VALUE   (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Information Technology (continued)
Software - 0.04%
Nuance Communications, Inc.6 , 5.375%, 8/15/2020	$	545,000	$	555,900
Total Information Technology				6,163,387
Materials - 1.61%
Chemicals - 0.29%
E.I. du Pont de Nemours & Co., 6.00%, 7/15/2018		855,000		1,068,729
Eastman Chemical Co., 3.60%, 8/15/2022		1,105,000		1,169,299
Nufarm Australia Ltd. (Australia)6 , 6.375%, 10/15/2019		1,085,000		1,112,125
Taminco Global Chemical Corp. (Belgium)6 , 9.75%, 3/31/2020		515,000		558,775
				3,908,928
Containers & Packaging - 0.07%
Reynolds Group Issuer, Inc. - Reynolds Group Issuer LLC - Reynolds Group Issuer (Luxembourg) S.A. (New Zealand)6 , 5.75%, 10/15/2020		855,000		863,550
Metals & Mining - 1.00%
Alcoa, Inc., 5.72%, 2/23/2019		1,562,000		1,708,755
Allegheny Technologies, Inc., 5.95%, 1/15/2021		1,765,000		1,976,375
ArcelorMittal (Luxembourg), 6.00%, 3/1/2021		1,970,000		1,902,133
BHP Billiton Finance (USA) Ltd. (Australia), 6.50%, 4/1/2019		830,000		1,066,970
Calcipar S.A. (Luxembourg)6 , 6.875%, 5/1/2018		630,000		631,575
Cliffs Natural Resources, Inc., 4.80%, 10/1/2020		1,165,000		1,150,931
FMG Resources August 2006 Pty. Ltd. (Australia)6 , 6.875%, 2/1/2018		570,000		551,475
Freeport-McMoRan Copper & Gold, Inc., 3.55%, 3/1/2022		1,200,000		1,221,838
Rio Tinto Finance USA Ltd. (United Kingdom), 3.75%, 9/20/2021		1,460,000		1,581,909
Shale-Inland Holdings LLC - Shale-Inland Finance Corp.4,6 , 8.75%, 11/15/2019		545,000		539,550
Teck Resources Ltd. (Canada), 3.00%, 3/1/2019		1,090,000		1,108,926
				13,440,437
Paper & Forest Products - 0.25%
International Paper Co., 7.50%, 8/15/2021		1,210,000		1,606,881
Sappi Papier Holding GmbH (South Africa)6 , 8.375%, 6/15/2019		635,000		669,925
Smurfit Kappa Acquisitions (Ireland)6 , 4.875%, 9/15/2018		1,135,000		1,135,000
				3,411,806
Total Materials				21,624,721
Telecommunication Services - 0.73%
Diversified Telecommunication Services - 0.40%
Inmarsat Finance plc (United Kingdom)6 , 7.375%, 12/1/2017		505,000		544,137
Sable International Finance Ltd. (United Kingdom)6 , 8.75%, 2/1/2020		600,000		684,000
UPCB Finance III Ltd. (Netherlands)6 , 6.625%, 7/1/2020		350,000		374,500
UPCB Finance VI Ltd. (Netherlands)6 , 6.875%, 1/15/2022		650,000		695,500
Verizon Communications, Inc., 8.75%, 11/1/2018		720,000		1,004,629
Virgin Media Finance plc (United Kingdom), 4.875%, 2/15/2022		545,000		550,450

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

107

Investment Portfolio - October 31, 2012

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. (Italy)6 , 7.25%, 2/15/2018	$	815,000	$	794,625
Windstream Corp., 7.50%, 6/1/2022		770,000		816,200
				5,464,041
Wireless Telecommunication Services - 0.33%
Crown Castle Towers LLC6 , 6.113%, 1/15/2020		1,045,000		1,271,418
Crown Castle Towers LLC6 , 4.883%, 8/15/2020		353,000		403,381
NII Capital Corp., 8.875%, 12/15/2019		590,000		495,600
NII Capital Corp., 7.625%, 4/1/2021		375,000		296,250
SBA Tower Trust6 , 5.101%, 4/17/2017		575,000		638,709
SBA Tower Trust6 , 2.933%, 12/15/2017		1,285,000		1,318,387
				4,423,745
Total Telecommunication Services				9,887,786
Utilities - 0.41%
Electric Utilities - 0.40%
Allegheny Energy Supply Co. LLC6 , 5.75%, 10/15/2019		1,660,000		1,836,068
Exelon Generation Co. LLC, 5.20%, 10/1/2019		815,000		937,794
Southwestern Electric Power Co., 6.45%, 1/15/2019		880,000		1,073,432
System Energy Resources, Inc., 4.10%, 4/1/2023		1,560,000		1,581,608
				5,428,902
Multi-Utilities - 0.01%
CenterPoint Energy Resources Corp., Series B, 7.875%, 4/1/2013		135,000		138,797
Total Utilities				5,567,699
Total Non-Convertible Corporate Bonds
(Identified Cost $228,395,555)				245,786,303
TOTAL CORPORATE BONDS
(Identified Cost $231,354,568)				248,890,640
MUTUAL FUNDS - 0.05%
iShares S&P India Nifty 50 Index Fund		13,700		326,882
PowerShares India Portfolio		16,900		301,665
TOTAL MUTUAL FUNDS (Identified Cost $654,978)				628,547
U.S. TREASURY SECURITIES - 3.19%
U.S. Treasury Notes—3.19%
U.S. Treasury Note, 0.25%, 1/31/2014	$	8,000,000		8,001,248
U.S. Treasury Note, 1.00%, 8/31/2016		20,350,000		20,717,256

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

108

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL     AMOUNT		VALUE   (NOTE 2)
U.S. TREASURY SECURITIES (continued)
U.S. Treasury Notes (continued)
U.S. Treasury Note, 2.625%, 4/30/2018	$	13,000,000	$	14,259,375
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $42,323,090)				42,977,879
ASSET-BACKED SECURITIES - 0.21%
FDIC Trust, Series 2011-R1, Class A6 , 2.672%, 7/25/2026		1,573,848		1,610,800
Hertz Vehicle Financing LLC, Series 2009-2A, Class A26 , 5.29%, 3/25/2016		470,000		514,657
Hertz Vehicle Financing LLC, Series 2010-1A, Class A26 , 3.74%, 2/25/2017		700,000		756,835
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $2,743,188)				2,882,292
COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.18%
Americold LLC Trust, Series 2010-ARTA, Class A16 , 3.847%, 1/14/2029		270,495		290,961
Banc of America Commercial Mortgage Trust, Series 2006-2, Class A47 , 5.916%, 5/10/2045		3,155,000		3,636,052
Banc of America Commercial Mortgage Trust, Series 2006-4, Class A4, 5.634%, 7/10/2046		850,000		976,634
Bear Stearns Commercial Mortgage Securities, Series 2005-PWR9, Class A4A, 4.871%, 9/11/2042		2,020,000		2,236,184
Bear Stearns Commercial Mortgage Securities, Series 2006-PW12, Class A47 , 5.894%, 9/11/2038		605,000		694,426
Bear Stearns Commercial Mortgage Securities, Series 2006-PW13, Class A4, 5.54%, 9/11/2041		695,000		801,696
CFCRE Commercial Mortgage Trust, Series 2011-C1, Class A26 , 3.759%, 4/15/2044		420,000		453,935
Citigroup - Deutsche Bank Commercial Mortgage Trust, Series 2005-CD1, Class A47 , 5.219%, 7/15/2044		420,000		469,174
Commercial Mortgage Pass-Through Certificates, Series 2010-C1, Class A16 , 3.156%, 7/10/2046		414,228		437,965
DBUBS Mortgage Trust, Series 2011-LC1A, Class A16 , 3.742%, 11/10/2046		332,892		361,353
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class A2, 2.377%, 5/25/2022 .		1,255,000		1,281,920
Fannie Mae Multifamily REMIC Trust, Series 2012-M13, Class ASQ2, 1.246%, 8/25/2017		1,190,000		1,205,996
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		1,325,000		1,357,697
FREMF Mortgage Trust, Series 2011-K701, Class B6,7 , 4.286%, 7/25/2048		550,000		585,294
FREMF Mortgage Trust, Series 2011-K702, Class B6,7 , 4.77%, 4/25/2044		675,000		739,315
Greenwich Capital Commercial Funding Corp., Series 2006-GG7, Class A47 , 6.064%, 7/10/2038		615,000		712,008
GS Mortgage Securities Corp. II, Series 2010-C2, Class A16 , 3.849%, 12/10/2043		715,904		778,474
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CB13, Class A47 , 5.465%, 1/12/2043		1,605,000		1,777,054
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2005-LDP5, Class A47 , 5.20%, 12/15/2044		325,000		364,283

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

109

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL     AMOUNT		VALUE   (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
JP Morgan Chase Commercial Mortgage Securities Corp., Series 2006-LDP7, Class A47 , 5.868%, 4/15/2045	$	1,460,000	$	1,688,903
LSTAR Commercial Mortgage Trust, Series 2011-1, Class A6 , 3.913%, 6/25/2043		360,866		376,606
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A7 , 5.23%, 9/15/2042		345,000		381,626
Morgan Stanley Capital I Trust, Series 2011-C1, Class A26 , 3.884%, 9/15/2047		765,000		830,784
OBP Depositor LLC Trust, Series 2010-OBP, Class A6 , 4.646%, 7/15/2045		115,000		135,525
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX6 , 4.004%, 9/13/2028		350,000		397,107
Wachovia Bank Commercial Mortgage Trust, Series 2005-C21, Class A47 , 5.24%, 10/15/2044		2,158,629		2,402,276
Wachovia Bank Commercial Mortgage Trust, Series 2006-C26, Class A37 , 6.011%, 6/15/2045		750,000		873,895
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A26 , 4.393%, 11/15/2043		600,000		687,330
Wells Fargo Commercial Mortgage Trust, Series 2012-LC5, Class A3, 2.918%, 10/15/2045		1,720,000		1,788,759
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A26 , 3.791%, 2/15/2044 .		575,000		624,349
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $27,984,491)				29,347,581
FOREIGN GOVERNMENT BONDS - 1.73%
Malaysia Government Bond (Malaysia), 4.262%, 9/15/2016		MYR 3,275,000		1,118,964
Province of British Columbia Canada (Canada), 2.85%, 6/15/2015	$	2,500,000		2,653,500
Province of Manitoba Canada (Canada), 2.625%, 7/15/2015		1,000,000		1,057,000
Province of Manitoba Canada, Series FH (Canada), 4.90%, 12/6/2016		1,400,000		1,633,380
Province of New Brunswick Canada (Canada), 5.20%, 2/21/2017		3,200,000		3,767,040
Province of Nova Scotia Canada (Canada), 5.125%, 1/26/2017		2,000,000		2,345,200
Province of Ontario Canada (Canada), 2.30%, 5/10/2016		5,000,000		5,271,500
Province of Quebec Canada (Canada), 5.125%, 11/14/2016		4,600,000		5,380,160
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $22,594,401)				23,226,744
U.S. GOVERNMENT AGENCIES - 14.86%
Mortgage-Backed Securities - 4.21%
Fannie Mae, Pool #621881, 5.50%, 1/1/2017		650		704
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		1,739,048		1,892,941
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		121,995		132,791
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		153,093		168,248
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		1,113,171		1,211,679
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		195,122		214,437
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		1,899,583		2,067,683
Fannie Mae, Pool #990895, 5.50%, 10/1/2023		150,894		164,247
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		116,576		126,892
Fannie Mae, Pool #888021, 6.00%, 12/1/2036		396,188		440,180

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

110

Investment Portfolio - October 31, 2012

PRO-BLEND® EXTENDED TERM SERIES	PRINCIPAL     AMOUNT		VALUE   (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #909786, 5.50%, 3/1/2037	$	953,939	$	1,046,150
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		109,608		121,779
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		195,201		216,876
Fannie Mae, Pool #AA7681, 4.50%, 6/1/2039		2,452,708		2,646,490
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		645,858		708,289
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		3,002,304		3,239,509
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		3,887,119		4,311,365
Fannie Mae, Pool #AE0951, 4.50%, 2/1/2041		1,870,959		2,018,779
Fannie Mae, Pool #AH9054, 4.50%, 4/1/2041		737,551		799,511
Fannie Mae, Pool #AI2468, 4.50%, 5/1/2041		487,857		528,841
Fannie Mae, Pool #AL0160, 4.50%, 5/1/2041		1,805,196		1,953,461
Fannie Mae, Pool #AJ1415, 4.50%, 9/1/2041		458,804		497,347
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		6,661,614		7,401,310
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		637,477		694,885
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		187,826		206,507
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		136,362		149,925
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		110,184		121,660
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		194,054		218,811
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		84,787		91,892
Freddie Mac, Pool #G03332, 6.00%, 10/1/2037		454,981		500,796
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		918,911		999,982
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		1,261,751		1,388,807
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		1,723,461		1,875,516
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		1,694,679		1,842,605
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038		5,493,267		6,005,211
Freddie Mac, Pool #G05671, 5.50%, 8/1/2038		1,646,446		1,794,792
Freddie Mac, Pool #A86522, 4.50%, 5/1/2039		3,706,902		3,972,654
Freddie Mac, Pool #A89760, 4.50%, 12/1/2039		525,129		562,776
Freddie Mac, Pool #G06021, 5.50%, 1/1/2040		950,186		1,034,018
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		594,174		646,596
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		1,458,965		1,605,881
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		979,170		1,077,771
Total Mortgage-Backed Securities
(Identified Cost $55,503,080)				56,700,594
Other Agencies - 10.65%
Fannie Mae, 0.875%, 8/28/2017		49,000,000		49,204,771
Freddie Mac, 1.00%, 6/29/2017		21,000,000		21,202,776
Freddie Mac, 3.75%, 3/27/2019		37,000,000		42,928,325

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

111

Investment Portfolio - October 31, 2012

	PRINCIPAL           AMOUNT/		VALUE
PRO-BLEND® EXTENDED TERM SERIES	SHARES		(NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Other Agencies (continued)
Freddie Mac, 2.375%, 1/13/2022	$	28,614,000	$	29,987,987
Total Other Agencies
(Identified Cost $140,933,589)				143,323,859
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $196,436,669)				200,024,453
SHORT-TERM INVESTMENT - 2.87%
Dreyfus Cash Management, Inc. - Institutional Shares8 , 0.06%,
(Identified Cost $38,684,593)		38,684,593		38,684,593
TOTAL INVESTMENTS - 100.05%
(Identified Cost $1,273,461,497)				1,346,522,960
LIABILITIES, LESS OTHER ASSETS - (0.05%)				(713,283	)
NET ASSETS - 100%			$	1,345,809,677

ADR - American Depository Receipt

MYR - Malaysian Ringgit

*Non-income producing security

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

²Traded on Canadian exchange.

