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

Manning & Napier Fund, Inc.

(Exact name of registrant as specified in charter)

290 Woodcliff Drive, Fairport, NY 14450

(Address of principal executive offices)(Zip Code)

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

(Name and address of agent for service)

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

Date of fiscal year end: October 31

Date of reporting period: November 1, 2016 through October 31, 2017

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

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

ITEM 1: REPORTS TO STOCKHOLDERS.

Equity Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Just one year ago, many investors were anticipating a widespread sell-off in domestic equity markets after Donald Trump won the election for the U.S. presidency. Not only did a sell-off fail to materialize, but equities actually moved sharply higher and remained on an upward trajectory throughout the year. The advance in equities was despite ongoing uncertainty surrounding policy implementation and how the new administration’s agenda might ultimately affect U.S. economic growth. For the year ended October 31, 2017, domestic equities were up 23.63%, as measured by the S&P 500 Index. International equities, as measured by the MSCI ACWI ex USA Index, also fared extraordinarily well, up 23.64%. Domestic investment-grade bonds, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, experienced relatively subdued performance, up 0.90%. Within fixed income, corporate bonds led, with high-yield securities in particular delivering very strong performance.

Much of the move upward in asset markets has been driven by stronger corporate earnings that materialized in early 2017 within both developed and emerging markets, supported by synchronized economic growth across all major global regions. Further, although Federal Reserve (Fed) policymakers continued gradually raising the target range for the federal funds rate and began reducing the Fed’s securities holdings, central bank policies across the globe have remained generally accommodative, providing an additional tailwind for asset prices.

Investors are undoubtedly enjoying the “Goldilocks” state of the economy: not too cold so as to usher in a recession, and not too hot so as to cause runaway inflation. Nonetheless, it is our view that market participants should temper their expectations going forward. The U.S. continues to move along in its economic cycle, and while it is not our view that we are on the cusp of a bear market, the status of our indicators suggest that we are certainly closer to the end of the current bull market than we are to the beginning. Complacency is elevated, there are significantly fewer pockets of cheap valuations remaining compared to the past several years, and U.S. valuations in particular limit upside potential, offering little support for asset prices should volatility in the financial markets materialize. This is surely not the time for investors to chase returns or take on unnecessary risk. Rather, it is our view that current market dynamics are consistent with rising risks that must be actively managed, and investors should maintain allocations consistent with their long-term investment objectives.

With this in mind, we discuss recent fund performance in this report, highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful, and look forward to working with you in the years ahead to meet your investment goals.

Thank you for your continued confidence in us.

Sincerely,

Manning & Napier Advisors, LLC

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 and do not reflect any fees or expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

The MSCI ACWI ex USA Index (ACWIxUS) is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

1

Equity Series

Fund Commentary

(unaudited)

Investment Objective

To provide long-term growth of capital by investing primarily in common stocks. The Series may invest in large-, mid and small-size companies within the U.S.

Performance Commentary

U.S. equity markets delivered very strong absolute returns for the twelve-month period ended October 31, 2017. The Russell 3000 Index returned 23.98%; however, performance varied largely between sectors, with six sectors generating returns of 20% or more, while three sectors generated returns of 4% or less. In general, growth stocks benefitted from increased earnings estimates as global markets rose throughout 2017.

The Equity Series returned 22.68% during the year, slightly underperforming the benchmark on a relative basis. Importantly, the Series has provided robust positive absolute returns over the current stock market cycle, which began in April 2000. The Series’ underperformance relative to the Russell 3000 benchmark during the year was driven by equity selection. Conversely, sector positioning aided relative returns. The most notable detractors from relative performance were equity selection in Consumer Discretionary, Health Care, and Consumer Staples along with an underweight allocation to Financials relative to the benchmark. This was offset by underweight allocations to the Energy and Consumer Staples sectors, an overweight allocation to Information Technology, and strong stock selection in the Real Estate and Information Technology sectors, all of which aided relative returns.

Our focus on growing companies which we believe can control their own destiny has led to meaningful allocations to the Health Care and Information Technology sectors. The Series has relatively little exposure to economically sensitive sectors including Financials and Energy. We have generally found companies within some of the more defensive sectors to be overvalued given the lower growth prospects, which has led to underweight allocations to Utilities and Consumer Staples relative to the benchmark.

As we begin the new fiscal year, broad-based earnings growth, accelerating business activity, and an improving global economic backdrop are supportive of domestic equity prices. However, as markets continue to advance, we believe it is important to express our view that investors should exercise caution and selectivity due to rising risks associated with elevated complacency, stretched valuations, and the inflection in monetary policy to less accommodative conditions. We believe these risk factors reinforce the need for an active, fundamentals-based investment approach, as it will be critical to manage them going forward.

Please see the next page for additional performance information as of October 31, 2017.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

All investments involve risks, including possible loss of principal. As with any stock fund, the value of your investment will fluctuate in response to stock market movements. Investing in the Series will also involve a number of other risks, including issuer-specific risk, small-cap/mid-cap risk, and interest rate risk.

2

Equity Series

Performance Update as of October 31, 2017

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2017
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Equity Series3,4		22.68	%		13.67	%		6.33	%		8.17	%
Russell 3000® Index5		23.98	%		15.12	%		7.61	%		6.61	%

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, 2017 to the Russell 3000^® Index.

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

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

³ The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2017, 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 1.20% for the year ended October 31, 2017.

⁴ Prior to July 10, 2002, all 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 Manning & Napier Advisors, Inc. (predecessor to Manning & Napier Advisors, LLC), an affiliate of the distributor, and reorganized into the Manning & Napier Fund, Inc. Equity Series on July 10, 2002. The Collective was not open to the public generally or registered under the Investment Company Act of 1940 and the fees of the Collective were lower than the Series’ fees. Therefore, historical performance of the Collective would have been lower if the Collective had been subject to the same fees as the Series.

⁵ The Russell 3000^® Index is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. The Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. The Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg.

3

Equity Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING  ACCOUNT VALUE                   5/1/17	ENDING  ACCOUNT VALUE                    10/31/17	EXPENSES PAID  DURING PERIOD*              5/1/17-10/31/17
Actual	$1,000.00	$1,097.70	$5.55
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 ratios stated above may differ from the expense ratios stated in the financial highlights, which are 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, 2017

(unaudited)

5

Equity Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 99.4%
Consumer Discretionary - 12.5%
Hotels, Restaurants & Leisure - 1.0%
Jack in the Box, Inc.		8,180	$	846,712
Internet & Direct Marketing Retail - 4.6%
Amazon.com, Inc.*		1,460		1,613,709
The Priceline Group, Inc.*		1,165		2,227,433
				3,841,142
Specialty Retail - 4.8%
AutoZone, Inc.*		2,670		1,573,965
Dick’s Sporting Goods, Inc.		31,290		765,666
O’Reilly Automotive, Inc.*		7,690		1,622,206
				3,961,837
Textiles, Apparel & Luxury Goods - 2.1%
NIKE, Inc. - Class B		31,625		1,739,059
Total Consumer Discretionary				10,388,750
Consumer Staples - 5.0%
Beverages - 1.8%
The Coca-Cola Co.		32,995		1,517,110
Food & Staples Retailing - 1.2%
Sprouts Farmers Market, Inc.*		54,160		1,001,418
Food Products - 2.0%
Campbell Soup Co.		34,900		1,653,213
Total Consumer Staples				4,171,741
Energy - 1.5%
Energy Equipment & Services - 1.5%
Diamond Offshore Drilling, Inc.*		28,190		471,619
Oceaneering International, Inc.		16,470		333,023
Transocean Ltd.*		39,795		417,848
Total Energy				1,222,490
Financials - 5.2%
Capital Markets - 5.2%
BlackRock, Inc.		3,545		1,669,092
The Charles Schwab Corp.		32,330		1,449,677
E*TRADE Financial Corp.*		28,320		1,234,469
Total Financials				4,353,238
Health Care - 21.5%
Biotechnology - 9.4%
Biogen, Inc.*		3,975		1,238,849
BioMarin Pharmaceutical, Inc.*		17,690		1,452,172
Incyte Corp.*		10,660		1,207,245
Regeneron Pharmaceuticals, Inc.*		3,710		1,493,720

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

6

Equity Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Health Care (continued)
Biotechnology (continued)
Seattle Genetics, Inc.*		20,300	$	1,244,593
Vertex Pharmaceuticals, Inc.*		8,110		1,185,925
				7,822,504
Health Care Equipment & Supplies - 1.0%
Intuitive Surgical, Inc.*		2,325		872,712
Health Care Providers & Services - 3.8%
DaVita, Inc.*		32,270		1,960,080
Express Scripts Holding Co.*		19,880		1,218,445
				3,178,525
Health Care Technology - 0.8%
Cerner Corp.*		9,695		654,606
Life Sciences Tools & Services - 1.5%
Thermo Fisher Scientific, Inc.		6,470		1,254,080
Pharmaceuticals - 5.0%
Bristol-Myers Squibb Co.		25,575		1,576,954
Johnson & Johnson		18,305		2,551,900
				4,128,854
Total Health Care				17,911,281
Industrials - 10.1%
Aerospace & Defense - 1.9%
Arconic, Inc.		62,690		1,574,773
Air Freight & Logistics - 3.8%
C.H. Robinson Worldwide, Inc.		10,820		849,695
FedEx Corp.		10,295		2,324,714
				3,174,409
Professional Services - 3.4%
Equifax, Inc.		7,425		805,835
Nielsen Holdings plc		54,230		2,010,306
				2,816,141
Road & Rail - 1.0%
Genesee & Wyoming, Inc. - Class A*		12,405		890,431
Total Industrials				8,455,754
Information Technology - 28.1%
Internet Software & Services - 6.0%
Alphabet, Inc. - Class A*		1,045		1,079,527
Alphabet, Inc. - Class C*		1,065		1,082,722
Facebook, Inc. - Class A*		15,700		2,826,941
				4,989,190

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

7

Equity Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services - 5.1%
MasterCard, Inc. - Class A		11,405	$	1,696,722
Visa, Inc. - Class A		23,735		2,610,375
				4,307,097
Semiconductors & Semiconductor Equipment - 4.7%
Qorvo, Inc.*		15,640		1,185,668
Skyworks Solutions, Inc.		16,145		1,838,270
Texas Instruments, Inc.		9,000		870,210
				3,894,148
Software - 12.3%
Adobe Systems, Inc.*		9,735		1,705,183
CDK Global, Inc.		13,050		829,458
Electronic Arts, Inc.*		15,970		1,910,012
Microsoft Corp.		16,410		1,364,984
salesforce.com, Inc.*		17,755		1,817,047
ServiceNow, Inc.*		20,805		2,629,128
				10,255,812
Total Information Technology				23,446,247
Materials - 8.6%
Chemicals - 3.6%
Ashland Global Holdings, Inc.		30,670		2,084,947
CF Industries Holdings, Inc.		24,305		923,104
				3,008,051
Containers & Packaging - 2.0%
Ball Corp.		20,130		864,181
Sealed Air Corp.		18,270		808,082
				1,672,263
Metals & Mining - 3.0%
Freeport-McMoRan, Inc.*		83,305		1,164,604
Southern Copper Corp. (Peru)		30,950		1,329,302
				2,493,906
Total Materials				7,174,220
Real Estate - 4.7%
Equity Real Estate Investment Trusts (REITS) - 4.7%
American Tower Corp.		8,775		1,260,704
SBA Communications Corp.*		8,590		1,350,176
Weyerhaeuser Co.		35,905		1,289,349
Total Real Estate				3,900,229

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

8

Equity Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS (continued)
Telecommunication Services - 2.2%
Diversified Telecommunication Services - 2.2%
Zayo Group Holdings, Inc.*		49,820	$	1,796,509
TOTAL COMMON STOCKS
(Identified Cost $69,361,510)				82,820,459
SHORT-TERM INVESTMENT - 1.0%
Dreyfus Government Cash Management1, 0.93%
(Identified Cost $876,059)		876,059		876,059
TOTAL INVESTMENTS - 100.4%
(Identified Cost $70,237,569)				83,696,518
LIABILITIES, LESS OTHER ASSETS - (0.4%)				(341,611	)
NET ASSETS - 100%			$	83,354,907

* Non-income producing security.

¹ Rate shown is the current yield as of October 31, 2017.

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

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

9

Equity Series

Statement of Assets and Liabilities

October 31, 2017

ASSETS:
Investments, at value (identified cost $70,237,569) (Note 2)	$	83,696,518
Dividends receivable		20,295
Receivable for fund shares sold		38,402
TOTAL ASSETS		83,755,215
LIABILITIES:
Accrued management fees (Note 3)		50,144
Accrued shareholder services fees (Class S) (Note 3)		17,719
Accrued fund accounting and administration fees (Note 3)		13,323
Accrued Chief Compliance Officer service fees (Note 3)		306
Payable for securities purchased		216,129
Payable for fund shares repurchased		46,107
Audit fees payable		24,620
Other payables and accrued expenses		31,960
TOTAL LIABILITIES		400,308
TOTAL NET ASSETS	$	83,354,907
NET ASSETS CONSIST OF:
Capital stock	$	58,432
Additional paid-in-capital		64,248,020
Accumulated net realized gain on investments		5,589,506
Net unrealized appreciation (depreciation) on investments		13,458,949
TOTAL NET ASSETS	$	83,354,907
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($83,354,907/5,843,218 shares)	$	14.27

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

10

Equity Series

Statement of Operations

For the Year Ended October 31, 2017

INVESTMENT INCOME:
Dividends	$	989,884
EXPENSES:
Management fees (Note 3)		717,867
Shareholder services fees (Class S)(Note 3)		139,743
Transfer agent fees (Note 3)		44,223
Fund accounting and administration fees (Note 3)		40,364
Directors’ fees (Note 3)		5,812
Chief Compliance Officer service fees (Note 3)		3,899
Miscellaneous		79,234
Total Expenses		1,031,142
Less reduction of expenses (Note 3)		(130,652	)
Net Expenses		900,490
NET INVESTMENT INCOME		89,394
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments		7,152,318
Litigation proceeds (Note 4)		782,744
Net change in unrealized appreciation on investments		9,384,301
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		17,319,363
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	17,408,757

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

11

Equity Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	89,394		$	(784,137	)
Net realized gain on investments		7,935,062			13,723,248
Net change in unrealized appreciation (depreciation) on investments		9,384,301			(15,730,651	)
Net increase (decrease) from operations		17,408,757			(2,791,540	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		—			(42,667	)
From net realized gain on investments (Class S)		(4,244,499	)		(57,461,992	)
Total distributions to shareholders		(4,244,499	)		(57,504,659	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net decrease from capital share transactions (Note 5)		(28,279,625	)		(342,179,746	)
Net decrease in net assets		(15,115,367	)		(402,475,945	)
NET ASSETS:
Beginning of year		98,470,274			500,946,219
End of year (including undistributed net investment loss of $0 and $326,267, respectively)	$	83,354,907		$	98,470,274

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

12

Equity Series

Financial Highlights*

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.20		$	16.62		$	21.15		$	21.60		$	19.03
Income (loss) from investment operations:
Net investment income (loss)1		0.01			(0.07	)		0.01			(0.00	)2		0.01
Net realized and unrealized gain (loss) on investments		2.63			0.64			(0.42	)		2.51			5.14
Total from investment operations		2.64			0.57			(0.41	)		2.51			5.15
Less distributions to shareholders:
From net investment income		—			(0.00	)2		(0.00	)2		(0.01	)		(0.03	)
From net realized gain on investments		(0.57	)		(4.99	)		(4.12	)		(2.95	)		(2.55	)
Total distributions to shareholders		(0.57	)		(4.99	)		(4.12	)		(2.96	)		(2.58	)
Net asset value - End of year	$	14.27		$	12.20		$	16.62		$	21.15		$	21.60
Net assets - End of year (000’s omitted)	$	83,355		$	98,470		$	500,946		$	1,290,335		$	1,237,520
Total return3		22.68	%4		6.16	%		(1.46	%)		13.23	%		30.61	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		1.05	%		1.05	%		1.05	%		1.05	%		1.05	%
Net investment income (loss)		0.10	%		(0.55	%)		0.04	%		(0.01	%)		0.06	%
Portfolio turnover		71	%		40	%		62	%		61	%		52	%
*Effective March 1, 2017, Class A shares of the Series have been designated as Class S shares. **The investment advisor did not impose all or a portion of its management and/or other fees, and in some years may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.15	%		0.09	%		0.03	%		0.02	%		0.06	%

¹ Calculated based on average shares outstanding during the years.

² Less than $(0.01).

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

⁴ Includes litigation proceeds (see Statement of Operations). Excluding this amount, the Series’ total return is 21.48%.

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. Effective March 1, 2017, Class A shares of the Series have been redesignated as Class S shares. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2017, 10.6 billion shares have been designated in total among 39 series, of which 200 million have been designated as Equity Series Class S common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

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

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

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	10,388,750	$	10,388,750	$	—	$	—
Consumer Staples		4,171,741		4,171,741		—		—
Energy		1,222,490		1,222,490		—		—
Financials		4,353,238		4,353,238		—		—
Health Care		17,911,281		17,911,281		—		—
Industrials		8,455,754		8,455,754		—		—
Information Technology		23,446,247		23,446,247		—		—
Materials		7,174,220		7,174,220		—		—
Real Estate		3,900,229		3,900,229		—		—
Telecommunication Services		1,796,509		1,796,509		—		—
Mutual Fund		876,059		876,059		—		—
Total assets	$	83,696,518	$	83,696,518	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2016 or October 31, 2017.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2017.

New Accounting Guidance

On August 1, 2017, the Fund implemented amendments to Regulation S-X, issued by the Securities and Exchange Commission, which require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Adoption had no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

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

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

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

15

Equity Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Federal Taxes (continued)

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, 2017, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2014 through October 31, 2017. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.75% of the Series’ average daily net assets. Prior to March 1, 2017, the amount paid to the Advisor for advisory services was 1.00%.

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

Effective March 1, 2017, shares of the Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Board. The shareholder services fee is intended to compensate financial intermediaries, including

16

Equity Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Shares of the Series pay a fee, computed daily and payable monthly, at an annual rate of 0.25% of the average daily net assets of shares. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

Effective March 1, 2017, the Advisor has contractually agreed, until at least February 28, 2018, to waive its management fee and, if necessary, pay other operating expenses of the Series, exclusive of shareholder services fees, in order to maintain total direct annual fund operating expenses for the Series at no more than 0.80% of average daily net assets each year. Prior to March 1, 2017, the Advisor had contractually agreed 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. Accordingly, the Advisor waived fees of $130,652 for the year ended October 31, 2017, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

Pursuant to a master services agreement effective through February 28, 2017, the Fund paid the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees were charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, were charged. The Advisor had agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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

4. Purchases and Sales of Securities

For the year ended October 31, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $60,157,889 and $92,240,186 respectively. There were no purchases or sales of U.S. Government securities. The Series received proceeds from settlement of litigation where they were able to recover a portion of investment losses previously realized by the Series. This amount is shown as litigation proceeds in the Statement of Operations.

17

Equity Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions

Transactions in Class S shares of Equity Series were:

	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		452,939		$	5,772,026			1,404,275		$	17,324,767
Reinvested		350,413			4,117,356			4,999,943			55,867,602
Repurchased		(3,033,987	)		(38,169,007	)		(28,465,188	)		(415,372,115	)
Total		(2,230,635	)	$	(28,279,625	)		(22,060,970	)	$	(342,179,746	)

At October 31, 2017, the Advisor and its affiliates owned 7.0% of 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, 2017.

7. Foreign Securities

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

8. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing of the recognition of net investment income or gains and losses, including losses deferred due to wash sales, and the use of equalization. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the year ended October 31, 2017, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $509,780, increase Undistributed Net Investment Loss by $236,873 and decrease Accumulated Net Realized Gain on Investments by $746,653. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR             ENDED 10/31/17		FOR THE YEAR             ENDED 10/31/16
Ordinary income	$	—	$	5,545,610
Long-term capital gains		4,244,499		51,959,049

18

Equity Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

At October 31, 2017, the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal income tax purpose were as follows:

Cost for federal income tax purposes	$	70,631,537
Unrealized appreciation		15,743,999
Unrealized depreciation		(2,679,018	)
Net unrealized appreciation	$	13,064,981
Undistributed ordinary income	$	3,065,379
Undistributed long-term capital gains	$	2,918,095

19

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 (one of the series constituting Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of October 31, 2017, 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 as of October 31, 2017 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 18, 2017

20

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 $81,660 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 29.33%.

The Series designates $3,325,173 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2017.

21

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.manning-napier.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 directors and officers, 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 and Officer
Name:	Michele T. Mosca*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:	Indefinite - Chairman and Director since August 20161
Principal Occupation(s) During Past 5 Years:	Managing Director, Funds Group (since 2009) - Manning & Napier Advisors, LLC; President, Director (since 2015) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (since 2016) - Rainier Investment Management Mutual Funds, Inc.
	Holds the following title for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Trustee - Rainier Investment Management Mutual Funds (since 2016)
Independent Directors
Name:	Stephen B. Ashley
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 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director & Chief Executive Officer (1997 to present) - 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:	38
Other Directorships Held Outside Fund Complex During	Fannie Mae (1995-2008)
Past 5 Years:	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Chairman
Term of Office & Length of Time Served:	Indefinite - Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Governance & Nominating Committee Chairman since 2016; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech)(2000-present); ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014); HLTH (WebMD)(information)(2000-2010); Cheyne Capital International (investment)(2000-present); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical) (2016-present); PureEarth(non-profit)(2012-present)

22

Equity Series

Directors’ and Officers’ Information
(unaudited)
Independent Directors (continued)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Boston Early Music Festival (non-profit)(2007-present); Amherst Early Music, Inc. (non-profit)(2009-present); Gotham Early Music Scene, Inc. (non-profit)(2009-present); Partnership for New York City, Inc. (non-profit)(1989-2010); New York Collegium (non-profit)(2004-2011)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	82
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 (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university) (1972-present); Culinary Institute of America (non-profit college)(1985-present); George Eastman House (museum)(1988-present); National Restaurant Association (restaurant trade organization)(1978-present)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university) (2005-present); Town of Greenburgh, NY Planning Board (municipal government) (2015-present)
Officers:
Name:	Jeffrey S. Coons, Ph.D., CFA®
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
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 (2002 - 2015) - Manning & Napier Advisors, LLC
	Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer, or Senior Trust Officer
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.

23

Equity Series

Directors’ and Officers’ Information
(unaudited)
Officers: (continued)
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company; Chief Financial Officer since 2017- Rainier Investment Management Mutual Funds, Inc.
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Chief Compliance Officer since 2004; Anti-Money Laundering Officer since 2002; Corporate Secretary (1997-2016) - Manning & Napier Fund, Inc.; Chief Compliance Officer and Anti-Money Laundering Officer since 2017 - Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:	Director of Compliance since 2005; Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	29
Current Position(s) Held with Fund:	Assistant Vice President
Term of Office1 & Length of Time Served:	Since 2017
Principal Occupation(s) During Past 5 Years:	Director of Funds Group since 2017; Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC.
Name:	Amy Williams
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Documentation - Manning & Napier Advisors, LLC and affiliates since 2009 Holds one or more of the following titles for various affiliates: Director
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	52
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Chief Legal Officer since 2016 - Rainier Investment Management, LLC; Chief Legal Officer since 2016 - Rainier Investment Management Mutual Funds, Inc.
	Holds one or more of the following titles for various affiliates: Director, Corporate Secretary, Chief Legal Officer

* Interested Director, within the meaning of the 1940 Act by reason of her positions with the Fund’s investment advisor, Manning & Napier Advisors, LLC and Distributor, Manning & Napier Investor Services, Inc.

¹ The term of office of all officers shall be one year and until their respective successors are chosen and qualified, or his or her earlier resignation or removal as provided in the Fund’s By-Laws.

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25

Equity Series

Literature Requests

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

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

MNEQY-10/17-AR

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Just one year ago, many investors were anticipating a widespread sell-off in domestic equity markets after Donald Trump won the election for the U.S. presidency. Not only did a sell-off fail to materialize, but equities actually moved sharply higher and remained on an upward trajectory throughout the year. The advance in equities was despite ongoing uncertainty surrounding policy implementation and how the new administration’s agenda might ultimately affect U.S. economic growth. For the year ended October 31, 2017, domestic equities were up 23.63%, as measured by the S&P 500 Index. International equities, as measured by the MSCI ACWI ex USA Index, also fared extraordinarily well, up 23.64%. Domestic investment-grade bonds, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, experienced relatively subdued performance, up 0.90%. Within fixed income, corporate bonds led, with high-yield securities in particular delivering very strong performance.

Much of the move upward in asset markets has been driven by stronger corporate earnings that materialized in early 2017 within both developed and emerging markets, supported by synchronized economic growth across all major global regions. Further, although Federal Reserve (Fed) policymakers continued gradually raising the target range for the federal funds rate and began reducing the Fed’s securities holdings, central bank policies across the globe have remained generally accommodative, providing an additional tailwind for asset prices.

Investors are undoubtedly enjoying the “Goldilocks” state of the economy: not too cold so as to usher in a recession, and not too hot so as to cause runaway inflation. Nonetheless, it is our view that market participants should temper their expectations going forward. The U.S. continues to move along in its economic cycle, and while it is not our view that we are on the cusp of a bear market, the status of our indicators suggest that we are certainly closer to the end of the current bull market than we are to the beginning. Complacency is elevated, there are significantly fewer pockets of cheap valuations remaining compared to the past several years, and U.S. valuations in particular limit upside potential, offering little support for asset prices should volatility in the financial markets materialize. This is surely not the time for investors to chase returns or take on unnecessary risk. Rather, it is our view that current market dynamics are consistent with rising risks that must be actively managed, and investors should maintain allocations consistent with their long-term investment objectives.

With this in mind, we discuss recent fund performance in this report, highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful, and look forward to working with you in the years ahead to meet your investment goals.

Thank you for your continued confidence in us.

Sincerely,

Manning & Napier Advisors, LLC

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 and do not reflect any fees or expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

The MSCI ACWI ex USA Index (ACWIxUS) is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

1

Fund Commentary

(unaudited)

Investment Objective

The Blended Asset Series are strategically allocated across stocks, bonds, and cash to balance growth, capital preservation, and income to fit a range of investor risk management priorities.

Performance Commentary

Since the October 13, 2017 inception date for the Blended Asset Series, U.S. equity markets delivered positive absolute returns for the period ended October 31, 2017. The S&P 500 Index gained 0.99% while the Russell 3000 Index earned 0.86%. International equity markets also delivered positive absolute returns, with the broad MSCI ACWI ex USA Index (ACWIxUS) returning 0.13%. Meanwhile, bond markets as represented by the Bloomberg Barclays U.S. Aggregate Bond Index were modestly negative, returning -0.05%. For the period ended October 31, 2017, each Series underperformed its respective blended benchmark since inception.

An overweight to equity holdings relative to the blended benchmarks within the Conservative and Maximum portfolios aided relative returns for those portfolios. Conversely, an underweight to equity holdings relative to the blended benchmarks within the Moderate and Extended portfolios detracted from relative performance within those portfolios.

Our focus on growing companies that we believe can control their own destiny has led to meaningful allocations to the Health Care and Information Technology sectors. The Series contains relatively little exposure to economically sensitive sectors including Financials and Energy. We have generally found companies within some of the more defensive sectors to be overvalued given the lower growth prospects, which has led to underweight allocations to Utilities, Consumer Staples, and Telecommunication Services relative to the blended benchmarks.

With regard to fixed income, we are finding opportunity within securitized fixed income, specifically private student loans, credit card debt, and auto loans, as the risk/reward tradeoff is attractive relative to other sectors. We continue to monitor interest rates as well as credit spreads in order to be in a position to take advantage of opportunities that may present themselves. We remain cognizant that we are in the later years of an economic expansion and could look to reduce corporate bond exposure further if spreads tighten further or economic conditions deteriorate.

As we begin the new fiscal year, earnings growth across major regions, accelerating business activity, and an improving economic backdrop are supportive of global asset prices. However, as markets continue to advance, we believe it is important to express our view that investors should exercise caution and selectivity due to rising risks associated with elevated complacency, valuations across most markets that remain at or somewhat above fair value, and the inflection in global monetary policy to less accommodative conditions. We believe these risk factors reinforce the need for an active, fundamentals-based investment approach, as it will be critical to manage them going forward.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 593-4353.

All investments involve risks, including possible loss of principal. Because the fund invests in both stocks and bonds, the value of your investment will fluctuate in response to stock market movements and changes in interest rates. Investing in the fund will also involve a number of other risks, including issuer-specific risk, foreign investment risk, and small-cap/mid-cap risk. Investments in options and futures, like all derivatives, can be highly volatile and involve risks in addition to the risks of the underlying instrument on which the derivative is based, such as counterparty, correlation and liquidity risk. Also, the use of leverage increases exposure to the market and may magnify potential losses.

2

Shareholder Expense Example - Blended Asset Conservative Series

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (October 13, 2017* to October 31, 2017).

Actual Expenses

The Actual lines of the table below provide information about actual account values and actual expenses. You may use the information in 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 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 such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING  ACCOUNT VALUE                     10/13/17*	ENDING  ACCOUNT VALUE                     10/31/17	EXPENSES PAID  DURING PERIOD**                    10/13/17*-10/31/17
Actual	$1,000.00	$   998.20	$0.22
Hypothetical
(5% return before expenses)	$1,000.00	$1,002.24	$0.22

*Commencement of operations.

**Expenses are equal to the Series’ annualized expense ratio (for the period October 13, 2017* to October 31, 2017) of 0.45%, multiplied by the average account value over the period, multiplied by 18/365 (to reflect the period since inception). The Series’ total return would have been lower had certain expenses not been waived during the period.

3

Portfolio Composition - Blended Asset Conservative Series

As of October 31, 2017 (unaudited)

Sector Allocation⁴

Financials	8.5%
Information Technology	8.3%
Health Care	6.9%
Consumer Discretionary	4.9%
Energy	4.5%
Consumer Staples	3.7%
Materials	3.5%
Industrials	3.4%
Real Estate	3.3%
Telecommunication Services	1.7%
Utilities	0.6%

⁴Including common stocks and corporate bonds, as a percentage of total investments.

Top Five Stock Holdings⁵

ServiceNow, Inc.	1.0%
Facebook, Inc. - Class A	0.9%
Johnson & Johnson	0.8%
The Priceline Group, Inc.	0.8%
Skyworks Solutions, Inc.	0.7%

⁵As a percentage of total investments.

Top Five Bond Holdings⁶

U.S. Treasury Note, 1.75%, 4/30/2022	3.4%
Fannie Mae, 2.625%, 9/6/2024	3.3%
U.S. Treasury Note, 1.375%, 4/30/2020	3.2%
U.S. Treasury Note, 1.625%, 4/30/2019	2.9%
U.S. Treasury Note, 1.375%, 4/30/2021	2.8%

⁶As a percentage of total investments.

4

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	SHARES		VALUE          (NOTE 2)
COMMON STOCKS - 30.1%
Consumer Discretionary - 2.3%
Automobiles - 0.1%
Honda Motor Co., Ltd. - ADR (Japan)		2,255	$	70,108
Hotels, Restaurants & Leisure - 0.1%
McDonald’s Corp.		700		116,837
Internet & Direct Marketing Retail - 1.3%
Amazon.com, Inc.*		450		497,377
The Priceline Group, Inc.*		408		780,080
				1,277,457
Multiline Retail - 0.1%
Dollar General Corp.		1,340		108,326
Target Corp.		805		47,527
				155,853
Specialty Retail - 0.3%
Dick’s Sporting Goods, Inc.		2,500		61,175
The Home Depot, Inc.		1,135		188,160
O’Reilly Automotive, Inc.*		275		58,011
				307,346
Textiles, Apparel & Luxury Goods - 0.4%
lululemon athletica, Inc.*		5,371		330,370
NIKE, Inc. - Class B		1,085		59,664
				390,034
Total Consumer Discretionary				2,317,635
Consumer Staples - 2.6%
Beverages - 1.6%
Ambev S.A. - ADR (Brazil)		64,700		409,551
Anheuser-Busch InBev S.A./N.V. (Belgium)1		3,614		443,153
Diageo plc (United Kingdom)1		15,738		537,432
PepsiCo, Inc.		1,665		183,533
				1,573,669
Food & Staples Retailing - 0.3%
CVS Health Corp.		1,160		79,495
Sysco Corp.		830		46,165
Wal-Mart Stores, Inc.		2,125		185,534
				311,194
Food Products - 0.2%
Campbell Soup Co.		1,425		67,502
General Mills, Inc.		850		44,132
J&J Snack Foods Corp.		385		51,270
				162,904
Household Products - 0.1%
Colgate-Palmolive Co.		1,005		70,802
Kimberly-Clark Corp.		455		51,192
				121,994
Personal Products - 0.4%
Unilever plc - ADR (United Kingdom)		7,109		402,725
Total Consumer Staples				2,572,486
Energy - 1.7%
Energy Equipment & Services - 0.9%
Diamond Offshore Drilling, Inc.*		9,055		151,490
Oceaneering International, Inc.		6,555		132,542
Schlumberger Ltd.		6,829		437,056
Transocean Ltd.*		12,877		135,208
				856,296
Oil, Gas & Consumable Fuels - 0.8%
BP plc - ADR (United Kingdom)		3,115		126,688
Chevron Corp.		990		114,731
China Petroleum & Chemical Corp. - ADR (China)		1,210		89,104
ConocoPhillips		1,950		99,742
Exxon Mobil Corp.		1,625		135,444
Hess Corp.		2,160		95,386
Royal Dutch Shell plc - Class B - ADR (Netherlands)		855		55,883
TOTAL S.A. (France)1		660		36,787
Valero Energy Corp.		680		53,645
				807,410
Total Energy				1,663,706
Financials - 1.8%
Banks - 1.4%
Bank of America Corp.		5,235		143,387
BankUnited, Inc.		715		24,918
BB&T Corp.		1,145		56,380
Citigroup, Inc.		1,995		146,632
Fifth Third Bancorp		1,020		29,478
Huntington Bancshares, Inc.		1,840		25,392
JPMorgan Chase & Co.		3,895		391,876
KeyCorp.		2,740		50,005
The PNC Financial Services Group, Inc.		205		28,042
Regions Financial Corp.		1,720		26,626
SunTrust Banks, Inc.		435		26,191
U.S. Bancorp		1,815		98,700
Wells Fargo & Co.		5,795		325,331
				1,372,958

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

5

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	SHARES		VALUE          (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Capital Markets - 0.3%
Apollo Investment Corp.		2,500	$	14,800
Ares Capital Corp.		1,065		17,125
BlackRock, Inc.		503		236,827
Medley Capital Corp.		2,090		12,018
Oaktree Specialty Lending Corp.		2,585		15,019
PennantPark Investment Corp.		2,005		14,977
				310,766
Insurance - 0.1%
The Allstate Corp.		270		25,342
American International Group, Inc.		400		25,844
MetLife, Inc.		535		28,665
Old Republic International Corp.		1,290		26,174
Principal Financial Group, Inc.		390		25,682
				131,707
Total Financials				1,815,431
Health Care - 6.4%
Biotechnology - 2.4%
AbbVie, Inc.		1,515		136,730
Amgen, Inc.		700		122,654
Biogen, Inc.*		1,061		330,671
BioMarin Pharmaceutical, Inc.*		4,634		380,405
Gilead Sciences, Inc.		1,320		98,947
Incyte Corp.*		2,950		334,088
Regeneron Pharmaceuticals, Inc.*		1,175		473,078
Seattle Genetics, Inc.*		6,277		384,843
Vertex Pharmaceuticals, Inc.*		1,430		209,109
				2,470,525
Health Care Equipment & Supplies - 0.7%
Koninklijke Philips N.V. - NY Shares (Netherlands)		1,380		56,290
Medtronic plc		7,574		609,858
				666,148
Health Care Providers & Services - 0.9%
DaVita, Inc.*		11,322		687,698
Express Scripts Holding Co.*		3,685		225,854
				913,552
Pharmaceuticals - 2.4%
Bristol-Myers Squibb Co.		4,751		292,947
Eli Lilly & Co.		875		71,698
GlaxoSmithKline plc (United Kingdom)1		2,390		42,894
Johnson & Johnson		5,887		820,707
Merck & Co., Inc.		2,860		157,557
Novartis AG - ADR (Switzerland)		7,033		580,785
Perrigo Co. plc		690		55,883
Pfizer, Inc.		4,990		174,949
Roche Holding AG (Switzerland)1		300		69,339
Sanofi (France)1		565		53,498
Sanofi - ADR (France)		2,510		118,673
				2,438,930
Total Health Care				6,489,155
Industrials - 3.2%
Aerospace & Defense - 0.7%
Arconic, Inc.		12,021		301,968
The Boeing Co.		570		147,049
Lockheed Martin Corp.		300		92,448
Raytheon Co.		370		66,674
United Technologies Corp.		805		96,407
				704,546
Air Freight & Logistics - 0.6%
FedEx Corp.		2,050		462,910
United Parcel Service, Inc. - Class B		920		108,128
				571,038
Commercial Services & Supplies - 0.2%
Covanta Holding Corp.		3,810		61,341
Waste Management, Inc.		1,310		107,643
				168,984
Construction & Engineering - 0.1%
Comfort Systems USA, Inc.		1,435		63,570
Electrical Equipment - 0.2%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		2,870		74,992
Eaton Corp. plc		675		54,014
Emerson Electric Co.		895		57,692
				186,698
Industrial Conglomerates - 0.3%
3M Co.		940		216,379
General Electric Co.		1,655		33,365
Honeywell International, Inc.		725		104,516
				354,260
Machinery - 0.0%##
Mueller Water Products, Inc. - Class A		4,625		55,222
Professional Services - 0.7%
Equifax, Inc.		2,461		267,092

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

6

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	SHARES		VALUE          (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Professional Services (continued)
Nielsen Holdings plc		12,705	$	470,974
				738,066
Road & Rail - 0.4%
Genesee & Wyoming, Inc. - Class A*		3,227		231,634
Kansas City Southern		895		93,277
Union Pacific Corp.		910		105,369
				430,280
Total Industrials				3,272,664
Information Technology - 7.0%
Communications Equipment - 0.1%
Cisco Systems, Inc.		4,290		146,503
Internet Software & Services - 2.0%
Alphabet, Inc. - Class A*		332		342,969
Alphabet, Inc. - Class C*		340		345,659
China Literature Ltd. - Rights (Expires 11/03/2017) (Hong Kong)*2		6		—
Facebook, Inc. - Class A*		5,342		961,881
Tencent Holdings Ltd. - Class H (China)1		7,400		332,594
				1,983,103
IT Services - 1.3%
Automatic Data Processing, Inc.		560		65,106
Broadridge Financial Solutions, Inc.		630		54,130
Infosys Ltd. - ADR (India)		3,200		47,520
International Business Machines Corp.		865		133,262
InterXion Holding N.V. - ADR (Netherlands)*		605		32,301
MasterCard, Inc. - Class A		3,085		458,955
Visa, Inc. - Class A		4,462		490,731
				1,282,005
Semiconductors & Semiconductor Equipment - 1.8%
Intel Corp.		5,770		262,477
Qorvo, Inc.*		6,332		480,029
QUALCOMM, Inc.		1,700		86,717
Skyworks Solutions, Inc.		6,047		688,511
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		4,010		169,743
Texas Instruments, Inc.		1,925		186,128
				1,873,605
Software - 1.7%
Electronic Arts, Inc.*		2,084		249,246
Microsoft Corp.		5,787		481,363
ServiceNow, Inc.*		7,811		987,076
				1,717,685
Technology Hardware, Storage & Peripherals - 0.1%
Apple, Inc.		505		85,365
Total Information Technology				7,088,266
Materials - 1.8%
Chemicals - 0.6%
Ashland Global Holdings, Inc.		4,371		297,140
DowDuPont, Inc.		1,465		105,934
FMC Corp.		560		52,002
LyondellBasell Industries N.V. - Class A		590		61,083
RPM International, Inc.		1,670		89,061
				605,220
Construction Materials - 0.0%##
CRH plc - ADR (Ireland)		1,315		49,339
Containers & Packaging - 0.8%
Ball Corp.		6,443		276,598
Graphic Packaging Holding Co.		6,270		97,122
Sealed Air Corp.		7,604		336,325
Sonoco Products Co.		1,585		82,087
				792,132
Metals & Mining - 0.4%
Antofagasta plc (Chile)1		6,259		79,323
First Quantum Minerals Ltd. (Zambia)		6,602		73,845
Lundin Mining Corp. (Canada)		11,729		89,461
Southern Copper Corp. (Peru)		3,304		141,907
				384,536
Total Materials				1,831,227
Real Estate - 2.7%
Equity Real Estate Investment Trusts (REITS) - 2.7%
Acadia Realty Trust		435		12,246
Agree Realty Corp.		195		9,223
Alexandria Real Estate Equities, Inc.		395		48,965
American Campus Communities, Inc.		455		18,919
American Homes 4 Rent - Class A		1,640		34,899
Apartment Investment & Management Co. - Class A		925		40,681
AvalonBay Communities, Inc.		275		49,866

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

7

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	SHARES		VALUE          (NOTE 2)
COMMON STOCKS (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Axiare Patrimonio SOCIMI S.A. (Spain)1		740	$	13,878
Bluerock Residential Growth REIT, Inc.		860		9,709
Boston Properties, Inc.		200		24,236
Brandywine Realty Trust		1,110		19,414
Brixmor Property Group, Inc.		640		11,181
Camden Property Trust		230		20,985
CatchMark Timber Trust, Inc. - Class A		7,685		98,368
Cedar Realty Trust, Inc.		3,320		18,061
Chesapeake Lodging Trust		760		21,204
Colony NorthStar, Inc. - Class A		7,255		89,091
Columbia Property Trust, Inc.		670		14,794
Community Healthcare Trust, Inc.		3,650		100,119
CoreCivic, Inc.		2,755		67,938
Cousins Properties, Inc.		3,355		30,262
Crown Castle International Corp.		710		76,027
CubeSmart		2,295		62,470
DDR Corp.		3,850		29,529
Digital Realty Trust, Inc.		620		73,433
Douglas Emmett, Inc.		535		21,288
Education Realty Trust, Inc.		275		9,597
EPR Properties		140		9,685
Equinix, Inc.		275		127,462
Equity Commonwealth*		655		19,683
Equity LifeStyle Properties, Inc.		215		19,023
Equity Residential		545		36,657
Essex Property Trust, Inc.		35		9,185
Extra Space Storage, Inc.		365		29,780
Forest City Realty Trust, Inc. - Class A		840		20,689
Getty Realty Corp.		535		15,199
GGP, Inc.		905		17,611
Global Medical REIT, Inc.		5,315		44,965
HCP, Inc.		755		19,509
Healthcare Trust of America, Inc. - Class A		750		22,537
Hibernia REIT plc (Ireland)1		9,760		16,769
Host Hotels & Resorts, Inc.		930		18,191
Independence Realty Trust, Inc.		1,430		14,514
Invitation Homes, Inc.		705		15,912
Lamar Advertising Co. - Class A		560		39,446
LaSalle Hotel Properties		450		12,694
Life Storage, Inc.		250		20,205
The Macerich Co.		165		9,009
Mid-America Apartment Communities, Inc.		330		33,776
National Retail Properties, Inc.		495		19,889
Outfront Media, Inc.		1,615		37,872
Physicians Realty Trust		1,980		34,412
Prologis, Inc.		995		64,257
Public Storage		155		32,124
Regency Centers Corp.		330		20,312
Retail Opportunity Investments Corp.		690		12,406
Rexford Industrial Realty, Inc.		855		25,385
Simon Property Group, Inc.		505		78,442
STAG Industrial, Inc.		1,990		54,327
Starwood Waypoint Homes		435		15,795
STORE Capital Corp.		1,665		41,109
Sun Communities, Inc.		210		18,955
Sunstone Hotel Investors, Inc.		1,170		19,094
Terreno Realty Corp.		690		25,337
UDR, Inc.		690		26,765
Unibail-Rodamco S.E. (France)1		75		18,773
Urban Edge Properties		1,300		30,498
Ventas, Inc.		630		39,532
VEREIT, Inc.		2,380		18,778
Vornado Realty Trust		510		38,179
Welltower, Inc.		530		35,489
Weyerhaeuser Co.		11,981		430,238
Total Real Estate				2,736,852
Telecommunication Services - 0.5%
Diversified Telecommunication Services - 0.4%
Zayo Group Holdings, Inc.*		10,029		361,646
Wireless Telecommunication Services - 0.1%
NTT DOCOMO, Inc. - ADR (Japan)		3,960		96,267
Total Telecommunication Services				457,913
Utilities - 0.1%
Electric Utilities - 0.1%
Eversource Energy		665		41,656
Exelon Corp.		695		27,946
				69,602
Multi-Utilities - 0.0%##
CMS Energy Corp.		1,010		48,853
Total Utilities				118,455
TOTAL COMMON STOCKS
(Identified Cost $30,358,281)				30,363,790

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

8

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT 3		VALUE     (NOTE 2)
CORPORATE BONDS - 19.9%
Non-Convertible Corporate Bonds - 19.9%
Consumer Discretionary - 2.6%
Auto Components - 0.3%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		293,000	$	313,503
Household Durables - 0.5%
Century Communities, Inc.4, 5.875%, 7/15/2025		37,000		37,370
Meritage Homes Corp., 5.125%, 6/6/2027		25,000		25,281
NVR, Inc., 3.95%, 9/15/2022		362,000		380,264
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		37,000		37,971
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		21,000		22,732
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		31,000		30,380
Weekley Homes LLC - Weekley Finance Corp.4, 6.625%, 8/15/2025		35,000		34,038
				568,036
Internet & Direct Marketing Retail - 0.8%
Amazon.com, Inc.4, 3.15%, 8/22/2027		260,000		261,555
The Priceline Group, Inc., 3.60%, 6/1/2026		520,000		531,496
				793,051
Media - 0.7%
Charter Communications Operating LLC - Charter Communications Operating Capital Corp., 4.464%, 7/23/2022		10,000		10,561
Comcast Corp., 4.40%, 8/15/2035		224,000		242,567
CSC Holdings, LLC, 5.25%, 6/1/2024		48,000		47,790
Discovery Communications LLC, 3.95%, 3/20/2028		400,000		396,726
DISH DBS Corp., 5.875%, 7/15/2022		10,000		10,056
				707,700
Multiline Retail - 0.3%
Dollar General Corp., 3.25%, 4/15/2023		260,000		266,792
Total Consumer Discretionary				2,649,082
Consumer Staples - 1.3%
Beverages - 0.8%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		340,000		537,272
PepsiCo, Inc., 3.10%, 7/17/2022		260,000		268,795
				806,067
Food & Staples Retailing - 0.5%
C&S Group Enterprises LLC4, 5.375%, 7/15/2022		49,000		47,530
CVS Health Corp., 3.50%, 7/20/2022		390,000		402,008
				449,538
Total Consumer Staples				1,255,605
Energy - 2.9%
Energy Equipment & Services - 0.1%
McDermott International, Inc.4, 8.00%, 5/1/2021		51,000		52,658
Trinidad Drilling Ltd. (Canada)4, 6.625%, 2/15/2025		36,000		35,010
				87,668
Oil, Gas & Consumable Fuels - 2.8%
BP Capital Markets plc (United Kingdom), 3.216%, 11/28/2023		114,000		117,052
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		348,000		361,790
Cheniere Energy Partners LP4, 5.25%, 10/1/2025		35,000		36,050
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		250,000		267,938
ConocoPhillips Co., 3.35%, 11/15/2024		258,000		267,329
ConocoPhillips Co., 3.35%, 5/15/2025		49,000		50,483
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		36,000		36,000
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		260,000		263,396
Enviva Partners LP - Enviva Partners Finance Corp., 8.50%, 11/1/2021		34,000		36,465
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		35,000		36,925
Global Ship Lease, Inc. (United Kingdom)4, 9.875%, 11/15/2022		45,000		45,900
Hilcorp Energy I LP - Hilcorp Finance Co.4, 5.75%, 10/1/2025		51,000		52,211
Jonah Energy LLC - Jonah Energy Finance Corp.4, 7.25%, 10/15/2025		35,000		35,000

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

9

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT 3		VALUE     (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Kinder Morgan Energy Partners LP, 4.30%, 5/1/2024		463,000	$	485,787
PBF Holding Co. LLC - PBF Finance Corp.4, 7.25%, 6/15/2025		27,000		27,911
Petroleos Mexicanos (Mexico), 6.875%, 8/4/2026		240,000		269,640
Rockies Express Pipeline, LLC4, 5.625%, 4/15/2020		47,000		49,820
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		240,000		271,518
SemGroup Corp.4, 6.375%, 3/15/2025		34,000		33,490
Seven Generations Energy Ltd. (Canada)4, 5.375%, 9/30/2025		24,000		24,240
Southwestern Energy Co., 6.70%, 1/23/2025		27,000		27,608
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.4, 5.50%, 9/15/2024		49,000		50,654
				2,847,207
Total Energy				2,934,875
Financials - 6.8%
Banks - 3.5%
Banco Santander S.A. (Spain), 3.50%, 4/11/2022		293,000		300,227
Bank of America Corp., 4.00%, 1/22/2025		390,000		403,917
Barclays Bank plc (United Kingdom)4, 10.179%, 6/12/2021		181,000		223,516
Citigroup, Inc., 3.875%, 3/26/2025		520,000		533,573
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		218,000		222,263
JPMorgan Chase & Co.5, (3 mo. LIBOR US + 0.935%), 2.776%, 4/25/2023		483,000		484,713
Kreditanstalt fuer Wiederaufbau (Germany), 1.50%, 6/15/2021		861,000		845,541
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		468,000		493,573
Popular, Inc., 7.00%, 7/1/2019		41,000		41,922
Royal Bank of Canada (Canada), 3.77%, 3/30/2018		CAD      31,000		24,264
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023		11,000		12,249
				3,585,758
Capital Markets - 1.1%
The Goldman Sachs Group, Inc., 4.25%, 10/21/2025		260,000		271,263
Morgan Stanley6, (3 mo. LIBOR US + 1.220%), 2.617%, 5/8/2024		390,000		396,544
Morgan Stanley, 5.00%, 11/24/2025		370,000		403,601
				1,071,408
Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		15,000		15,184
Navient Corp., 6.125%, 3/25/2024		25,000		25,656
SLM Corp., 5.125%, 4/5/2022		32,000		33,160
				74,000
Diversified Financial Services - 0.7%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021		440,000		467,278
E*TRADE Financial Corp., 2.95%, 8/24/2022		270,000		270,129
LPL Holdings, Inc.4, 5.75%, 9/15/2025		24,000		24,960
				762,367
Insurance - 1.3%
American International Group, Inc., 4.125%, 2/15/2024		380,000		404,183
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		610,000		658,597
Prudential Financial, Inc.5, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		240,000		265,200
				1,327,980
Thrifts & Mortgage Finance - 0.1%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.4, 5.875%, 8/1/2021		60,000		61,950
Total Financials				6,883,463
Health Care - 0.6%
Biotechnology - 0.4%
AMAG Pharmaceuticals, Inc.4, 7.875%, 9/1/2023		27,000		27,472
Express Scripts Holding Co., 3.50%, 6/15/2024		390,000		394,618
				422,090

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

10

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT 3		VALUE     (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Health Care Equipment & Supplies - 0.1%
Hill-Rom Holdings, Inc.4, 5.00%, 2/15/2025		26,000	$	26,585
Health Care Providers & Services - 0.1%
DaVita, Inc., 5.00%, 5/1/2025		35,000		34,475
Fresenius Medical Care US Finance II, Inc. (Germany)4, 6.50%, 9/15/2018		15,000		15,580
HCA Healthcare, Inc., 6.25%, 2/15/2021		11,000		11,839
HCA, Inc., 3.75%, 3/15/2019		11,000		11,165
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.4, 6.625%, 5/15/2022		15,000		15,019
Tenet Healthcare Corp., 6.75%, 2/1/2020		11,000		11,192
				99,270
Total Health Care				547,945
Industrials - 0.2%
Air Freight & Logistics - 0.0%##
Park Aerospace Holdings Ltd. (Ireland)4, 4.50%, 3/15/2023		19,000		19,024
Airlines - 0.1%
Allegiant Travel Co., 5.50%, 7/15/2019		26,000		26,845
American Airlines Group, Inc.4, 5.50%, 10/1/2019		25,000		26,000
				52,845
Building Products - 0.1%
Airxcel, Inc.4, 8.50%, 2/15/2022		38,000		40,280
Construction & Engineering - 0.0%##
Tutor Perini Corp.4, 6.875%, 5/1/2025		36,000		38,835
Machinery - 0.0%##
Xerium Technologies, Inc., 9.50%, 8/15/2021		27,000		27,734
Trading Companies & Distributors - 0.0%##
International Lease Finance Corp., 6.25%, 5/15/2019		26,000		27,571
Total Industrials				206,289
Information Technology - 1.4%
Internet Software & Services - 0.4%
Activision Blizzard, Inc., 3.40%, 6/15/2027		453,000		453,842
IT Services - 0.4%
Visa, Inc., 2.80%, 12/14/2022		390,000		397,337
Semiconductors & Semiconductor Equipment - 0.6%
Applied Materials, Inc., 3.30%, 4/1/2027		520,000		531,823
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		39,000		37,440
				569,263
Total Information Technology				1,420,442
Materials - 1.7%
Chemicals - 0.3%
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)4, 8.375%, 12/1/2022		32,000		32,320
NOVA Chemicals Corp. (Canada)4, 4.875%, 6/1/2024		26,000		26,488
Solvay Finance America LLC (Belgium)4, 3.40%, 12/3/2020		220,000		226,227
				285,035
Metals & Mining - 1.2%
Anglo American Capital plc (United Kingdom)4, 9.375%, 4/8/2019		16,000		17,606
Anglo American Capital plc (United Kingdom)4, 4.00%, 9/11/2027		448,000		448,448
Corp Nacional del Cobre de Chile (Chile)4, 3.625%, 8/1/2027		450,000		452,650
Southern Copper Corp. (Peru), 3.875%, 4/23/2025		234,000		242,856
Techniplas LLC4, 10.00%, 5/1/2020		35,000		28,000
				1,189,560
Paper & Forest Products - 0.2%
Domtar Corp., 4.40%, 4/1/2022		218,000		229,283
Total Materials				1,703,878
Real Estate - 0.7%
Equity Real Estate Investment Trusts (REITS) - 0.7%
American Tower Corp., 3.30%, 2/15/2021		520,000		533,536
GTP Acquisition Partners I LLC4, 2.35%, 6/15/2020		95,000		94,686
iStar, Inc., 5.25%, 9/15/2022		34,000		34,850
Total Real Estate				663,072

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

11

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT 3/ SHARES		VALUE     (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Telecommunication Services - 1.2%
Diversified Telecommunication Services - 1.2%
AT&T, Inc., 3.90%, 8/14/2027		530,000	$	527,881
CenturyLink, Inc., 7.50%, 4/1/2024		25,000		26,562
Frontier Communications Corp., 11.00%, 9/15/2025		38,000		32,252
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		51,000		52,152
Inmarsat Finance plc (United Kingdom)4, 4.875%, 5/15/2022		100,000		102,020
Sprint Communications, Inc.4, 9.00%, 11/15/2018		11,000		11,674
Sprint Communications, Inc., 7.00%, 8/15/2020		11,000		11,849
Verizon Communications, Inc., 4.125%, 3/16/2027		464,000		484,199
Total Telecommunication Services				1,248,589
Utilities - 0.5%
Independent Power and Renewable Electricity Producers - 0.5%
American Water Capital Corp., 2.95%, 9/1/2027		540,000		537,509
TOTAL CORPORATE BONDS
(Identified Cost $20,090,363)				20,050,749
MUTUAL FUNDS - 0.1%
iShares Core Dividend Growth ETF		2,170		71,979
Schwab U.S. Dividend Equity ETF		1,481		71,814
TOTAL MUTUAL FUNDS
(Identified Cost $143,049)				143,793
U.S. TREASURY SECURITIES - 20.2%
U.S. Treasury Bonds - 3.6%
U.S. Treasury Bond, 6.25%, 5/15/2030		702,000		991,822
U.S. Treasury Bond, 4.75%, 2/15/2037		1,026,000		1,356,805
U.S. Treasury Bond, 2.50%, 2/15/2045		862,000		801,862
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		467,655		452,507
Total U.S. Treasury Bonds
(Identified Cost $3,640,565)				3,602,996
U.S. Treasury Notes - 16.6%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		825,421		828,319
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		459,186		457,237
U.S. Treasury Note, 1.625%, 4/30/2019		2,951,000		2,954,804
U.S. Treasury Note, 1.375%, 4/30/2020		3,297,000		3,272,401
U.S. Treasury Note, 1.375%, 4/30/2021		2,937,000		2,892,601
U.S. Treasury Note, 1.125%, 7/31/2021		2,368,000		2,305,285
U.S. Treasury Note, 1.75%, 4/30/2022		3,507,000		3,473,711
U.S. Treasury Note, 1.625%, 4/30/2023		370,000		361,082
U.S. Treasury Note, 1.625%, 5/15/2026		215,000		203,225
Total U.S. Treasury Notes
(Identified Cost $16,792,905)				16,748,665
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $20,433,470)				20,351,661
ASSET-BACKED SECURITIES - 2.1%
Chesapeake Funding II LLC, Series 2017-2A, Class A14, 1.99%, 5/15/2029		150,000		150,041
Colony American Homes, Series 2015-1A, Class A4,6, (1 mo. LIBOR US + 1.200%), 2.437%, 7/17/2032		231,924		232,336
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A4, 2.56%, 10/15/2025		255,000		255,380
Enterprise Fleet Financing LLC, Series 2014-2, Class A34, 1.64%, 3/20/2020		213,600		213,508
Enterprise Fleet Financing LLC, Series 2015-2, Class A24, 1.59%, 2/22/2021		72,121		72,106
Invitation Homes Trust, Series 2015-SFR3, Class A4,6, (1 mo. LIBOR US + 1.300%), 2.537%, 8/17/2032		259,384		261,265
SBA Small Business Investment Companies, Series 2015-10B, Class 1, 2.829%, 9/10/2025		549,693		561,068
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A4, 1.55%, 3/26/2040		115,990		115,607

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

12

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT 3		VALUE     (NOTE 2)
ASSET-BACKED SECURITIES (continued)
Tricon American Homes Trust, Series 2016-SFR1, Class A4, 2.589%, 11/17/2033		221,000	$	219,004
TOTAL ASSET-BACKED SECURITIES (Identified Cost $2,081,166)				2,080,315
COMMERCIAL MORTGAGE-BACKED SECURITIES - 8.9%
BWAY Mortgage Trust, Series 2015-1740, Class A4, 2.917%, 1/10/2035		567,000		559,971
Commercial Mortgage Pass-Through Certificates, Series 2015-DC1, Class A5, 3.35%, 2/10/2048		545,000		558,654
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A14,7, 2.50%, 5/25/2043		169,554		161,361
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A14,7, 2.13%, 2/25/2043		117,340		112,333
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K033, Class A27, 3.06%, 7/25/2023		664,000		686,212
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K035, Class A27, 3.458%, 8/25/2023		727,000		766,595
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ10, Class A2, 2.912%, 12/25/2023		518,000		528,911
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ13, Class A2, 2.864%, 8/25/2022		342,000		349,850
FREMF Mortgage Trust, Series 2011-K702, Class B4,7, 4.785%, 4/25/2044		136,000		136,964
FREMF Mortgage Trust, Series 2013-K712, Class B4,7, 3.365%, 5/25/2045		135,000		136,954
FREMF Mortgage Trust, Series 2014-K41, Class B4,7, 3.832%, 11/25/2047		273,000		277,498
FREMF Mortgage Trust, Series 2014-K716, Class B4,7, 3.951%, 8/25/2047		451,000		466,703
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX4,7, 3.495%, 12/15/2034		305,000		308,831
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class DFX4,7 , 3.495%, 12/15/2034		1,290,000		1,299,077
JP Morgan Mortgage Trust, Series 2013-2, Class A24,7, 3.50%, 5/25/2043		102,978		104,962
JP Morgan Mortgage Trust, Series 2014-2, Class 1A14,7, 3.00%, 6/25/2029		141,948		143,678
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX34,7, 3.75%, 11/25/2054		127,771		131,719
New Residential Mortgage Loan Trust, Series 2015-2A, Class A14,7, 3.75%, 8/25/2055		137,873		142,193
New Residential Mortgage Loan Trust, Series 2016-4A, Class A14,7, 3.75%, 11/25/2056		176,122		181,003
SBA Small Business Investment Companies, Series 2015-10A, Class 1, 2.517%, 3/10/2025		127,987		128,599
SCG Trust, Series 2013-SRP1, Class AJ4,6, (1 mo. LIBOR US + 1.950%), 3.189%, 11/15/2026		442,000		440,291
Sequoia Mortgage Trust, Series 2013-8, Class A17, 3.00%, 6/25/2043		134,644		134,194
Starwood Retail Property Trust, Series 2014-STAR, Class A4,6, (1 mo. LIBOR US + 1.220%), 2.459%, 11/15/2027		285,000		285,198
Towd Point Mortgage Trust, Series 2016-5, Class A14,7, 2.50%, 10/25/2056		294,134		293,438
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A44,7, 4.869%, 2/15/2044		359,000		383,556
WinWater Mortgage Loan Trust, Series 2015-1, Class A14,7, 3.50%, 1/20/2045		146,414		148,867
WinWater Mortgage Loan Trust, Series 2015-3, Class A54,7, 3.50%, 3/20/2045		137,695		139,944
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $9,025,640)				9,007,556