³Traded on Hong Kong exchange.

⁴Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁵The rate shown is a fixed rate as of October 31, 2012; the rate becomes floating, based on LIBOR plus a spread, in 2022.

⁶Restricted 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 $92,334,950, or 6.86%, of the Series’ net assets as of October 31, 2012 (see Note 2 to the financial statements).

⁷The coupon rate is floating and is the effective rate as of October 31, 2012.

⁸Rate shown is the current yield as of October 31, 2012.

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

112

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

October 31, 2012

ASSETS:
Investments, at value (identified cost $1,273,461,497) (Note 2)	$	1,346,522,960
Cash		15,415,996
Foreign currency (identified cost $1,688)		1,695
Interest receivable		4,180,339
Receivable for securities sold		2,027,892
Receivable for fund shares sold		1,632,437
Foreign tax reclaims receivable		447,249
Dividends receivable		355,543
TOTAL ASSETS		1,370,584,111
LIABILITIES:
Accrued management fees (Note 3)		866,249
Accrued shareholder services fees (Class S) (Note 3)		170,540
Accrued distribution and services (Rule 12b-1) fees (Class C) (Class R) (Note 3)		89,293
Accrued fund accounting and administration fees (Note 3)		61,115
Accrued transfer agent fees (Note 3)		41,836
Accrued Chief Compliance Officer service fees (Note 3)		369
Payable for securities purchased		22,097,815
Payable for fund shares repurchased		1,332,352
Other payables and accrued expenses		114,865
TOTAL LIABILITIES		24,774,434
TOTAL NET ASSETS	$	1,345,809,677
NET ASSETS CONSIST OF:
Capital stock	$	1,014,804
Additional paid-in-capital		1,219,010,888
Undistributed net investment income		5,091,239
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		47,619,688
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		73,073,058
TOTAL NET ASSETS	$	1,345,809,677

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

113

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

October 31, 2012

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($792,803,756/ 49,514,662 shares)	$	16.01
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($429,157,213/ 40,879,788 shares)	$	10.50
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($85,587,804/ 7,769,710 shares)	$	11.02
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($38,260,904/ 3,316,201 shares)	$	11.54

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

114

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

For the Year Ended October 31, 2012

INVESTMENT INCOME:
Interest	$	16,566,104
Dividends (net of foreign taxes withheld, $525,856)		11,770,804
Total Investment Income		28,336,908
EXPENSES:
Management fees (Note 3)		9,364,504
Shareholder services fees (Class S) (Note 3)		1,883,927
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		774,593
Fund accounting and administration fees (Note 3)		239,548
Transfer agent fees (Note 3)		190,735
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		137,898
Directors’ fees (Note 3)		25,951
Chief Compliance Officer service fees (Note 3)		2,496
Custodian fees		113,921
Miscellaneous		343,438
Total Expenses		13,077,011
NET INVESTMENT INCOME		15,259,897
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on - Investments		49,648,390
Foreign currency and translation of other assets and liabilities (net of Brazilian tax of $7,790)		(125,130	)
Forward foreign currency exchange contracts		28,317
		49,551,577
Net change in unrealized appreciation (depreciation) on- Investments		36,306,054
Foreign currency and translation of other assets and liabilities		(17,710	)
Forward foreign currency exchange contracts		(340	)
		36,288,004
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		85,839,581
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	101,099,478

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

115

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

	FOR THE YEAR      ENDED 10/31/12			FOR THE YEAR   ENDED 10/31/11
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	15,259,897		$	16,744,293
Net realized gain (loss) on investments and foreign currency		49,551,577			48,161,280
Net change in unrealized appreciation (depreciation) on investments and foreign currency		36,288,004			(33,340,882	)
Net increase from operations		101,099,478			31,564,691
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(9,026,428	)		(8,968,239	)
From net investment income (Class I)		(7,861,255	)		(6,522,174	)
From net investment income (Class C)		(859,372	)		(562,393	)
From net investment income (Class R)		(399,233	)		(10,782	)
From net realized gain on investments (Class S)		(21,181,721	)		—
From net realized gain on investments (Class I)		(14,551,102	)		—
From net realized gain on investments (Class C)		(2,996,587	)		—
From net realized gain on investments (Class R)		(855,544	)		—
Total distributions to shareholders		(57,731,242	)		(16,063,588	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		187,555,878			115,070,014
Net increase in net assets		230,924,114			130,571,117
NET ASSETS:
Beginning of year		1,114,885,563			984,314,446
End of year (including undistributed net investment income of $ 5,091,239 and $ 7,628,684,respectively)	$	1,345,809,677		$	1,114,885,563

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

116

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

	FOR THE YEARS ENDED
	10/31/12			10/31/11			10/31/10			10/31/09			10/31/08
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	15.46		$	15.16		$	13.32		$	11.75		$	17.82
Income (loss) from investment operations:
Net investment income		0.19	1		0.23	1		0.22	1		0.17	1		0.22
Net realized and unrealized gain (loss) on investments		1.01			0.26			1.78			1.60			(4.36	)
Total from investment operations		1.20			0.49			2.00			1.77			(4.14	)
Less distributions to shareholders:
From net investment income		(0.19	)		(0.19	)		(0.16	)		(0.20	)		(0.21	)
From net realized gain on investments		(0.46	)		—			—			—			(1.72	)
Total distributions to shareholders		(0.65	)		(0.19	)		(0.16	)		(0.20	)		(1.93	)
Net asset value - End of year	$	16.01		$	15.46		$	15.16		$	13.32		$	11.75
Net assets - End of year
(000’s omitted)	$	792,804		$	716,536		$	676,524		$	511,700		$	424,876
Total return2		8.26	%		3.26	%		15.17	%		15.47	%		(25.70	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.07	%		1.08	%		1.07	%		1.10	%		1.10	%
Net investment income		1.20	%		1.49	%		1.52	%		1.48	%		1.50	%
Series portfolio turnover		58	%		65	%		62	%		62	%		76	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid aportion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) wouldhave increased by the following amounts:
		N/A			N/A			0.00	%3		0.01	%		0.00	%3

¹Calculated based on average shares outstanding during the year.

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

³Less than 0.01%.

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

117

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

	FOR THE YEARS ENDED												FOR THE PERIOD
													3/28/081 TO
	10/31/12			10/31/11			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	$	10.38		$	10.26		$	9.08		$	8.10		$	10.00
Income (loss) from investment operations:
Net investment income		0.15	2		0.18	2		0.17	2		0.13	2		0.08
Net realized and unrealized gain (loss) on investments		0.66			0.17			1.22			1.10			(1.91	)
Total from investment operations		0.81			0.35			1.39			1.23			(1.83	)
Less distributions to shareholders:
From net investment income		(0.23	)		(0.23	)		(0.21	)		(0.25	)		(0.07	)
From net realized gain on investments		(0.46	)		—			—			—			—
Total distributions to shareholders		(0.69	)		(0.23	)		(0.21	)		(0.25	)		(0.07	)
Net asset value - End of period	$	10.50		$	10.38		$	10.26		$	9.08		$	8.10
Net assets - End of period (000’s omitted)	$	429,157		$	321,632		$	278,210		$	98,015		$	1,084
Total return3		8.60	%		3.43	%		15.39	%		15.82	%		(18.46	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.82	%		0.83	%		0.83	%		0.85	%		0.85	%4
Net investment income		1.45	%		1.74	%		1.76	%		1.59	%		1.62	%4
Series portfolio turnover		58	%		65	%		62	%		62	%		76	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			0.00	%5		0.00	%5		0.02	%4

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

⁵Less than 0.01%.

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

118

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

	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/12			10/31/11			1/4/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.86		$	10.74		$	10.00
Income from investment operations:
Net investment income2		0.05			0.08			0.06
Net realized and unrealized gain on investments		0.70			0.19			0.73
Total from investment operations		0.75			0.27			0.79
Less distributions to shareholders:
From net investment income		(0.13	)		(0.15	)		(0.05	)
From net realized gain on investments		(0.46	)		—			—
Total distributions to shareholders		(0.59	)		(0.15	)		(0.05	)
Net asset value - End of period	$	11.02		$	10.86		$	10.74
Net assets - End of period (000’s omitted)	$	85,588		$	68,436		$	29,468
Total return3		7.51	%		2.49	%		7.97	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.82	%		1.83	%		1.83	%4
Net investment income		0.44	%		0.71	%		0.75	%4
Series portfolio turnover		58	%		65	%		62	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			0.00	%4,5

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Represents 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 certain periods. Periods less than one year are not annualized.

⁴Annualized.

⁵Less than 0.01%.

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

119

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

	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/12			10/31/11			6/30/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.36		$	11.22		$	10.00
Income from investment operations:
Net investment income2		0.10			0.11			0.02
Net realized and unrealized gain on investments		0.74			0.23			1.20
Total from investment operations		0.84			0.34			1.22
Less distributions to shareholders:
From net investment income		(0.20	)		(0.20	)		—
From net realized gain on investments		(0.46	)		—			—
Total distributions to shareholders		(0.66	)		(0.20	)		—
Net asset value - End of period	$	11.54		$	11.36		$	11.22
Net assets - End of period (000’s omitted)	$	38,261		$	8,281		$	112
Total return3		8.03	%		3.04	%		12.20	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.33	%		1.33	%		1.33	%4
Net investment income		0.90	%		0.97	%		0.43	%4
Series portfolio turnover		58	%		65	%		62	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

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

120

Performance Update - Pro-Blend^® Maximum Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31,  2012
	ONE YEAR1	FIVE YEAR	TEN YEAR	SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class S3	9.04%	-0.08%	8.06%	8.59%
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class I3,4	9.42%	0.14%	8.18%	8.66%
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class C3,4	8.27%	-0.83%	7.30%	7.85%
Manning & Napier Fund, Inc. - Pro-Blend® Maximum Term Series - Class R3,4	8.81%	-0.31%	7.84%	8.39%
Russell 3000® Index5,7	14.75%	0.59%	7.47%	7.42%
20%/65%/15% Blended Index6,7	11.25%	0.62%	7.77%	7.08%

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, 2012 to the Russell 3000^® Index and a 20%/65%/15% Blended Index.

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

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

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2012, 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, 2012.

⁴For 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.

⁵The 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.

⁶The 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

121

Performance Update - Pro-Blend^® Maximum Term Series

(unaudited)

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.

⁷Because the Series’ asset allocation will vary over time, the composition of the Series’ portfolio may not match the composition of the comparative Indices’ portfolios.

122

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

(unaudited)

As a shareholder of the Series, you may incur two types of costs: (1) transaction costs, 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 in each class at the beginning of the period and held for the entire period (May 1, 2012 to October 31, 2012).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	BEGINNING ACCOUNT VALUE 5/1/12	ENDING ACCOUNT VALUE 10/31/12	EXPENSES PAID DURING PERIOD 5/1/12-10/31/12*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,018.40	$5.49	1.08%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.76	$5.50	1.08%
Class I
Actual	$1,000.00	$1,020.20	$4.23	0.83%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.02	$4.23	0.83%
Class C
Actual	$1,000.00	$1,014.30	$9.29	1.83%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.98	$9.30	1.83%
Class R
Actual	$1,000.00	$1,017.10	$6.76	1.33%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.50	$6.77	1.33%

*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.

123

Portfolio Composition - Pro-Blend^® Maximum Term Series

As of October 31, 2012 (unaudited)

Sector Allocation3
Information Technology	17.90	%
Consumer Discretionary	14.79	%
Industrials	13.16	%
Energy	11.83	%
Health Care	10.43	%
Financials	10.37	%
Consumer Staples	7.65	%
Materials	5.07	%
Telecommunication Services	2.11	%
Utilities	0.09	%
3 Including common stocks and corporate bonds, as a percentage of totalinvestments.

Top Ten Stock Holdings4
Hess Corp.	3.08	%
Monsanto Co.	2.64	%
EMC Corp.	2.21	%
DIRECTV	2.10	%
Moody’s Corp.	1.84	%
Google, Inc. - Class A	1.81	%
Anheuser-Busch InBev N.V. (Belgium)	1.69	%
Juniper Networks, Inc.	1.59	%
Riverbed Technology, Inc.	1.58	%
Virgin Media, Inc. - ADR (United Kingdom)	1.49	%
4 As a percentage of total investments.

124

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 86.59%
Consumer Discretionary - 13.81%
Auto Components - 0.08%
Hankook Tire Co. Ltd. (South Korea)*1		12,429	$	524,238
Mando Corp. (South Korea)1		1,100		144,888
				669,126
Automobiles - 0.71%
Hyundai Motor Co. (South Korea)1		1,000		205,519
Suzuki Motor Corp. (Japan)1		10,200		231,324
Tesla Motors, Inc.*		11,890		334,466
Toyota Motor Corp. (Japan)1		8,400		323,880
Toyota Motor Corp. - ADR (Japan)		59,040		4,573,829
Yamaha Motor Co. Ltd. (Japan)1		26,000		248,251
				5,917,269
Distributors - 0.03%
Inchcape plc (United Kingdom)1		43,220		281,081
Diversified Consumer Services - 0.05%
Anhanguera Educacional Participacoes S.A. (Brazil)		24,120		422,772
Hotels, Restaurants & Leisure - 1.54%
Accor S.A. (France)1		129,990		4,061,859
Arcos Dorados Holdings, Inc. (Argentina)		9,440		121,870
BJ’s Restaurants, Inc.*		5,660		187,063
Carnival Corp.		207,280		7,851,766
Hyatt Hotels Corp. - Class A*		1,950		71,175
InterContinental Hotels Group plc (United Kingdom)1		8,698		215,206
Orient-Express Hotels Ltd. - ADR - Class A*		19,020		223,105
				12,732,044
Household Durables - 0.18%
DR Horton, Inc.		11,590		242,926
Lennar Corp. - Class A		8,080		302,758
LG Electronics, Inc. (South Korea)1		3,720		258,807
NVR, Inc.*		170		153,636
Rodobens Negocios Imobiliarios S.A. (Brazil)		43,750		275,719
Toll Brothers, Inc.*		7,130		235,361
				1,469,207
Internet & Catalog Retail - 1.14%
Amazon.com, Inc.*		33,010		7,685,388
Blue Nile, Inc.*		2,020		76,295
HomeAway, Inc.*		28,130		723,222
Ocado Group plc (United Kingdom)*1		207,710		217,278
Shutterfly, Inc.*		24,020		726,845
				9,429,028

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

125

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Discretionary (continued)
Media - 8.62%
AMC Networks, Inc. - Class A*		217,590	$	10,165,805
British Sky Broadcasting Group plc (United Kingdom)1		11,360		130,015
DIRECTV*		341,000		17,428,510
Mediaset Espana Comunicacion S.A. (Spain)1		97,570		525,150
News Corp. - Class A		247,620		5,923,070
Reed Elsevier plc - ADR (United Kingdom)		5,125		200,234
Societe Television Francaise 1 (France)1		39,080		335,854
Time Warner, Inc.		213,990		9,297,865
Valassis Communications, Inc.*		7,510		195,410
Viacom, Inc. - Class B		103,840		5,323,877
Virgin Media, Inc. - ADR (United Kingdom)		376,650		12,331,521
The Walt Disney Co.		178,740		8,770,772
Wolters Kluwer N.V. (Netherlands)1		17,270		334,124
Zon Multimedia Servicos de Telecomunicacoes e Multimedia SGPS S.A. (Portugal)1		155,650		493,669
				71,455,876
Multiline Retail - 0.08%
Marks & Spencer Group plc (United Kingdom)1		48,350		307,731
PPR (France)1		1,965		346,405
				654,136
Specialty Retail - 1.33%
Aeropostale, Inc.*		11,330		135,394
American Eagle Outfitters, Inc.		10,370		216,422
Belle International Holdings Ltd. (Hong Kong)1		103,000		191,006
Chico’s FAS, Inc.		9,390		174,654
Dick’s Sporting Goods, Inc.		121,330		6,066,500
Group 1 Automotive, Inc.		3,230		200,292
Hennes & Mauritz AB - Class B (Sweden)1		6,720		227,852
Komeri Co. Ltd. (Japan)1		5,400		130,334
Penske Automotive Group, Inc.		6,550		200,430
Sonic Automotive, Inc. - Class A		9,350		181,390
Teavana Holdings, Inc.*		13,210		139,365
Tiffany & Co.		50,150		3,170,483
				11,034,122
Textiles, Apparel & Luxury Goods - 0.05%
Adidas AG (Germany)1		4,050		345,208
Burberry Group plc (United Kingdom)1		2,900		54,718
				399,926
Total Consumer Discretionary				114,464,587

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

126

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples - 7.16%
Beverages - 2.79%
Anheuser-Busch InBev N.V. (Belgium)1		167,520	$	14,009,813
The Boston Beer Co., Inc. - Class A*		2,190		235,600
C&C Group plc (Ireland)1		44,110		211,196
Carlsberg A/S - Class B (Denmark)1		4,950		427,275
Cia Cervecerias Unidas S.A. - ADR (Chile)		3,430		243,290
Cia de Bebidas das Americas (AmBev) - ADR (Brazil)		3,400		138,686
The Coca-Cola Co.		172,580		6,416,524
Diageo plc (United Kingdom)1		24,560		702,140
Kirin Holdings Co. Ltd. (Japan)1		18,000		225,956
SABMiller plc (United Kingdom)1		3,200		137,339
Tsingtao Brewery Co. Ltd. (China)1		70,000		377,611
				23,125,430
Food & Staples Retailing - 0.52%
Carrefour S.A. (France)1		24,970		603,038
Casino Guichard-Perrachon S.A. (France)1		2,880		251,397
Distribuidora Internacional de Alimentacion S.A. (Spain)1		62,700		379,845
Koninklijke Ahold N.V. (Netherlands)1		161,130		2,051,908
Raia Drogasil S.A. (Brazil)		14,500		159,560
Tesco plc (United Kingdom)1		171,040		885,042
				4,330,790
Food Products - 3.69%
Alliance Grain Traders, Inc. (Canada)		5,740		79,311
Barry Callebaut AG (Switzerland)1		390		372,477
Biostime International Holdings Ltd. (China)1		33,000		84,413
BRF - Brasil Foods S.A. (Brazil)		15,610		283,986
Cal-Maine Foods, Inc.		2,300		99,199
Charoen Pokphand Foods PCL (Thailand)1		402,910		462,095
Danone S.A. (France)1		141,310		8,691,554
Flowers Foods, Inc.		8,820		173,666
Grupo Bimbo S.A.B. de C.V. - Class A (Mexico)		128,690		299,464
Ingredion, Inc.		3,800		233,548
M Dias Branco S.A. (Brazil)		4,800		161,178
Nestle S.A. (Switzerland)1		63,880		4,055,628
Sanderson Farms, Inc.		2,210		100,091
Tyson Foods, Inc. - Class A		358,430		6,025,208
Unilever plc - ADR (United Kingdom)		245,434		9,152,234
Universal Robina Corp. (Philippines)1		171,130		298,438
				30,572,490
Household Products - 0.11%
Reckitt Benckiser Group plc (United Kingdom)1		14,820		897,865

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

127

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Personal Products - 0.03%
Kao Corp. (Japan)1		3,900	$	109,557
Natura Cosmeticos S.A. (Brazil)		3,470		92,514
				202,071
Tobacco - 0.02%
Gudang Garam Tbk PT (Indonesia)1		34,500		175,928
Total Consumer Staples				59,304,574
Energy - 11.86%
Energy Equipment & Services - 5.33%
Baker Hughes, Inc		272,760		11,447,737
Bourbon S.A. (France)1		1,770		47,788
Calfrac Well Services Ltd. (Canada)		11,300		259,207
Cameron International Corp.*		203,210		10,290,554
CARBO Ceramics, Inc		2,000		147,900
Compagnie Generale de Geophysique - Veritas (CGG - Veritas) (France)*1		5,472		178,139
Gulfmark Offshore, Inc. - Class A*		2,450		79,184
Hornbeck Offshore Services, Inc.*		2,190		75,862
ION Geophysical Corp.*		22,000		142,120
Key Energy Services, Inc.*		11,080		72,463
National Oilwell Varco, Inc		1,150		84,755
Petroleum Geo-Services ASA (Norway)1		14,000		241,913
Poseidon Concepts Corp. (Canada)		10,710		158,385
Schlumberger Ltd		172,730		12,009,917
Trican Well Service Ltd. (Canada)		44,200		527,523
Weatherford International Ltd. - ADR*		743,040		8,396,352
				44,159,799
Oil, Gas & Consumable Fuels - 6.53%
Apache Corp		31,220		2,583,455
Cameco Corp. (Canada)		16,960		328,176
Chesapeake Energy Corp		157,330		3,187,506
Cloud Peak Energy, Inc.*		10,990		231,889
Encana Corp. (Canada)		209,270		4,719,039
EOG Resources, Inc		61,760		7,194,422
Hess Corp		488,610		25,534,759
Pacific Rubiales Energy Corp. (Colombia)		11,440		269,062
Paladin Energy Ltd. (Australia)*2		127,940		151,158
Petroleo Brasileiro S.A. - ADR (Brazil)		185,240		3,802,977
Range Resources Corp		69,880		4,567,357
Royal Dutch Shell plc - Class B (Netherlands)1		7,474		264,376
Royal Dutch Shell plc - Class B - ADR (Netherlands)		7,420		524,075
Statoil ASA (Norway)1		11,920		293,577

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

128

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PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Talisman Energy, Inc. (Canada)		40,030	$	453,707
				54,105,535
Total Energy				98,265,334
Financials - 7.48%
Capital Markets - 0.06%
Deutsche Bank AG (Germany)1		11,290		514,269
Commercial Banks - 0.63%
Barclays plc (United Kingdom)1		88,550		327,437
BNP Paribas S.A. (France)1		10,210		515,040
CIT Group, Inc.*		12,690		472,322
Hong Leong Financial Group Berhad (Malaysia)1		105,620		446,432
HSBC Holdings plc (United Kingdom)1		32,180		317,274
HSBC Holdings plc - ADR (United Kingdom)		21,030		1,038,041
ICICI Bank Ltd. - ADR (India)		18,670		732,797
Standard Chartered plc (United Kingdom)1		22,210		525,860
Wells Fargo & Co		26,150		880,993
				5,256,196
Consumer Finance - 2.10%
American Express Co		107,700		6,027,969
Discover Financial Services		278,070		11,400,870
				17,428,839
Diversified Financial Services - 2.25%
Hankook Tire Worldwide Co. Ltd. (South Korea)1		2,841		36,669
JPMorgan Chase & Co		24,410		1,017,409
JSE Ltd. (South Africa)1		147,840		1,199,170
MarketAxess Holdings, Inc		35,580		1,111,519
Moody’s Corp		317,420		15,286,947
				18,651,714
Insurance - 0.54%
Admiral Group plc (United Kingdom)1		43,970		787,928
Allianz SE (Germany)1		7,740		961,500
AXA S.A. (France)1		4,615		73,557
Brasil Insurance Participacoes e Administracao S.A. (Brazil)		76,400		674,831
Mapfre S.A. (Spain)1		226,030		627,012
Muenchener Rueckversicherungs AG (MunichRe) (Germany)1		3,663		589,387
Zurich Insurance Group AG (Switzerland)1		2,910		717,372
				4,431,587
Real Estate Investment Trusts (REITS) - 1.81%
Agree Realty Corp		3,000		75,720

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

129

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Alexandria Real Estate Equities, Inc		3,800	$	267,634
Alstria Office REIT AG (Germany)1		41,540		501,698
American Assets Trust, Inc		3,990		108,408
American Campus Communities, Inc		10,740		486,629
Apartment Investment & Management Co. - Class A		14,700		392,343
Associated Estates Realty Corp		10,910		163,541
AvalonBay Communities, Inc		1,710		231,808
BioMed Realty Trust, Inc		34,100		651,992
Boston Properties, Inc		3,220		342,286
Camden Property Trust		3,500		229,705
CBL & Associates Properties, Inc		6,030		134,891
Cedar Realty Trust, Inc		5,770		30,523
Coresite Realty Corp		6,970		158,428
Corporate Office Properties Trust		20,750		517,713
CubeSmart		12,470		163,606
Digital Realty Trust, Inc		34,750		2,134,693
DuPont Fabros Technology, Inc		100,450		2,155,657
Education Realty Trust, Inc		18,150		191,119
Equity Lifestyle Properties, Inc		3,820		257,201
Equity One, Inc		6,630		138,567
Equity Residential		3,720		213,565
General Growth Properties, Inc		11,050		217,243
HCP, Inc		7,450		330,035
Health Care REIT, Inc		5,330		316,762
Healthcare Realty Trust, Inc		2,240		52,618
Healthcare Trust of America, Inc		4,630		46,300
Home Properties, Inc		7,540		458,357
Host Hotels & Resorts, Inc		19,393		280,423
Kimco Realty Corp		4,410		86,083
Land Securities Group plc (United Kingdom)1		18,400		239,114
LTC Properties, Inc		3,200		105,632
The Macerich Co		1,600		91,200
Mack-Cali Realty Corp		8,340		216,757
Mid-America Apartment Communities, Inc		5,100		330,021
National Retail Properties, Inc		3,590		113,731
Pebblebrook Hotel Trust		26,950		571,879
Potlatch Corp		1,240		47,715
Public Storage		950		131,699
Realty Income Corp		3,130		122,915
Simon Property Group, Inc		3,890		592,097
Sovran Self Storage, Inc		6,630		383,214
Tanger Factory Outlet Centers		3,680		115,810