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

13

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT 3		VALUE     (NOTE 2)
FOREIGN GOVERNMENT BONDS - 2.7%
Canada Housing Trust No. 1 (Canada)4, 4.10%, 12/15/2018	CAD	27,000	$	21,560
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD	33,000		26,884
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020		1,000,000		998,584
The Korea Development Bank (South Korea), 1.375%, 9/12/2019		600,000		588,497
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN	733,000		39,116
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN	275,000		14,090
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN	504,000		25,715
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN	92,000		4,952
Province of Ontario (Canada), 2.00%, 9/27/2018		211,000		211,605
Province of Ontario (Canada), 1.25%, 6/17/2019		206,000		204,002
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD	60,000		44,786
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019		504,000		497,656
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP	33,000		44,551
TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $2,729,131)				2,721,998
U.S. GOVERNMENT AGENCIES - 11.2%
Mortgage-Backed Securities - 7.9%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		31,853		33,137
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		37,673		39,129
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		113,561		122,507
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034		108,850		117,426
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035		269,447		285,428
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		95,881		108,450
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		85,991		97,479
Fannie Mae, Pool #890294, 5.50%, 1/1/2039		109,078		121,426
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		57,483		63,912
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039		69,229		77,607
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		133,009		142,712
Fannie Mae, Pool #890326, 5.50%, 1/1/2040		116,696		129,768
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		89,067		101,012
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		115,725		131,071
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041		120,622		127,142
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		179,582		193,323
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		91,813		96,752
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044		156,961		167,808
Fannie Mae, Pool #AS4103, 4.50%, 12/1/2044		154,506		166,766
Fannie Mae, Pool #AZ2001, 3.50%, 5/1/2045		311,339		321,173
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045		144,617		152,103
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046		285,758		293,961
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046		229,578		236,167
Fannie Mae, Pool #BC2098, 4.00%, 6/1/2046		142,573		149,718
Fannie Mae, Pool #AS7568, 4.50%, 7/1/2046		166,995		178,599
Fannie Mae, Pool #BD6987, 4.00%, 10/1/2046		154,248		162,021
Fannie Mae, Pool #BD6997, 4.00%, 10/1/2046		126,177		132,536
Fannie Mae, Pool #BE3815, 4.00%, 12/1/2046		123,268		129,511
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		172,739		185,166
Fannie Mae, Pool #AL8674, 5.659%, 1/1/2049		185,587		203,796
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		117,764		126,886
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		155,901		168,136
Freddie Mac, Pool #K92054, 4.00%, 10/1/2034		121,308		128,641
Freddie Mac, Pool #C91850, 4.00%, 9/1/2035		79,600		84,552

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

14

Investment Portfolio - October 31, 2017

BLENDED ASSET CONSERVATIVE SERIES	PRINCIPAL AMOUNT 3		VALUE     (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #C91854, 4.00%, 10/1/2035		241,244	$	256,269
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		52,002		58,728
Freddie Mac, Pool #G05196, 5.50%, 10/1/2038		50,069		55,595
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		45,099		50,123
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		181,524		194,611
Freddie Mac, Pool #A93451, 4.50%, 8/1/2040		183,139		196,316
Freddie Mac, Pool #G60334, 4.50%, 10/1/2041		158,157		169,502
Freddie Mac, Pool #Q17513, 3.50%, 4/1/2043		245,176		253,291
Freddie Mac, Pool #Q24752, 3.50%, 2/1/2044		207,279		214,125
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		171,146		180,379
Freddie Mac, Pool #Q37592, 4.00%, 12/1/2045		287,062		302,806
Freddie Mac, Pool #G60636, 4.00%, 1/1/2046		216,748		227,510
Freddie Mac, Pool #Q42596, 3.50%, 8/1/2046		314,908		323,949
Freddie Mac, Pool #G08754, 4.50%, 3/1/2047		204,684		218,583
Freddie Mac, Pool #G08786, 4.50%, 10/1/2047		238,922		256,160
Total Mortgage-Backed Securities
(Identified Cost $7,967,168)				7,933,768
Other Agencies - 3.3%
Fannie Mae, 2.625%, 9/6/2024
(Identified Cost $3,369,987)		3,281,000		3,349,310
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $11,337,155)				11,283,078
SHORT-TERM INVESTMENT - 6.2%
Dreyfus Government Cash Management8, 0.93%,
(Identified Cost $6,210,595)		6,210,595		6,210,595
TOTAL INVESTMENTS - 101.4%
(Identified Cost $102,408,850)				102,213,535
LIABILITIES, LESS OTHER ASSETS - (1.4%)				(1,437,633	)
NET ASSETS - 100%			$	100,775,902

ADR - American Depositary Receipt

CAD - Canadian Dollar

ETF - Exchange-traded fund

GBP - British Pound

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar

*Non-income producing security.

##Less than 0.1%.

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

²Security has been valued at fair value as determined in good faith by the Advisor and is classified as Level 3 in the fair value hierarchy.

³Amount is stated in USD unless otherwise noted.

⁴Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $10,178,125 or 10.1%, of the Series’ net assets as of October 31, 2017 (see Note 2 to the financial statements).

⁵Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of October 31, 2017.

⁶Floating rate security. Rate shown is the rate in effect as of October 31, 2017.

⁷Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of October 31, 2017.

⁸Rate shown is the current yield as of October 31, 2017.

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

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

15

Statement of Assets and Liabilities - Blended Asset Conservative Series

October 31, 2017

ASSETS:
Investments, at value (identified cost $102,408,850) (Note 2)	$	102,213,535
Cash		53,344
Receivable from investment advisor (Note 3)		39,575
Interest receivable		336,382
Receivable for securities sold		30,240
Foreign tax reclaims receivable		3,811
Dividends receivable		3,764
Receivable for fund shares sold		354
TOTAL ASSETS		102,681,005
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		5,609
Accrued Chief Compliance Officer service fees (Note 3)		140
Payable for securities purchased		1,830,025
Audit fees payable		45,884
Payable for fund shares repurchased		13,436
Other payables and accrued expenses		10,009
TOTAL LIABILITIES		1,905,103
TOTAL NET ASSETS	$	100,775,902
NET ASSETS CONSIST OF:
Capital stock	$	92,863
Additional paid-in-capital		100,843,050
Undistributed net investment income		48,575
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(13,220	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(195,366	)
TOTAL NET ASSETS	$	100,775,902
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R6 ($100,775,902/ 9,286,275 shares)	$	10.85

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

16

Statement of Operations - Blended Asset Conservative Series

For the Period October 13, 2017¹ to October 31, 2017

INVESTMENT INCOME:
Interest	$	66,978
Dividends		3,662
Total Investment Income		70,640
EXPENSES:
Management fees (Note 3)		19,615
Fund accounting and administration fees (Note 3)		5,609
Chief Compliance Officer service fees (Note 3)		140
Audit fees		45,884
Transfer agent fees		4,219
Custodian fees		2,658
Miscellaneous		3,132
Total Expenses		81,257
Less reduction of expenses (Note 3)		(59,190	)
Net Expenses		22,067
NET INVESTMENT INCOME		48,573
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized loss on-
Investments		(13,203	)
Foreign currency and translation of other assets and liabilities		(15	)
		(13,218	)
Net change in unrealized appreciation (depreciation) on-
Investments		(195,315	)
Foreign currency and translation of other assets and liabilities		(51	)
		(195,366	)
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN CURRENCY		(208,584	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(160,011	)

¹Commencement of operations.

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

17

Statement of Changes in Net Assets - Blended Asset Conservative Series

	FOR THE PERIOD 10/13/171 TO 10/31/17
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	48,573
Net realized loss on investments and foreign currency		(13,218	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(195,366	)
Net decrease from operations		(160,011	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		100,935,913
Net increase in net assets		100,775,902
NET ASSETS:
Beginning of period		—
End of period (including undistributed net investment income of $48,575)	$	100,775,902

¹Commencement of operations.

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

18

Financial Highlights - Blended Asset Conservative Series - Class R6

	FOR THE PERIOD 10/13/171 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.87
Income (loss) from investment operations:
Net investment income2		0.01
Net realized and unrealized loss on investments		(0.03	)
Total from investment operations		(0.02	)
Net asset value - End of period	$	10.85
Net assets - End of period (000’s omitted)	$	100,776
Total return3		(0.18	%)
Ratios (to average net assets)/Supplemental Data:
Expenses4		0.45	%
Net investment income4		0.99	%
Series portfolio turnover		5	%
*The investment advisor did not impose all or a portion of its management and/or other fees during the period, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts4:
		1.21	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Represents 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.

⁴Annualized.

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

19

Shareholder Expense Example - Blended Asset Moderate Series

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (October 13, 2017* to October 31, 2017).

Actual Expenses

The Actual lines of the table below provide information about actual account values and actual expenses. You may use the information in 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 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 such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING  ACCOUNT VALUE                    10/13/17*	ENDING  ACCOUNT VALUE                    10/31/17	EXPENSES PAID  DURING PERIOD**                   10/13/17*-10/31/17
Actual	$1,000.00	$   998.10	$0.25
Hypothetical
(5% return before expenses)	$1,000.00	$1,002.22	$0.25

*Commencement of operations.

**Expenses are equal to the Series’ annualized expense ratio (for the period October 13, 2017* to October 31, 2017) of 0.50%, multiplied by the average account value over the period, multiplied by 18/365 (to reflect the period since inception). The Series’ total return would have been lower had certain expenses not been waived during the period.

20

Portfolio Composition - Blended Asset Moderate Series

As of October 31, 2017 (unaudited)

Sector Allocation4
Information Technology	10.8	%
Health Care	8.8	%
Financials	6.7	%
Consumer Discretionary	5.2	%
Industrials	4.0	%
Energy	3.9	%
Consumer Staples	3.9	%
Materials	3.7	%
Real Estate	2.7	%
Telecommunication Services	1.7	%
Utilities	0.5	%
4Including common stocks and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings5
Facebook, Inc. - Class A	1.7	%
ServiceNow, Inc.	1.7	%
The Priceline Group, Inc.	1.3	%
DaVita, Inc.	1.2	%
Skyworks Solutions, Inc.	1.0	%
Novartis AG - ADR (Switzerland)	1.0	%
Medtronic plc	0.9	%
FedEx Corp.	0.8	%
Amazon.com, Inc.	0.8	%
Diageo plc (United Kingdom)	0.8	%
5As a percentage of total investments.

21

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 35.9%
Consumer Discretionary - 2.9%
Diversified Consumer Services - 0.0%##
Fu Shou Yuan International Group Ltd. (China)1		28,000	$	19,683
Hotels, Restaurants & Leisure - 0.1%
Accor S.A. (France)1		920		45,897
Jollibee Foods Corp. (Philippines)1		6,050		29,215
				75,112
Household Durables - 0.0%##
Kaufman & Broad S.A. (France)1		425		18,780
Internet & Direct Marketing Retail - 2.1%
Amazon.com, Inc.*		862		952,751
Ctrip.com International Ltd. - ADR (China)*		605		28,973
The Priceline Group, Inc.*		765		1,462,649
				2,444,373
Leisure Products - 0.0%##
Trigano S.A. (France)1		125		20,172
Media - 0.0%##
Quebecor, Inc. - Class B (Canada)		170		6,415
Shaw Communications, Inc. - Class B (Canada)		300		6,851
				13,266
Multiline Retail - 0.0%##
Lojas Renner S.A. (Brazil)		1,705		17,929
Specialty Retail - 0.0%##
Industria de Diseno Textil S.A. (Spain)1		535		19,997
Textiles, Apparel & Luxury Goods - 0.7%
ANTA Sports Products Ltd. (China)1		6,000		26,837
lululemon athletica, Inc.*		11,551		710,502
				737,339
Total Consumer Discretionary				3,366,651
Consumer Staples - 2.9%
Beverages - 2.2%
Ambev S.A. - ADR (Brazil)		132,873		841,086
Anheuser-Busch InBev S.A./N.V. (Belgium)1		5,460		669,512
Diageo plc (United Kingdom)1		27,282		931,645
Treasury Wine Estates Ltd. (Australia)1		3,335		40,033
				2,482,276
Food & Staples Retailing - 0.1%
Puregold Price Club, Inc. (Philippines)1		29,430		29,074
Raia Drogasil S.A. (Brazil)		1,200		28,877
Robinsons Retail Holdings, Inc.
(Philippines)1		16,240		30,514
				88,465
Food Products - 0.1%
Danone S.A. (France)1		385		31,467
Kerry Group plc - Class A (Ireland)1		395		39,782
M Dias Branco S.A. (Brazil)		1,200		17,747
Nestle S.A. (Switzerland)1		455		38,283
				127,279
Personal Products - 0.5%
Beiersdorf AG (Germany)1		215		24,185
Unilever plc - ADR (United Kingdom)		10,669		604,399
				628,584
Tobacco - 0.0%##
Japan Tobacco, Inc. (Japan)1		1,200		39,720
Total Consumer Staples				3,366,324
Energy - 1.5%
Energy Equipment & Services - 1.4%
Diamond Offshore Drilling, Inc.*		18,205		304,570
Oceaneering International, Inc.		11,095		224,341
Schlumberger Ltd.		13,165		842,560
Transocean Ltd.*		25,745		270,322
				1,641,793
Oil, Gas & Consumable Fuels - 0.1%
Cameco Corp. (Canada)		1,425		11,600
Galp Energia SGPS S.A. (Portugal)1		1,590		29,561
Royal Dutch Shell plc - Class B - ADR (Netherlands)		455		29,739
YPF S.A. - ADR (Argentina)		990		24,314
				95,214
Total Energy				1,737,007
Financials - 1.0%
Banks - 0.4%
Banco Macro S.A. - ADR (Argentina)		205		25,814
Bankia S.A. (Spain)1		4,750		22,668
Banque Cantonale Vaudoise (Switzerland)1		25		17,980
BNP Paribas S.A. (France)1		480		37,464
BPER Banca (Italy)1		3,865		18,814
CaixaBank S.A. (Spain)1		4,925		23,041

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

22

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Banks (continued)
Credit Agricole S.A. (France)1		1,635	$	28,536
Danske Bank A/S (Denmark)1		740		28,241
Erste Group Bank AG (Austria)1		440		18,887
Eurobank Ergasias S.A. (Greece)*1		26,065		21,291
FinecoBank Banca Fineco S.p.A. (Italy)1		3,320		31,052
Grupo Financiero Galicia S.A. - ADR (Argentina)		410		22,509
Grupo Supervielle S.A. - ADR (Argentina)		730		19,571
Itau Unibanco Holding S.A. (Brazil)		1,400		18,064
Jyske Bank A/S (Denmark)1		340		19,213
KBC Group N.V. (Belgium)1		340		28,243
Skandinaviska Enskilda Banken A.B. - Class A (Sweden)1		1,540		18,978
Svenska Handelsbanken A.B. - Class A (Sweden)1		1,325		18,990
Swedbank A.B. - Class A (Sweden)1		775		19,234
Sydbank A/S (Denmark)1		490		19,129
				457,719
Capital Markets - 0.6%
Amundi S.A. (France)1,2		350		29,663
Banca Generali S.p.A. (Italy)1		865		28,459
BlackRock, Inc.		1,073		505,201
EFG International AG (Switzerland)1		3,215		29,421
Euronext N.V. (Netherlands)1,2		630		37,416
Julius Baer Group Ltd. (Switzerland)1		330		19,519
Natixis S.A. (France)1		4,845		37,995
				687,674
Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)1		460		19,126
Total Financials				1,164,519
Health Care - 8.4%
Biotechnology - 3.6%
Biogen, Inc.*		2,062		642,643
BioMarin Pharmaceutical, Inc.*		9,048		742,750
Incyte Corp.*		5,711		646,771
Regeneron Pharmaceuticals, Inc.*		2,287		920,792
Seattle Genetics, Inc.*		12,593		772,077
Vertex Pharmaceuticals, Inc.*		2,629		384,439
				4,109,472
Health Care Equipment & Supplies - 1.0%
Medtronic plc		13,373		1,076,794
Osstem Implant Co. Ltd. (South Korea)*1		490		31,485
				1,108,279
Health Care Providers & Services - 1.6%
DaVita, Inc.*		22,193		1,348,003
Express Scripts Holding Co.*		7,272		445,701
Fleury S.A. (Brazil)		3,000		26,338
Fresenius Medical Care AG & Co. KGaA (Germany)1		465		45,022
Orpea (France)1		320		38,339
				1,903,403
Life Sciences Tools & Services - 0.0%##
QIAGEN N.V.		540		18,284
QIAGEN N.V.1		690		23,409
Tecan Group AG (Switzerland)1		95		20,093
				61,786
Pharmaceuticals - 2.2%
Bristol-Myers Squibb Co.		6,736		415,342
Hypermarcas S.A. (Brazil)		2,700		28,318
Johnson & Johnson		6,480		903,377
Kalbe Farma Tbk PT (Indonesia)1		237,100		27,971
Novartis AG - ADR (Switzerland)		13,569		1,120,528
Perrigo Co. plc		440		35,636
				2,531,172
Total Health Care				9,714,112
Industrials - 3.8%
Aerospace & Defense - 0.6%
Arconic, Inc.		24,214		608,256
LIG Nex1 Co. Ltd. (South Korea)1		440		28,238
Thales S.A. (France)1		455		47,417
Ultra Electronics Holdings plc
(United Kingdom)1		820		19,856
				703,767
Air Freight & Logistics - 0.8%
FedEx Corp.		4,293		969,402
Airlines - 0.1%
Azul S.A. - ADR (Brazil)*		710		17,956
Ryanair Holdings plc - ADR (Ireland)*		460		51,571
				69,527
Building Products - 0.1%
Cie de Saint-Gobain (France)1		645		37,818

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

23

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Building Products (continued)
Geberit AG (Switzerland)1		40	$	18,110
				55,928
Commercial Services & Supplies - 0.1%
China Everbright International Ltd. (China)1		20,000		28,217
Elis S.A. (France)1		1,095		28,549
SPIE S.A. (France)1		1,475		38,809
				95,575
Construction & Engineering - 0.1%
Eiffage S.A. (France)1		460		48,050
Vinci S.A. (France)1		680		66,625
				114,675
Electrical Equipment - 0.0%##
Legrand S.A. (France)1		400		29,684
Industrial Conglomerates - 0.1%
Siemens AG (Germany)1		565		81,152
Machinery - 0.1%
FANUC Corp. (Japan)1		100		23,382
Jungheinrich AG (Germany)1		645		29,375
KION Group AG (Germany)1		495		39,663
Metso OYJ (Finland)1		730		26,512
The Weir Group plc (United Kingdom)1		1,945		50,423
				169,355
Professional Services - 1.2%
Applus Services S.A. (Spain)1		3,930		54,956
Equifax, Inc.		4,810		522,029
Intertek Group plc (United Kingdom)1		565		40,703
Nielsen Holdings plc		19,680		729,538
Randstad Holding N.V.
(Netherlands)1		475		29,223
RELX plc (United Kingdom)1		870		20,019
SGS S.A. (Switzerland)1		15		37,043
				1,433,511
Road & Rail - 0.4%
Genesee & Wyoming, Inc. - Class A*		6,306		452,645
Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)1		1,165		30,010
Brenntag AG (Germany)1		690		39,148
Howden Joinery Group plc (United Kingdom)1		2,445		13,315
				82,473
Transportation Infrastructure - 0.1%
Aena SME S.A. (Spain)1,2		520		95,406
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		1,300		6,567
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		65		6,170
				108,143
Total Industrials				4,365,837
Information Technology - 10.1%
Electronic Equipment, Instruments & Components - 0.1%
Halma plc (United Kingdom)1		1,885		29,577
Hexagon A.B. - Class B (Sweden)1		390		19,997
Hitachi Ltd. (Japan)1		6,000		47,780
Hollysys Automation Technologies
Ltd. (China)		845		18,970
Keyence Corp. (Japan)1		100		55,522
				171,846
Internet Software & Services - 3.6%
Alibaba Group Holding Ltd. - ADR (China)*		420		77,654
Alphabet, Inc. - Class A*		670		692,137
Alphabet, Inc. - Class C*		687		698,432
China Literature Ltd. - Rights (Expires 11/03/2017) (Hong Kong)*3		12		—
Facebook, Inc. - Class A*		10,785		1,941,947
NetEase, Inc. - ADR (China)		45		12,686
Tencent Holdings Ltd. - Class H (China)1		16,380		736,201
				4,159,057
IT Services - 1.7%
Altran Technologies S.A. (France)1		2,050		37,914
Amdocs Ltd.		690		44,919
InterXion Holding N.V. - ADR
(Netherlands)*		610		32,568
MasterCard, Inc. - Class A		6,028		896,786
Sopra Steria Group (France)1		205		38,458
Visa, Inc. - Class A		8,134		894,577
				1,945,222
Semiconductors & Semiconductor Equipment - 1.8%
Qorvo, Inc.*		12,180		923,366

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

24

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Semiconductors & Semiconductor Equipment (continued)
Skyworks Solutions, Inc.		10,346	$	1,177,996
				2,101,362
Software - 2.9%
Atlassian Corp. plc - Class A (Australia)*		325		15,720
Dassault Systemes S.E. (France)1		375		39,809
Electronic Arts, Inc.*		4,143		495,503
Microsoft Corp.		9,344		777,234
ServiceNow, Inc.*		15,229		1,924,489
Sophos Group plc (United Kingdom)1,2		2,505		20,657
Temenos Group AG (Switzerland)1		265		30,600
				3,304,012
Total Information Technology				11,681,499
Materials - 2.3%
Chemicals - 0.5%
Akzo Nobel N.V. (Netherlands)1		425		38,369
Ashland Global Holdings, Inc.		6,640		451,387
Croda International plc (United Kingdom)1		570		31,678
Mexichem, S.A.B. de C.V. (Mexico)		5,000		12,878
Solvay S.A. (Belgium)1		245		36,397
				570,709
Construction Materials - 0.0%##
Wienerberger AG (Austria)1		1,155		29,634
Containers & Packaging - 1.0%
Ball Corp.		13,688		587,626
Sealed Air Corp.		12,692		561,367
				1,148,993
Metals & Mining - 0.8%
Antofagasta plc (Chile)1		14,303		181,270
First Quantum Minerals Ltd. (Zambia)		16,647		186,200
Grupo Mexico, S.A.B. de C.V. - Series B (Mexico)		11,000		35,774
Lundin Mining Corp. (Canada)		25,351		193,360
Southern Copper Corp. (Peru)		5,763		247,521
				844,125
Total Materials				2,593,461
Real Estate - 2.2%
Equity Real Estate Investment Trusts (REITS) - 2.2%
Acadia Realty Trust		440		12,386
Agree Realty Corp.		195		9,222
Alexandria Real Estate Equities, Inc.		400		49,584
American Campus Communities, Inc.		455		18,919
American Homes 4 Rent - Class A		1,660		35,325
Apartment Investment & Management Co. - Class A		935		41,121
AvalonBay Communities, Inc.		280		50,772
Axiare Patrimonio SOCIMI S.A. (Spain)1		750		14,066
Bluerock Residential Growth REIT, Inc.		870		9,822
Boston Properties, Inc.		205		24,842
Brandywine Realty Trust		1,125		19,676
Brixmor Property Group, Inc.		650		11,356
Camden Property Trust		230		20,985
CatchMark Timber Trust, Inc. - Class A		1,710		21,888
Cedar Realty Trust, Inc.		3,360		18,278
Chesapeake Lodging Trust		770		21,483
Colony NorthStar, Inc. - Class A		2,610		32,051
Columbia Property Trust, Inc.		680		15,014
Community Healthcare Trust, Inc.		2,150		58,974
CoreCivic, Inc.		1,525		37,606
Cousins Properties, Inc.		3,390		30,578
Crown Castle International Corp.		250		26,770
CubeSmart		1,525		41,510
DDR Corp.		1,155		8,859
Digital Realty Trust, Inc.		380		45,007
Douglas Emmett, Inc.		540		21,487
Education Realty Trust, Inc.		280		9,772
EPR Properties		140		9,685
Equinix, Inc.		215		99,652
Equity Commonwealth*		665		19,983
Equity LifeStyle Properties, Inc.		220		19,466
Equity Residential		550		36,993
Essex Property Trust, Inc.		35		9,185
Extra Space Storage, Inc.		370		30,188
Forest City Realty Trust, Inc. - Class A		850		20,936
Getty Realty Corp.		540		15,341
GGP, Inc.		915		17,806
Global Medical REIT, Inc.		2,495		21,108
HCP, Inc.		760		19,638
Healthcare Trust of America, Inc. - Class A		760		22,838
Hibernia REIT plc (Ireland)1		9,865		16,950

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

25

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Host Hotels & Resorts, Inc.		940	$	18,386
Independence Realty Trust, Inc.		1,445		14,667
Invitation Homes, Inc.		715		16,138
Lamar Advertising Co. - Class A		250		17,610
LaSalle Hotel Properties		455		12,836
Life Storage, Inc.		255		20,609
The Macerich Co.		165		9,009
Mid-America Apartment Communities, Inc.		335		34,287
National Retail Properties, Inc.		500		20,090
Outfront Media, Inc.		725		17,001
Physicians Realty Trust		2,005		34,847
Prologis, Inc.		1,005		64,903
Public Storage		160		33,160
Regency Centers Corp.		335		20,619
Retail Opportunity Investments Corp.		695		12,496
Rexford Industrial Realty, Inc.		865		25,682
Simon Property Group, Inc.		510		79,218
STAG Industrial, Inc.		1,090		29,757
Starwood Waypoint Homes		440		15,976
STORE Capital Corp.		770		19,011
Sun Communities, Inc.		210		18,955
Sunstone Hotel Investors, Inc.		1,180		19,258
Terreno Realty Corp.		700		25,704
UDR, Inc.		700		27,153
Unibail-Rodamco S.E. (France)1		130		32,540
Urban Edge Properties		1,315		30,850
Ventas, Inc.		635		39,846
VEREIT, Inc.		2,410		19,015
Vornado Realty Trust		515		38,553
Welltower, Inc.		535		35,824
Weyerhaeuser Co.		17,226		618,586
				2,489,708
Real Estate Management & Development - 0.0%##
Aliansce Shopping Centers S.A. (Brazil)*		3,400		18,168
Iguatemi Empresa de Shopping Centers S.A. (Brazil)		1,500		17,626
Nexity S.A. (France)1		480		29,502
				65,296
Total Real Estate				2,555,004
Telecommunication Services - 0.7%
Diversified Telecommunication Services - 0.7%
Iliad S.A. (France)1		130		32,450
Zayo Group Holdings, Inc.*		20,443		737,175
Total Telecommunication Services				769,625
Utilities - 0.1%
Electric Utilities - 0.0%##
Pampa Energia S.A. - ADR (Argentina)*		585		39,681
Independent Power and Renewable Electricity Producers - 0.1%
China Longyuan Power Group Corp. Ltd. - Class H (China)1		36,000		26,697
Huaneng Renewables Corp. Ltd. - Class H (China)1		82,000		28,200
				54,897
Total Utilities				94,578
TOTAL COMMON STOCKS
(Identified Cost $41,456,476)				41,408,617
CORPORATE BONDS - 16.3%
Non-Convertible Corporate Bonds - 16.3%
Consumer Discretionary - 2.3%
Auto Components - 0.3%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		332,000		355,232
Household Durables - 0.5%
Century Communities, Inc.2, 5.875%, 7/15/2025		43,000		43,430
Meritage Homes Corp., 5.125%, 6/6/2027		31,000		31,349
NVR, Inc., 3.95%, 9/15/2022		371,000		389,718
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		45,000		46,181
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		24,000		25,980
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		38,000		37,240
Weekley Homes LLC - Weekley Finance Corp.2, 6.625%, 8/15/2025		39,000		37,928
				611,826
Internet & Direct Marketing Retail - 0.7%
Amazon.com, Inc.2, 3.15%, 8/22/2027		250,000		251,496
The Priceline Group, Inc., 3.60%, 6/1/2026		466,000		476,302
				727,798

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

26

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media - 0.6%
Charter Communications Operating LLC - Charter Communications Operating Capital Corp., 4.464%, 7/23/2022		10,000	$	10,561
Comcast Corp., 4.40%, 8/15/2035		225,000		243,650
CSC Holdings, LLC, 5.25%, 6/1/2024		54,000		53,764
Discovery Communications LLC, 3.95%, 3/20/2028		380,000		376,889
DISH DBS Corp., 5.875%, 7/15/2022		10,000		10,056
				694,920
Multiline Retail - 0.2%
Dollar General Corp., 3.25%, 4/15/2023		227,000		232,930
Total Consumer Discretionary				2,622,706
Consumer Staples - 1.0%
Beverages - 0.6%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		320,000		505,668
PepsiCo, Inc., 3.10%, 7/17/2022		221,000		228,476
				734,144
Food & Staples Retailing - 0.4%
C&S Group Enterprises LLC2 , 5.375%, 7/15/2022		60,000		58,200
CVS Health Corp., 3.50%, 7/20/2022		334,000		344,284
				402,484
Total Consumer Staples				1,136,628
Energy - 2.4%
Energy Equipment & Services - 0.1%
McDermott International, Inc.2, 8.00%, 5/1/2021		60,000		61,950
Trinidad Drilling Ltd. (Canada)2, 6.625%, 2/15/2025		44,000		42,790
				104,740
Oil, Gas & Consumable Fuels - 2.3%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		464,000		482,386
Cheniere Energy Partners LP2 , 5.25%, 10/1/2025		39,000		40,170
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		209,000		223,996
ConocoPhillips Co., 3.35%, 5/15/2025		225,000		231,811
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		44,000		44,000
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		225,000		227,939
Enviva Partners LP - Enviva Partners Finance Corp., 8.50%, 11/1/2021		39,000		41,827
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		43,000		45,365
Global Ship Lease, Inc. (United Kingdom)2, 9.875%, 11/15/2022		50,000		51,000
Hilcorp Energy I LP - Hilcorp Finance Co.2, 5.75%, 10/1/2025		61,000		62,449
Jonah Energy LLC - Jonah Energy Finance Corp.2 , 7.25%, 10/15/2025		39,000		39,000
Kinder Morgan Energy Partners LP, 4.30%, 5/1/2024		470,000		493,132
PBF Holding Co. LLC - PBF Finance Corp.2, 7.25%, 6/15/2025		34,000		35,148
Petroleos Mexicanos (Mexico), 6.875%, 8/4/2026		199,000		223,576
Rockies Express Pipeline, LLC2, 5.625%, 4/15/2020		53,000		56,180
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		220,000		248,892
SemGroup Corp.2, 6.375%, 3/15/2025		42,000		41,370
Seven Generations Energy Ltd. (Canada)2, 5.375%, 9/30/2025		27,000		27,270
Southwestern Energy Co., 6.70%, 1/23/2025		31,000		31,698
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.2, 5.50%, 9/15/2024		56,000		57,890
				2,705,099
Total Energy				2,809,839
Financials - 5.8%
Banks - 3.1%
Banco Santander S.A. (Spain), 3.50%, 4/11/2022		298,000		305,350
Bank of America Corp., 4.00%, 1/22/2025		342,000		354,204
Barclays Bank plc (United Kingdom)2, 10.179%, 6/12/2021		176,000		217,342
Citigroup, Inc., 3.875%, 3/26/2025		474,000		486,373