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

130

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Real Estate Investment Trusts (REITS) (continued)
Taubman Centers, Inc.		1,360	$	106,828
UDR, Inc.		17,710		429,822
Unibail-Rodamco SE (France)1		440		99,103
				15,033,085
Real Estate Management & Development - 0.06%
General Shopping Brasil S.A. (Brazil)*		77,220		406,811
Thomas Properties Group, Inc.		10,440		55,750
				462,561
Thrifts & Mortgage Finance - 0.03%
Aareal Bank AG (Germany)*1		9,707		208,731
Total Financials				61,986,982
Health Care - 9.94%
Biotechnology - 1.23%
Green Cross Corp. (South Korea)1		8,580		1,242,338
Incyte Corp. Ltd.*		32,460		518,062
Myriad Genetics, Inc.*		309,650		8,103,541
Protalix BioTherapeutics, Inc.*		60,970		294,485
				10,158,426
Health Care Equipment & Supplies - 3.80%
Abaxis, Inc.*		24,970		918,397
Alere, Inc.*		546,900		10,500,480
Becton, Dickinson and Co.		93,015		7,039,375
BioMerieux (France)1		9,870		956,441
DexCom, Inc.*		45,104		590,862
HeartWare International, Inc.*		8,890		746,582
Insulet Corp.*		62,200		1,319,262
MAKO Surgical Corp.*		32,360		490,254
Mindray Medical International Ltd. - ADR (China)		10,550		358,805
Neogen Corp.*		7,010		299,958
Quidel Corp.*		35,030		614,076
Sirona Dental Systems, Inc.*		15,580		892,111
Straumann Holding AG (Switzerland)1		1,250		154,029
Thoratec Corp.*		17,700		631,890
Volcano Corp.*		209,480		5,995,318
				31,507,840
Health Care Providers & Services - 0.47%
HMS Holdings Corp.*		16,450		379,831
Life Healthcare Group Holdings Ltd. (South Africa)1		17,040		64,448
Odontoprev S.A. (Brazil)		138,960		718,387
Qualicorp S.A. (Brazil)*		80,180		822,703

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

131

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Health Care Providers & Services (continued)
Sonic Healthcare Ltd. (Australia)1		77,370	$	1,043,335
Universal Health Services, Inc. - Class B		20,060		830,283
				3,858,987
Health Care Technology - 2.19%
Allscripts Healthcare Solutions, Inc.*		412,290		5,326,787
Cerner Corp.*		155,830		11,872,688
Computer Programs & Systems, Inc.		9,340		455,885
Greenway Medical Technologies, Inc.*		32,590		540,668
				18,196,028
Life Sciences Tools & Services - 1.77%
Gerresheimer AG (Germany)1		6,530		324,119
Lonza Group AG (Switzerland)1		20,020		1,015,379
Luminex Corp.*		50,520		812,362
QIAGEN N.V. (Netherlands)*1		12,980		226,124
QIAGEN N.V. - ADR (Netherlands)*		413,470		7,215,051
Waters Corp.*		48,860		3,997,237
WuXi PharmaTech Cayman, Inc. - ADR (China)*		75,470		1,070,919
				14,661,191
Pharmaceuticals - 0.48%
AstraZeneca plc (United Kingdom)1		2,175		100,866
AstraZeneca plc - ADR (United Kingdom)		12,710		589,744
Bayer AG (Germany)1		11,706		1,020,677
GlaxoSmithKline plc (United Kingdom)1		14,755		330,625
Novo Nordisk A/S - Class B (Denmark)1		2,470		395,979
Santen Pharmaceutical Co. Ltd. (Japan)1		3,100		135,797
Shire plc (Ireland)1		16,590		466,507
Takeda Pharmaceutical Co. Ltd. (Japan)1		2,700		125,498
Teva Pharmaceutical Industries Ltd. - ADR (Israel)		6,650		268,793
UCB S.A. (Belgium)1		10,000		584,073
				4,018,559
Total Health Care				82,401,031
Industrials - 12.12%
Airlines - 4.04%
Copa Holdings S.A. - ADR - Class A (Panama)		4,600		426,972
Deutsche Lufthansa AG (Germany)1		17,640		269,874
Ryanair Holdings plc - ADR (Ireland)*		278,770		8,990,333
Southwest Airlines Co.		1,323,857		11,676,419
Spirit Airlines, Inc.*		29,000		508,950
United Continental Holdings, Inc.*		243,406		4,675,829

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

132

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Airlines (continued)
US Airways Group, Inc.*		571,930	$	6,966,107
				33,514,484
Building Products - 0.01%
A.O. Smith Corp.		1,600		97,232
Commercial Services & Supplies - 0.17%
Edenred (France)1		33,190		960,484
Interface, Inc.		5,060		72,409
Tomra Systems ASA (Norway)1		47,870		393,264
				1,426,157
Construction & Engineering - 0.49%
MYR Group, Inc.*		6,710		142,118
Quanta Services, Inc.*		150,570		3,904,280
				4,046,398
Electrical Equipment - 0.21%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		13,740		248,144
Alstom S.A. (France)1		14,500		495,649
Nexans S.A. (France)1		2,050		87,292
Polypore International, Inc.*		16,300		575,064
Prysmian S.p.A. (Italy)1		2,710		52,251
Schneider Electric S.A. (France)1		4,200		262,980
				1,721,380
Industrial Conglomerates - 1.20%
Siemens AG (Germany)1		98,970		9,972,060
Machinery - 3.28%
AGCO Corp.*		4,010		182,495
Astec Industries, Inc.*		2,380		68,544
Deere & Co.		2,000		170,880
FANUC Corp. (Japan)1		3,500		557,605
Flowserve Corp.		59,740		8,094,173
Graham Corp.		7,830		140,705
Joy Global, Inc.		133,810		8,356,435
Pall Corp.		98,620		6,209,115
Pentair Ltd. - ADR		5,510		232,742
Titan International, Inc.		10,040		210,639
Trinity Industries, Inc.		5,500		172,040
Turk Traktor ve Ziraat Makineleri AS (Turkey)1		18,500		404,687
Wabash National Corp.*		54,630		344,715
Westport Innovations, Inc. - ADR (Canada)*		72,180		2,025,371
				27,170,146

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

133

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Marine - 0.07%
Baltic Trading Ltd.		11,570	$	39,454
D/S Norden A/S (Denmark)1		8,020		211,519
Diana Shipping, Inc. - ADR (Greece)*		4,140		29,808
Mitsui OSK Lines Ltd. (Japan)1		14,000		33,557
Nippon Yusen Kabushiki Kaisha (Japan)1		22,000		41,935
Pacific Basin Shipping Ltd. (Hong Kong)1,3		80,000		42,698
Sinotrans Shipping Ltd. (China)1		651,300		159,216
				558,187
Professional Services - 0.94%
Adecco S.A. (Switzerland)1		87,130		4,225,146
ALS Ltd. (Australia)1		17,500		167,993
Experian plc (United Kingdom)1		22,420		387,891
Manpower, Inc.		79,730		3,024,956
				7,805,986
Road & Rail - 0.59%
Norfolk Southern Corp.		79,770		4,893,889
Trading Companies & Distributors - 1.00%
Brenntag AG (Germany)1		530		66,874
Fastenal Co.		173,260		7,744,722
Mills Estruturas e Servicos de Engenharia S.A. (Brazil)		23,400		358,768
MSC Industrial Direct Co., Inc. - Class A		960		71,616
				8,241,980
Transportation Infrastructure - 0.12%
Groupe Eurotunnel S.A. (France)1		50,030		381,000
Malaysia Airports Holdings Berhad (Malaysia)1		327,440		624,565
				1,005,565
Total Industrials				100,453,464
Information Technology - 17.44%
Communications Equipment - 4.45%
Alcatel-Lucent - ADR (France)*		380,160		395,366
Infinera Corp.*		159,640		785,429
Juniper Networks, Inc.*		799,100		13,241,087
Polycom, Inc.*		56,200		563,124
Qualcomm, Inc.		148,820		8,717,131
Riverbed Technology, Inc.*		712,480		13,159,506
				36,861,643
Computers & Peripherals - 2.35%
Apple, Inc.		1,530		910,503
EMC Corp.*		751,660		18,355,537

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

134

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Computers & Peripherals (continued)
Fusion-io, Inc.*		4,820	$	113,752
Immersion Corp.*		30,070		129,902
				19,509,694
Electronic Equipment, Instruments & Components - 1.18%
Amphenol Corp. - Class A		139,380		8,380,919
Hitachi Ltd. (Japan)1		106,000		562,136
Keyence Corp. (Japan)1		1,146		304,250
Rofin-Sinar Technologies, Inc.*		31,340		570,701
				9,818,006
Internet Software & Services - 2.65%
The Active Network, Inc.*		59,530		527,436
Google, Inc. - Class A*		22,099		15,022,237
LinkedIn Corp. - Class A*		38,620		4,129,637
LogMeIn, Inc.*		9,200		227,056
NHN Corp. (South Korea)1		2,000		462,620
Tencent Holdings Ltd. (China)1		31,000		1,090,408
Velti plc - ADR (Ireland)*		70,210		512,533
				21,971,927
IT Services - 4.03%
Amdocs Ltd. - ADR		269,830		8,923,278
Cap Gemini S.A. (France)1		34,680		1,458,926
Cielo S.A. (Brazil)		10,800		267,202
Euronet Worldwide, Inc.*		41,010		832,093
InterXion Holding NV - ADR (Netherlands)*		2,020		43,167
MasterCard, Inc. - Class A		20,830		9,601,172
Sapient Corp.*		14,400		148,032
VeriFone Systems, Inc.*		203,940		6,044,782
The Western Union Co.		481,000		6,108,700
				33,427,352
Semiconductors & Semiconductor Equipment - 0.18%
Samsung Electronics Co. Ltd. (South Korea)1		560		672,021
Sumco Corp. (Japan)*1		55,600		381,337
Tokyo Electron Ltd. (Japan)1		9,300		418,782
				1,472,140
Software - 2.60%
Autodesk, Inc.*		324,690		10,338,130
Aveva Group plc (United Kingdom)1		10,950		352,363
Electronic Arts, Inc.*		732,440		9,045,634
RealPage, Inc.*		36,370		793,957

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

135

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software (continued)
SAP AG (Germany)1		13,420	$	978,622
				21,508,706
Total Information Technology				144,569,468
Materials - 5.08%
Chemicals - 4.21%
Air Products & Chemicals, Inc.		52,440		4,065,673
BASF SE (Germany)1		7,360		610,512
Calgon Carbon Corp.*		9,640		119,440
Chr. Hansen Holding A/S (Denmark)1		5,800		181,497
Flotek Industries, Inc.*		9,360		103,990
Johnson Matthey plc (United Kingdom)1		11,091		403,587
Linde AG (Germany)1		5,330		896,942
Monsanto Co.		255,140		21,959,900
Shin-Etsu Chemical Co. Ltd. (Japan)1		2,600		146,804
Syngenta AG (Switzerland)1		16,050		6,257,727
Yingde Gases (Hong Kong)1		169,000		159,997
				34,906,069
Construction Materials - 0.05%
CRH plc (Ireland)1		12,010		224,045
Holcim Ltd. (Switzerland)1		2,710		184,947
				408,992
Metals & Mining - 0.82%
Alcoa, Inc.		727,280		6,232,790
Alumina Ltd. (Australia)1		123,840		123,620
Impala Platinum Holdings Ltd. (South Africa)1		9,270		167,133
Norsk Hydro ASA (Norway)1		21,070		94,858
Umicore S.A. (Belgium)1		3,850		197,844
				6,816,245
Total Materials				42,131,306
Telecommunication Services - 1.61%
Diversified Telecommunication Services - 1.49%
Swisscom AG - ADR (Switzerland)4		9,116		378,679
Telefonica S.A. - ADR (Spain)		39,010		512,591
Telenor ASA (Norway)1		553,990		10,895,942
Telenor ASA - ADR (Norway)4		9,830		578,495
				12,365,707
Wireless Telecommunication Services - 0.12%
MTN Group Ltd. (South Africa)1		7,410		133,895