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

27

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019			226,000	$	230,420
JPMorgan Chase & Co.5, (3 mo. LIBOR US + 0.935%), 2.776%, 4/25/2023			470,000		471,667
Kreditanstalt fuer Wiederaufbau (Germany), 1.50%, 6/15/2021			906,000		889,733
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025			478,000		504,120
Popular, Inc., 7.00%, 7/1/2019			47,000		48,058
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD		60,000		46,962
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023			12,000		13,362
					3,567,591
Capital Markets - 0.8%
The Goldman Sachs Group, Inc., 4.25%, 10/21/2025			230,000		239,963
Morgan Stanley6, (3 mo. LIBOR US + 1.220%), 2.617%, 5/8/2024			344,000		349,772
Morgan Stanley, 5.00%, 11/24/2025			350,000		381,785
					971,520
Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019			17,000		17,207
Navient Corp., 6.125%, 3/25/2024			28,000		28,735
SLM Corp., 5.125%, 4/5/2022			35,000		36,269
					82,211
Diversified Financial Services - 0.6%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021			404,000		429,045
E*TRADE Financial Corp., 2.95%, 8/24/2022			250,000		250,119
LPL Holdings, Inc.2, 5.75%, 9/15/2025			28,000		29,120
					708,284
Insurance - 1.1%
American International Group, Inc., 4.125%, 2/15/2024			325,000		345,683
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024			580,000		626,207
Prudential Financial, Inc.5, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042			230,000		254,150
					1,226,040
Thrifts & Mortgage Finance - 0.1%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.2, 5.875%, 8/1/2021			72,000		74,340
Total Financials					6,629,986
Health Care - 0.4%
Biotechnology - 0.3%
AMAG Pharmaceuticals, Inc.2, 7.875%, 9/1/2023			30,000		30,524
Express Scripts Holding Co., 3.50%, 6/15/2024			333,000		336,943
					367,467
Health Care Equipment & Supplies - 0.0%##
Hill-Rom Holdings, Inc.2, 5.00%, 2/15/2025			30,000		30,675
Health Care Providers & Services - 0.1%
DaVita, Inc., 5.00%, 5/1/2025			39,000		38,415
Fresenius Medical Care US Finance II, Inc. (Germany)2, 6.50%, 9/15/2018			17,000		17,657
HCA Healthcare, Inc., 6.25%, 2/15/2021			12,000		12,915
HCA, Inc., 3.75%, 3/15/2019			12,000		12,180
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.2, 6.625%, 5/15/2022			15,000		15,019
Tenet Healthcare Corp., 6.75%, 2/1/2020			12,000		12,210
					108,396
Total Health Care					506,538
Industrials - 0.2%
Air Freight & Logistics - 0.0%##
Park Aerospace Holdings Ltd. (Ireland)2, 4.50%, 3/15/2023			22,000		22,028
Airlines - 0.1%
Allegiant Travel Co., 5.50%, 7/15/2019			28,000		28,910
American Airlines Group, Inc.2, 5.50%, 10/1/2019			27,000		28,080
					56,990

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

28

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Building Products - 0.1%
Airxcel, Inc.2, 8.50%, 2/15/2022		46,000	$	48,760
Construction & Engineering - 0.0%##
Tutor Perini Corp.2, 6.875%, 5/1/2025		44,000		47,465
Machinery - 0.0%##
Xerium Technologies, Inc., 9.50%, 8/15/2021		34,000		34,925
Trading Companies & Distributors - 0.0%##
International Lease Finance Corp., 6.25%, 5/15/2019		31,000		32,873
Total Industrials				243,041
Information Technology - 0.8%
Internet Software & Services - 0.4%
Activision Blizzard, Inc., 3.40%, 6/15/2027		463,000		463,860
IT Services - 0.3%
Visa, Inc., 2.80%, 12/14/2022		343,000		349,453
Semiconductors & Semiconductor Equipment - 0.1%
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		43,000		41,280
Total Information Technology				854,593
Materials - 1.4%
Chemicals - 0.2%
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)2, 8.375%, 12/1/2022		38,000		38,380
NOVA Chemicals Corp. (Canada)2, 4.875%, 6/1/2024		32,000		32,600
Solvay Finance America LLC (Belgium)2, 3.40%, 12/3/2020		203,000		208,746
				279,726
Metals & Mining - 1.0%
Anglo American Capital plc (United Kingdom)2, 9.375%, 4/8/2019		19,000		20,905
Anglo American Capital plc (United Kingdom)2, 4.00%, 9/11/2027		417,000		417,417
Corp Nacional del Cobre de Chile (Chile)2, 3.625%, 8/1/2027		422,000		424,486
Southern Copper Corp. (Peru), 3.875%, 4/23/2025		235,000		243,894
Techniplas LLC2, 10.00%, 5/1/2020		43,000		34,400
				1,141,102
Paper & Forest Products - 0.2%
Domtar Corp., 4.40%, 4/1/2022		216,000		227,180
Total Materials				1,648,008
Real Estate - 0.5%
Equity Real Estate Investment Trusts (REITS) - 0.5%
American Tower Corp., 3.30%, 2/15/2021		467,000		479,156
GTP Acquisition Partners I LLC2, 2.35%, 6/15/2020		92,000		91,696
iStar, Inc., 5.25%, 9/15/2022		36,000		36,900
Total Real Estate				607,752
Telecommunication Services - 1.1%
Diversified Telecommunication Services - 1.1%
AT&T, Inc., 3.90%, 8/14/2027		500,000		498,000
CenturyLink, Inc., 7.50%, 4/1/2024		30,000		31,875
Frontier Communications Corp., 11.00%, 9/15/2025		46,000		39,042
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		61,000		62,377
Inmarsat Finance plc (United Kingdom)2, 4.875%, 5/15/2022		101,000		103,040
Sprint Communications, Inc.2, 9.00%, 11/15/2018		12,000		12,735
Sprint Communications, Inc., 7.00%, 8/15/2020		12,000		12,926
Verizon Communications, Inc., 4.125%, 3/16/2027		434,000		452,893
Total Telecommunication Services				1,212,888
Utilities - 0.4%
Independent Power and Renewable Electricity Producers - 0.4%
American Water Capital Corp., 2.95%, 9/1/2027		510,000		507,648
TOTAL CORPORATE BONDS
(Identified Cost $18,818,377)				18,779,627

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

29

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	SHARES/ PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
MUTUAL FUNDS - 0.1%
Global X MSCI Greece ETF		3,165	$	29,340
iShares MSCI Eurozone ETF		1,775		77,798
TOTAL MUTUAL FUNDS
(Identified Cost $106,929)				107,138
U.S. TREASURY SECURITIES - 21.1%
U.S. Treasury Bonds - 4.1%
U.S. Treasury Bond, 6.25%, 5/15/2030		879,000		1,241,897
U.S. Treasury Bond, 4.75%, 2/15/2037		1,406,000		1,859,325
U.S. Treasury Bond, 2.50%, 2/15/2045		1,027,000		955,351
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		616,840		596,860
Total U.S. Treasury Bonds
(Identified Cost $4,701,917)				4,653,433
U.S. Treasury Notes - 17.0%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		931,416		934,685
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		593,953		591,432
U.S. Treasury Note, 1.375%, 4/30/2020		2,867,000		2,845,609
U.S. Treasury Note, 1.375%, 4/30/2021		3,055,000		3,008,817
U.S. Treasury Note, 1.75%, 4/30/2022		2,796,000		2,769,460
U.S. Treasury Note, 2.00%, 7/31/2022		3,042,000		3,042,594
U.S. Treasury Note, 1.625%, 4/30/2023		3,045,000		2,971,611
U.S. Treasury Note, 1.625%, 5/15/2026		1,338,000		1,264,724
U.S. Treasury Note, 2.375%, 5/15/2027		2,220,000		2,221,041
Total U.S. Treasury Notes
(Identified Cost $19,716,475)				19,649,973
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $24,418,392)				24,303,406
ASSET-BACKED SECURITIES - 3.3%
BMW Vehicle Owner Trust, Series 2016-A, Class A3, 1.16%, 11/25/2020		420,000		417,284
Chesapeake Funding II LLC, Series 2017-2A, Class A12, 1.99%, 5/15/2029		678,000		678,190
Colony American Homes, Series 2015-1A, Class A2,6, (1 mo. LIBOR US + 1.200%), 2.437%, 7/17/2032		200,428		200,784
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A2, 2.56%, 10/15/2025		255,000		255,380
Enterprise Fleet Financing LLC, Series 2015-2, Class A22, 1.59%, 2/22/2021		159,280		159,246
Home Partners of America Trust, Series 2016-1, Class A2,6, (1 mo. LIBOR US + 1.650%), 2.887%, 3/17/2033		146,729		147,917
Honda Auto Receivables Owner Trust, Series 2016-4, Class A2, 1.04%, 4/18/2019		341,047		340,555
Hyundai Auto Lease Securitization Trust, Series 2017-B, Class A32, 1.97%, 7/15/2020		550,000		550,442
Invitation Homes Trust, Series 2015-SFR3, Class A2,6, (1 mo. LIBOR US + 1.300%), 2.537%, 8/17/2032		385,262		388,056
SoFi Consumer Loan Program LLC, Series 2016-1, Class A2, 3.26%, 8/25/2025		317,195		321,718
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A2, 1.55%, 3/26/2040		165,285		164,739
Tricon American Homes Trust, Series 2016-SFR1, Class A2, 2.589%, 11/17/2033		230,000		227,923
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $3,851,349)				3,852,234
COMMERCIAL MORTGAGE-BACKED SECURITIES - 6.8%
BWAY Mortgage Trust, Series 2015-1740, Class A2, 2.917%, 1/10/2035		541,000		534,293
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A12,7, 2.50%, 5/25/2043		204,920		195,018
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A12,7, 2.13%, 2/25/2043		147,787		141,481
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)7, 1.304%, 8/25/2020		2,556,553		77,699

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

30

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	PRINCIPAL     AMOUNT4		VALUE     (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)7, 1.468%, 6/25/2022		1,950,438	$	109,220
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K029, Class A27, 3.32%, 2/25/2023		469,000		490,792
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)7, 0.208%, 4/25/2023		10,105,566		99,642
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K033, Class A27, 3.06%, 7/25/2023		765,000		790,591
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K035, Class A27, 3.458%, 8/25/2023		697,000		734,961
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ10, Class A2, 2.912%, 12/25/2023		590,000		602,428
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ13, Class A2, 2.864%, 8/25/2022		369,000		377,470
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)2, 0.10%, 6/25/2046		25,005,467		106,013
FREMF Mortgage Trust, Series 2013-K712, Class B2,7, 3.365%, 5/25/2045		143,000		145,070
FREMF Mortgage Trust, Series 2014-K37, Class B2,7, 4.558%, 1/25/2047		320,000		340,332
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX2,7, 3.495%, 12/15/2034		372,000		376,673
JP Morgan Mortgage Trust, Series 2013-2, Class A22,7, 3.50%, 5/25/2043		124,257		126,650
JP Morgan Mortgage Trust, Series 2014-2, Class 1A12,7, 3.00%, 6/25/2029		170,065		172,138
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX32,7, 3.75%, 11/25/2054		141,774		146,156
New Residential Mortgage Loan Trust, Series 2015-2A, Class A12,7, 3.75%, 8/25/2055		178,563		184,157
New Residential Mortgage Loan Trust, Series 2016-4A, Class A12,7, 3.75%, 11/25/2056		182,305		187,359
SCG Trust, Series 2013-SRP1, Class AJ2,6, (1 mo. LIBOR US + 1.950%), 3.189%, 11/15/2026		574,000		571,780
Sequoia Mortgage Trust, Series 2013-2, Class A7, 1.874%, 2/25/2043		132,923		125,721
Sequoia Mortgage Trust, Series 2013-8, Class A17, 3.00%, 6/25/2043		161,920		161,380
Starwood Retail Property Trust, Series 2014-STAR, Class A2,6, (1 mo. LIBOR US + 1.220%), 2.459%, 11/15/2027		342,000		342,238
Towd Point Mortgage Trust, Series 2016-5, Class A12,7, 2.50%, 10/25/2056		328,981		328,202
WinWater Mortgage Loan Trust, Series 2015-1, Class A12,7, 3.50%, 1/20/2045		179,509		182,517
WinWater Mortgage Loan Trust, Series 2015-3, Class A52,7, 3.50%, 3/20/2045		166,935		169,661
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $7,838,089)				7,819,642
FOREIGN GOVERNMENT BONDS - 2.0%
Canada Housing Trust No. 1 (Canada)2, 4.10%, 12/15/2018	CAD	52,000		41,523
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD	67,000		54,582
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020		500,000		499,292
The Korea Development Bank (South Korea), 1.375%, 9/12/2019		500,000		490,415
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN	1,338,000		71,401
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN	540,000		27,667
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN	879,000		44,848
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN	169,000		9,097
Province of Ontario (Canada), 2.00%, 9/27/2018		230,000		230,659
Province of Ontario (Canada), 1.25%, 6/17/2019		203,000		201,031

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

31

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	PRINCIPAL     AMOUNT4		VALUE     (NOTE 2)
FOREIGN GOVERNMENT BONDS (continued)
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD	116,000	$	86,586
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019		500,000		493,706
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP	64,000		86,402
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $2,345,931)				2,337,209
U.S. GOVERNMENT AGENCIES - 9.8%
Mortgage-Backed Securities - 7.3%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		53,037		55,175
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		63,104		65,543
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		150,026		161,845
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034		115,707		124,822
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035		225,226		238,584
Fannie Mae, Pool #AZ3376, 4.00%, 7/1/2035		457,432		484,649
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		112,614		125,682
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		135,735		153,529
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		213,861		242,432
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		178,639		191,670
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		163,838		185,564
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041		196,838		207,477
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		344,479		370,838
Fannie Mae, Pool #AL7068, 4.50%, 9/1/2042		372,337		398,991
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		175,748		185,201
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044		233,111		249,220
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045		170,737		179,575
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046		444,640		457,402
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046		265,023		272,630
Fannie Mae, Pool #BD1381, 3.50%, 6/1/2046		150,121		154,430
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		128,942		138,219
Fannie Mae, Pool #AL8674, 5.659%, 1/1/2049		382,301		419,809
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		126,061		135,825
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		169,364		182,656
Freddie Mac, Pool #C91850, 4.00%, 9/1/2035		278,452		295,775
Freddie Mac, Pool #C91854, 4.00%, 10/1/2035		200,385		212,865
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		48,321		54,571
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		48,845		54,282
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		59,510		66,113
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		355,606		381,245
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		206,366		217,499
Freddie Mac, Pool #Q37592, 4.00%, 12/1/2045		382,101		403,058
Freddie Mac, Pool #Q42596, 3.50%, 8/1/2046		287,065		295,306
Freddie Mac, Pool #Q45199, 4.00%, 1/1/2047		148,241		155,605
Freddie Mac, Pool #Q45210, 4.00%, 1/1/2047		148,831		156,224
Freddie Mac, Pool #G08754, 4.50%, 3/1/2047		318,244		339,854
Freddie Mac, Pool #G08786, 4.50%, 10/1/2047		438,025		469,628
Total Mortgage-Backed Securities
(Identified Cost $8,518,569)				8,483,793
Other Agencies - 2.5%
Fannie Mae, 2.625%, 9/6/2024
(Identified Cost $2,887,240)		2,811,000		2,869,525
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $11,405,809)				11,353,318

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

32

Investment Portfolio - October 31, 2017

BLENDED ASSET MODERATE SERIES	SHARES		VALUE     (NOTE 2)
SHORT-TERM INVESTMENT - 5.1%
Dreyfus Government Cash Management8, 0.93%, (Identified Cost $5,922,166)		5,922,166	$	5,922,166
TOTAL INVESTMENTS - 100.4% (Identified Cost $116,163,518)				115,883,357
LIABILITIES, LESS OTHER ASSETS - (0.4%)				(512,056	)
NET ASSETS - 100%			$	115,371,301

ADR - American Depositary Receipt

CAD - Canadian Dollar

ETF - Exchange-traded fund

GBP - British Pound

IO - Interest only

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar

USD - U.S. Dollar

*Non-income producing security.

##Less than 0.1%.

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

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $10,420,484 or 9.0%, of the Series’ net assets as of October 31, 2017 (see Note 2 to the financial statements).

³Security has been valued at fair value as determined in good faith by the Advisor and is classified as Level 3 in the fair value hierarchy.

⁴Amount is stated in USD unless otherwise noted.

⁵Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of October 31, 2017.

⁶Floating rate security. Rate shown is the rate in effect as of October 31, 2017.

⁷Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of October 31, 2017.

⁸Rate shown is the current yield as of October 31, 2017.

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

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

33

Statement of Assets and Liabilities - Blended Asset Moderate Series

October 31, 2017

ASSETS:
Investments, at value (identified cost $116,163,518) (Note 2)	$	115,883,357
Receivable from investment advisor (Note 3)		30,669
Interest receivable		381,678
Receivable for securities sold		277,693
Receivable for fund shares sold		21,060
Foreign tax reclaims receivable		3,778
Dividends receivable		1,662
TOTAL ASSETS		116,599,897
LIABILITIES:
Due to Custodian		18,332
Accrued fund accounting and administration fees (Note 3)		5,236
Accrued Chief Compliance Officer service fees (Note 3)		140
Payable for securities purchased		1,085,512
Payable for fund shares repurchased		65,798
Audit fees payable		43,521
Other payables and accrued expenses		10,057
TOTAL LIABILITIES		1,228,596
TOTAL NET ASSETS	$	115,371,301
NET ASSETS CONSIST OF:
Capital stock	$	107,558
Additional paid-in-capital		115,513,108
Undistributed net investment income		48,576
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(17,678	)
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		(280,263	)
TOTAL NET ASSETS	$	115,371,301
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R6 ($115,371,301/ 10,755,813 shares)	$	10.73

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

34

Statement of Operations - Blended Asset Moderate Series

For the Period October 13, 2017¹ to October 31, 2017

INVESTMENT INCOME:
Interest	$	74,971
Dividends (net of foreign taxes withheld, $149)		1,602
Total Investment Income		76,573
EXPENSES:
Management fees (Note 3)		25,456
Fund accounting and administration fees (Note 3)		5,236
Chief Compliance Officer service fees (Note 3)		140
Audit fees		43,521
Custodian fees		2,993
Miscellaneous		7,064
Total Expenses		84,410
Less reduction of expenses (Note 3)		(56,125	)
Net Expenses		28,285
NET INVESTMENT INCOME		48,288
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized loss on-
Investments		(17,607	)
Foreign currency and translation of other assets and liabilities		217
		(17,390	)
Net change in unrealized appreciation (depreciation) on-
Investments		(280,161	)
Foreign currency and translation of other assets and liabilities		(102	)
		(280,263	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(297,653	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(249,365	)

¹Commencement of operations.

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

35

Statement of Changes in Net Assets - Blended Asset Moderate Series

	FOR THE PERIOD 10/13/171 TO  10/31/17
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	48,288
Net realized loss on investments and foreign currency		(17,390	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(280,263	)
Net decrease from operations		(249,365	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		115,620,666
Net increase in net assets		115,371,301
NET ASSETS:
Beginning of period		—
End of period (including undistributed net investment income of $48,576)	$	115,371,301

¹Commencement of operations.

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

36

Financial Highlights - Blended Asset Moderate Series - Class R6

	FOR THE PERIOD 10/13/171 TO  10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.75
Income (loss) from investment operations:
Net investment income (loss)2		0.00	3
Net realized and unrealized loss on investments		(0.02	)
Total from investment operations		(0.02	)
Net asset value - End of period	$	10.73
Net assets - End of period (000’s omitted)	$	115,371
Total return4		(0.19	%)
Ratios (to average net assets)/Supplemental Data:
Expenses5		0.50	%
Net investment income5		0.85	%
Series portfolio turnover		4	%
*The investment advisor did not impose all or a portion of its management and/or other fees during the period, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts5:
		0.99	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

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.

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

37

Shareholder Expense Example - Blended Asset Extended Series

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (October 13, 2017* to October 31, 2017).

Actual Expenses

The Actual lines of the table below provide information about actual account values and actual expenses. You may use the information in 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 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 such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING  ACCOUNT VALUE                    10/13/17*	ENDING  ACCOUNT VALUE                    10/31/17	EXPENSES PAID  DURING PERIOD**                    10/13/2017*-10/31/17
Actual	$1,000.00	$   998.10	$0.27
Hypothetical
(5% return before expenses)	$1,000.00	$1,002.19	$0.27

*Commencement of operations

**Expenses are equal to the Series’ annualized expense ratio (for the period October 13, 2017* to October 31, 2017) of 0.55%, multiplied by the average account value over the period, multiplied by 18/365 (to reflect the period since inception). The Series’ total return would have been lower had certain expenses not been waived during the period.

38

Portfolio Composition - Blended Asset Extended Series

As of October 31, 2017 (unaudited)

Sector Allocation4
Information Technology	14.3	%
Health Care	11.5	%
Financials	5.5	%
Consumer Discretionary	5.5	%
Industrials	5.4	%
Consumer Staples	4.6	%
Materials	4.1	%
Energy	3.9	%
Real Estate	3.0	%
Telecommunication Services	1.8	%
Utilities	0.5	%
4Including common stocks and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings5
ServiceNow, Inc.	2.2%
Facebook, Inc. - Class A	2.2%
The Priceline Group, Inc.	1.6%
DaVita, Inc.	1.5%
Skyworks Solutions, Inc.	1.3%
Novartis AG - ADR (Switzerland)	1.3%
Medtronic plc	1.2%
MasterCard, Inc. - Class A	1.2%
Visa, Inc. - Class A	1.1%
Diageo plc (United Kingdom)	1.1%
5As a percentage of total investments.

39

Investment Portfolio - October 31, 2017

BLENDED ASSET EXTENDED SERIES	SHARES		VALUE      (NOTE 2)
COMMON STOCKS - 47.2%
Consumer Discretionary - 3.8%
Diversified Consumer Services - 0.0%##
Fu Shou Yuan International Group Ltd. (China)1		67,000	$	47,100
Hotels, Restaurants & Leisure - 0.1%
Accor S.A. (France)1		2,180		108,755
Jollibee Foods Corp. (Philippines)1		14,410		69,584
				178,339
Household Durables - 0.0%##
Kaufman & Broad S.A. (France)1		1,020		45,072
Internet & Direct Marketing Retail - 2.8%
Amazon.com, Inc.*		1,996		2,206,139
Ctrip.com International Ltd. - ADR (China)*		1,440		68,961
The Priceline Group, Inc.*		1,782		3,407,113
				5,682,213
Leisure Products - 0.0%##
Trigano S.A. (France)1		300		48,412
Media - 0.0%##
Quebecor, Inc. - Class B (Canada)		410		15,471
Shaw Communications, Inc. - Class B (Canada)		720		16,441
				31,912
Multiline Retail - 0.0%##
Lojas Renner S.A. (Brazil)		4,070		42,799
Specialty Retail - 0.0%##
Industria de Diseno Textil S.A. (Spain)1		1,275		47,657
Textiles, Apparel & Luxury Goods - 0.9%
ANTA Sports Products Ltd. (China)1		16,000		71,566
lululemon athletica, Inc.*		26,900		1,654,619
				1,726,185
Total Consumer Discretionary				7,849,689
Consumer Staples - 3.9%
Beverages - 2.9%
Ambev S.A. - ADR (Brazil)		316,717		2,004,818
Anheuser-Busch InBev S.A./N.V. (Belgium)1		13,088		1,604,866
Diageo plc (United Kingdom)1		65,411		2,233,701
Treasury Wine Estates Ltd. (Australia)1		7,950		95,432
				5,938,817
Food & Staples Retailing - 0.1%
Puregold Price Club, Inc. (Philippines)1		70,080		69,232
Raia Drogasil S.A. (Brazil)		2,900		69,785
Robinsons Retail Holdings, Inc. (Philippines)1		38,675		72,668
				211,685
Food Products - 0.2%
Danone S.A. (France)1		915		74,784
Kerry Group plc - Class A (Ireland)1		940		94,670
M Dias Branco S.A. (Brazil)		3,000		44,368
Nestle S.A. (Switzerland)1		1,080		90,870
				304,692
Personal Products - 0.7%
Beiersdorf AG (Germany)1		510		57,370
Unilever plc - ADR (United Kingdom)		24,919		1,411,661
				1,469,031
Tobacco - 0.0%##
Japan Tobacco, Inc. (Japan)1		2,900		95,990
Total Consumer Staples				8,020,215
Energy - 1.9%
Energy Equipment & Services - 1.8%
Diamond Offshore Drilling, Inc.*		42,745		715,124
Oceaneering International, Inc.		26,060		526,933
Schlumberger Ltd.		29,038		1,858,432
Transocean Ltd.*		60,450		634,725
				3,735,214
Oil, Gas & Consumable Fuels - 0.1%
Cameco Corp. (Canada)		3,390		27,595
Galp Energia SGPS S.A. (Portugal)1		3,785		70,371
Royal Dutch Shell plc - Class B - ADR (Netherlands)		1,090		71,242
YPF S.A. - ADR (Argentina)		2,355		57,839
				227,047
Total Energy				3,962,261
Financials - 1.4%
Banks - 0.6%
Banco Macro S.A. - ADR (Argentina)		495		62,331
Bankia S.A. (Spain)1		11,350		54,165
Banque Cantonale Vaudoise (Switzerland)1		65		46,747
BNP Paribas S.A. (France)1		1,150		89,757
BPER Banca (Italy)1		9,200		44,784
CaixaBank S.A. (Spain)1		11,740		54,924

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

40

Investment Portfolio - October 31, 2017

			VALUE
BLENDED ASSET EXTENDED SERIES	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Banks (continued)
Credit Agricole S.A. (France)1		3,890	$	67,893
Danske Bank A/S (Denmark)1		1,770		67,549
Erste Group Bank AG (Austria)1		1,050		45,071
Eurobank Ergasias S.A. (Greece)*1		62,065		50,696
FinecoBank Banca Fineco S.p.A. (Italy)1		7,895		73,842
Grupo Financiero Galicia S.A. - ADR (Argentina)		980		53,802
Grupo Supervielle S.A. - ADR (Argentina)		1,745		46,783
Itau Unibanco Holding S.A. (Brazil)		3,400		43,871
Jyske Bank A/S (Denmark)1		810		45,772
KBC Group N.V. (Belgium)1		810		67,286
Skandinaviska Enskilda Banken A.B. - Class A (Sweden)1		3,675		45,289
Svenska Handelsbanken A.B. - Class A (Sweden)1		3,160		45,290
Swedbank A.B. - Class A (Sweden)1		1,850		45,913
Sydbank A/S (Denmark)1		1,170		45,675
				1,097,440
Capital Markets - 0.8%
Amundi S.A. (France)1,2		840		71,191
Banca Generali S.p.A. (Italy)1		2,065		67,941
BlackRock, Inc.		2,492		1,173,308
EFG International AG (Switzerland)1		7,660		70,098
Euronext N.V. (Netherlands)1,2		1,500		89,086
Julius Baer Group Ltd. (Switzerland)1		785		46,431
Natixis S.A. (France)1		11,515		90,302
				1,608,357
Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)1		1,105		45,943
Total Financials				2,751,740
Health Care - 11.2%
Biotechnology - 4.8%
Biogen, Inc.*		4,828		1,504,695
BioMarin Pharmaceutical, Inc.*		24,110		1,979,190
Incyte Corp.*		13,599		1,540,087
Regeneron Pharmaceuticals, Inc.*		5,440		2,190,253
Seattle Genetics, Inc.*		28,444		1,743,902
Vertex Pharmaceuticals, Inc.*		6,276		917,739
				9,875,866
Health Care Equipment & Supplies - 1.2%
Medtronic plc		31,075		2,502,159
Osstem Implant Co. Ltd. (South Korea)*1		1,170		75,178
				2,577,337
Health Care Providers & Services - 2.2%
DaVita, Inc.*		52,607		3,195,349
Express Scripts Holding Co.*		17,501		1,072,636
Fleury S.A. (Brazil)		7,300		64,090
Fresenius Medical Care AG & Co. KGaA (Germany)1		1,115		107,956
Orpea (France)1		765		91,654
				4,531,685
Life Sciences Tools & Services - 0.1%
QIAGEN N.V.		1,285		43,510
QIAGEN N.V.1		1,650		55,979
Tecan Group AG (Switzerland)1		230		48,647
				148,136
Pharmaceuticals - 2.9%
Bristol-Myers Squibb Co.		16,018		987,670
Hypermarcas S.A. (Brazil)		6,600		69,222
Johnson & Johnson		15,140		2,110,667
Kalbe Farma Tbk PT (Indonesia)1		564,600		66,607
Novartis AG - ADR (Switzerland)		31,559		2,606,142
Perrigo Co. plc		1,045		84,635
				5,924,943
Total Health Care				23,057,967
Industrials - 4.9%
Aerospace & Defense - 0.8%
Arconic, Inc.		56,331		1,415,035
LIG Nex1 Co. Ltd. (South Korea)1		1,050		67,385
Thales S.A. (France)1		1,085		113,072
Ultra Electronics Holdings plc (United Kingdom)1		1,950		47,219
				1,642,711
Air Freight & Logistics - 1.1%
FedEx Corp.		9,667		2,182,905
Airlines - 0.1%
Azul S.A. - ADR (Brazil)*		1,690		42,740
Ryanair Holdings plc - ADR (Ireland)*		1,100		123,321
				166,061
Building Products - 0.1%
Cie de Saint-Gobain (France)1		1,535		90,002

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

41

Investment Portfolio - October 31, 2017

			VALUE
BLENDED ASSET EXTENDED SERIES	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Building Products (continued)
Geberit AG (Switzerland)1		95	$	43,012
				133,014
Commercial Services & Supplies - 0.1%
China Everbright International Ltd. (China)1		48,000		67,721
Elis S.A. (France)1		2,610		68,048
SPIE S.A. (France)1		3,515		92,485
				228,254
Construction & Engineering - 0.1%
Eiffage S.A. (France)1		1,095		114,379
Vinci S.A. (France)1		1,620		158,724
				273,103
Electrical Equipment - 0.0%##
Legrand S.A. (France)1		955		70,871
Industrial Conglomerates - 0.1%
Siemens AG (Germany)1		1,350		193,904
Machinery - 0.2%
FANUC Corp. (Japan)1		300		70,147
Jungheinrich AG (Germany)1		1,545		70,362
KION Group AG (Germany)1		1,185		94,951
Metso OYJ (Finland)1		1,740		63,194
The Weir Group plc (United Kingdom)1		4,625		119,901
				418,555
Professional Services - 1.6%
Applus Services S.A. (Spain)1		9,360		130,887
Equifax, Inc.		11,388		1,235,940
Intertek Group plc (United Kingdom)1		1,350		97,255
Nielsen Holdings plc		44,607		1,653,581
Randstad Holding N.V. (Netherlands)1		1,135		69,828
RELX plc (United Kingdom)1		2,080		47,862
SGS S.A. (Switzerland)1		35		86,434
				3,321,787
Road & Rail - 0.5%
Genesee & Wyoming, Inc. - Class A*		15,135		1,086,390
Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)1		2,770		71,354
Brenntag AG (Germany)1		1,640		93,047
Howden Joinery Group plc (United Kingdom)1		5,830		31,750
				196,151
Transportation Infrastructure - 0.1%
Aena SME S.A. (Spain)1,2		1,235		226,590
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		3,000		15,155
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		160		15,187
				256,932
Total Industrials				10,170,638
Information Technology - 13.5%
Electronic Equipment, Instruments & Components - 0.2%
Halma plc (United Kingdom)1		4,495		70,530
Hexagon A.B. - Class B (Sweden)1		935		47,942
Hitachi Ltd. (Japan)1		15,000		119,450
Hollysys Automation Technologies Ltd. (China)		2,020		45,349
Keyence Corp. (Japan)1		300		166,567
				449,838
Internet Software & Services - 4.7%
Alibaba Group Holding Ltd. - ADR (China)*		1,005		185,814
Alphabet, Inc. - Class A*		1,550		1,601,212
Alphabet, Inc. - Class C*		1,585		1,611,375
China Literature Ltd. - Rights (Expires 11/03/2017) (Hong Kong)*3		27		—
Facebook, Inc. - Class A*		25,180		4,533,911
NetEase, Inc. - ADR (China)		110		31,011
Tencent Holdings Ltd. - Class H (China)1		38,470		1,729,038
				9,692,361
IT Services - 2.5%
Altran Technologies S.A. (France)1		4,885		90,347
Amdocs Ltd.		1,645		107,090
InterXion Holding N.V. - ADR (Netherlands)*		1,245		66,471
MasterCard, Inc. - Class A		16,051		2,387,907
Sopra Steria Group (France)1		495		92,862
Visa, Inc. - Class A		20,962		2,305,401
				5,050,078
Semiconductors & Semiconductor Equipment - 2.4%
Qorvo, Inc.*		28,917		2,192,198

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

42

Investment Portfolio - October 31, 2017

			VALUE
BLENDED ASSET EXTENDED SERIES	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Semiconductors & Semiconductor Equipment (continued)
Skyworks Solutions, Inc.		24,079	$	2,741,635
				4,933,833
Software - 3.7%
Atlassian Corp. plc - Class A (Australia)*		775		37,487
Dassault Systemes S.E. (France)1		900		95,541
Electronic Arts, Inc.*		9,657		1,154,977
Microsoft Corp.		20,949		1,742,538
ServiceNow, Inc.*		35,995		4,548,688
Sophos Group plc (United Kingdom)1,2		5,965		49,188
Temenos Group AG (Switzerland)1		635		73,324
				7,701,743
Total Information Technology				27,827,853
Materials - 3.0%
Chemicals - 0.7%
Akzo Nobel N.V. (Netherlands)1		1,020		92,086
Ashland Global Holdings, Inc.		15,457		1,050,767
Croda International plc (United Kingdom)1		1,360		75,581
Mexichem, S.A.B. de C.V. (Mexico)		11,800		30,393
Solvay S.A. (Belgium)1		580		86,164
				1,334,991
Construction Materials - 0.0%##
Wienerberger AG (Austria)1		2,750		70,558
Containers & Packaging - 1.3%
Ball Corp.		31,385		1,347,358
Sealed Air Corp.		29,102		1,287,182
				2,634,540
Metals & Mining - 1.0%
Antofagasta plc (Chile)1		36,370		460,938
First Quantum Minerals Ltd. (Zambia)		41,215		460,997
Grupo Mexico, S.A.B. de C.V. - Series B (Mexico)		26,200		85,207
Lundin Mining Corp. (Canada)		61,508		469,141
Southern Copper Corp. (Peru)		14,620		627,929
				2,104,212
Total Materials				6,144,301
Real Estate - 2.6%
Equity Real Estate Investment Trusts (REITS) - 2.5%
Acadia Realty Trust		895		25,194
Agree Realty Corp.		405		19,152
Alexandria Real Estate Equities, Inc.		815		101,028
American Campus Communities, Inc.		930		38,670
American Homes 4 Rent - Class A		3,380		71,926
Apartment Investment & Management Co. - Class A		1,905		83,782
AvalonBay Communities, Inc.		570		103,358
Axiare Patrimonio SOCIMI S.A. (Spain)1		1,530		28,694
Bluerock Residential Growth REIT, Inc.		1,775		20,040
Boston Properties, Inc.		415		50,290
Brandywine Realty Trust		2,290		40,052
Brixmor Property Group, Inc.		1,325		23,148
Camden Property Trust		475		43,339
CatchMark Timber Trust, Inc. - Class A		3,485		44,608
Cedar Realty Trust, Inc.		6,840		37,210
Chesapeake Lodging Trust		1,565		43,664
Colony NorthStar, Inc. - Class A		5,315		65,268
Columbia Property Trust, Inc.		1,385		30,581
Community Healthcare Trust, Inc.		4,380		120,143
CoreCivic, Inc.		3,105		76,569
Cousins Properties, Inc.		6,905		62,283
Crown Castle International Corp.		510		54,611
CubeSmart.		3,105		84,518
DDR Corp.		2,355		18,063
Digital Realty Trust, Inc.		775		91,791
Douglas Emmett, Inc.		1,100		43,769
Education Realty Trust, Inc.		565		19,719
EPR Properties		290		20,062
Equinix, Inc.		440		203,940
Equity Commonwealth*		1,355		40,718
Equity LifeStyle Properties, Inc.		450		39,816
Equity Residential		1,125		75,668
Essex Property Trust, Inc.		75		19,682
Extra Space Storage, Inc.		755		61,600
Forest City Realty Trust, Inc. - Class A		1,735		42,733
Getty Realty Corp.		1,105		31,393
GGP, Inc.		1,870		36,390
Global Medical REIT, Inc.		5,085		43,019
HCP, Inc.		1,550		40,052
Healthcare Trust of America, Inc. - Class A		1,550		46,578
Hibernia REIT plc (Ireland)1		20,085		34,509

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

43

Investment Portfolio - October 31, 2017

	SHARES/
	PRINCIPAL		VALUE
BLENDED ASSET EXTENDED SERIES	AMOUNT4		(NOTE 2)
COMMON STOCKS (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Host Hotels & Resorts, Inc.		1,915	$	37,457
Independence Realty Trust, Inc.		2,945		29,892
Invitation Homes, Inc.		1,455		32,839
Lamar Advertising Co. - Class A		515		36,277
LaSalle Hotel Properties		930		26,235
Life Storage, Inc.		520		42,026
The Macerich Co.		340		18,564
Mid-America Apartment Communities, Inc.		680		69,598
National Retail Properties, Inc.		1,020		40,984
Outfront Media, Inc.		1,480		34,706
Physicians Realty Trust		4,080		70,910
Prologis, Inc.		2,050		132,389
Public Storage		325		67,356
Regency Centers Corp.		680		41,854
Retail Opportunity Investments Corp.		1,420		25,532
Rexford Industrial Realty, Inc.		1,760		52,254
Simon Property Group, Inc.		1,045		162,320
STAG Industrial, Inc.		2,225		60,742
Starwood Waypoint Homes		900		32,679
STORE Capital Corp.		1,575		38,887
Sun Communities, Inc.		435		39,263
Sunstone Hotel Investors, Inc.		2,410		39,331
Terreno Realty Corp.		1,430		52,510
UDR, Inc.		1,425		55,276
Unibail-Rodamco S.E. (France)1		280		70,086
Urban Edge Properties		2,680		62,873
Ventas, Inc.		1,300		81,575
VEREIT, Inc.		4,905		38,700
Vornado Realty Trust		1,055		78,977
Welltower, Inc.		1,090		72,986
Weyerhaeuser Co.		39,892		1,432,522
				5,255,230
Real Estate Management & Development - 0.1%
Aliansce Shopping Centers S.A. (Brazil)*		8,200		43,816
Iguatemi Empresa de Shopping Centers S.A. (Brazil)		3,700		43,478
Nexity S.A. (France)1		1,145		70,374
				157,668
Total Real Estate				5,412,898
Telecommunication Services - 0.9%
Diversified Telecommunication Services - 0.9%
Iliad S.A. (France)1		305		76,134
Zayo Group Holdings, Inc.*		49,403		1,781,472
Total Telecommunication Services				1,857,606
Utilities - 0.1%
Electric Utilities - 0.0%##
Pampa Energia S.A. - ADR (Argentina)*		1,395		94,623
Independent Power and Renewable Electricity Producers - 0.1%
China Longyuan Power Group Corp. Ltd. - Class H (China)1		87,000		64,518
Huaneng Renewables Corp. Ltd. - Class H (China)1		198,000		68,093
				132,611
Total Utilities				227,234
TOTAL COMMON STOCKS
(Identified Cost $97,416,736)				97,282,402
CORPORATE BONDS - 13.4%
Non-Convertible Corporate Bonds - 13.4%
Consumer Discretionary - 1.7%
Auto Components - 0.2%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		444,000		475,069
Household Durables - 0.4%
Century Communities, Inc.2, 5.875%, 7/15/2025		75,000		75,749
Meritage Homes Corp., 5.125%, 6/6/2027		53,000		53,596
NVR, Inc., 3.95%, 9/15/2022		438,000		460,098
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		81,000		83,126
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		43,000		46,547
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		68,000		66,640
Weekley Homes LLC - Weekley Finance Corp.2, 6.625%, 8/15/2025		70,000		68,075
				853,831
Internet & Direct Marketing Retail - 0.5%
Amazon.com, Inc.2, 3.15%, 8/22/2027		330,000		331,975
The Priceline Group, Inc., 3.60%, 6/1/2026		631,000		644,950
				976,925

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

44

Investment Portfolio - October 31, 2017

BLENDED ASSET EXTENDED SERIES	PRINCIPAL     AMOUNT4		VALUE     (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media - 0.5%
Charter Communications Operating LLC - Charter Communications Operating Capital Corp., 4.464%, 7/23/2022		25,000	$	26,402
Comcast Corp., 4.40%, 8/15/2035		297,000		321,618
CSC Holdings, LLC, 5.25%, 6/1/2024		96,000		95,580
Discovery Communications LLC, 3.95%, 3/20/2028		510,000		505,825
DISH DBS Corp., 5.875%, 7/15/2022		25,000		25,141
				974,566
Multiline Retail - 0.1%
Dollar General Corp., 3.25%, 4/15/2023		299,000		306,811
Total Consumer Discretionary				3,587,202
Consumer Staples - 0.8%
Beverages - 0.5%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		430,000		679,491
PepsiCo, Inc., 3.10%, 7/17/2022		297,000		307,047
				986,538
Food & Staples Retailing - 0.3%
C&S Group Enterprises LLC2, 5.375%, 7/15/2022		104,000		100,880
CVS Health Corp., 3.50%, 7/20/2022		445,000		458,701
				559,581
Total Consumer Staples				1,546,119
Energy - 2.1%
Energy Equipment & Services - 0.1%
McDermott International, Inc.2, 8.00%, 5/1/2021		111,000		114,608
Trinidad Drilling Ltd. (Canada)2, 6.625%, 2/15/2025		76,000		73,910
				188,518
Oil, Gas & Consumable Fuels - 2.0%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		626,000		650,806
Cheniere Corpus Christi Holdings, LLC, 7.00%, 6/30/2024		100,000		114,125
Cheniere Energy Partners LP2, 5.25%, 10/1/2025		70,000		72,100
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		293,000		314,023
ConocoPhillips Co., 3.35%, 5/15/2025		284,000		292,596
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		78,000		78,000
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		330,000		334,311
Enviva Partners LP - Enviva Partners Finance Corp., 8.50%, 11/1/2021		74,000		79,365
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		73,000		77,015
Global Ship Lease, Inc. (United Kingdom)2, 9.875%, 11/15/2022		100,000		102,000
Hilcorp Energy I LP - Hilcorp Finance Co.2, 5.75%, 10/1/2025		110,000		112,613
Jonah Energy LLC - Jonah Energy Finance Corp.2, 7.25%, 10/15/2025		70,000		70,000
Kinder Morgan Energy Partners LP, 4.30%, 5/1/2024		589,000		617,988
PBF Holding Co. LLC - PBF Finance Corp.2, 7.25%, 6/15/2025		57,000		58,924
Petroleos Mexicanos (Mexico), 6.875%, 8/4/2026		300,000		337,050
Rockies Express Pipeline, LLC2, 5.625%, 4/15/2020		94,000		99,640
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		300,000		339,398
SemGroup Corp.2, 6.375%, 3/15/2025		73,000		71,905
Seven Generations Energy Ltd. (Canada)2, 5.375%, 9/30/2025		49,000		49,490
Southwestern Energy Co., 6.70%, 1/23/2025		56,000		57,260
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.2, 5.50%, 9/15/2024		99,000		102,341
				4,030,950
Total Energy				4,219,468
Financials - 4.2%
Banks - 2.2%
Banco Santander S.A. (Spain), 3.50%, 4/11/2022		421,000		431,384
Bank of America Corp., 4.00%, 1/22/2025		461,000		477,450
Barclays Bank plc (United Kingdom)2, 10.179%, 6/12/2021		235,000		290,200

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

45

Investment Portfolio - October 31, 2017

BLENDED ASSET EXTENDED SERIES	PRINCIPAL     AMOUNT4		VALUE     (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Citigroup, Inc., 3.875%, 3/26/2025		640,000	$	656,706
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		285,000		290,574
JPMorgan Chase & Co.5, (3 mo. LIBOR US + 0.935%), 2.776%, 4/25/2023		605,000		607,146
Kreditanstalt fuer Wiederaufbau (Germany), 1.50%, 6/15/2021		1,087,000		1,067,484
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		577,000		608,530
Popular, Inc., 7.00%, 7/1/2019		76,000		77,710
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD	99,000		77,488
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023		22,000		24,498
				4,609,170
Capital Markets - 0.6%
The Goldman Sachs Group, Inc., 4.25%, 10/21/2025		293,000		305,692
Morgan Stanley6, (3 mo. LIBOR US + 1.220%), 2.617%, 5/8/2024		477,000		485,004
Morgan Stanley, 5.00%, 11/24/2025		438,000		477,777
				1,268,473
Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		30,000		30,366
Navient Corp., 6.125%, 3/25/2024		49,000		50,286
SLM Corp., 5.125%, 4/5/2022		65,000		67,356
				148,008
Diversified Financial Services - 0.4%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021		527,000		559,670
E*TRADE Financial Corp., 2.95%, 8/24/2022		330,000		330,157
LPL Holdings, Inc.2, 5.75%, 9/15/2025		52,000		54,080
				943,907
Insurance - 0.8%
American International Group, Inc., 4.125%, 2/15/2024		435,000		462,683
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		770,000		831,344
Prudential Financial, Inc.5, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		288,000		318,240
				1,612,267
Thrifts & Mortgage Finance - 0.1%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.2, 5.875%, 8/1/2021		132,000		136,290
Total Financials				8,718,115
Health Care - 0.4%
Biotechnology - 0.3%
AMAG Pharmaceuticals, Inc.2, 7.875%, 9/1/2023		54,000		54,945
Express Scripts Holding Co., 3.50%, 6/15/2024		500,000		505,920
				560,865
Health Care Equipment & Supplies - 0.0%##
Hill-Rom Holdings, Inc.2, 5.00%, 2/15/2025		54,000		55,215
Health Care Providers & Services - 0.1%
DaVita, Inc., 5.00%, 5/1/2025		70,000		68,950
Fresenius Medical Care US Finance II, Inc. (Germany)2, 6.50%, 9/15/2018		30,000		31,160
HCA Healthcare, Inc., 6.25%, 2/15/2021		22,000		23,678
HCA, Inc., 3.75%, 3/15/2019		22,000		22,330
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.2, 6.625%, 5/15/2022		30,000		30,037
Tenet Healthcare Corp., 6.75%, 2/1/2020		22,000		22,385
				198,540
Total Health Care				814,620
Industrials - 0.5%
Air Freight & Logistics - 0.0%##
Park Aerospace Holdings Ltd. (Ireland)2, 4.50%, 3/15/2023		39,000		39,049
Airlines - 0.1%
Allegiant Travel Co., 5.50%, 7/15/2019		50,000		51,625
American Airlines Group, Inc.2, 5.50%, 10/1/2019		52,000		54,080
				105,705

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

46

Investment Portfolio - October 31, 2017

BLENDED ASSET EXTENDED SERIES	PRINCIPAL     AMOUNT4		VALUE     (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Building Products - 0.1%
Airxcel, Inc.2, 8.50%, 2/15/2022		81,000	$	85,860
Construction & Engineering - 0.0%##
Tutor Perini Corp.2, 6.875%, 5/1/2025		79,000		85,221
Industrial Conglomerates - 0.3%
General Electric Co.6, (3 mo. LIBOR US + 0.380%), 1.771%, 5/5/2026		609,000		589,868
Machinery - 0.0%##
Xerium Technologies, Inc., 9.50%, 8/15/2021		59,000		60,605
Trading Companies & Distributors - 0.0%##
International Lease Finance Corp., 6.25%, 5/15/2019		57,000		60,444
Total Industrials				1,026,752
Information Technology - 0.9%
Internet Software & Services - 0.3%
Activision Blizzard, Inc., 3.40%, 6/15/2027		603,000		604,120
IT Services - 0.2%
Visa, Inc., 2.80%, 12/14/2022		460,000		468,654
Semiconductors & Semiconductor Equipment - 0.4%
Applied Materials, Inc., 3.30%, 4/1/2027		650,000		664,779
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		78,000		74,880
				739,659
Total Information Technology				1,812,433
Materials - 1.1%
Chemicals - 0.2%
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)2, 8.375%, 12/1/2022		68,000		68,680
NOVA Chemicals Corp. (Canada)2, 4.875%, 6/1/2024		57,000		58,069
Solvay Finance America LLC (Belgium)2, 3.40%, 12/3/2020		311,000		319,803
				446,552
Metals & Mining - 0.8%
Anglo American Capital plc (United Kingdom)2, 9.375%, 4/8/2019		32,000		35,209
Anglo American Capital plc (United Kingdom)2, 4.00%, 9/11/2027		560,000		560,561
Corp Nacional del Cobre de Chile (Chile)2, 3.625%, 8/1/2027		557,000		560,281
Southern Copper Corp. (Peru), 3.875%, 4/23/2025		308,000		319,657
Techniplas LLC2, 10.00%, 5/1/2020		78,000		62,400
				1,538,108
Paper & Forest Products - 0.1%
Domtar Corp., 4.40%, 4/1/2022		283,000		297,647
Total Materials				2,282,307
Real Estate - 0.4%
Equity Real Estate Investment Trusts (REITS) - 0.4%
American Tower Corp., 3.30%, 2/15/2021		631,000		647,425
GTP Acquisition Partners I LLC2, 2.35%, 6/15/2020		123,000		122,594
iStar, Inc., 5.25%, 9/15/2022		57,000		58,425
Total Real Estate				828,444
Telecommunication Services - 0.9%
Diversified Telecommunication Services - 0.9%
AT&T, Inc., 3.90%, 8/14/2027		670,000		667,320
CenturyLink, Inc., 7.50%, 4/1/2024		52,000		55,250
Frontier Communications Corp., 11.00%, 9/15/2025		82,000		69,597
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		110,000		112,484
Inmarsat Finance plc (United Kingdom)2, 4.875%, 5/15/2022		160,000		163,232
Sprint Communications, Inc.2, 9.00%, 11/15/2018		22,000		23,348
Sprint Communications, Inc., 7.00%, 8/15/2020		22,000		23,698
Verizon Communications, Inc., 4.125%, 3/16/2027		640,000		667,861
Total Telecommunication Services				1,782,790
Utilities - 0.4%
Independent Power and Renewable Electricity Producers - 0.4%
American Water Capital Corp., 2.95%, 9/1/2027		680,000		676,864
Atlantica Yield plc (Spain)2, 7.00%, 11/15/2019		204,000		218,280
Total Utilities				895,144
TOTAL CORPORATE BONDS
(Identified Cost $27,567,085)				27,513,394

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

47

Investment Portfolio - October 31, 2017

	SHARES/
	PRINCIPAL		VALUE
BLENDED ASSET EXTENDED SERIES	AMOUNT4		(NOTE 2)
MUTUAL FUNDS - 0.1%
Global X MSCI Greece ETF		7,535	$	69,850
iShares MSCI Eurozone ETF		4,235		185,620
TOTAL MUTUAL FUNDS
(Identified Cost $254,966)				255,470
U.S. TREASURY SECURITIES - 19.6%
U.S. Treasury Bonds - 3.8%
U.S. Treasury Bond, 6.25%, 5/15/2030		1,576,000		2,226,654
U.S. Treasury Bond, 4.75%, 2/15/2037		2,331,000		3,082,565
U.S. Treasury Bond, 2.50%, 2/15/2045		1,687,000		1,569,306
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		1,077,650		1,042,744
Total U.S. Treasury Bonds
(Identified Cost $8,003,383)				7,921,269
U.S. Treasury Notes - 15.8%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		1,034,686		1,038,317
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		1,028,675		1,024,309
U.S. Treasury Note, 1.375%, 4/30/2021		5,036,000		4,959,870
U.S. Treasury Note, 1.75%, 4/30/2022		4,937,000		4,890,137
U.S. Treasury Note, 2.00%, 7/31/2022		6,946,000		6,947,357
U.S. Treasury Note, 1.625%, 4/30/2023		5,270,000		5,142,985
U.S. Treasury Note, 1.25%, 7/31/2023		2,574,000		2,453,645
U.S. Treasury Note, 1.625%, 5/15/2026		2,176,000		2,056,830
U.S. Treasury Note, 2.375%, 5/15/2027		3,986,000		3,987,868
Total U.S. Treasury Notes
(Identified Cost $32,624,937)				32,501,318
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $40,628,320)				40,422,587
ASSET-BACKED SECURITIES - 4.0%
Chesapeake Funding II LLC2, 2.11%, 3/15/2028		168,438		168,822
Chesapeake Funding II LLC, Series 2017-2A, Class A12, 1.99%, 5/15/2029		1,000,000		1,000,280
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A2, 2.56%, 10/15/2025		451,000		451,672
Enterprise Fleet Financing LLC, Series 2015-2, Class A22, 1.59%, 2/22/2021		206,849		206,805
Enterprise Fleet Financing LLC, Series 2016-2, Class A22, 1.74%, 2/22/2022		158,502		158,383
Home Partners of America Trust, Series 2016-1, Class A2,6, (1 mo. LIBOR US + 1.650%), 2.887%, 3/17/2033		185,384		186,885
Honda Auto Receivables Owner Trust, Series 2016-4, Class A2, 1.04%, 4/18/2019		407,942		407,354
Hyundai Auto Lease Securitization Trust, Series 2017-B, Class A32, 1.97%, 7/15/2020		800,000		800,643
Invitation Homes Trust, Series 2015-SFR3, Class A2,6, (1 mo. LIBOR US + 1.300%), 2.537%, 8/17/2032		410,056		413,030
SoFi Consumer Loan Program LLC, Series 2016-2, Class A2, 3.09%, 10/27/2025		510,771		515,238
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A2, 1.55%, 3/26/2040		1,328,806		1,324,419
SoFi Professional Loan Program LLC, Series 2017-C, Class A2A2, 1.75%, 7/25/2040		1,781,652		1,778,271
South Carolina Student Loan Corp., Series 2005, Class A36, (3 mo. LIBOR US + 0.140%), 1.456%, 12/1/2023		458,138		457,977
Tax Ease Funding LLC, Series 2016-1A, Class A2, 3.131%, 6/15/2028		122,259		122,811
Tricon American Homes Trust, Series 2016-SFR1, Class A2, 2.589%, 11/17/2033		323,000		320,083
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $8,312,128)				8,312,673

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

48

Investment Portfolio - October 31, 2017

BLENDED ASSET EXTENDED SERIES	PRINCIPAL     AMOUNT4		VALUE     (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES - 5.1%
BWAY Mortgage Trust, Series 2015-1740, Class A2, 2.917%, 1/10/2035		889,000	$	877,978
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A12,7, 2.50%, 5/25/2043		240,673		229,044
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)7, 1.353%, 12/25/2021		6,203,230		284,468
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K029, Class A27, 3.32%, 2/25/2023		794,000		830,894
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K035, Class A27, 3.458%, 8/25/2023		969,000		1,021,775
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ10, Class A2, 2.912%, 12/25/2023		942,000		961,843
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ13, Class A2, 2.864%, 8/25/2022		673,000		688,447
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		212,823		212,773
FREMF Mortgage Trust, Series 2013-K712, Class B2,7, 3.365%, 5/25/2045		283,000		287,096
FREMF Mortgage Trust, Series 2014-K41, Class B2,7, 3.832%, 11/25/2047		485,000		492,992
FREMF Mortgage Trust, Series 2014-K715, Class B2,7, 3.979%, 2/25/2046		471,000		487,927
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX2,7, 3.495%, 12/15/2034		565,000		572,097
JP Morgan Mortgage Trust, Series 2013-2, Class A22,7, 3.50%, 5/25/2043		146,282		149,099
JP Morgan Mortgage Trust, Series 2014-2, Class 1A12,7, 3.00%, 6/25/2029		250,883		253,941
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX32,7, 3.75%, 11/25/2054		188,413		194,236
New Residential Mortgage Loan Trust, Series 2015-2A, Class A12,7, 3.75%, 8/25/2055		279,417		288,171
New Residential Mortgage Loan Trust, Series 2016-4A, Class A12,7, 3.75%, 11/25/2056		276,349		284,010
SCG Trust, Series 2013-SRP1, Class AJ2,6, (1 mo. LIBOR US + 1.950%), 3.189%, 11/15/2026		700,000		697,293
Sequoia Mortgage Trust, Series 2013-2, Class A7, 1.874%, 2/25/2043		174,890		165,415
Sequoia Mortgage Trust, Series 2013-8, Class A17, 3.00%, 6/25/2043		192,912		192,267
Starwood Retail Property Trust, Series 2014-STAR, Class A2,6, (1 mo. LIBOR US + 1.220%), 2.459%, 11/15/2027		404,000		404,281
Towd Point Mortgage Trust, Series 2016-5, Class A12,7, 2.50%, 10/25/2056		492,585		491,420
WinWater Mortgage Loan Trust, Series 2015-1, Class A12,7, 3.50%, 1/20/2045		205,290		208,730
WinWater Mortgage Loan Trust, Series 2015-3, Class A52,7, 3.50%, 3/20/2045		194,646		197,824
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $10,498,772)				10,474,021
FOREIGN GOVERNMENT BONDS - 1.5%
Canada Housing Trust No. 1 (Canada)2, 4.10%, 12/15/2018	CAD	86,000		68,672
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD	102,000		83,095
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020		500,000		499,292
The Korea Development Bank (South Korea), 1.375%, 9/12/2019		900,000		882,746
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN	2,087,000		111,371
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN	888,000		45,497
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN	1,443,000		73,625
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN	278,000		14,964
Province of Ontario (Canada), 2.00%, 9/27/2018		268,000		268,768
Province of Ontario (Canada), 1.25%, 6/17/2019		223,000		220,837
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD	188,000		140,329

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

49

Investment Portfolio - October 31, 2017

BLENDED ASSET EXTENDED SERIES	PRINCIPAL     AMOUNT4/     SHARES		VALUE     (NOTE 2)
FOREIGN GOVERNMENT BONDS (continued)
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019		621,000	$	613,184
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP	105,000		141,753
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $3,177,265)				3,164,133
U.S. GOVERNMENT AGENCIES - 8.0%
Mortgage-Backed Securities - 5.6%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		67,654		70,381
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		80,520		83,632
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		335,671		362,116
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035		333,174		352,935
Fannie Mae, Pool #AY8263, 3.00%, 5/1/2035		555,802		560,488
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		158,232		178,974
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		275,432		311,875
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		169,872		188,871
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		210,899		226,284
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		146,988		166,700
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041		329,913		347,746
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		572,253		616,040
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		290,308		305,923
Fannie Mae, Pool #AS4103, 4.50%, 12/1/2044		343,363		370,608
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045		263,320		276,950
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046		706,987		727,280
Fannie Mae, Pool #BE3812, 4.00%, 12/1/2046		366,559		385,124
Fannie Mae, Pool #BE3815, 4.00%, 12/1/2046		397,515		417,648
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		438,371		469,909
Fannie Mae, Pool #AL8674, 5.659%, 1/1/2049		608,017		667,671
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		163,774		176,459
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		210,749		227,289
Freddie Mac, Pool #C91771, 4.50%, 6/1/2034		189,030		204,558
Freddie Mac, Pool #C91780, 4.50%, 7/1/2034		218,190		235,314
Freddie Mac, Pool #C91850, 4.00%, 9/1/2035		638,583		678,311
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038		267,866		298,008
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		227,476		252,586
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		590,622		633,206
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		318,473		335,655
Freddie Mac, Pool #Q33778, 4.00%, 6/1/2045		314,567		330,637
Freddie Mac, Pool #G08754, 4.50%, 3/1/2047		463,818		495,313
Freddie Mac, Pool #G08786, 4.50%, 10/1/2047		477,845		512,321
Total Mortgage-Backed Securities
(Identified Cost $11,514,159)				11,466,812
Other Agencies - 2.4%
Fannie Mae, 2.625%, 9/6/2024 (Identified Cost $4,986,677)		4,855,000		4,956,081
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $16,500,836)				16,422,893
SHORT-TERM INVESTMENT - 1.8%
Dreyfus Government Cash Management8, 0.93%, (Identified Cost $3,712,227)		3,712,227		3,712,227
TOTAL INVESTMENTS - 100.7%
(Identified Cost $208,068,335)				207,559,800
LIABILITIES, LESS OTHER ASSETS - (0.7%)				(1,380,334	)
NET ASSETS - 100%			$	206,179,466

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

50

Investment Portfolio - October 31, 2017

ADR - American Depositary Receipt

CAD - Canadian Dollar

ETF - Exchange-traded fund

GBP - British Pound

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar

*Non-income producing security.