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

136

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	SHARES/ PRINCIPAL AMOUNT		VALUE (NOTE 2)
COMMON STOCKS (continued)
Telecommunication Services (continued)
Wireless Telecommunication Services (continued)
SK Telecom Co. Ltd. - ADR (South Korea)		53,960	$	843,395
				977,290
Total Telecommunication Services				13,342,997
Utilities - 0.09%
Multi-Utilities - 0.05%
GDF Suez (France)1		4,464		102,459
National Grid plc (United Kingdom)1		24,670		281,353
				383,812
Water Utilities - 0.04%
Cia de Saneamento de Minas Gerais - Copasa MG (Brazil)		15,510		366,091
Total Utilities				749,903
TOTAL COMMON STOCKS
(Identified Cost $666,395,451)				717,669,646
CORPORATE BONDS - 7.00%
Non-Convertible Corporate Bonds - 7.00%
Consumer Discretionary - 1.01%
Media - 0.51%
NBCUniversal Media LLC, 2.875%, 4/1/2016	$	3,955,000		4,193,775
Specialty Retail - 0.50%
Lowe’s Companies, Inc., 1.625%, 4/15/2017		4,080,000		4,189,438
Total Consumer Discretionary				8,383,213
Consumer Staples - 0.51%
Beverages - 0.51%
PepsiCo, Inc., 1.25%, 8/13/2017		4,170,000		4,227,237
Financials - 2.91%
Capital Markets - 0.94%
BNP Paribas Home Loan Covered Bonds S.A. (France)5, 2.20%, 11/2/2015		2,425,000		2,500,903
The Goldman Sachs Group, Inc., 5.375%, 3/15/2020		410,000		463,578
Jefferies Group, Inc., 5.125%, 4/13/2018		850,000		873,375
Jefferies Group, Inc., 8.50%, 7/15/2019		3,000,000		3,510,000
Morgan Stanley, 5.50%, 1/26/2020		405,000		447,150
				7,795,006
Commercial Banks - 1.30%
Bank of Nova Scotia (Canada)5, 1.45%, 7/26/2013		970,000		977,760
Bank of Nova Scotia (Canada)5, 1.65%, 10/29/2015		2,425,000		2,499,933
Barclays Bank plc (United Kingdom)5, 2.50%, 9/21/2015		2,425,000		2,526,513
Royal Bank of Canada (Canada)5, 3.125%, 4/14/2015		2,135,000		2,266,516

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

137

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Commercial Banks (continued)
The Toronto-Dominion Bank (Canada)5, 2.20%, 7/29/2015	$	2,425,000	$	2,532,427
				10,803,149
Consumer Finance - 0.05%
American Express Co., 8.125%, 5/20/2019		315,000		426,162
Diversified Financial Services - 0.10%
Citigroup, Inc., 8.50%, 5/22/2019		279,000		372,026
JPMorgan Chase & Co., 4.95%, 3/25/2020		385,000		442,219
				814,245
Insurance - 0.52%
American International Group, Inc., 5.45%, 5/18/2017		3,740,000		4,281,986
Total Financials				24,120,548
Health Care - 0.51%
Biotechnology - 0.51%
Amgen, Inc., 5.70%, 2/1/2019		3,510,000		4,225,566
Industrials - 1.07%
Aerospace & Defense - 0.51%
United Technologies Corp., 1.80%, 6/1/2017		4,040,000		4,194,203
Industrial Conglomerates - 0.56%
General Electric Capital Corp., 1.625%, 7/2/2015		4,115,000		4,185,547
General Electric Capital Corp., 5.50%, 1/8/2020		375,000		446,128
				4,631,675
Total Industrials				8,825,878
Information Technology - 0.49%
Computers & Peripherals - 0.49%
Hewlett-Packard Co., 2.60%, 9/15/2017		4,170,000		4,060,854
Telecommunication Services - 0.50%
Diversified Telecommunication Services - 0.50%
Verizon Communications, Inc., 8.75%, 11/1/2018		2,980,000		4,158,048
TOTAL CORPORATE BONDS
(Identified Cost $56,566,589)				58,001,344
MUTUAL FUNDS - 0.06%
iShares S&P India Nifty 50 Index Fund		10,400		248,144
PowerShares India Portfolio		12,800		228,480
TOTAL MUTUAL FUNDS
(Identified Cost $427,472)				476,624

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

138

Investment Portfolio - October 31, 2012

PRO-BLEND® MAXIMUM TERM SERIES	PRINCIPAL AMOUNT/ SHARES		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES - 1.42%
Other Agencies - 1.42%
Fannie Mae, 6.25%, 5/15/2029	$	1,608,000	$	2,340,503
Fannie Mae, 7.25%, 5/15/2030		1,448,000		2,332,895
Fannie Mae, 6.625%, 11/15/2030		1,528,000		2,345,046
Freddie Mac, 6.75%, 3/15/2031		1,508,000		2,346,852
Freddie Mac, 6.25%, 7/15/2032		1,608,000		2,417,818
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $10,797,943)				11,783,114
SHORT-TERM INVESTMENT - 5.12%
Dreyfus Cash Management, Inc. - Institutional Shares6 , 0.06%,
(Identified Cost $42,446,095)		42,446,095		42,446,095
TOTAL INVESTMENTS - 100.19%
(Identified Cost $776,633,550)				830,376,823
LIABILITIES, LESS OTHER ASSETS - (0.19%)				(1,568,764	)
NET ASSETS - 100%			$	828,808,059

ADR - American Depository Receipt

*Non-income producing security

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

²Traded on Canadian exchange.

³Traded on Hong Kong exchange.

⁴Latest quoted sales price is not available and the latest quoted bid price was used to value the security.

⁵Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $13,304,052, or 1.61%, of the Series’ net assets as of October 31, 2012 (see Note 2 to the financial statements).

⁶Rate shown is the current yield as of October 31, 2012.

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

139

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

October 31, 2012

ASSETS:
Investments, at value (identified cost $776,633,550) (Note 2)	$	830,376,823
Foreign currency (identified cost $1,412)		1,418
Interest receivable		719,855
Receivable for fund shares sold		702,715
Foreign tax reclaims receivable		353,998
Dividends receivable		265,202
Receivable for securities sold		197,077
TOTAL ASSETS		832,617,088
LIABILITIES:
Accrued management fees (Note 3)		537,491
Accrued shareholder services fees (Class S) (Note 3)		101,452
Accrued transfer agent fees (Note 3)		43,583
Accrued fund accounting and administration fees (Note 3)		31,095
Accrued distribution and service (Rule 12b-1) fees (Class C) (Class R)(Note 3)		27,210
Accrued Chief Compliance Officer service fees (Note 3)		369
Payable for fund shares repurchased		2,156,939
Payable for securities purchased		829,418
Other payables and accrued expenses		81,472
TOTAL LIABILITIES		3,809,029
TOTAL NET ASSETS	$	828,808,059
NET ASSETS CONSIST OF:
Capital stock	$	602,334
Additional paid-in-capital		757,295,291
Undistributed net investment income		367,069
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		16,797,651
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		53,745,714
TOTAL NET ASSETS	$	828,808,059

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

140

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

October 31, 2012

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($467,243,747/27,487,890 shares)	$	17.00
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($320,999,207/29,326,301 shares)	$	10.95
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class C ($23,045,324/2,024,592 shares)	$	11.38
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($17,519,781/1,394,571 shares)	$	12.56

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

141

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

For the Year Ended October 31, 2012

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $571,798)	$	9,814,863
Interest		1,409,969
Total Investment Income		11,224,832
EXPENSES:
Management fees (Note 3)		5,874,252
Shareholder services fees (Class S) (Note 3)		1,223,358
Distribution and service (Rule 12b-1) fees (Class C) (Note 3)		201,209
Transfer agent fees (Note 3)		192,262
Fund accounting and administration fees (Note 3)		139,352
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		57,464
Directors’ fees (Note 3)		16,111
Chief Compliance Officer service fees (Note 3)		2,496
Custodian fees		81,570
Miscellaneous		272,480
Total Expenses		8,060,554
NET INVESTMENT INCOME		3,164,278
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on- Investments		35,060,540
Foreign currency and translation of other assets and liabilities (net of Brazilian tax of $1,515)		(25,652)
		35,034,888
Net change in unrealized appreciation (depreciation) on- Investments		33,613,437
Foreign currency and translation of other assets and liabilities		(75,182)
		33,538,255
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		68,573,143
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	71,737,421

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

142

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

	FOR THE YEAR ENDED 10/31/12			FOR THE YEAR ENDED 10/31/11
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	3,164,278		$	5,050,643
Net realized gain (loss) on investments and foreign currency (net of Brazilian tax of $1,515 and $61,928, respectively)		35,034,888			36,622,584
Net change in unrealized appreciation (depreciation) on investments and foreign currency		33,538,255			(37,022,155	)
Net increase from operations		71,737,421			4,651,072
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(2,108,007	)		(2,786,497	)
From net investment income (Class I)		(2,634,625	)		(2,324,919	)
From net investment income (Class C)		(15,318	)		(42,076	)
From net investment income (Class R)		(56,697	)		(2,032	)
Total distributions to shareholders		(4,814,647	)		(5,155,524	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		17,554,083			7,297,306
Net increase in net assets		84,476,857			6,792,854
NET ASSETS:
Beginning of year		744,331,202			737,538,348
End of year (including undistributed net investment income of $367,069 and $1,936,234, respectively)	$	828,808,059		$	744,331,202

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

143

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

	FOR THE YEARS ENDED
	10/31/12			10/31/11			10/31/10			10/31/09			10/31/08
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	15.66		$	15.59		$	13.35		$	11.50		$	19.57
Income (loss) from investment operations:
Net investment income		0.06	1		0.10	1		0.08	1		0.06	1		0.12
Net realized and unrealized gain (loss) on investments		1.35			0.05			2.21			1.90			(6.22	)
Total from investment operations		1.41			0.15			2.29			1.96			(6.10	)
Less distributions to shareholders:
From net investment income		(0.07	)		(0.08	)		(0.05	)		(0.11	)		(0.10	)
From net realized gain on investments		—			—			—			—			(1.87	)
Total distributions to shareholders		(0.07	)		(0.08	)		(0.05	)		(0.11	)		(1.97	)
Net asset value - End of year	$	17.00		$	15.66		$	15.59		$	13.35		$	11.50
Net assets - End of year (000’s omitted)	$	467,244		$	512,215		$	539,781		$	443,770		$	342,015
Total return2		9.04	%		0.94	%		17.17	%		17.34	%		(34.19	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.09	%		1.09	%		1.10	%		1.10	%		1.10	%
Net investment income		0.36	%		0.59	%		0.54	%		0.55	%		0.77	%
Series portfolio turnover		64	%		65	%		68	%		67	%		82	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			0.00	%3		0.03	%		0.04	%

¹Calculated based on average shares outstanding during the year.

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

³Less than 0.01%.

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

144

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

	FOR THE YEARS ENDED												FOR THE PERIOD
	10/31/12			10/31/11			10/31/10			10/31/09			3/28/081 TO 10/31/08
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.12		$	10.12		$	8.70		$	7.57		$	10.00
Income (loss) from investment operations:
Net investment income		0.06	2		0.09	2		0.08	2		0.05	2		0.05
Net realized and unrealized gain (loss) on investments		0.88			0.03			1.43			1.24			(2.44	)
Total from investment operations		0.94			0.12			1.51			1.29			(2.39	)
Less distributions to shareholders:
From net investment income		(0.11	)		(0.12	)		(0.09	)		(0.16	)		(0.04	)
Net asset value - End of period	$	10.95		$	10.12		$	10.12		$	8.70		$	7.57
Net assets - End of period (000’s omitted)	$	320,999		$	210,597		$	190,344		$	52,271		$	2,597
Total return3		9.42	%		1.14	%		17.47	%		17.58	%		(24.01	%)
Ratios (to average net assets)/
Supplemental Data:
Expenses*		0.84	%		0.84	%		0.85	%		0.85	%		0.85	%4
Net investment income		0.57	%		0.83	%		0.81	%		0.68	%		0.88	%4
Series portfolio turnover		64	%		65	%		68	%		67	%		82	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			0.00	%5		0.02	%		0.08	%4

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

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

⁴Annualized.

⁵Less than 0.01%.

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

145

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

	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/12			10/31/11			1/4/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.52		$	10.54		$	10.00
Income (loss) from investment operations:
Net investment loss2		(0.04	)		(0.02	)		(0.01	)
Net realized and unrealized gain on investments		0.91			0.04			0.58
Total from investment operations		0.87			0.02			0.57
Less distributions to shareholders:
From net investment income		(0.01	)		(0.04	)		(0.03	)
Net asset value - End of period	$	11.38		$	10.52		$	10.54
Net assets - End of period (000’s omitted)	$	23,045		$	18,102		$	7,383
Total return3		8.27	%		0.15	%		5.68	%
Ratios (to average net assets)/
Supplemental Data:
Expenses*		1.84	%		1.84	%		1.85	%4
Net investment loss		(0.40	%)		(0.15	%)		(0.13	%)4
Series portfolio turnover		64	%		65	%		68	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		N/A			N/A			0.01	%4

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Represents 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 certain periods. Periods less than one year are not annualized.

⁴Annualized.