##Less than 0.1%.

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

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $18,681,012 or 9.1%, of the Series’ net assets as of October 31, 2017 (see Note 2 to the financial statements).

³Security has been valued at fair value as determined in good faith by the Advisor and is classified as Level 3 in the fair value hierarchy.

⁴Amount is stated in USD unless otherwise noted.

⁵Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of October 31, 2017.

⁶Floating rate security. Rate shown is the rate in effect as of October 31, 2017.

⁷Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of October 31, 2017.

⁸Rate shown is the current yield as of October 31, 2017.

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

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

51

Statement of Assets and Liabilities - Blended Asset Extended Series

October 31, 2017

ASSETS:
Investments, at value (identified cost $208,068,335) (Note 2)	$	207,559,800
Cash		168,294
Receivable from investment advisor (Note 3)		3,658
Interest receivable		596,727
Receivable for securities sold		92,851
Receivable for fund shares sold		64,833
Foreign tax reclaims receivable		4,790
Dividends receivable		3,670
TOTAL ASSETS		208,494,623
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		5,510
Accrued Chief Compliance Officer service fees (Note 3)		140
Payable for securities purchased		2,206,412
Payable for fund shares repurchased		49,661
Audit fees payable		41,166
Other payables and accrued expenses		12,268
TOTAL LIABILITIES		2,315,157
TOTAL NET ASSETS	$	206,179,466
NET ASSETS CONSIST OF:
Capital stock	$	200,061
Additional paid-in-capital		206,451,557
Undistributed net investment income		61,856
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(25,306	)
Net unrealized depreciation on investments, foreign currency and translation of other assets and liabilities		(508,702	)
TOTAL NET ASSETS	$	206,179,466
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R6 ($206,179,466/ 20,006,072 shares)	$	10.31

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

52

Statement of Operations - Blended Asset Extended Series

For the Period October 13, 2017¹ to October 31, 2017

INVESTMENT INCOME:
Interest	$	112,993
Dividends (net of foreign taxes withheld, $354)		3,623
Total Investment Income		116,616
EXPENSES:
Management fees (Note 3)		50,387
Fund accounting and administration fees (Note 3)		5,510
Chief Compliance Officer service fees (Note 3)		140
Audit fees		41,166
Custodian fees		3,346
Miscellaneous		8,922
Total Expenses		109,471
Less reduction of expenses (Note 3)		(54,045	)
Net Expenses		55,426
NET INVESTMENT INCOME		61,190
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized loss on-
Investments		(25,203	)
Foreign currency and translation of other assets and liabilities		563
		(24,640	)
Net change in unrealized appreciation (depreciation) on-
Investments		(508,535	)
Foreign currency and translation of other assets and liabilities		(167	)
		(508,702	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		(533,342	)
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	(472,152	)

¹Commencement of operations.

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

53

Statement of Changes in Net Assets - Blended Asset Extended Series

	FOR THE PERIOD 10/13/171 TO 10/31/17
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	61,190
Net realized loss on investments and foreign currency		(24,640	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		(508,702	)
Net decrease from operations		(472,152	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		206,651,618
Net increase in net assets		206,179,466
NET ASSETS:
Beginning of period		—
End of period (including undistributed net investment income of $61,856)	$	206,179,466

¹Commencement of operations.

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

54

Financial Highlights - Blended Asset Extended Series - Class R6

	FOR THE PERIOD
	10/13/171 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.33
Income (loss) from investment operations:
Net investment income (loss)2		0.00	3
Net realized and unrealized loss on investments		(0.02	)
Total from investment operations		(0.02	)
Net asset value - End of period	$	10.31
Net assets - End of period (000’s omitted)	$	206,179
Total return4		(0.19	%)
Ratios (to average net assets)/Supplemental Data:
Expenses5		0.55	%
Net investment income5		0.61	%
Series portfolio turnover		4	%
*The investment advisor did not impose all or a portion of its management and/or other fees during the period, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts5:
		0.54	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $0.01.

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.

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

55

Shareholder Expense Example - Blended Asset Maximum Series

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (October 13, 2017* to October 31, 2017).

Actual Expenses

The Actual lines of the table below provide information about actual account values and actual expenses. You may use the information in 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 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 such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING ACCOUNT VALUE                   10/13/17*	ENDING ACCOUNT VALUE                  10/31/17	EXPENSES PAID DURING PERIOD**                   10/13/17*-10/31/17
Actual	$1,000.00	$1,000.90	$0.27
Hypothetical
(5% return before expenses)	$1,000.00	$1,002.19	$0.27

*Commencement of operations.

**Expenses are equal to the Series’ annualized expense ratio (for the period October 13, 2017* to October 31, 2017) of 0.55%, multiplied by the average account value over the period, multiplied by 18/365 (to reflect the period since inception). The Series’ total return would have been lower had certain expenses not been waived during the period.

56

Portfolio Composition - Blended Asset Maximum Series

As of October 31, 2017 (unaudited)

Sector Allocation4
Information Technology	20.5	%
Health Care	19.1	%
Consumer Staples	10.6	%
Consumer Discretionary	9.3	%
Industrials	8.3	%
Materials	6.8	%
Financials	6.3	%
Real Estate	4.5	%
Energy	3.0	%
Telecommunication Services	1.7	%
Utilities	0.2	%
4Including common stocks and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings5
ServiceNow, Inc.	2.8	%
Facebook, Inc. - Class A	2.6	%
Medtronic plc	2.1	%
FedEx Corp.	1.7	%
The Priceline Group, Inc.	1.7	%
DaVita, Inc.	1.6	%
Skyworks Solutions, Inc.	1.4	%
The Charles Schwab Corp.	1.4	%
Campbell Soup Co.	1.4	%
Perrigo Co. plc	1.4	%
5As a percentage of total investments.

57

Investment Portfolio - October 31, 2017

BLENDED ASSET MAXIMUM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 86.0%
Consumer Discretionary - 8.7%
Diversified Consumer Services - 0.0%##
Fu Shou Yuan International Group Ltd. (China)1		44,000	$	30,931
Hotels, Restaurants & Leisure - 0.1%
Accor S.A. (France)1		1,695		84,560
Jollibee Foods Corp. (Philippines)1		9,515		45,947
				130,507
Household Durables - 0.0%##
Kaufman & Broad S.A. (France)1		670		29,606
Internet & Direct Marketing Retail - 3.0%
Amazon.com, Inc.*		1,670		1,845,818
Ctrip.com International Ltd. - ADR (China)*		950		45,494
The Priceline Group, Inc.*		1,355		2,590,706
				4,482,018
Leisure Products - 0.0%##
Trigano S.A. (France)1		195		31,468
Media - 0.4%
Quebecor, Inc. - Class B (Canada)		320		12,075
Shaw Communications, Inc. - Class B (Canada)		24,210		552,846
				564,921
Multiline Retail - 0.0%##
Lojas Renner S.A. (Brazil)		2,685		28,235
Specialty Retail - 3.3%
AutoZone, Inc.*		3,215		1,895,242
Dick’s Sporting Goods, Inc.		50,115		1,226,314
Industria de Diseno Textil S.A. (Spain)1		840		31,398
O’Reilly Automotive, Inc.*		8,876		1,872,392
				5,025,346
Textiles, Apparel & Luxury Goods - 1.9%
ANTA Sports Products Ltd. (China)1		10,000		44,729
lululemon athletica, Inc.*		22,610		1,390,741
NIKE, Inc. - Class B		25,210		1,386,298
				2,821,768
Total Consumer Discretionary				13,144,800
Consumer Staples - 10.3%
Beverages - 5.0%
Ambev S.A. - ADR (Brazil)		296,376		1,876,060
Anheuser-Busch InBev S.A./N.V. (Belgium)1		16,691		2,046,670
The Coca-Cola Co.		30,883		1,420,000
Diageo plc (United Kingdom)1		60,580		2,068,728
Treasury Wine Estates Ltd. (Australia)1		5,245		62,961
				7,474,419
Food & Staples Retailing - 0.7%
Puregold Price Club, Inc. (Philippines)1		46,265		45,705
Raia Drogasil S.A. (Brazil)		1,900		45,721
Robinsons Retail Holdings, Inc. (Philippines)1		25,535		47,979
Sprouts Farmers Market, Inc.*		53,395		987,274
				1,126,679
Food Products - 2.4%
Campbell Soup Co.		44,285		2,097,780
Danone S.A. (France)1		710		58,029
Kerry Group plc - Class A (Ireland)1		620		62,442
M Dias Branco S.A. (Brazil)		1,900		28,100
Nestle S.A. (Switzerland)1		15,908		1,338,476
				3,584,827
Personal Products - 2.2%
Beiersdorf AG (Germany)1		12,594		1,416,706
Unilever plc - ADR (United Kingdom)		32,845		1,860,669
				3,277,375
Tobacco - 0.0%##
Japan Tobacco, Inc. (Japan)1		2,200		72,820
Total Consumer Staples				15,536,120
Energy - 2.4%
Energy Equipment & Services - 2.3%
Diamond Offshore Drilling, Inc.*		33,495		560,371
Oceaneering International, Inc.		20,420		412,892
Schlumberger Ltd.		31,035		1,986,240
Transocean Ltd.*		46,503		488,282
				3,447,785
Oil, Gas & Consumable Fuels - 0.1%
Cameco Corp. (Canada)		2,640		21,490
Galp Energia SGPS S.A. (Portugal)1		2,495		46,387
Royal Dutch Shell plc - Class B - ADR (Netherlands)		720		47,059
YPF S.A. - ADR (Argentina)		1,550		38,068
				153,004
Total Energy				3,600,789

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

58

Investment Portfolio - October 31, 2017

BLENDED ASSET MAXIMUM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials - 5.2%
Banks - 1.6%
Banco Macro S.A. - ADR (Argentina)		325	$	40,924
Bankia S.A. (Spain)1		140,166		668,907
Banque Cantonale Vaudoise (Switzerland)1		40		28,768
BNP Paribas S.A. (France)1		755		58,927
BPER Banca (Italy)1		6,075		29,570
CaixaBank S.A. (Spain)1		227,650		1,065,036
Credit Agricole S.A. (France)1		2,560		44,680
Danske Bank A/S (Denmark)1		1,165		44,460
Erste Group Bank AG (Austria)1		695		29,833
Eurobank Ergasias S.A. (Greece)*1		40,975		33,470
FinecoBank Banca Fineco S.p.A. (Italy)1		5,190		48,542
Grupo Financiero Galicia S.A. - ADR (Argentina)		640		35,136
Grupo Supervielle S.A. - ADR (Argentina)		1,150		30,831
Itau Unibanco Holding S.A. (Brazil)		2,200		28,387
Jyske Bank A/S (Denmark)1		535		30,232
KBC Group N.V. (Belgium)1		535		44,442
Skandinaviska Enskilda Banken A.B. - Class A (Sweden)1		2,425		29,885
Svenska Handelsbanken A.B. - Class A (Sweden)1		2,085		29,883
Swedbank A.B. - Class A (Sweden)1		1,220		30,278
Sydbank A/S (Denmark)1		770		30,060
				2,382,251
Capital Markets - 3.6%
Amundi S.A. (France)1,2		555		47,037
Banca Generali S.p.A. (Italy)1		1,360		44,745
BlackRock, Inc.		3,088		1,453,923
The Charles Schwab Corp.		47,069		2,110,574
E*TRADE Financial Corp.*		35,805		1,560,740
EFG International AG (Switzerland)1		5,055		46,259
Euronext N.V. (Netherlands)1,2		990		58,797
Julius Baer Group Ltd. (Switzerland)1		520		30,757
Natixis S.A. (France)1		7,570		59,365
				5,412,197
Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)1		730		30,352
Total Financials				7,824,800
Health Care - 18.9%
Biotechnology - 5.7%
Biogen, Inc.*		3,887		1,211,422
BioMarin Pharmaceutical, Inc.*		23,165		1,901,615
Incyte Corp.*		11,050		1,251,412
Regeneron Pharmaceuticals, Inc.*		3,865		1,556,126
Seattle Genetics, Inc.*		24,663		1,512,089
Vertex Pharmaceuticals, Inc.*		7,873		1,151,269
				8,583,933
Health Care Equipment & Supplies - 2.9%
Intuitive Surgical, Inc.*		2,774		1,041,249
Medtronic plc		39,730		3,199,060
Osstem Implant Co. Ltd. (South Korea)*1		770		49,476
				4,289,785
Health Care Providers & Services - 3.5%
DaVita, Inc.*		40,590		2,465,438
Express Scripts Holding Co.*		11,375		697,174
Fleury S.A. (Brazil)		4,800		42,141
Fresenius Medical Care AG & Co. KGaA (Germany)1		21,403		2,072,280
Orpea (France)1		505		60,503
				5,337,536
Health Care Technology - 0.4%
Cerner Corp.*		9,265		625,573
Life Sciences Tools & Services - 1.6%
QIAGEN N.V		46,574		1,576,996
QIAGEN N.V.1		1,285		43,596
Tecan Group AG (Switzerland)1		150		31,726
Thermo Fisher Scientific, Inc.		3,857		747,602
				2,399,920
Pharmaceuticals - 4.8%
Bristol-Myers Squibb Co.		19,197		1,183,687
Hypermarcas S.A. (Brazil)		4,300		45,099
Johnson & Johnson		13,330		1,858,335
Kalbe Farma Tbk PT (Indonesia)1		372,700		43,968
Novartis AG - ADR (Switzerland)		24,324		2,008,676
Perrigo Co. plc		25,675		2,079,418
				7,219,183
Total Health Care				28,455,930
Industrials - 8.0%
Aerospace & Defense - 1.4%
Arconic, Inc.		81,409		2,044,994
LIG Nex1 Co. Ltd. (South Korea)1		690		44,282
Thales S.A. (France)1		715		74,513

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

59

Investment Portfolio - October 31, 2017

BLENDED ASSET MAXIMUM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Aerospace & Defense (continued)
Ultra Electronics Holdings plc (United Kingdom)1		1,285	$	31,116
				2,194,905
Air Freight & Logistics - 2.5%
C.H. Robinson Worldwide, Inc.		14,068		1,104,760
FedEx Corp.		11,610		2,621,654
				3,726,414
Airlines - 0.1%
Azul S.A. - ADR (Brazil)*		1,115		28,198
Ryanair Holdings plc - ADR (Ireland)*		775		86,885
				115,083
Building Products - 0.1%
Cie de Saint-Gobain (France)1		1,015		59,512
Geberit AG (Switzerland)1		65		29,429
				88,941
Commercial Services & Supplies - 0.1%
China Everbright International Ltd. (China)1		31,000		43,737
Elis S.A. (France)1		1,720		44,844
SPIE S.A. (France)1		2,320		61,042
				149,623
Construction & Engineering - 1.0%
Eiffage S.A. (France)1		720		75,208
Vinci S.A. (France)1		14,914		1,461,239
				1,536,447
Electrical Equipment - 0.0%##
Legrand S.A. (France)1		630		46,753
Industrial Conglomerates - 0.1%
Siemens AG (Germany)1		890		127,833
Machinery - 0.2%
FANUC Corp. (Japan)1		200		46,765
Jungheinrich AG (Germany)1		1,020		46,453
KION Group AG (Germany)1		780		62,500
Metso OYJ (Finland)1		1,195		43,400
The Weir Group plc (United Kingdom)1		3,285		85,162
				284,280
Professional Services - 1.7%
Applus Services S.A. (Spain)1		6,175		86,349
Equifax, Inc.		8,971		973,623
Intertek Group plc (United Kingdom)1		890		64,116
Nielsen Holdings plc		35,445		1,313,946
Randstad Holding N.V. (Netherlands)1		745		45,834
RELX plc (United Kingdom)1		1,370		31,525
SGS S.A. (Switzerland)1		25		61,739
				2,577,132
Road & Rail - 0.6%
Genesee & Wyoming, Inc. - Class A*		13,075		938,523
Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)1		1,825		47,011
Brenntag AG (Germany)1		1,280		72,622
Howden Joinery Group plc (United Kingdom)1		4,540		24,724
				144,357
Transportation Infrastructure - 0.1%
Aena SME S.A. (Spain)1,2		890		163,292
Grupo Aeroportuario del Centro
Norte S.A.B. de C.V. (Mexico)		2,300		11,619
Grupo Aeroportuario del Pacifico
S.A.B. de C.V. - ADR (Mexico)		125		11,865
				186,776
Total Industrials				12,117,067
Information Technology - 20.2%
Electronic Equipment, Instruments & Components - 0.2%
Halma plc (United Kingdom)1		2,970		46,602
Hexagon A.B. - Class B (Sweden)1		620		31,791
Hitachi Ltd. (Japan)1		10,000		79,634
Hollysys Automation Technologies Ltd. (China)		1,335		29,971
Keyence Corp. (Japan)1		200		111,045
				299,043
Internet Software & Services - 5.3%
Alibaba Group Holding Ltd. - ADR (China)*		705		130,347
Alphabet, Inc. - Class A*		1,184		1,223,118
Alphabet, Inc. - Class C*		1,211		1,231,151
China Literature Ltd. - Rights
(Expires 11/03/2017) (Hong Kong)*3		24		—
Facebook, Inc. - Class A*		21,400		3,853,284
NetEase, Inc. - ADR (China)		85		23,963

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

60

Investment Portfolio - October 31, 2017

BLENDED ASSET MAXIMUM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Internet Software & Services (continued)
Tencent Holdings Ltd. - Class H (China)1		32,995	$	1,482,964
				7,944,827
IT Services - 3.7%
Altran Technologies S.A. (France)1		3,225		59,646
Amdocs Ltd.		21,410		1,393,791
InterXion Holding N.V. - ADR (Netherlands)*		485		25,894
MasterCard, Inc. - Class A		13,502		2,008,693
Sopra Steria Group (France)1		325		60,970
Visa, Inc. - Class A		18,362		2,019,453
				5,568,447
Semiconductors & Semiconductor Equipment - 3.2%
Qorvo, Inc.*		21,690		1,644,319
Skyworks Solutions, Inc.		18,617		2,119,732
Texas Instruments, Inc.		10,460		1,011,377
				4,775,428
Software - 7.8%
Adobe Systems, Inc.*		11,766		2,060,933
Atlassian Corp. plc - Class A (Australia)*		28,275		1,367,662
CDK Global, Inc.		15,278		971,070
Dassault Systemes S.E. (France)1		595		63,163
Electronic Arts, Inc.*		13,475		1,611,607
Microsoft Corp.		17,731		1,474,865
ServiceNow, Inc.*		32,705		4,132,931
Sophos Group plc (United Kingdom)1,2		3,935		32,448
Temenos Group AG (Switzerland)1		415		47,921
				11,762,600
Total Information Technology				30,350,345
Materials - 6.4%
Chemicals - 3.0%
Akzo Nobel N.V. (Netherlands)1		21,475		1,938,782
Ashland Global Holdings, Inc.		14,872		1,010,999
CF Industries Holdings, Inc.		35,380		1,343,732
Croda International plc (United Kingdom)1		895		49,739
Mexichem, S.A.B. de C.V. (Mexico)		9,200		23,696
Solvay S.A. (Belgium)1		455		67,594
				4,434,542
Wienerberger AG (Austria)1		1,815		46,568
Containers & Packaging - 1.3%
Ball Corp.		23,248		998,036
Sealed Air Corp.		21,567		953,908
				1,951,944
Metals & Mining - 2.1%
Antofagasta plc (Chile)1		29,497		373,832
First Quantum Minerals Ltd. (Zambia)		33,416		373,765
Freeport-McMoRan, Inc.*		79,016		1,104,644
Grupo Mexico, S.A.B. de C.V. - Series B (Mexico)		17,900		58,214
Lundin Mining Corp. (Canada)		52,304		398,939
Southern Copper Corp. (Peru)		19,059		818,584
				3,127,978
Total Materials				9,561,032
Real Estate - 4.4%
Equity Real Estate Investment Trusts (REITS) - 4.3%
Acadia Realty Trust		350		9,852
Agree Realty Corp.		155		7,330
Alexandria Real Estate Equities, Inc.		320		39,667
American Campus Communities, Inc.		365		15,177
American Homes 4 Rent - Class A		1,320		28,090
American Tower Corp.		11,995		1,723,322
Apartment Investment & Management Co. - Class A		745		32,765
AvalonBay Communities, Inc.		220		39,893
Axiare Patrimonio SOCIMI S.A. (Spain)1		595		11,159
Bluerock Residential Growth REIT, Inc.		695		7,847
Boston Properties, Inc.		160		19,389
Brandywine Realty Trust		895		15,654
Brixmor Property Group, Inc.		515		8,997
Camden Property Trust		185		16,879
CatchMark Timber Trust, Inc. - Class A		1,360		17,408
Cedar Realty Trust, Inc.		2,675		14,552
Chesapeake Lodging Trust		610		17,019
Colony NorthStar, Inc. - Class A		2,080		25,542
Columbia Property Trust, Inc.		540		11,923
Community Healthcare Trust, Inc.		1,710		46,905
CoreCivic, Inc.		1,215		29,963
Cousins Properties, Inc.		2,700		24,354
Crown Castle International Corp.		200		21,416
CubeSmart		1,210		32,936
DDR Corp.		920		7,056

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

61

Investment Portfolio - October 31, 2017

BLENDED ASSET MAXIMUM SERIES	SHARES/ PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
COMMON STOCKS (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Digital Realty Trust, Inc.		300	$	35,532
Douglas Emmett, Inc.		430		17,110
Education Realty Trust, Inc.		225		7,852
EPR Properties		110		7,610
Equinix, Inc.		170		78,795
Equity Commonwealth*		530		15,926
Equity LifeStyle Properties, Inc.		175		15,484
Equity Residential		440		29,594
Essex Property Trust, Inc.		30		7,873
Extra Space Storage, Inc.		295		24,069
Forest City Realty Trust, Inc. - Class A		680		16,748
Getty Realty Corp.		430		12,216
GGP, Inc.		730		14,206
Global Medical REIT, Inc.		1,990		16,835
HCP, Inc.		605		15,633
Healthcare Trust of America, Inc. - Class A		605		18,180
Hibernia REIT plc (Ireland)1		7,860		13,505
Host Hotels & Resorts, Inc.		745		14,572
Independence Realty Trust, Inc.		1,150		11,672
Invitation Homes, Inc.		570		12,865
Lamar Advertising Co. - Class A		200		14,088
LaSalle Hotel Properties		360		10,156
Life Storage, Inc.		200		16,164
The Macerich Co.		130		7,098
Mid-America Apartment Communities, Inc.		265		27,123
National Retail Properties, Inc.		395		15,871
Outfront Media, Inc.		575		13,484
Physicians Realty Trust		1,595		27,721
Prologis, Inc.		800		51,664
Public Storage		125		25,906
Regency Centers Corp.		265		16,311
Retail Opportunity Investments Corp.		555		9,979
Rexford Industrial Realty, Inc.		690		20,486
SBA Communications Corp.*		10,911		1,714,991
Simon Property Group, Inc.		410		63,685
STAG Industrial, Inc.		870		23,751
Starwood Waypoint Homes		350		12,708
STORE Capital Corp.		615		15,184
Sun Communities, Inc.		170		15,344
Sunstone Hotel Investors, Inc.		940		15,341
Terreno Realty Corp.		555		20,380
UDR, Inc.		555		21,528
Unibail-Rodamco S.E. (France)1		160		40,049
Urban Edge Properties		1,045		24,516
Ventas, Inc.		505		31,689
VEREIT, Inc.		1,920		15,149
Vornado Realty Trust		410		30,693
Welltower, Inc.		425		28,458
Weyerhaeuser Co.		44,245		1,588,838
				6,529,727
Real Estate Management & Development - 0.1%
Aliansce Shopping Centers S.A. (Brazil)*		5,400		28,855
Iguatemi Empresa de Shopping Centers S.A. (Brazil)		2,400		28,202
Nexity S.A. (France)1		755		46,404
				103,461
Total Real Estate				6,633,188
Telecommunication Services - 1.4%
Diversified Telecommunication Services - 1.4%
Iliad S.A. (France)1		240		59,909
Zayo Group Holdings, Inc.*		56,471		2,036,344
Total Telecommunication Services				2,096,253
Utilities - 0.1%
Electric Utilities - 0.0%##
Pampa Energia S.A. - ADR (Argentina)*		915		62,064
Independent Power and Renewable Electricity Producers - 0.1%
China Longyuan Power Group Corp. Ltd. - Class H (China)1		57,000		42,271
Huaneng Renewables Corp. Ltd. - Class H (China)1		130,000		44,708
				86,979
Total Utilities				149,043
TOTAL COMMON STOCKS
(Identified Cost $129,355,945)				129,469,367
CORPORATE BONDS - 3.9%
Non-Convertible Corporate Bonds - 3.9%
Consumer Discretionary - 0.5%
Auto Components - 0.1%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		80,000		85,598
Household Durables - 0.2%
Century Communities, Inc.2, 5.875%, 7/15/2025		26,000		26,260

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

62

Investment Portfolio - October 31, 2017

BLENDED ASSET MAXIMUM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Household Durables (continued)
Meritage Homes Corp., 5.125%, 6/6/2027		20,000	$	20,225
NVR, Inc., 3.95%, 9/15/2022		83,000		87,188
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		28,000		28,735
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		16,000		17,320
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		24,000		23,520
Weekley Homes LLC - Weekley Finance Corp.2, 6.625%, 8/15/2025		26,000		25,285
				228,533
Internet & Direct Marketing Retail - 0.1%
Amazon.com, Inc.2, 3.15%, 8/22/2027		60,000		60,359
The Priceline Group, Inc., 3.60%, 6/1/2026		130,000		132,874
				193,233
Media - 0.1%
Charter Communications Operating
LLC - Charter Communications
Operating Capital Corp., 4.464%, 7/23/2022		10,000		10,561
Comcast Corp., 4.40%, 8/15/2035		55,000		59,559
CSC Holdings, LLC, 5.25%, 6/1/2024		33,000		32,856
Discovery Communications LLC, 3.95%, 3/20/2028		100,000		99,181
DISH DBS Corp., 5.875%, 7/15/2022		10,000		10,056
				212,213
Multiline Retail - 0.0%##
Dollar General Corp., 3.25%, 4/15/2023		67,000		68,750
Total Consumer Discretionary				788,327
Consumer Staples - 0.2%
Beverages - 0.1%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		80,000		126,417
PepsiCo, Inc., 3.10%, 7/17/2022		60,000		62,030
				188,447
Food & Staples Retailing - 0.1%
C&S Group Enterprises LLC2, 5.375%, 7/15/2022		38,000		36,860
CVS Health Corp., 3.50%, 7/20/2022		89,000		91,740
				128,600
Total Consumer Staples				317,047
Energy - 0.6%
McDermott International, Inc.2, 8.00%, 5/1/2021		39,000		40,267
Trinidad Drilling Ltd. (Canada)2, 6.625%, 2/15/2025		28,000		27,230
				67,497
Oil, Gas & Consumable Fuels - 0.6%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		111,000		115,398
Cheniere Energy Partners LP2, 5.25%, 10/1/2025		24,000		24,720
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		63,000		67,520
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		28,000		28,000
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		58,000		58,758
Enviva Partners LP - Enviva Partners Finance Corp., 8.50%, 11/1/2021		24,000		25,740
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		26,000		27,430
Global Ship Lease, Inc. (United Kingdom)2, 9.875%, 11/15/2022		30,000		30,600
Hilcorp Energy I LP - Hilcorp Finance Co.2, 5.75%, 10/1/2025		39,000		39,926
Jonah Energy LLC - Jonah Energy Finance Corp.2, 7.25%, 10/15/2025		24,000		24,000
Kinder Morgan Energy Partners LP, 4.30%, 5/1/2024		111,000		116,464
PBF Holding Co. LLC - PBF Finance Corp.2, 7.25%, 6/15/2025		21,000		21,709
Petroleos Mexicanos (Mexico), 6.875%, 8/4/2026		60,000		67,410
Rockies Express Pipeline, LLC2, 5.625%, 4/15/2020		34,000		36,040
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		60,000		67,880
SemGroup Corp.2, 6.375%, 3/15/2025		26,000		25,610

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

63

Investment Portfolio - October 31, 2017

BLENDED ASSET MAXIMUM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Seven Generations Energy Ltd. (Canada)2, 5.375%, 9/30/2025		18,000	$	18,180
Southwestern Energy Co., 6.70%, 1/23/2025		21,000		21,472
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.2, 5.50%, 9/15/2024		36,000		37,215
				854,072
Total Energy				921,569
Financials - 1.1%
Banks - 0.5%
Bank of America Corp., 4.00%, 1/22/2025		89,000		92,177
Barclays Bank plc (United Kingdom)2, 10.179%, 6/12/2021		80,000		98,792
Citigroup, Inc., 3.875%, 3/26/2025		130,000		133,393
JPMorgan Chase & Co.5, (3 mo. LIBOR US + 0.935%), 2.776%, 4/25/2023		130,000		130,461
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		200,000		210,929
Popular, Inc., 7.00%, 7/1/2019		55,000		56,238
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023		8,000		8,908
				730,898
Capital Markets - 0.2%
The Goldman Sachs Group, Inc., 4.25%, 10/21/2025		67,000		69,902
Morgan Stanley6, (3 mo. LIBOR US + 1.220%), 2.617%, 5/8/2024		100,000		101,678
Morgan Stanley, 5.00%, 11/24/2025		89,000		97,082
				268,662
Consumer Finance - 0.0%##
Ally Financial, Inc., 3.50%, 1/27/2019		12,000		12,146
Navient Corp., 6.125%, 3/25/2024		18,000		18,472
SLM Corp., 5.125%, 4/5/2022		22,000		22,798
				53,416
Diversified Financial Services - 0.2%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021		154,000		163,547
E*TRADE Financial Corp., 2.95%, 8/24/2022		70,000		70,033
LPL Holdings, Inc.2, 5.75%, 9/15/2025		19,000		19,760
				253,340
Insurance - 0.2%
American International Group, Inc., 4.125%, 2/15/2024		89,000		94,664
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		150,000		161,950
Prudential Financial, Inc.5, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		60,000		66,300
				322,914
Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.2, 5.875%, 8/1/2021		46,000		47,495
Total Financials				1,676,725
Health Care - 0.1%
Biotechnology - 0.1%
AMAG Pharmaceuticals, Inc.2, 7.875%, 9/1/2023		19,000		19,332
Express Scripts Holding Co., 3.50%, 6/15/2024		100,000		101,185
				120,517
Health Care Equipment & Supplies - 0.0%##
Hill-Rom Holdings, Inc.2, 5.00%, 2/15/2025		19,000		19,427
Health Care Providers & Services - 0.0%##
DaVita, Inc., 5.00%, 5/1/2025		26,000		25,610
Fresenius Medical Care US Finance II, Inc. (Germany)2, 6.50%, 9/15/2018		12,000		12,464
HCA Healthcare, Inc., 6.25%, 2/15/2021		8,000		8,610
HCA, Inc., 3.75%, 3/15/2019		8,000		8,120
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.2, 6.625%, 5/15/2022		10,000		10,012
Tenet Healthcare Corp., 6.75%, 2/1/2020		8,000		8,140
				72,956
Total Health Care				212,900