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

146

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

	FOR THE YEARS ENDED						FOR THE PERIOD
	10/31/12			10/31/11			6/30/101 TO 10/31/10
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	11.63		$	11.64		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2		0.00	3		0.00	3		(0.01	)
Net realized and unrealized gain on investments		1.00			0.09			1.65
Total from investment operations		1.00			0.09			1.64
Less distributions to shareholders:
From net investment income		(0.07	)		(0.10	)		—
Net asset value - End of period	$	12.56		$	11.63		$	11.64
Net assets - End of period (000’s omitted)	$	17,520		$	3,418		$	31
Total return4		8.72	%		0.71	%		16.40	%
Ratios (to average net assets)/
Supplemental Data:
Expenses		1.34	%		1.34	%		1.35	%5
Net investment income		0.02	%		0.04	%		(0.38	%)5
Series portfolio turnover		64	%		65	%		68	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

⁴Represents aggregate total return for the period indicated, and assumes reinvestment of all distributions. Periods less than one year are not annualized. ⁵Annualized.

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

147

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 to provide income and long-term growth of capital. Pro-Blend^® Moderate Term Series - equal emphasis on long-term growth of capital and preservation of capital. Pro-Blend^® Extended Term Series - primary 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, R, 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 distribution and shareholder servicing expenses are borne by the specific class of shares to which they relate.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of each Series are offered to investors and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2012, 10.3 billion shares have been designated in total among 43 series, of which 162.5 million have been designated as Pro-Blend^® Conservative Term Series Class S common stock, 75 million have been designated as Pro-Blend^® Conservative Term Series Class I common stock, 125 million each have been designated as Class S common stock and Class I common stock for Pro-Blend^® Moderate Term Series, 125 million each have been designated as Class S common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, 200 million each have been designated as Class I common stock for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, 25 million each have been designated as Class C common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series and 52.5 million each have been designated as Class R common stock for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series.

2. Significant Accounting Policies

Security Valuation

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

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

148

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

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

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

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

The following is a summary of the valuation levels used for major security types as of October 31, 2012 in valuing the Series’ assets or liabilities carried at fair value:

	PRO-BLEND® CONSERVATIVE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities:
Consumer Discretionary	$	58,447,825	$	51,432,313	$	7,015,512	$	—
Consumer Staples		45,422,373		40,151,997		5,270,376		—
Energy		54,842,151		54,470,353		371,798		—
Financials		72,539,224		67,630,781		4,908,443		—
Health Care		56,326,455		53,163,066		3,163,389		—
Industrials		38,244,670		33,223,765		5,020,905		—
Information Technology		58,995,281		56,726,935		2,268,346		—
Materials		23,895,362		20,407,922		3,487,440		—
Telecommunication Services		5,958,176		2,030,992		3,927,184		—

149

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® CONSERVATIVE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Utilities	$	1,480,207	$	1,405,279	$	74,928	$	—
Preferred Securities:
Financials		4,350,595		4,350,595		—		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		428,138,607		—		428,138,607		—
Corporate Debt:
Consumer Discretionary		57,592,147		—		57,592,147		—
Consumer Staples		11,293,704		—		11,293,704		—
Energy		29,718,041		—		29,718,041		—
Financials		158,813,218		—		158,813,218		—
Health Care		15,093,700		—		15,093,700		—
Industrials		38,268,806		—		38,268,806		—
Information Technology		10,506,180		—		10,506,180		—
Materials		28,424,000		—		28,424,000		—
Telecommunication Services		8,339,951		—		8,339,951		—
Utilities		8,021,866		—		8,021,866		—
Convertible corporate debt:
Financials		484,825		—		484,825		—
Health Care		169,875		—		169,875		—
Information Technology		62,075		—		62,075		—
Materials		959,766		—		959,766		—
Asset-backed securities		4,535,697		—		4,535,697		—
Commercial mortgage-backed securities		28,429,295		—		28,429,295		—
Foreign government bonds		27,597,120		—		27,597,120		—
Mutual funds		44,255,111		44,255,111		—		—
Total assets	$	1,321,206,303	$	429,249,109	$	891,957,194	$	—
	PRO-BLEND® MODERATE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities:
Consumer Discretionary	$	101,040,853	$	89,485,877	$	11,554,976	$	—
Consumer Staples		50,450,202		22,289,752		28,160,450		—
Energy		72,178,343		71,160,168		1,018,175		—
Financials		74,529,971		64,563,732		9,966,239		—
Health Care		51,840,634		42,941,982		8,898,652		—
Industrials		45,841,389		34,935,269		10,906,120		—
Information Technology		115,315,643		108,543,577		6,772,066		—
Materials		38,909,971		29,354,364		9,555,607		—
Telecommunication Services		12,989,518		1,246,854		11,742,664		—
Utilities		842,243		516,782		325,461		—
Preferred Securities:
Financials		4,270,385		4,270,385		—		—
Debt securities:

150

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® MODERATE TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
U.S. Treasury and other U.S. Government agencies	$	345,482,798	$	—	$	345,482,798	$	—
Corporate Debt:
Consumer Discretionary		32,075,445		—		32,075,445		—
Consumer Staples		4,217,652		—		4,217,652		—
Energy		21,446,123		—		21,446,123		—
Financials		141,742,289		—		141,742,289		—
Health Care		16,204,779		—		16,204,779		—
Industrials		33,643,339		—		33,643,339		—
Information Technology		7,803,643		—		7,803,643		—
Materials		28,845,563		—		28,845,563		—
Telecommunication Services		10,136,948		—		10,136,948		—
Utilities		4,019,418		—		4,019,418		—
Convertible corporate debt:
Financials		975,563		—		975,563		—
Health Care		401,944		—		401,944		—
Information Technology		333,653		—		333,653		—
Materials		1,097,578		—		1,097,578		—
Asset-backed securities		2,645,858		—		2,645,858		—
Commercial mortgage-backed securities		30,040,554		—		30,040,554		—
Foreign government bonds		31,711,922		—		31,711,922		—
Mutual funds		40,353,899		40,353,899		—		—
Total assets	$	1,321,388,120	$	509,662,641	$	811,725,479	$	—
	PRO-BLEND® EXTENDED TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities:
Consumer Discretionary	$	134,936,298	$	120,118,934	$	14,817,364	$	—
Consumer Staples		53,127,619		31,919,554		21,208,065		—
Energy		97,631,351		96,177,155		1,454,196		—
Financials		93,808,907		81,352,278		12,456,629		—
Health Care		84,371,711		58,076,244		26,295,467		—
Industrials		63,937,870		47,641,252		16,296,618		—
Information Technology		157,782,491		147,791,817		9,990,674		—
Materials		51,697,797		40,087,495		11,610,302		—
Telecommunication Services		17,094,919		1,673,683		15,421,236		—
Utilities		1,074,196		722,009		352,187		—
Preferred Securities:
Financials		4,397,072		4,397,072		—		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		243,002,332		—		243,002,332		—
Corporate Debt:
Consumer Discretionary		24,569,584		—		24,569,584		—
Consumer Staples		4,143,713		—		4,143,713		—

151

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® EXTENDED TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Energy	$	16,876,499	$	—	$	16,876,499	$	—
Financials		117,808,340		—		117,808,340		—
Health Care		11,321,162		—		11,321,162		—
Industrials		27,823,412		—		27,823,412		—
Information Technology		6,163,387		—		6,163,387		—
Materials		21,624,721		—		21,624,721		—
Telecommunication Services		9,887,786		—		9,887,786		—
Utilities		5,567,699		—		5,567,699		—
Convertible corporate debt:
Financials		1,005,125		—		1,005,125		—
Health Care		452,225		—		452,225		—
Information Technology		519,878		—		519,878		—
Materials		1,127,109		—		1,127,109		—
Asset-backed securities		2,882,292		—		2,882,292		—
Commercial mortgage-backed securities		29,347,581		—		29,347,581		—
Foreign government bonds		23,226,744		—		23,226,744		—
Mutual funds		39,313,140		39,313,140		—		—
Total assets	$	1,346,522,960	$	669,270,633	$	677,252,327	$	—
	PRO-BLEND® MAXIMUM TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity Securities:
Consumer Discretionary	$	114,464,587	$	104,330,190	$	10,134,397	$	—
Consumer Staples		59,304,574		23,894,059		35,410,515		—
Energy		98,265,334		97,239,541		1,025,793		—
Financials		61,986,982		53,299,429		8,687,553		—
Health Care		82,401,031		74,214,796		8,186,235		—
Industrials		100,453,464		80,654,924		19,798,540		—
Information Technology		144,569,468		137,888,003		6,681,465		—
Materials		42,131,306		32,481,793		9,649,513		—
Telecommunication Services		13,342,997		1,355,986		11,987,011		—
Utilities		749,903		366,091		383,812		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		11,783,114		—		11,783,114		—
Corporate Debt:
Consumer Discretionary		8,383,213		—		8,383,213		—
Consumer Staples		4,227,237		—		4,227,237		—
Financials		24,120,548		—		24,120,548		—
Health Care		4,225,566		—		4,225,566		—

152

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	PRO-BLEND® MAXIMUM TERM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Industrials	$	8,825,878	$	—	$	8,825,878	$	—
Information Technology		4,060,854		—		4,060,854		—
Telecommunication Services		4,158,048		—		4,158,048		—
Mutual funds		42,922,719		42,922,719		—		—
Total assets	$	830,376,823	$	648,647,531	$	181,729,292	$	—

There were no Level 3 securities held by any of the Pro-Blend^® Series as of October 31, 2011 or October 31, 2012.

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

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2012.

Security Transactions, Investment Income and Expenses

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

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

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

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

Foreign Currency Translation

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

Forward Foreign Currency Exchange Contracts

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

153

Notes to Financial Statements (continued)

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, 2012 are shown at the end of each Investment Portfolio. During the period of November 1, 2011 through March 15, 2012, the period for which forward foreign currency contracts were held, the average volume of derivative activity (measured in terms of notional amounts) was $141,579, $365,162 and $358,560 for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series, respectively.

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, 2012.

Restricted Securities

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is

154

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Federal Taxes (continued)

required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2012, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2009 through October 31, 2012. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

The preparation of financial statements in conformity with 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 each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% for Pro-Blend^® Conservative Term Series and 0.75% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets.

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

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

155

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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, 2013, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series exclusive of shareholder services fees and distribution and service fees (12b-1), at no more than the amounts presented in the following table, of average daily net assets each year. 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 for the Series, inclusive of shareholder services fees and distribution and service fees (12b-1), at no more than the amounts presented in the following table, of average daily net assets each year.

SERIES/CLASS	EXPENSE LIMIT	VOLUNTARY EXPENSE LIMITATION
Pro-Blend® Conservative Term Series Class S	0.80%	0.90%
Pro-Blend® Conservative Term Series Class I	0.70%	—
Pro-Blend® Conservative Term Series Class C	0.80%	1.70%
Pro-Blend® Conservative Term Series Class R	0.80%	1.20%
Pro-Blend® Moderate Term Series Class S	0.95%	1.10%
Pro-Blend® Moderate Term Series Class I	0.85%	—
Pro-Blend® Moderate Term Series Class C	0.95%	1.85%
Pro-Blend® Moderate Term Series Class R	0.95%	1.35%
Pro-Blend® Extended Term Series Class S	0.95%	1.10%
Pro-Blend® Extended Term Series Class I	0.85%	—
Pro-Blend® Extended Term Series Class C	0.95%	1.85%
Pro-Blend® Extended Term Series Class R	0.95%	1.35%
Pro-Blend® Maximum Term Series Class S	0.95%	1.10%
Pro-Blend® Maximum Term Series Class I	0.85%	—
Pro-Blend® Maximum Term Series Class C	0.95%	1.85%
Pro-Blend® Maximum Term Series Class R	0.95%	1.35%

The Advisor may change or eliminate all or part of its voluntary waiver at any time. For the year ended October 31, 2012, the Advisor did not waive fees or reimburse expenses for any of the Series.

The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

The Advisor has agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent and sub-transfer agent. The Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0175% on the first $3 billion of average daily net assets (excluding Target Series); 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 and cusip-based fees and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. Effective October 1, 2012, the aforementioned agreements were modified to reduce the annual fee related to fund accounting and administration, as well as transfer agent fees by 10%, excluding out-of-pocket expenses.

156

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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

4. Purchases and Sales of Securities

For the year ended October 31, 2012, 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	$	548,277,199		$304,332,209		$388,664,042		$245,889,440
Pro-Blend® Moderate Term Series		462,165,627		276,858,638		481,720,000		83,642,244
Pro-Blend® Extended Term Series		571,206,576		301,592,820		529,629,484		176,394,711
Pro-Blend® Maximum Term Series		452,441,477		44,501,580		415,172,788		67,513,006

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 10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		26,069,181		$	343,763,360			41,128,782		$	538,739,989
Reinvested		2,267,263			28,835,907			2,348,318			29,945,209
Repurchased		(23,020,286	)		(304,046,708	)		(28,447,470	)		(372,362,380	)
Total		5,316,158		$	68,552,559			15,029,630		$	196,322,818
PRO-BLEND® CONSERVATIVE TERM SERIES CLASS I:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		11,315,785		$	120,465,074			6,621,598		$	70,534,777
Reinvested		496,678			5,126,231			464,786			4,845,089
Repurchased		(6,068,215	)		(64,644,410	)		(2,853,614	)		(30,612,336	)
Total		5,744,248		$	60,946,895			4,232,770		$	44,767,530
PRO-BLEND® CONSERVATIVE TERM SERIES CLASS C:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,294,301		$	34,352,366			2,878,263		$	29,930,044
Reinvested		165,508			1,656,482			87,934			892,913
Repurchased		(808,540	)		(8,436,523	)		(482,213	)		(5,010,887	)
Total		2,651,269		$	27,572,325			2,483,984		$	25,812,070
PRO-BLEND® CONSERVATIVE TERM SERIES CLASS R:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,136,578		$	32,630,982			313,344		$	3,231,709
Reinvested		38,175			386,243			456			4,741
Repurchased		(354,355	)		(3,733,100	)		(42,968	)		(447,772	)
Total		2,820,398		$	29,284,125			270,832		$	2,788,678

157

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

PRO-BLEND® MODERATE TERM SERIES CLASS S:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		13,456,576		$	173,187,990			21,968,787		$	286,379,412
Reinvested		2,497,934			30,293,484			1,475,969			18,769,387
Repurchased		(15,524,966	)		(199,950,024	)		(19,552,324	)		(255,845,262	)
Total		429,544		$	3,531,450			3,892,432		$	49,303,537
PRO-BLEND® MODERATE TERM SERIES CLASS I:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		19,011,171		$	195,393,293			10,586,608		$	112,330,732
Reinvested		1,793,291			17,519,244			931,494			9,639,123
Repurchased		(7,863,290	)		(80,891,498	)		(5,691,539	)		(60,329,149	)
Total		12,941,172		$	132,021,039			5,826,563		$	61,640,706
PRO-BLEND® MODERATE TERM SERIES CLASS C:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,743,976		$	28,755,211			3,188,019		$	34,023,071
Reinvested		295,321			2,909,073			101,484			1,061,587
Repurchased		(974,897	)		(10,273,739	)		(773,849	)		(8,231,166	)
Total		2,064,400		$	21,390,545			2,515,654		$	26,853,492
PRO-BLEND® MODERATE TERM SERIES CLASS R:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,467,798		$	26,568,820			1,781,246		$	19,006,290
Reinvested		125,978			1,275,941			2,016			21,870
Repurchased		(683,284	)		(7,401,853	)		(99,656	)		(1,089,061	)
Total		1,910,492		$	20,442,908			1,683,606		$	17,939,099
PRO-BLEND® EXTENDED TERM SERIES CLASS S:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		13,112,333		$	202,738,783			16,001,971		$	251,124,390
Reinvested		2,045,908			29,485,102			564,378			8,698,817
Repurchased		(11,985,226	)		(186,275,586	)		(14,847,080	)		(232,518,001	)
Total		3,173,015		$	45,948,299			1,719,269		$	27,305,206
PRO-BLEND® EXTENDED TERM SERIES CLASS I:	FOR THE YEAR ENDED 10/31/12						FOR THE YEAR ENDED 10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		21,647,453		$	216,083,753			12,745,928		$	134,769,394
Reinvested		1,373,291			13,023,907			363,643			3,769,679
Repurchased		(13,118,636	)		(131,307,939	)		(9,261,024	)		(98,182,021	)
Total		9,902,108		$	97,799,721			3,848,547		$	40,357,052

158

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

PRO-BLEND® EXTENDED TERM SERIES CLASS C:	FOR THE YEAR ENDED  10/31/12						FOR THE YEAR ENDED  10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,122,883		$	22,673,316			4,089,975		$	45,138,799
Reinvested		384,905			3,827,641			50,691			552,372
Repurchased		(1,041,421	)		(11,141,698	)		(581,472	)		(6,343,489	)
Total		1,466,367		$	15,359,259			3,559,194		$	39,347,682
PRO-BLEND® EXTENDED TERM SERIES CLASS R:	FOR THE YEAR ENDED  10/31/12						FOR THE YEAR ENDED  10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,966,151		$	32,865,356			742,885		$	8,337,390
Reinvested		120,408			1,254,744			933			10,782
Repurchased		(499,400	)		(5,671,501	)		(24,790	)		(288,098	)
Total		2,587,159		$	28,448,599			719,028		$	8,060,074
PRO-BLEND® MAXIMUM TERM SERIES CLASS S:	FOR THE YEAR ENDED  10/31/12						FOR THE YEAR ENDED  10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,736,070		$	76,881,479			10,313,961		$	170,140,771
Reinvested		135,989			2,059,460			167,146			2,721,541
Repurchased		(10,099,677	)		(164,352,376	)		(12,380,054	)		(201,770,974	)
Total		(5,227,618	)	$	(85,411,437	)		(1,898,947	)	$	(28,908,662	)
PRO-BLEND® MAXIMUM TERM SERIES CLASS I:	FOR THE YEAR ENDED  10/31/12						FOR THE YEAR ENDED  10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		16,683,670		$	170,265,289			8,318,101		$	88,898,033
Reinvested		136,210			1,338,627			94,403			994,204
Repurchased		(8,295,889	)		(84,917,904	)		(6,413,546	)		(68,366,415	)
Total		8,523,991		$	86,686,012			1,998,958		$	21,525,822
PRO-BLEND® MAXIMUM TERM SERIES CLASS C:	FOR THE YEAR ENDED  10/31/12						FOR THE YEAR ENDED  10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		624,670		$	6,847,410			1,158,000		$	12,880,192
Reinvested		1,483			14,790			3,732			41,088
Repurchased		(321,604	)		(3,491,401	)		(141,903	)		(1,528,428	)
Total		304,549		$	3,370,799			1,019,829		$	11,392,852
PRO-BLEND® MAXIMUM TERM SERIES CLASS R:	FOR THE YEAR ENDED  10/31/12						FOR THE YEAR ENDED  10/31/11
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,291,508		$	15,255,655			319,544		$	3,625,125
Reinvested		4,971			55,655			166			2,032
Repurchased		(195,888	)		(2,402,601	)		(28,368	)		(339,863	)
Total		1,100,591		$	12,908,709			291,342		$	3,287,294

159

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

At October 31, 2012, 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		122,593		0.1	%	$	1,352,197
Pro-Blend® Moderate Term Series		284,226		0.3	%		3,032,689
Pro-Blend® Extended Term Series		1,642,665		1.6	%		17,247,980
Pro-Blend® Maximum Term Series		1,640,736		2.7	%		17,966,058

In addition, one shareholder owned 14,815,859 shares of Pro-Blend^® Moderate Term Series (13.3% of shares outstanding) valued at $158,085,219. The Target 2040 Series, another series of the Fund, owned 6,970,418 shares of Pro-Blend^® Maximum Term Series (11.6% of shares outstanding) valued at $76,326,078. Investment activities of these shareholders may have a material effect on the Series.

6. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms, liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s) and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2012.

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 on 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. For the fiscal year ended October 31, 2012, $66,212 and $26,079 were reclassified within the capital accounts from Undistributed Net Investment Income to Accumulated Net Realized Gain on Investments for Pro-Blend^® Conservative Term Series and Pro-Blend^® Moderate Term Series, respectively. $348,946 and $81,204 were reclassified within the capital accounts from Accumulated Net Realized Gain on Investments to Undistributed Net Investment Income for Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, respectively. Any such reclassifications are not reflected in the financial highlights.

160

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

The tax character of distributions paid were as follows:

	PRO-BLEND® CONSERVATIVE TERM SERIES				PRO-BLEND® MODERATE TERM SERIES
	FOR THE YEAR ENDED 10/31/12		FOR THE YEAR ENDED 10/31/11		FOR THE YEAR ENDED 10/31/12		FOR THE YEAR ENDED 10/31/11
Ordinary income	$	23,254,049	$	24,078,415	$	25,502,215	$	16,673,921
Long-term capital gains		16,955,171		15,715,342		31,469,820		15,353,111
	PRO-BLEND® EXTENDED TERM SERIES				PRO-BLEND® MAXIMUM TERM SERIES
	FOR THE YEAR ENDED 10/31/12		FOR THE YEAR ENDED 10/31/11		FOR THE YEAR ENDED 10/31/12		FOR THE YEAR ENDED 10/31/11
Ordinary income	$	18,107,350	$	16,063,588	$	4,814,647	$	5,155,524
Long-term capital gains		39,623,892		—		—		—

At October 31, 2012, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost of investments for federal income tax purposes were as follows:

	PRO-BLEND® CONSERVATIVE TERM SERIES			PRO-BLEND® MODERATE TERM SERIES			PRO-BLEND® EXTENDED TERM SERIES			PRO-BLEND® MAXIMUM TERM SERIES
Cost for federal income tax purposes	$	1,253,609,830		$	1,252,200,518		$	1,275,153,080		$	778,289,867
Unrealized appreciation		83,796,452			103,389,378			116,042,194			92,061,044
Unrealized depreciation		(16,199,979	)		(34,201,776	)		(44,672,314	)		(39,974,088	)
Net unrealized appreciation	$	67,596,473		$	69,187,602		$	71,369,880		$	52,086,956
Undistributed ordinary income		13,821,666			11,944,432			13,874,175			409,444
Undistributed long-term gains		25,185,893			29,195,119			40,528,335			18,411,593

The Pro-Blend^® Maximum Term Series utilized capital loss carryovers of $15,905,020 in the current year.

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized by the Series after October 31, 2011, may get carried forward indefinitely, and will retain their character as short-term and/or long-term losses. Prior to the Act, net capital losses incurred by the Series were carried forward for eight years and treated as short-term losses. The Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

As of October 31, 2012, the Series did not have pre or post-enactment net capital loss carryforwards.

161

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, 2012, 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, 2012 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 19, 2012

162

Supplemental Tax Information

(unaudited)

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

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

Series	QDI
Pro-Blend® Conservative Term Series	$	4,570,911
Pro-Blend® Moderate Term Series		8,455,900
Pro-Blend® Extended Term Series		9,377,345
Pro-Blend® Maximum Term Series		4,814,647

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		11.73	%
Pro-Blend® Moderate Term Series		17.75	%
Pro-Blend® Extended Term Series		27.84	%
Pro-Blend® Maximum Term Series		100.00	%

The percentage of ordinary income distribution paid by the Series during the year ended October 31, 2012 which was derived from U.S. Treasury securities is as follows:

Series	U.S. Treasury%
Pro-Blend® Conservative Term Series		4.16	%
Pro-Blend® Moderate Term Series		1.86	%
Pro-Blend® Extended Term Series		2.06	%
Pro-Blend® Maximum Term Series		1.12	%

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.

163

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:	65
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office1 & Length of Time Served:	Indefinite - Director since 1984; Principal Executive Officer since 2002;
	President since 2004; Vice President 1984-2003;
Principal Occupation(s) During Past 5 Years:	Executive Vice President; Chief Compliance Officer since 2004; Vice
	Chairman since June 2010; Co-Executive Director from 2003-2010 -
	Manning & Napier Advisors, LLC, President; Director - Manning & Napier
	Investor Services, Inc.
	Holds or has held one or more of the following titles for various
	subsidiaries and affiliates: President, Vice President, Director, Chairman,
	Treasurer, Chief Compliance Officer or Member.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Independent Directors
Name:	Stephen B. Ashley
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee
	Member
Term of Office & Length of Time Served:	Indefinite - Since 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director, President & Chief Executive Officer, The Ashley Group
	(property management and investment). Director 1995-2008 and
	Chairman (non-executive) 2004-2008 - Fannie Mae (mortgage)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Fannie Mae (1995-2008)
	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	74
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:	41
Other Directorships Held Outside Fund Complex:	Partnership for New York City, Inc. (non-profit) (1989-2010)
	New York Collegium (non-profit) (2004-2011)
	Boston Early Music Festival (non-profit)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	77
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:	41
Other Directorships Held Outside Fund Complex:	N/A

164

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	66
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee
	Member
Term of Office & Length of Time Served:	Indefinite - Since 2007
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Alsius Corporation (investments);
	Managing Member, PMSV Holdings LLC (investments) since 1991;
	Managing Member, Venbio (investments) since 2010.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	Incyte Corp. (2000-present)
	ViroPharma, Inc. (2000-present)
	WebMD (2000-2010)
	Cheyne Capital International (2000-present)
	MPM Bio-equities (2000-2009)
	GMP Companies (2000-present)
	HoustonPharma (2000-2009)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	62
Current Position(s) Held with Fund:	Director, Audit Committee Member, Governance & Nominating Committee
	Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (investments)
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Officers
Name:	Ryan Albano
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Assistant Chief Financial Officer
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Fund Reporting Manager since 2011 - Manning & Napier Advisors, LLC;
	Manager (2004-2011) – KPMG LLP
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jeffrey S. Coons, Ph.D., CFA
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	49
Current Position(s) Held with Fund:	Vice President
Term of Office1 & Length of Time Served:	Since 2004
Principal Occupation(s) During Past 5 Years:	President since 2010, Co-Director of Research since 2002 - Manning &
	Napier Advisors, LLC
	Holds one or more of the following titles for various subsidiaries and
	affiliates: President, Director, Treasurer or Senior Trust Officer.
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	25
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2011
Principal Occupation(s) During Past 5 Years:	Mutual Fund Compliance Specialist since 2009 - Manning & Napier
	Advisors, LLC
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

165

Directors’ and Officers’ Information

(unaudited)

Officers (continued)
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	46
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting, Manning & Napier Advisors, LLC since 1997
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	44
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, LLC and affiliates
	since 1990 (title change in 2005 from Compliance Manager to Director of
	Compliance); Corporate Secretary, Manning & Napier Investor Services,
	Inc. since 2006
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	47
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC & affiliates since 2000; Holds
	one or more of the following titles for various affiliates; Director or
	Corporate Secretary
Number of Portfolios Overseen within Fund Complex:	41
Other Directorships Held Outside Fund Complex:	N/A

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

¹The term of office 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.