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

64

Investment Portfolio - October 31, 2017

BLENDED ASSET MAXIMUM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials - 0.2%
Air Freight & Logistics - 0.0%##
Park Aerospace Holdings Ltd. (Ireland)2, 4.50%, 3/15/2023		14,000	$	14,018
Airlines - 0.1%
Allegiant Travel Co., 5.50%, 7/15/2019		18,000		18,585
American Airlines Group, Inc.2, 5.50%, 10/1/2019		19,000		19,760
				38,345
Building Products - 0.0%##
Airxcel, Inc.2, 8.50%, 2/15/2022		28,000		29,680
Tutor Perini Corp.2, 6.875%, 5/1/2025		28,000		30,205
Industrial Conglomerates - 0.1%
General Electric Co.6, (3 mo. LIBOR
US + 0.380%), 1.771%, 5/5/2026		128,000		123,979
Xerium Technologies, Inc., 9.50%, 8/15/2021		21,000		21,571
International Lease Finance Corp., 6.25%, 5/15/2019		20,000		21,208
Total Industrials				279,006
Information Technology - 0.3%
Internet Software & Services - 0.1%
Activision Blizzard, Inc., 3.40%, 6/15/2027		115,000		115,214
IT Services - 0.1%
Visa, Inc., 2.80%, 12/14/2022		100,000		101,881
Semiconductors & Semiconductor Equipment - 0.1%
Applied Materials, Inc., 3.30%, 4/1/2027		130,000		132,956
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		28,000		26,880
				159,836
Total Information Technology				376,931
Materials - 0.4%
Kissner Holdings LP - Kissner Milling
Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)2, 8.375%, 12/1/2022		24,000		24,240
NOVA Chemicals Corp. (Canada)2, 4.875%, 6/1/2024		21,000		21,394
				45,634
Metals & Mining - 0.3%
Anglo American Capital plc (United Kingdom)2, 4.00%, 9/11/2027		200,000		200,200
Corp Nacional del Cobre de Chile (Chile)2, 3.625%, 8/1/2027		200,000		201,178
Southern Copper Corp. (Peru), 3.875%, 4/23/2025		63,000		65,384
Techniplas LLC2, 10.00%, 5/1/2020		28,000		22,400
				489,162
Paper & Forest Products - 0.1%
Domtar Corp., 4.40%, 4/1/2022		50,000		52,588
Total Materials				587,384
Real Estate - 0.1%
Equity Real Estate Investment Trusts (REITS) - 0.1%
American Tower Corp., 3.30%, 2/15/2021		130,000		133,384
iStar, Inc., 5.25%, 9/15/2022		20,000		20,500
Total Real Estate				153,884
Telecommunication Services - 0.3%
Diversified Telecommunication Services - 0.3%
AT&T, Inc., 3.90%, 8/14/2027.		130,000		129,480
CenturyLink, Inc., 7.50%, 4/1/2024		19,000		20,187
Frontier Communications Corp., 11.00%, 9/15/2025		29,000		24,614
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		39,000		39,881
Inmarsat Finance plc (United Kingdom)2, 4.875%, 5/15/2022		102,000		104,060
Sprint Communications, Inc.2, 9.00%, 11/15/2018		8,000		8,490
Sprint Communications, Inc., 7.00%, 8/15/2020		8,000		8,618
Verizon Communications, Inc., 4.125%, 3/16/2027		120,000		125,224
Total Telecommunication Services				460,554
Utilities - 0.1%
Independent Power and Renewable Electricity Producers - 0.1%
American Water Capital Corp., 2.95%, 9/1/2027		130,000		129,400
TOTAL CORPORATE BONDS
(Identified Cost $5,911,803)				5,903,727

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

65

Investment Portfolio - October 31, 2017

BLENDED ASSET MAXIMUM SERIES	SHARES/ PRINCIPAL AMOUNT4		VALUE (NOTE 2)
MUTUAL FUNDS - 0.1%
Global X MSCI Greece ETF		4,975	$	46,118
iShares MSCI Eurozone ETF		2,795		122,505
TOTAL MUTUAL FUNDS
(Identified Cost $168,288)				168,623
U.S. TREASURY SECURITIES - 6.4%
U.S. Treasury Bonds - 1.5%
U.S. Treasury Bond, 6.25%, 5/15/2030		557,000		786,959
U.S. Treasury Bond, 4.75%, 2/15/2037		904,000		1,195,469
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		393,552		380,804
Total U.S. Treasury Bonds
(Identified Cost $2,386,631)				2,363,232
U.S. Treasury Notes - 4.9%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		376,383		377,704
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		381,645		380,025
U.S. Treasury Note, 1.25%, 7/31/2023		5,388,000		5,136,069
U.S. Treasury Note, 2.375%, 5/15/2027		1,444,000		1,444,677
Total U.S. Treasury Notes
(Identified Cost $7,369,463)				7,338,475
TOTAL U.S. TREASURY SECURITIES (Identified Cost $9,756,094)				9,701,707
SHORT-TERM INVESTMENT - 3.1%
Dreyfus Government Cash Management7, 0.93%, (Identified Cost $4,636,169)		4,636,169		4,636,169
TOTAL INVESTMENTS - 99.5%
(Identified Cost $149,828,299)				149,879,593
OTHER ASSETS, LESS LIABILITIES - 0.5%				699,714
NET ASSETS - 100%			$	150,579,307

ADR - American Depositary Receipt

ETF - Exchange-traded fund

*Non-income producing security.

##Less than 0.1%.

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

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $1,678,742 or 1.1%, of the Series’ net assets as of October 31, 2017 (see Note 2 to the Financial statements).

³Security has been valued at fair value as determined in good faith by the Advisor and is classified as Level 3 in the fair value hierarchy.

⁴Amount is stated in USD unless otherwise noted.

⁵Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of October 31, 2017.

⁶Floating rate security. Rate shown is the rate in effect as of October 31, 2017.

⁷Rate shown is the current yield as of October 31, 2017.

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

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

66

Statement of Assets and Liabilities - Blended Asset Maximum Series

October 31, 2017

ASSETS:
Investments, at value (identified cost $149,828,299) (Note 2)	$	149,879,593
Cash		77,096
Receivable from investment advisor (Note 3)		11,558
Receivable for securities sold		2,238,881
Receivable for fund shares sold		238,024
Interest receivable		128,479
Dividends receivable		28,030
Foreign tax reclaims receivable		1,395
TOTAL ASSETS		152,603,056
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		3,570
Accrued Chief Compliance Officer service fees (Note 3)		140
Payable for securities purchased		1,949,948
Audit fees payable		36,459
Payable for fund shares repurchased		21,999
Other payables and accrued expenses		11,633
TOTAL LIABILITIES		2,023,749
TOTAL NET ASSETS	$	150,579,307
NET ASSETS CONSIST OF:
Capital stock	$	129,830
Additional paid-in-capital		150,337,261
Undistributed net investment income		8,026
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		53,106
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		51,084
TOTAL NET ASSETS	$	150,579,307
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R6 ($150,579,307/12,982,981 shares)	$	11.60

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

67

Statement of Operations - Blended Asset Maximum Series

For the Period October 13, 2017¹ to October 31, 2017

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $4,998)	$	28,953
Interest		18,999
Total Investment Income		47,952
EXPENSES:
Management fees (Note 3)		36,586
Fund accounting and administration fees (Note 3)		3,570
Chief Compliance Officer service fees (Note 3)		140
Audit fees		36,459
Custodian fees		2,679
Miscellaneous		8,954
Total Expenses		88,388
Less reduction of expenses (Note 3)		(48,144	)
Net Expenses		40,244
NET INVESTMENT INCOME		7,708
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on- Investments		53,106
Foreign currency and translation of other assets and liabilities		318
		53,424
Net change in unrealized appreciation (depreciation) on-
Investments		51,294
Foreign currency and translation of other assets and liabilities		(210	)
		51,084
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		104,508
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	112,216

¹Commencement of operations.

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

68

Statement of Changes in Net Assets - Blended Asset Maximum Series

	FOR THE PERIOD 10/13/171 TO 10/31/17
INCREASE IN NET ASSETS:
OPERATIONS:
Net investment income	$	7,708
Net realized gain on investments and foreign currency		53,424
Net change in unrealized appreciation (depreciation) on investments and foreign currency		51,084
Net increase from operations		112,216
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		150,467,091
Net increase in net assets		150,579,307
NET ASSETS:
Beginning of period		—
End of period (including undistributed net investment income of $8,026)	$	150,579,307

¹Commencement of operations.

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

69

Financial Highlights - Blended Asset Maximum Series - Class R6

	FOR THE PERIOD 10/13/171 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	11.59
Income (loss) from investment operations:
Net investment loss2		(0.00	)3
Net realized and unrealized gain on investments		0.01
Total from investment operations		0.01
Net asset value - End of period	$	11.60
Net assets - End of period (000’s omitted)	$	150,579
Total return4		0.09	%
Ratios (to average net assets)/Supplemental Data:
Expenses5		0.55	%
Net investment income (loss)5		0.11	%
Series portfolio turnover		4	%
*The investment advisor did not impose all or a portion of its management and/or other fees during the period, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts5:
		0.66	%

¹Commencement of operations.

²Calculated based on average shares outstanding during the period.

³Less than $(0.01).

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.

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

70

Notes to Financial Statements

1. Organization

Blended Asset Conservative Series, Blended Asset Moderate Series, Blended Asset Extended Series and Blended Asset Maximum Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

The Series are asset allocation funds. Each invests in a combination of stocks, bonds and cash and is managed according to specific objectives. The objectives are as follows: Blended Asset Conservative Series - primary objective is to provide current income and its secondary objectives are to provide preservation of capital and long-term growth of capital; secondary objective is to provide income and long-term growth of capital. Blended Asset Moderate Series - equal emphasis on long-term growth of capital and preservation of capital. Blended Asset Extended Series - primary objective is long-term growth of capital; secondary objective is preservation of capital. Blended Asset Maximum Series - primary objective is long-term growth of capital.

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). The Series are offered exclusively to other funds managed by the Advisor. 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, 2017, 10.6 billion shares have been designated in total among 39 series, of which 100 million have been designated in each of the Series for Class R6 common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

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

71

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

	BLENDED ASSET CONSERVATIVE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	2,317,635	$	2,317,635	$	—	$	—
Consumer Staples		2,572,486		1,591,901		980,585		—
Energy		1,663,706		1,626,919		36,787		—
Financials		1,815,431		1,815,431		—		—
Health Care		6,489,155		6,323,424		165,731		—
Industrials		3,272,664		3,272,664		—		—
Information Technology		7,088,266		6,755,672		332,594		—	*
Materials		1,831,227		1,751,904		79,323		—
Real Estate		2,736,852		2,687,432		49,420		—
Telecommunication Services		457,913		457,913		—		—
Utilities		118,455		118,455		—		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		31,634,739		—		31,634,739		—
Corporate debt:
Consumer Discretionary		2,649,082		—		2,649,082		—
Consumer Staples		1,255,605		—		1,255,605		—
Energy		2,934,875		—		2,934,875		—
Financials		6,883,463		—		6,883,463		—

72

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	BLENDED ASSET CONSERVATIVE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Health Care	$	547,945	$	—	$	547,945	$	—
Industrials		206,289		—		206,289		—
Information Technology		1,420,442		—		1,420,442		—
Materials		1,703,878		—		1,703,878		—
Real Estate		663,072		—		663,072		—
Telecommunication Services		1,248,589		—		1,248,589		—
Utilities		537,509		—		537,509		—
Asset-backed securities		2,080,315		—		2,080,315		—
Commercial mortgage-backed securities		9,007,556		—		9,007,556		—
Foreign government bonds		2,721,998		—		2,721,998		—
Mutual funds		6,354,388		6,354,388		—		—
Total assets	$	102,213,535	$	35,073,738	$	67,139,797	$	—
	BLENDED ASSET MODERATE SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	3,366,651	$	3,186,070	$	180,581	$	—
Consumer Staples		3,366,324		1,492,109		1,874,215		—
Energy		1,737,007		1,707,446		29,561		—
Financials		1,164,519		591,159		573,360		—
Health Care		9,714,112		9,527,793		186,319		—
Industrials		4,365,837		3,364,134		1,001,703		—
Information Technology		11,681,499		10,624,984		1,056,515		—	*
Materials		2,593,461		2,276,113		317,348		—
Real Estate		2,555,004		2,461,946		93,058		—
Telecommunication Services		769,625		737,175		32,450		—
Utilities		94,578		39,681		54,897		—
Debt securities:
U.S. Treasury and other U.S. Government agencies		35,656,724		—		35,656,724		—
Corporate debt:
Consumer Discretionary		2,622,706		—		2,622,706		—
Consumer Staples		1,136,628		—		1,136,628		—
Energy		2,809,839		—		2,809,839		—
Financials		6,629,986		—		6,629,986		—
Health Care		506,538		—		506,538		—
Industrials		243,041		—		243,041		—
Information Technology		854,593		—		854,593		—
Materials		1,648,008		—		1,648,008		—
Real Estate		607,752		—		607,752		—
Telecommunication Services		1,212,888		—		1,212,888		—
Utilities		507,648		—		507,648		—
Asset-backed securities		3,852,234		—		3,852,234		—
Commercial mortgage-backed securities		7,819,642		—		7,819,642		—
Foreign government bonds		2,337,209		—		2,337,209		—
Mutual funds		6,029,304		6,029,304		—		—
Total assets	$	115,883,357	$	42,037,914	$	73,845,443	$	—

73

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	BLENDED ASSET EXTENDED SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	7,849,689	$	7,411,543	$	438,146	$	—
Consumer Staples		8,020,215		3,530,632		4,489,583		—
Energy		3,962,261		3,891,890		70,371		—
Financials		2,751,740		1,380,095		1,371,645		—
Health Care		23,057,967		22,611,946		446,021		—
Industrials		10,170,638		7,770,254		2,400,384		—
Information Technology		27,827,853		25,293,064		2,534,789		—	*
Materials		6,144,301		5,358,974		785,327		—
Real Estate		5,412,898		5,209,235		203,663		—
Telecommunication Services		1,857,606		1,781,472		76,134		—
Utilities		227,234		94,623		132,611		—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		56,845,480		—		56,845,480		—
Corporate debt:
Consumer Discretionary		3,587,202		—		3,587,202		—
Consumer Staples		1,546,119		—		1,546,119		—
Energy		4,219,468		—		4,219,468		—
Financials		8,718,115		—		8,718,115		—
Health Care		814,620		—		814,620		—
Industrials		1,026,752		—		1,026,752		—
Information Technology		1,812,433		—		1,812,433		—
Materials		2,282,307		—		2,282,307		—
Real Estate		828,444		—		828,444		—
Telecommunication Services		1,782,790		—		1,782,790		—
Utilities		895,144		—		895,144		—
Asset-backed securities		8,312,673		—		8,312,673		—
Commercial mortgage-backed securities		10,474,021		—		10,474,021		—
Foreign government bonds		3,164,133		—		3,164,133		—
Mutual funds		3,967,697		3,967,697		—		—
Total assets	$	207,559,800	$	88,301,425	$	119,258,375	$	—
	BLENDED ASSET MAXIMUM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	13,144,800	$	12,846,161	$	298,639	$	—
Consumer Staples		15,536,120		8,315,604		7,220,516		—
Energy		3,600,789		3,554,402		46,387		—
Financials		7,824,800		5,260,515		2,564,285		—
Health Care		28,455,930		26,154,381		2,301,549		—
Industrials		12,117,067		9,136,067		2,981,000		—
Information Technology		30,350,345		28,334,161		2,016,184		—	*
Materials		9,561,032		7,084,517		2,476,515		—
Real Estate		6,633,188		6,522,071		111,117		—
Telecommunication Services		2,096,253		2,036,344		59,909		—
Utilities		149,043		62,064		86,979		—

74

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

	BLENDED ASSET MAXIMUM SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Debt securities:
U.S. Treasury and other U.S.
Government agencies	$	9,701,707	$	—	$	9,701,707	$	—
Corporate debt:
Consumer Discretionary		788,327		—		788,327		—
Consumer Staples		317,047		—		317,047		—
Energy		921,569		—		921,569		—
Financials		1,676,725		—		1,676,725		—
Health Care		212,900		—		212,900		—
Industrials		279,006		—		279,006		—
Information Technology		376,931		—		376,931		—
Materials		587,384		—		587,384		—
Real Estate		153,884		—		153,884		—
Telecommunication Services		460,554		—		460,554		—
Utilities		129,400		—		129,400		—
Mutual funds		4,804,792		4,804,792		—		—
Total assets	$	149,879,593	$	114,111,079	$	35,768,514	$	—

*China literature ltd. - right is a Level 3 security as of October 31, 2017. However, there is no value for this security reported in the financial statements.

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 levels during the period ended October 31, 2017.

New Accounting Guidance

On August 1, 2017, the Fund implemented amendments to Regulation S-X, issued by the Securities and Exchange Commission, which require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Adoption had no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

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

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

Income, expenses (other than 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.

75

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Foreign Currency Translation

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

Option Contracts

The Series may write (sell) or buy call or put options on securities and other financial instruments. When a Series writes a call, the Series gives the purchaser the right to buy the underlying security from the Series at the price specified in the option contract (the “exercise price”) at any time during the option period. When a Series writes a put option, the Series gives the purchaser the right to sell to the Series the underlying security at the exercise price at any time during the option period. The Series will only write options on a “covered basis.” This means that the Series will own the underlying security when the Series writes a call or the Series will put aside cash, U.S. Government securities, or other liquid assets in an amount not less than the exercise price at all times the put option is outstanding.

When a Series writes an option, an amount equal to the premium received is reflected as a liability and is subsequently marked-to-market to reflect the current market value of the option. The Series, as a writer of an option, has no control over whether the underlying security or financial instrument may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the security or financial instrument underlying the written option. There is a risk that the Series may not be able to enter into a closing transaction because of an illiquid market.

Each Series may also purchase options in an attempt to hedge against fluctuations in the value of its portfolio and to protect against declines in the value of the securities. The premium paid by a Series for the purchase of an option is reflected as an investment and subsequently marked-to-market to reflect the current market value of the option. The risk associated with purchasing options is limited to the premium paid.

When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or a Series enters into a closing transaction), the Series realizes a gain or loss on the option to the extent of the premium received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received). At October 31, 2017, the Series did not hold any option contracts.

Inflation-Indexed Bonds

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

Securities Purchased on a When-Issued Basis or Forward Commitment

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 Fund assumes the rights and risks of

76

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Securities Purchased on a When-Issued Basis or Forward Commitment (continued)

ownership of the security, including the risk of price and yield fluctuations, and takes such fluctuations into account when determining their net asset value. The Series may sell the when-issued securities before they are delivered, which may result in a capital gain or loss. No such investments were held by the Series on October 31, 2017.

In connection with their ability to purchase or sell securities on a forward commitment basis, the Series may enter into forward roll transactions principally using To Be Announced (TBA) securities. Forward roll transactions require the sale of securities for delivery in the current month, and a simultaneous agreement to repurchase substantially similar (same type, coupon and maturity) securities on a specified future date. Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. No such investments were held by the Series on October 31, 2017.

Interest Only Securities

The Series may invest in stripped mortgage-backed securities issued by the U.S. government, its agencies and instrumentalities. Stripped mortgage-backed securities are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. In certain cases, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The yield to maturity on IOs is sensitive to the rate of principal repayments (including prepayments) on the related underlying mortgage assets, and principal payments may have a material effect on yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Series may not fully recoup its initial investment in IOs.

Restricted Securities

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2017, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended October 31, 2017. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

77

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Distributions of Income and Gains

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

Indemnifications

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

Other

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

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 0.40% for Blended Asset Conservative Term Series, 0.45% for Blended Asset Moderate Series, and 0.50% for Blended Asset Extended Series and Blended Asset Maximum Series, of the Series’ average daily net assets.

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

The Advisor has contractually agreed, until at least February 29, 2028, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, at no more than the amounts presented in the following table, of average daily net assets each year.

SERIES/CLASS	EXPENSE LIMIT
Blended Asset Conservative Series		0.45	%
Blended Asset Moderate Series		0.50	%
Blended Asset Extended Series		0.55	%
Blended Asset Maximum Series		0.55	%

78

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

For the period ended October 31, 2017, the Advisor waived the following amounts which are included as a reduction of expenses on the Statements of Operations:

SERIES/CLASS	WAIVER AMOUNT
Blended Asset Conservative Series Class R6	$	59,190
Blended Asset Moderate Series Class R6		56,125
Blended Asset Extended Series Class R6		54,045
Blended Asset Maximum Series Class R6		48,144

The Advisor is not eligible to recoup any expenses that have been waived or reimbursed.

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

Pursuant to a master services agreement dated March 1, 2017, the Fund pays the Advisor the annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has an agreement with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent.

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

4. Purchases and Sales of Securities

For the period ended October 31, 2017, purchases and sales of securities, other than short-term securities, were as follows:

	PURCHASES OTHER			SALES OTHER
SERIES	ISSUERS		GOVERNMENT	ISSUERS		GOVERNMENT
Blended Asset Conservative Series	$	16,534,178	$       256,711	$	2,282,795	$                   —
Blended Asset Moderate Series		10,652,191	2,692,024		2,450,463	—
Blended Asset Extended Series		26,220,110	4,501,913		3,998,176	—
Blended Asset Maximum Series		17,247,771	1,444,902		3,203,819	—

5. Capital Stock Transactions

Transactions in Class R6 shares of each Series were:

BLENDED CONSERVATIVE	FOR THE PERIOD 10/13/171 TO 10/31/17
SERIES CLASS R6:	SHARES			AMOUNT
Sold		9,394,967		$	102,115,609
Reinvested		—			—
Repurchased		(108,692	)		(1,179,696	)
Total		9,286,275		$	100,935,913

79

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

BLENDED ASSET MODERATE	FOR THE PERIOD 10/13/171 TO 10/31/17
SERIES CLASS R6:	SHARES			AMOUNT
Sold		10,782,412		$	115,906,022
Reinvested		—			—
Repurchased		(26,599	)		(285,356	)
Total		10,755,813		$	115,620,666
BLENDED ASSET EXTENDED	FOR THE PERIOD 10/13/171 TO 10/31/17
SERIES CLASS R6:	SHARES			AMOUNT
Sold		20,139,692		$	208,028,941
Reinvested		—			—
Repurchased		(133,620	)		(1,377,323	)
Total		20,006,072		$	206,651,618
BLENDED ASSET MAXIMUM	FOR THE PERIOD 10/13/171 TO 10/31/17
SERIES CLASS R6:	SHARES			AMOUNT
Sold		13,013,587		$	150,821,798
Reinvested		—			—
Repurchased		(30,606	)		(354,707	)
Total		12,982,981		$	150,467,091

¹Commencement of operations.

At October 31, 2017, The Target Income Series, another series of the Fund, owned 98.3% of Blended Asset Conservative Term Series. The Target 2020 Series and Target 2025 Series, other series of the Fund, owned 83.9% and 13.7%, respectively, of Blended Asset Moderate Term Series. The Target 2025 Series, Target 2030 Series, and Target 2040 Series, other series of the Fund, owned 11.8%, 57.8%, and 13.6%, respectively, of Blended Asset Extended Term Series. The Target 2030 Series, Target 2040 Series, and Target 2050 Series, other series of the Fund, owned 15.0%, 37.2%, and 23.5%, respectively, of Blended Asset Maximum Term Series. Investment activities of these shareholders may have a material effect on the respective Series.

6. Financial Instruments and Loan Assignments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. At October 31, 2017, Blended Asset Conservative Series, Blended Asset Moderate Series and Blended Asset Extended Series did not invest in options contracts (equity risk).

The Series may invest in a loan assignment of all or a portion of the loans. The Series has direct rights against the borrower on a loan when it purchases an assignment; however, the Series’ rights may be more limited than the lender from which it acquired the assignment and the Series may be able to enforce its rights only through an administrative agent. Loan assignments are vulnerable to market conditions and may become illiquid due to economic conditions or other events may reduce the demand for loan assignments and certain loan assignments which were liquid when purchased may become illiquid. At October 31, 2017, the Series did not hold any loan assignments.

80

Notes to Financial Statements (continued)

7. Foreign Securities

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

8. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing of the recognition on net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales, investments in passive foreign investment companies (PFICs), real estate investment trusts and the realization for tax purposes of unrealized gains/losses on certain futures. 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 period ended October 31, 2017, $2, $288, $666 and $318 was reclassified within the capital accounts from Accumulated Net Realized Gain (Loss) on Investments to Undistributed Net Investment Income for Blended Asset Conservative Series, Blended Asset Moderate Series, Blended Asset Extended Series and Blended Asset Maximum Series. Any such reclassifications are not reflected in the financial highlights

At October 31, 2017, 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:

	BLENDED ASSET CONSERVATIVE SERIES			BLENDED ASSET MODERATE SERIES			BLENDED ASSET EXTENDED SERIES			BLENDED ASSET MAXIMUM SERIES
Cost for federal income tax purposes	$	102,411,870		$	116,170,351		$	208,084,634		$	149,844,597
Unrealized appreciation		637,717			852,962			1,983,396			2,509,649
Unrealized depreciation		(836,052	)		(1,139,956	)		(2,508,230	)		(2,474,653	)
Net unrealized appreciation (depreciation)	$	(198,335	)	$	(286,994	)	$	(524,834	)	$	34,996
Undistributed ordinary income	$	48,575		$	48,576		$	61,856		$	77,430
Capital loss carryforwards	$	(10,200	)	$	(10,845	)	$	(9,007	)	$	—

At October 31, 2017, Blended Asset Conservative Series, Blended Asset Moderate Series and Blended Asset Extended Series had net short-term capital loss carryforwards of $10,200, $10,845 and $9,007, respectively, which may be carried forward indefinitely.

81

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Blended Asset Conservative Series, Blended Asset Moderate Series, Blended Asset Extended Series and Blended Asset Maximum 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 the Blended Asset Conservative Series, Blended Asset Moderate Series, Blended Asset Extended Series and Blended Asset Maximum Series (four of the series constituting Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of October 31, 2017, and the results of each of their operations, the changes in each of their net assets and the financial highlights for the period October 13, 2017 (commencement of operations) through October 31, 2017, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities as of October 31, 2017 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion.

New York, New York

December 18, 2017

82

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.manning-napier.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 directors and officers, 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 and Officer

Name:	Michele T. Mosca*
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:	Indefinite – Chairman and Director since August 20161
Principal Occupation(s) During Past 5 Years:	Managing Director, Funds Group (since 2009) - Manning & Napier Advisors, LLC; President, Director (since 2015) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (since 2016) - Rainier Investment Management Mutual Funds, Inc. Holds the following title for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Trustee - Rainier Investment Management Mutual Funds (since 2016)
Independent Directors
Name:	Stephen B. Ashley
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 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director & Chief Executive Officer (1997 to present) - 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:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Chairman
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Governance & Nominating Committee
Principal Occupation(s) During Past 5 Years:	Chairman since 2016; Lead Independent Director since 2017 Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech)(2000-present); ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014); HLTH (WebMD)(information)(2000-2010); Cheyne Capital International (investment)(2000-present); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical)(2016-present); PureEarth(non-profit)(2012-present)

83

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Boston Early Music Festival (non-profit)(2007-present); Amherst Early Music, Inc. (non-profit)(2009-present); Gotham Early Music Scene, Inc. (non-profit)(2009-present); Partnership for New York City, Inc. (non-profit)(1989-2010); New York Collegium (non-profit)(2004-2011)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	82
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 (1994- present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university)(1972-present); Culinary Institute of America (non-profit college)(1985-present); George Eastman House (museum)(1988-present); National Restaurant Association (restaurant trade organization)(1978-present)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university)(2005-present); Town of Greenburgh, NY Planning Board (municipal government) (2015-present)
Officers:
Name:	Jeffrey S. Coons, Ph.D., CFA®
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
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 (2002 - 2015) -Manning & Napier Advisors, LLC
	Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer, or Senior Trust Officer
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.

84

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)

Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served: Principal Occupation(s) During Past 5 Years:	Principal Financial Officer since 2002; Chief Financial Officer since 2001 Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company; Chief Financial Officer since 2017- Rainier Investment Management Mutual Funds, Inc.
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund: Term of Office1 & Length of Time Served:	Chief Compliance Officer, Anti-Money Laundering Compliance Officer Chief Compliance Officer since 2004; Anti-Money Laundering Officer since 2002; Corporate Secretary (1997-2016)- Manning & Napier Fund, Inc.; Chief Compliance Officer and Anti-Money Laundering Officer since 2017 – Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:	Director of Compliance since 2005; Compliance Manager (1995-2005) – Manning & Napier Advisors, LLC and affiliates; Corporate Secretary – Manning & Napier Investor Services, Inc. since 2006
Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	29
Current Position(s) Held with Fund:	Assistant Vice President
Term of Office1 & Length of Time Served:	Since 2017
Principal Occupation(s) During Past 5 Years:	Director of Funds Group since 2017; Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC.
Name:	Amy Williams
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Documentation - Manning & Napier Advisors, LLC and affiliates since 2009 Holds one or more of the following titles for various affiliates: Director
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	52
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Chief Legal Officer since 2016 - Rainier Investment Management, LLC; Chief Legal Officer since 2016 - Rainier Investment Management Mutual Funds, Inc.
	Holds one or more of the following titles for various affiliates: Director, Corporate Secretary, Chief Legal Officer

*Interested Director, within the meaning of the 1940 Act by reason of her positions with the Fund’s investment advisor, Manning & Napier Advisors, LLC and Distributor, Manning & Napier Investor Services, Inc.

¹The term of office of all officers shall be one year and until their respective successors are chosen and qualified, or his or her earlier resignation or removal as provided in the Fund’s By-Laws.