166

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

The Series’ complete schedule of portfolio holdings for the 1^st and 3^rd quarters of each fiscal year are provided on

Form N-Q, and are available, without charge, upon request:

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

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

Prospectus and Statement of Additional Information (SAI)

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.manning-napier.com

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

MNPRO-10/12-AR

ITEM 2: CODE OF ETHICS

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no amendments were made to the provisions of the code of ethics adopted in 2 (a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2 (a) above were granted.

(d) Not applicable to the registrant due to the response given in 2 (c) above.

ITEM 3: AUDIT COMMITTEE FINANCIAL EXPERT

All of the members of the Audit committee have been determined by the Registrant’s Board of Directors to be Audit Committee Financial Experts as defined in this item. The current members of the Audit Committee are: Stephen B. Ashley, Paul A. Brooke, Harris H. Rusitzky, and Chester N. Watson. All Audit Committee members are independent under applicable rules. This designation will not increase the designee’s duties, obligations or liability as compared to their duties, obligations and liability as a member of the Audit Committee and of the Board.

ITEM 4: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Principal Accountant Fees and Services

Aggregate fees for professional services rendered for the Manning & Napier Fund, Inc. (Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Tax Managed Series, Equity Series, Overseas Series, Dividend Focus Series, Target Income Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series, and Target 2055 Series, collectively the “Fund”) by PricewaterhouseCoopers LLP (“PwC”) as of and for the years ended October 31, 2012 and 2011 were:

	2012		2011
Audit Fees (a)		369,967		283,745
Audit Related Fees (b)		0		0
Tax Fees (c)		112,050		80,750
All Other Fees (d)		0		0
		482,017		364,495

(a) Audit Fees

These fees relate to professional services rendered by PwC for the audit of the Fund’s annual financial statements or services normally provided by the accountant in connection with statutory and regulatory filing or engagements. These services include the audits of the financial statements of the Fund, issuance of consents, income tax provision procedures and assistance with review of documents filed with the SEC.

(b) Audit-Related Fees

These fees relate to assurance and related services by PwC that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under “Audit Fees” above.

(c) Tax Fees

These fees relate to professional services rendered by PwC for tax compliance, tax advice and tax planning. The tax services provided by PwC related to the review of the Fund’s federal and state income tax returns, excise tax calculations and returns, a review of the Fund’s calculations of capital gain and income distributions, and additional tax research for compliance purposes.

(d) All Other Fees

These fees relate to products and services provided by PwC other than those reported above under “Audit Fees,” “Audit-Related Fees,” and “Tax Fees” above.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2012 and 2011.

Non-Audit Services to the Fund’s Service Affiliates that were Pre-Approved by the Fund’s Audit Committee

The Fund’s Audit Committee is required to pre-approve non-audit services which meet both the following criteria:

i) Directly relate to the Fund’s operations and financial reporting; and

ii) Rendered by PwC to the Fund’s advisor, Manning & Napier Advisors, LLC, and entities in a control relationship with the advisor (“service affiliate”) that provide ongoing services to the Fund. For purposes of disclosure, Manning & Napier Investor Services, Inc. is considered to be a service affiliate.

	2012		2011
Audit Related Fees		1,944		1,944
Tax Fees		0		0
		1,944		1,944

The Audit Related fees for the years ended October 31, 2012 and 2011 were for a license for proprietary authoritative financial reporting and assurance literature library software.

There were no amounts that were approved by the Audit Committee pursuant to the de minimus exception (Rule 2-01(c)(7) of Regulation S-X) for the fiscal years ended October 31, 2012 and 2011.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2012 and 2011 were $112,050 and $80,750, respectively. Aggregate fees billed to the Fund’s advisor and service affiliates for non-audit services were $1,944 and $1,944, respectively. These amounts include fees for non-audit services required to be pre-approved and fees for non-audit services that did not require pre-approval since they did not relate to the Fund’s operations and financial reporting.

The Fund’s Audit Committee has considered whether the provisions for non-audit services to the Fund’s advisor and service affiliates, which did not require pre-approval, are compatible with maintaining PwC’s independence.

ITEM 5: AUDIT COMMITTEE OF LISTED REGISTRANTS

Not applicable.

ITEM 6: INVESTMENTS

(a) See Investment Portfolios under Item 1 on this Form N-CSR.

(b) Not applicable.

ITEM 7: DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 8: PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 9: PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 10: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedure by which shareholders may recommend nominees to the registrant’s board of directors.

ITEM 11: CONTROLS AND PROCEDURES

(a) Based on their evaluation of the Funds’ disclosure controls and procedures, as of a date within 90 days of the filing date, the Funds’ Principal Executive Officer and Principal Financial Officer have concluded that the Funds’ disclosure controls and procedures are: (i) reasonably designed to ensure that information required to be disclosed in this report is appropriately communicated to the Funds’ officers to allow timely decisions regarding disclosures required in this report; (ii) reasonably designed to ensure that information required to be disclosed in this report is recorded, processed, summarized and reported in a timely manner; and (iii) are effective in achieving the goals described in (i) and (ii) above.

(b) During the second fiscal quarter of the period covered by this report, there have been no changes in the Funds’ internal control over financial reporting that the above officers believe to have materially affected, or to be reasonably likely to materially affect, the Funds’ internal control over financial reporting.

ITEM 12: EXHIBITS

(a)(1) Code of ethics that is subject to the disclosure of Item 2 above.

(a)(2) Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as EX-99.CERT.

(a)(3) Not applicable.

(b) A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX-99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

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 26, 2012

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 26, 2012

/s/ Christine Glavin

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

December 26, 2012

EX-99.CODE ETH

EXETER FUND, INC.

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

PRINCIPAL FINANCIAL OFFICERS

I. COVERED OFFICERS/PURPOSE OF THE CODE

Exeter Fund, Inc. (the “Company” or the “Fund”) code of ethics (this “Code”) applies to the Company’s Principal Executive Officer (“CEO”) and Principal Financial Officer (“CFO”) (the “Covered Officers” each of whom are set forth in Exhibit A) for the purpose of meeting the standards of the Company for:

-    honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

-    full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

-    compliance with applicable laws and governmental rules and regulations;

-    the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

-    accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.¹

II. COVERED OFFICERS SHOULD HANDLE ACTUAL AND APPARENT CONFLICTS OF INTEREST ETHICALLY

OVERVIEW. A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his or her service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

----------------------------

¹ Item 2 of Form N-CSR requires a registered investment company to disclose annually whether, as of the end of the period covered by the report, it has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these officers are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, it must explain why it has not done so. The registrant must also: (1) file with the SEC a copy of the code as an exhibit to its annual report; (2) post the text of the code on its Internet website and disclose, in its most recent report on Form N-CSR, its Internet address and the fact that it has posted the code on its Internet website; or (3) undertake in its most recent report on Form N-CSR to provide to any person without charge, upon request, a copy of the code and explain the manner in which such request may be made. Disclosure is also required of amendments to, or waivers (including implicit waivers) from, a provision of the code in the registrant’s annual report on Form N-CSR or on its website. If the registrant intends to satisfy the requirement to disclose amendments and waivers by posting such information on its website, it will be required to disclose its Internet address and this intention.

1

Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (the “Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property held by the Fund) with the Company because of their status as “affiliated persons” of the Company. Each Covered Officer is an employee of the Company’s Investment Advisor (“Investment Advisor”). The Company’s and the Investment Advisor’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts may arise from, or as a result of, the contractual relationship between the Company and the Investment Advisor of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the Investment Advisor, or for both), be involved in establishing policies and implementing decisions which will have different effects on the Investment Advisor and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the Investment Advisor and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Board of Directors of the Company (the “Board”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other Codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

Each Covered Officer must:

-    not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;

-    not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than for the benefit of the Company;

-    not retaliate against any employee or Covered Officer or affiliated persons for reports of potential violations that are made in good faith;

-    comply with the Company’s 17j-1 Code of Ethics.

2

There are some potential conflict of interest situations that the Covered Officer will need to discuss with the Company’s Chief Legal Officer, and/or Company’s Outside counsel. Examples of these include:²

-    service as a director on the board of any public or private company;

-    the receipt of any non-nominal gifts (i.e. in excess of $100) from people who have business dealings or prospective business dealings with the Company;

-    the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

-    any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than its Investment Adviser, principal underwriter, administrator or any affiliated person thereof;

-    effecting portfolio transactions or selling or redeeming shares that result in a direct or indirect financial interest by virtue of such Covered Officer being an interested party (other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership).

III. DISCLOSURE & COMPLIANCE

A. Disclosure

-----------------------

-    Each Covered Officer should familiarize him or herself with the disclosure requirements generally applicable to the Company;

-    Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s directors and auditors, and to governmental regulators and self-regulatory organizations;

-    Each Covered Officer should not knowingly permit the preparation or filing of any financial statement which (i) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered or (ii) does not fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Company as of, and for, the periods presented in such financial statement;

B. Compliance

-------------------------

-    Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Company and the Company’s Investment Adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submit to, the SEC and in other public communications made by the Company; and

-    It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

--------------------------------------

² Any activity or relationship that would present a conflict for a Covered Officer would likely also present a conflict for the Covered Officer if a member of the Covered Officer’s immediate family engages in such an activity or has such a relationship.

3

IV. REPORTING AND ACCOUNTABILITY

Each Covered Officer must:

-    upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he or she has received, read, and understands the Code;

-    annually thereafter affirm to the Board that he or she has complied with the requirements of the Code; and

-    notify the Chief Legal Officer promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation with the assistance of outside counsel, if deemed necessary. However, any approvals or waivers³ sought by the Covered Officers will be pre-approved by the Audit Committee of the Board (the “Committee”).

The Company will follow these procedures in investigating and enforcing this Code:

-    the Chief Legal Officer will take all appropriate action to investigate any potential violations reported to him or her;

-    if, after such investigation, the Chief Legal Officer believes that no violation has occurred, the Chief Legal Officer is not required to take any further action;

-    any matter that the Chief Legal Officer believes is a violation will be reported to the Committee;

-    if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures, notification to appropriate personnel of the Investment Advisor or its board;

-    the Committee will be responsible for granting waivers, as appropriate; and

-    any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

----------------------------------------

³ Item 2 of Form N-CSR defines “waiver” as “the approval by the registrant of a material departure from a provision of the code of ethics” and “implicit waiver,” which must also be disclosed, as “the registrant’s failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer” of the registrant.

4

V. OTHER POLICIES AND PROCEDURES

This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Company, the Investment Adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superceded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Company’s, Investment Adviser’s, principal underwriter’s and service providers’ codes of ethics under Rule 17j-1 under the Act and the Investment Adviser’s more detailed policies and procedures are separate requirements applying to the Covered Officers and others, and are not part of this Code.

VI. AMENDMENTS

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Company’s board, including a majority of independent directors.

VII. CONFIDENTIALITY

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and its counsel, and the Investment Adviser.

VIII. INTERNAL USE

The Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion.

Date: November 2004

5

EXHIBIT A

Persons Covered by Exeter Fund Principal Executive and Financial Officers Code

of Ethics

Effective as of November 2004

Officer Title	Officer Name
---------------	-----------------
President (Principal Executive Officer)	B. Reuben Auspitz
Chief Financial Officer (Principal Financial Officer)	Christine Glavin
Chief Legal Officer	Richard B. Yates

6

EX-99.CERT

Certification

I, B. Reuben Auspitz, certify that:

1. I have reviewed this report on Form N-CSR of Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Tax Managed Series, Equity Series, Overseas Series, Dividend Focus Series, Target Income Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series, and Target 2055 Series, each a series of Manning & Napier Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	December 26, 2012	/s/ B. Reuben Auspitz
		B. Reuben Auspitz
		President & Principal Executive Officer of Manning & Napier Fund, Inc.

Certification

I, Christine Glavin, certify that:

1. I have reviewed this report on Form N-CSR of Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series, Pro-Blend^® Maximum Term Series, Tax Managed Series, Equity Series, Overseas Series, Dividend Focus Series, Target Income Series, Target 2010 Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series, and Target 2055 Series, each a series of Manning & Napier Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	December 26, 2012	/s/ Christine Glavin
		Christine Glavin
		Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

EX-99.906CERT

CERTIFICATION

B. Reuben Auspitz, Chief Executive Officer, and Christine Glavin, Chief Financial Officer of Manning & Napier Fund, Inc. (the “Registrant”), each certify to the best of his or her knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended October 31, 2012 (the “Form N-CSR”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Chief Executive Officer Manning & Napier Fund, Inc.	Chief Financial Officer Manning & Napier Fund, Inc.
/s/ B. Reuben Auspitz	/s/ Christine Glavin
B. Reuben Auspitz Date: December 26, 2012	Christine Glavin Date: December 26, 2012

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Manning & Napier Fund, Inc. and will be retained by Manning & Napier Fund, Inc. and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.

This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR with the Commission.