85

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

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

MNBLA-10/17-AR

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Just one year ago, many investors were anticipating a widespread sell-off in domestic equity markets after Donald Trump won the election for the U.S. presidency. Not only did a sell-off fail to materialize, but equities actually moved sharply higher and remained on an upward trajectory throughout the year. The advance in equities was despite ongoing uncertainty surrounding policy implementation and how the new administration’s agenda might ultimately affect U.S. economic growth. For the year ended October 31, 2017, domestic equities were up 23.63%, as measured by the S&P 500 Index. International equities, as measured by the MSCI ACWI ex USA Index, also fared extraordinarily well, up 23.64%. Domestic investment-grade bonds, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, experienced relatively subdued performance, up 0.90%. Within fixed income, corporate bonds led, with high-yield securities in particular delivering very strong performance.

Much of the move upward in asset markets has been driven by stronger corporate earnings that materialized in early 2017 within both developed and emerging markets, supported by synchronized economic growth across all major global regions. Further, although Federal Reserve (Fed) policymakers continued gradually raising the target range for the federal funds rate and began reducing the Fed’s securities holdings, central bank policies across the globe have remained generally accommodative, providing an additional tailwind for asset prices.

Investors are undoubtedly enjoying the “Goldilocks” state of the economy: not too cold so as to usher in a recession, and not too hot so as to cause runaway inflation. Nonetheless, it is our view that market participants should temper their expectations going forward. The U.S. continues to move along in its economic cycle, and while it is not our view that we are on the cusp of a bear market, the status of our indicators suggest that we are certainly closer to the end of the current bull market than we are to the beginning. Complacency is elevated, there are significantly fewer pockets of cheap valuations remaining compared to the past several years, and U.S. valuations in particular limit upside potential, offering little support for asset prices should volatility in the financial markets materialize. This is surely not the time for investors to chase returns or take on unnecessary risk. Rather, it is our view that current market dynamics are consistent with rising risks that must be actively managed, and investors should maintain allocations consistent with their long-term investment objectives.

With this in mind, we discuss recent fund performance in this report, highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful, and look forward to working with you in the years ahead to meet your investment goals.

Thank you for your continued confidence in us.

Sincerely,

Manning & Napier Advisors, LLC

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 and do not reflect any fees or expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

The MSCI ACWI ex USA Index (ACWIxUS) is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

1

Fund Commentary

(unaudited)

Investment Objective

To provide capital growth and manage risk for investors planning to retire (or meet another investment goal) in or around the year indicated in the fund’s name.

The Target Series include eleven distinct mutual funds, each of which is managed to a designated target date. The investment objective of each Series is strategically allocated to become increasingly conservative as the specified target date approaches. The Target 2050, 2040, 2030, 2020, and Target Income Series were launched on March 28, 2008; the Target 2055, 2045, 2035, 2025 and Target 2015 Series were launched on June 25, 2012; and the Target 2060 Series was launched on September 21, 2015.

Performance Commentary

U.S. equity markets delivered positive absolute returns for the twelve-month period ended October 31, 2017. The S&P 500 Index gained 23.63% while the Russell 3000 Index earned 23.98%. International equity markets also delivered positive absolute returns, with the broad MSCI ACWI ex USA Index (ACWIxUS) returning 23.64%. Meanwhile, bond markets as represented by the Bloomberg Barclays U.S. Aggregate Bond Index were modestly positive, returning 0.90%. Each of the Target Series delivered positive absolute returns during the one-year period. However, with the exception of the Class I and Class R6 shares of the Target Income Series, they each underperformed their respective blended benchmarks on a relative basis.

Stock selection challenged relative returns and was the primary contributor to the Series’ underperformance. Specifically, selection in the Health Care, Consumer Discretionary, and Energy sectors detracted from relative returns across all portfolios. In addition, the Series’ overweight to Health Care as well as an underweight to Financials, detracted from relative returns.

Offsetting a portion of the relative performance headwind was the aggregate effect of sector allocations, which aided relative returns. Each Series’ overweight to Information Technology and Materials compared to the blended benchmark, as well as an underweight to Energy, aided relative returns as well. In addition, broad fixed income exposure aided relative returns.

Our focus on growing companies that we believe can control their own destiny has led to meaningful allocations to the Health Care and Information Technology sectors. The Series have relatively little exposure to economically sensitive sectors including Financials and Energy. We have generally found companies within some of the more defensive sectors to be overvalued given the lower growth prospects, which has led to underweight allocations to Utilities, Consumer Staples, and Telecommunication Services as compared to the benchmark.

Regarding fixed income, with the exception of the Target 2035 through Target 2060 Series, we modestly increased duration over the last year when rates rose and value came into the longer end of the yield curve. While we still feel corporate credit continues to adequately compensate investors on a fundamental basis, the Series’ allocation to corporate credit was reduced when corporate credit spreads tightened. Additionally, a notable allocation to securitized fixed income (i.e., asset-backed and commercial mortgage backed securities) can be found in the Series (with the exception of the 2040 - 2060 portfolios) as we view the risk/reward trade-off to be attractive in these sectors. We continue to monitor interest rates as well as credit spreads in order to be in a position to take advantage of opportunities that may present themselves.

As we begin the new fiscal year, earnings growth across major regions, accelerating business activity, and an improving economic backdrop are supportive of global asset prices. However, as markets continue to advance, we believe it is important to express our view that investors should exercise caution and selectivity due to rising risks associated with elevated complacency, valuations across most markets that remain at or somewhat above fair value, and the inflection in global monetary policy to less accommodative conditions. We believe these risk factors reinforce the need for an active, fundamentals-based investment approach, as it will be critical to manage them going forward.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original

2

Fund Commentary

(unaudited)

Performance Commentary (continued)

cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

Each Manning & Napier Fund, Inc. Target Series is invested in one or two of four proprietary lifestyle funds based on the Target Series becoming increasingly conservative over time. Because the underlying funds invest in both stocks and bonds, the value of your investment will fluctuate in response to stock market movements and changes in interest rates. Investing in target date funds will also involve a number of other risks, including issuer-specific risk, foreign investment risk, and small-cap/mid-cap risk, as the underlying investments change over time. Investments in options and futures, like all derivatives, can be highly volatile and involve risks in addition to the risks of the underlying instrument on which the derivative is based, such as counterparty, correlation and liquidity risk. Also, the use of leverage increases exposure to the market and may magnify potential losses. Principal value is not guaranteed at any time, including at the target date (the approximate year when an investor plans to stop contributions and start periodic withdrawals).

3

Performance Update as of October 31, 2017 - Target Income Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE     YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target Income Series - Class K3		6.85	%		4.27	%		4.79%
Manning & Napier Fund, Inc. - Target Income Series - Class R3		6.68	%		3.98	%		4.52%
Manning & Napier Fund, Inc. - Target Income Series - Class I3		7.20	%		4.52	%		5.06%
Manning & Napier Fund, Inc. - Target Income Series - Class R63,4		7.20	%		4.52	%		5.06%
Standard & Poor’s (S&P) Target Date Retirement Income Index5		7.20	%		4.81	%		4.40%
Income Composite Benchmark6		7.18	%		5.12	%		5.17%

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 (10/31/17) to the S&P Target Date Retirement Income Index and the Income Composite Benchmark.

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

²Performance numbers for the Series and the S&P Target Date Index are calculated from March 28, 2008, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from April 1, 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, 2017, this net expense ratio was 0.31% for Class K, 0.55% for Class R, 0.06% for Class I and 0.05% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.46% for Class K, 0.70% for Class R, 0.21% for Class I and 0.20% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of

4

Performance Update as of October 31, 2017 - Target Income Series

(unaudited)

any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

5

Performance Update as of October 31, 2017 - Target 2015 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE     YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2015 - Class K3		7.70	%		5.30	%		6.07	%
Manning & Napier Fund, Inc. - Target 2015 - Class R3		7.47	%		5.07	%		5.86	%
Manning & Napier Fund, Inc. - Target 2015 - Class I3		8.03	%		5.57	%		6.37	%
Manning & Napier Fund, Inc. - Target 2015 - Class R63,4		8.03	%		5.57	%		6.37	%
S&P Target Date 2015 Index5		10.93	%		7.04	%		7.65	%
2015 Composite Benchmark6		8.69	%		6.41	%		6.64	%

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 (10/31/17) to the S&P Target Date 2015 Index and the 2015 Composite Benchmark.

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

²Performance numbers for the Series and the S&P Target Date Index are calculated from June 25, 2012, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from July 1, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2017, this net expense ratio was 0.31% for Class K, 0.55% for Class R, 0.05% for Class I and 0.05% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 2.70% for Class K, 2.94% for Class R, 2.44% for Class I and 2.44% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of

6

Performance Update as of October 31, 2017 - Target 2015 Series

(unaudited)

any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

7

Performance Update as of October 31, 2017 - Target 2020 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE     YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2020 Series - Class K3		8.91	%		6.05	%		5.16	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class R3		8.69	%		5.79	%		4.88	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class I3		9.28	%		6.32	%		5.42	%
Manning & Napier Fund, Inc. - Target 2020 Series - Class R63,4		9.28	%		6.32	%		5.42	%
S&P Target Date 2020 Index5		12.69	%		7.99	%		5.92	%
2020 Composite Benchmark6		10.42	%		7.10	%		5.87	%

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 (10/31/17) to the S&P Target Date 2020 Index and the 2020 Composite Benchmark.

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

²Performance numbers for the Series and the S&P Target Date Index are calculated from March 28, 2008, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from April 1, 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, 2017, this net expense ratio was 0.31% for Class K, 0.56% for Class R, 0.06% for Class I and 0.05% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.40% for Class K, 0.65% for Class R, 0.15% for Class I and 0.14% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of

8

Performance Update as of October 31, 2017 - Target 2020 Series

(unaudited)

any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

9

Performance Update as of October 31, 2017 - Target 2025 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE     YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2025 Series - Class K3		10.23	%		7.05	%		8.06	%
Manning & Napier Fund, Inc. - Target 2025 Series - Class R3		9.94	%		6.87	%		7.86	%
Manning & Napier Fund, Inc. - Target 2025 Series - Class I3		10.52	%		7.25	%		8.25	%
Manning & Napier Fund, Inc. - Target 2025 Series - Class R63,4		10.52	%		7.25	%		8.25	%
S&P Target Date 2025 Index5		14.63	%		8.84	%		9.60	%
2025 Composite Benchmark6		11.56	%		7.79	%		8.03	%

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 (10/31/17) to the 2025 Composite Benchmark, and S&P Target Date 2025 Index.

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

²Performance numbers for the Series and the S&P Target Date Index are calculated from June 25, 2012, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from July 1, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2017, this net expense ratio was 0.31% for Class K, 0.55% for Class R, 0.05% for Class I and 0.05% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.74% for Class K, 0.99% for Class R, 0.48% for Class I and 0.48% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of

10

Performance Update as of October 31, 2017 - Target 2025 Series

(unaudited)

any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

11

Performance Update as of October 31, 2017 - Target 2030 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE     YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2030 Series - Class K3		12.49	%		8.02	%		5.99	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class R3		12.07	%		7.73	%		5.74	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class I3		12.76	%		8.29	%		6.28	%
Manning & Napier Fund, Inc. - Target 2030 Series - Class R63,4		12.64	%		8.27	%		6.27	%
S&P Target Date 2030 Index5		16.41	%		9.65	%		6.52	%
2030 Composite Benchmark6		13.44	%		8.84	%		6.34	%

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 (10/31/17) to the 2030 Composite Benchmark and S&P Target Date 2030 Index.

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

²Performance numbers for the Series and the S&P Target Date Index are calculated from March 28, 2008, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from April 1, 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, 2017, this net expense ratio was 0.31% for Class K, 0.56% for Class R, 0.06% for Class I and 0.05% for Class R6. 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, 0.14% for Class I and 0.13% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of

12

Performance Update as of October 31, 2017 - Target 2030 Series

(unaudited)

any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

13

Performance Update as of October 31, 2017 - Target 2035 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE     YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2035 Series - Class K3		14.22	%		8.83	%		10.02	%
Manning & Napier Fund, Inc. - Target 2035 Series - Class R3		13.85	%		8.61	%		9.79	%
Manning & Napier Fund, Inc. - Target 2035 Series - Class I3		14.53	%		9.11	%		10.29	%
Manning & Napier Fund, Inc. - Target 2035 Series - Class R63,4		14.53	%		9.11	%		10.29	%
S&P Target Date 2035 Index5		18.18	%		10.35	%		11.21	%
2035 Composite Benchmark6		15.86	%		9.89	%		10.13	%

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 (10/31/17) to the 2035 Composite Benchmark and S&P Target Date 2035 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. Performance numbers for the S&P Target Date Index and Target Composite Benchmark are calculated from July 1, 2012.

²Performance numbers for the Series and the S&P Target Date Index are calculated from June 25, 2012, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from July 1, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2017, this net expense ratio was 0.31% for Class K, 0.55% for Class R, 0.05% for Class I and 0.05% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.85% for Class K, 1.09% for Class R, 0.59% for Class I and 0.59% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of

14

Performance Update as of October 31, 2017 - Target 2035 Series

(unaudited)

any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

15

Performance Update as of October 31, 2017 - Target 2040 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE     YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2040 - Class K3		16.08	%		9.68	%		6.52	%
Manning & Napier Fund, Inc. - Target 2040 - Class R3		15.70	%		9.40	%		6.27	%
Manning & Napier Fund, Inc. - Target 2040 - Class I3		16.36	%		9.96	%		6.81	%
Manning & Napier Fund, Inc. - Target 2040 - Class R63,4		16.36	%		9.96	%		6.81	%
S&P Target Date 2040 Index5		19.39	%		10.84	%		6.92	%
2040 Composite Benchmark6		17.67	%		10.62	%		7.09	%

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 (10/31/17) to the S&P Target Date 2040 Index and the 2040 Composite Benchmark.

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

²Performance numbers for the Series and the S&P Target Date Index are calculated from March 28, 2008, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from April 1, 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, 2017, this net expense ratio was 0.31% for Class K, 0.56% for Class R, 0.06% for Class I and 0.05% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.45% for Class K, 0.70% for Class R, 0.20% for Class I and 0.19% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of

16

Performance Update as of October 31, 2017 - Target 2040 Series

(unaudited)

any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

17

Performance Update as of October 31, 2017 - Target 2045 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE     YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2045 - Class K3		17.77	%		10.20	%		11.49	%
Manning & Napier Fund, Inc. - Target 2045 - Class R3		17.42	%		9.91	%		11.18	%
Manning & Napier Fund, Inc. - Target 2045 - Class I3		18.08	%		10.48	%		11.75	%
Manning & Napier Fund, Inc. - Target 2045 - Class R63,4		18.08	%		10.48	%		11.75	%
S&P Target Date 2045 Index5		19.13	%		11.15	%		11.36	%
2045 Composite Benchmark6		20.28	%		11.21	%		12.15	%

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 (10/31/17) to the S&P Target Date 2045 Index and the 2045 Composite Benchmark.

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

²Performance numbers for the Series and the S&P Target Date Index are calculated from June 25, 2012, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from July 1, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2017, this net expense ratio was 0.31% for Class K, 0.55% for Class R, 0.05% for Class I and 0.05% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.28% for Class K, 1.52% for Class R, 1.02% for Class I and 1.02% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of

18

Performance Update as of October 31, 2017 - Target 2045 Series

(unaudited)

any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

19

Performance Update as of October 31, 2017 - Target 2050 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE     YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2050 - Class K3		18.43	%		10.46	%		7.14	%
Manning & Napier Fund, Inc. - Target 2050 - Class R3		18.22	%		10.19	%		6.88	%
Manning & Napier Fund, Inc. - Target 2050 - Class I3		18.79	%		10.74	%		7.42	%
Manning & Napier Fund, Inc. - Target 2050 - Class R63,4		18.79	%		10.74	%		7.42	%
S&P Target Date 2050 Index5		21.09	%		11.54	%		7.14	%
2050 Composite Benchmark6		19.76	%		11.26	%		7.43	%

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 (10/31/17) to the S&P Target Date 2050 Index and the 2050 Composite Benchmark.

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

²Performance numbers for the Series and the S&P Target Date Index are calculated from March 28, 2008, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from April 1, 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, 2017, this net expense ratio was 0.31% for Class K, 0.56% for Class R, 0.06% for Class I and 0.05% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.72% for Class K, 0.97% for Class R, 0.47% for Class I and 0.46% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. New Target Date indices are launched with five years of historical returns matching those of the closest dated index. Historical returns from 05/31/2007 to 5/31/2011 for the S&P Target Date 2050 Index are identical to the returns of the S&P Target Date 2045 Index and were not calculated using back-tested proforma data. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices

20

Performance Update as of October 31, 2017 - Target 2050 Series

(unaudited)

LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

21

Performance Update as of October 31, 2017 - Target 2055 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE     YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2055 - Class K3		18.41	%		10.39	%		11.72	%
Manning & Napier Fund, Inc. - Target 2055 - Class R3		18.18	%		10.03	%		11.36	%
Manning & Napier Fund, Inc. - Target 2055 - Class I3		18.77	%		10.76	%		12.09	%
Manning & Napier Fund, Inc. - Target 2055 - Class R63,4		18.77	%		10.76	%		12.09	%
S&P Target Date 2055 Index5		21.57	%		11.80	%		12.78	%
2055 Composite Benchmark6		19.76	%		11.26	%		11.47	%

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 (10/31/17) to the S&P Target Date 2055 Index and the 2055 Composite Benchmark.

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

²Performance numbers for the Series and the S&P Target Date Index are calculated from June 25, 2012, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from July 1, 2012.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year ended October 31, 2017, this net expense ratio was 0.31% for Class K, 0.55% for Class R, 0.05% for Class I and 0.05% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 2.46% for Class K, 2.70% for Class R, 2.20% for Class I and 2.20% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. New Target Date indices are launched with five years of historical returns matching those of the closest dated index. Historical returns from 05/31/2007 to 05/31/2012 for the S&P Target Date 2055 Index are identical to the returns of the S&P Target Date 2050 Index and were not calculated using back-tested proforma data. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices

22

Performance Update as of October 31, 2017 - Target 2055 Series

(unaudited)

LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

23

Performance Update as of October 31, 2017 - Target 2060 Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS     AS OF OCTOBER 31, 2017
	ONE YEAR1			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Target 2060 - Class K3		18.45	%		12.02	%
Manning & Napier Fund, Inc. - Target 2060 - Class R3		18.18	%		11.76	%
Manning & Napier Fund, Inc. - Target 2060 - Class I3		18.69	%		12.26	%
Manning & Napier Fund, Inc. - Target 2060 - Class R63,4		18.69	%		12.26	%
S&P Target Date 2060+ Index5		21.94	%		13.61	%
2060 Composite Benchmark6		19.76	%		14.25	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Target 2060 Series - Class K from its inception² (9/21/15) to present (10/31/17) to the S&P Target Date 2060+ Index and the 2060 Composite Benchmark.

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

²Performance numbers for the Series and the S&P Target Date Index are calculated from September 21, 2015, the Series’ inception date. Performance numbers for the Target Composite Benchmark are calculated from October 1, 2015.

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, 2017, this annualized net expense ratio was 0.31% for Class K, 0.55% for Class R, 0.05% for Class I and 0.05% for Class R6. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 5.57% for Class K, 5.81% for Class R, 5.31% for Class I and 5.31% for Class R6 for the year ended October 31, 2017.

⁴For periods prior to the inception of Class R6 on October 16, 2017, the performance figures are hypothetical and reflect the performance of the Manning & Napier, Inc. - Target Series - Class I

⁵The S&P Target Date Index Series is a series of unmanaged indices that reflect the market consensus for asset allocations for different target date horizons. Asset class weights are established annually and rebalanced monthly. Prior to 02/26/2010, the indices were rebalanced annually. All returns prior to 05/31/2007 are back-tested. New Target Date indices are launched with five years of historical returns matching those of the closest dated index. Historical returns from 05/28/2010 to 05/29/2015 for the S&P Target Date 2060+ Index are identical to the returns of the S&P Target Date 2055 Index and were not calculated using back-tested proforma data. Index returns assume daily reinvestment of dividends. Beginning 06/01/2017, the asset class exposure for each index is represented by indices and returns do not reflect any fees or expenses. Prior to 06/01/2017, the asset class exposure for each index is represented by exchange traded funds (ETFs) and returns are net of ETF expenses. Index returns provided by Bloomberg. S&P Dow Jones

24

Performance Update as of October 31, 2017 - Target 2060 Series

(unaudited)

Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

⁶The Target Composite Benchmark represents the performance of the target date fund’s asset classes according to their respective weightings, as adjusted over time to reflect the target date fund’s increasingly conservative asset allocations. The following indices are used to calculate the Target Composite Benchmarks: Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Aggregate Bond Index (BAB) and/or Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB and BIAB are both unmanaged, market value-weighted indices of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities. BAB includes maturities of one year or more; BIAB includes maturities of greater than one year but less than ten years. BAB and BIAB returns provided by Interactive Data. Indices returns do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the target date fund’s asset allocation will vary over time, the composition of the target date portfolio may not match the composition of the comparative Target Composite Benchmark. Mid-month performance is not available for the Composite Benchmark. Performance shown is from the first of the month following the corresponding Fund’s inception date.

25

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the Hypothetical lines of the tables are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING  ACCOUNT VALUE                               5/1/171	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target Income
Actual (Class K)	$1,000.00	$1,033.70	$1.59	0.31%
Hypothetical4	$1,000.00	$1,023.64	$1.58	0.31%
Actual (Class R)	$1,000.00	$1,033.30	$2.82	0.55%
Hypothetical4	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,035.80	$0.31	0.06%
Hypothetical4	$1,000.00	$1,024.90	$0.31	0.06%
Actual (Class R6)	$1,000.00	$   999.00	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%

26

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                               5/1/171	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target 2015
Actual (Class K)	$1,000.00	$1,039.20	$1.59	0.31%
Hypothetical4	$1,000.00	$1,023.64	$1.58	0.31%
Actual (Class R)	$1,000.00	$1,037.70	$2.93	0.57%
Hypothetical4	$1,000.00	$1,022.33	$2.91	0.57%
Actual (Class I)	$1,000.00	$1,041.20	$0.26	0.05%
Hypothetical4	$1,000.00	$1,024.95	$0.26	0.05%
Actual (Class R6)	$1,000.00	$   999.10	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%
	BEGINNING  ACCOUNT VALUE                               5/1/17	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target 2020
Actual (Class K)	$1,000.00	$1,044.50	$1.60	0.31%
Hypothetical4	$1,000.00	$1,023.64	$1.58	0.31%
Actual (Class R)	$1,000.00	$1,043.70	$2.88	0.56%
Hypothetical4	$1,000.00	$1,022.38	$2.85	0.56%
Actual (Class I)	$1,000.00	$1,045.60	$0.31	0.06%
Hypothetical4	$1,000.00	$1,024.90	$0.31	0.06%
Actual (Class R6)	$1,000.00	$   998.90	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%
	BEGINNING  ACCOUNT VALUE                               5/1/171	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target 2025
Actual (Class K)	$1,000.00	$1,049.00	$1.60	0.31%
Hypothetical4	$1,000.00	$1,023.64	$1.58	0.31%
Actual (Class R)	$1,000.00	$1,047.10	$2.84	0.55%
Hypothetical4	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,050.10	$0.26	0.05%
Hypothetical4	$1,000.00	$1,024.95	$0.26	0.05%
Actual (Class R6)	$1,000.00	$   999.20	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%

27

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                               5/1/171	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target 2030
Actual (Class K)	$1,000.00	$1,058.30	$1.61	0.31%
Hypothetical4	$1,000.00	$1,023.64	$1.58	0.31%
Actual (Class R)	$1,000.00	$1,055.80	$2.90	0.56%
Hypothetical4	$1,000.00	$1,022.38	$2.85	0.56%
Actual (Class I)	$1,000.00	$1,058.90	$0.31	0.06%
Hypothetical4	$1,000.00	$1,024.90	$0.31	0.06%
Actual (Class R6)	$1,000.00	$   999.00	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%
	BEGINNING  ACCOUNT VALUE                               5/1/171	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target 2035
Actual (Class K)	$1,000.00	$1,064.90	$1.61	0.31%
Hypothetical4	$1,000.00	$1,023.64	$1.58	0.31%
Actual (Class R)	$1,000.00	$1,063.60	$2.91	0.56%
Hypothetical4	$1,000.00	$1,022.38	$2.85	0.56%
Actual (Class I)	$1,000.00	$1,066.70	$0.26	0.05%
Hypothetical4	$1,000.00	$1,024.95	$0.26	0.05%
Actual (Class R6)	$1,000.00	$1,000.00	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%
	BEGINNING  ACCOUNT VALUE                               5/1/171	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target 2040
Actual (Class K)	$1,000.00	$1,072.00	$1.62	0.31%
Hypothetical4	$1,000.00	$1,023.64	$1.58	0.31%
Actual (Class R)	$1,000.00	$1,070.60	$2.92	0.56%
Hypothetical4	$1,000.00	$1,022.38	$2.85	0.56%
Actual (Class I)	$1,000.00	$1,073.90	$0.31	0.06%
Hypothetical4	$1,000.00	$1,024.90	$0.31	0.06%
Actual (Class R6)	$1,000.00	$1,001.00	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%

28

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                               5/1/171	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target 2045
Actual (Class K)	$1,000.00	$1,079.80	$1.63	0.31%
Hypothetical4	$1,000.00	$1,023.64	$1.58	0.31%
Actual (Class R)	$1,000.00	$1,077.40	$2.93	0.56%
Hypothetical4	$1,000.00	$1,022.38	$2.85	0.56%
Actual (Class I)	$1,000.00	$1,081.50	$0.26	0.05%
Hypothetical4	$1,000.00	$1,024.95	$0.26	0.05%
Actual (Class R6)	$1,000.00	$1,001.50	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%
	BEGINNING  ACCOUNT VALUE                               5/1/171	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target 2050
Actual (Class K)	$1,000.00	$1,082.10	$1.63	0.31%
Hypothetical4	$1,000.00	$1,023.64	$1.58	0.31%
Actual (Class R)	$1,000.00	$1,081.60	$2.94	0.56%
Hypothetical4	$1,000.00	$1,022.38	$2.85	0.56%
Actual (Class I)	$1,000.00	$1,083.60	$0.32	0.06%
Hypothetical4	$1,000.00	$1,024.90	$0.31	0.06%
Actual (Class R6)	$1,000.00	$1,001.80	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%
	BEGINNING  ACCOUNT VALUE                               5/1/171	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target 2055
Actual (Class K)	$1,000.00	$1,082.40	$1.63	0.31%
Hypothetical4	$1,000.00	$1,023.64	$1.58	0.31%
Actual (Class R)	$1,000.00	$1,081.30	$2.94	0.56%
Hypothetical4	$1,000.00	$1,022.38	$2.85	0.56%
Actual (Class I)	$1,000.00	$1,083.60	$0.26	0.05%
Hypothetical4	$1,000.00	$1,024.95	$0.26	0.05%
Actual (Class R6)	$1,000.00	$1,001.50	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%

29

Shareholder Expense Example

(unaudited)

	BEGINNING  ACCOUNT VALUE                               5/1/171	ENDING  ACCOUNT VALUE                               10/31/17	EXPENSES PAID  DURING PERIOD                               5/1/17-10/31/172	ANNUALIZED  EXPENSE                               RATIO3
Target 2060
Actual (Class K)	$1,000.00	$1,082.40	$1.68	0.32%
Hypothetical4	$1,000.00	$1,023.59	$1.63	0.32%
Actual (Class R)	$1,000.00	$1,081.50	$2.89	0.55%
Hypothetical4	$1,000.00	$1,022.43	$2.80	0.55%
Actual (Class I)	$1,000.00	$1,083.40	$0.26	0.05%
Hypothetical4	$1,000.00	$1,024.95	$0.26	0.05%
Actual (Class R6)	$1,000.00	$1,001.60	$0.02	0.05%
Hypothetical4	$1,000.00	$1,002.03	$0.02	0.05%

¹Class R6 inception date was October 16, 2017.

²Expenses are equal to each Class’ annualized expense ratio (for the six-month period), multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period) (except for the Series’ Class R6 Actual and Hypothetical return information, which reflects the 15 day period ended October 31, 2017 due to its inception date of October 16, 2017). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which are based on one-year data (except Class R6 expense ratios which are based on a 15 day period). The Class’ total return would have been lower had certain expenses not been waived during the period.

³Expense 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.

⁴Assumes 5% annual return before expenses.

30

Portfolio Composition as of October 31, 2017 - 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 Bond is a long-term obligation of the U.S. Treasury issued with a maturity period of more than ten years.

³ 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.

31

Portfolio Composition as of October 31, 2017 - 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 Bond is a long-term obligation of the U.S. Treasury issued with a maturity period of more than ten years.

³ 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.

32

Investment Portfolios - October 31, 2017

TARGET INCOME SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Conservative Series - Class R6		9,123,477	$	98,989,721
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $99,164,525)				98,989,721
LIABILITIES, LESS OTHER ASSETS - (0.0%)##				(28,822	)
NET ASSETS - 100%			$	98,960,899
##Less than (0.1%).
TARGET 2015 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 99.8%
Manning & Napier Blended Asset Conservative Series - Class R6		162,798	$	1,766,362
Manning & Napier Blended Asset Moderate Series - Class R6		260,206		2,792,015
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $4,566,801)				4,558,377
OTHER ASSETS, LESS LIABILITIES - 0.2%				7,335
NET ASSETS - 100%			$	4,565,712
TARGET 2020 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Extended Series - Class R6		1,723,607		$17,770,393
Manning & Napier Blended Asset Moderate Series - Class R6		9,021,970		96,805,738
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $114,787,018)				114,576,131
LIABILITIES, LESS OTHER ASSETS - (0.0%)##				(32,494	)
NET ASSETS - 100%			$	114,543,637
##Less than (0.1%).

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

33

Investment Portfolios - October 31, 2017

TARGET 2025 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 99.6%
Manning & Napier Blended Asset Extended Series - Class R6		2,369,434	$	24,428,863
Manning & Napier Blended Asset Moderate Series - Class R6		1,473,636		15,812,118
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $40,313,908)				40,240,981
OTHER ASSETS, LESS LIABILITIES - 0.4%				171,811
NET ASSETS - 100%			$	40,412,792
TARGET 2030 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Extended Series - Class R6		11,555,674	$	119,139,003
Manning & Napier Blended Asset Maximum Series - Class R6		1,943,669		22,546,555
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $141,889,900)				141,685,558
LIABILITIES, LESS OTHER ASSETS - (0.0%)##				(53,299	)
NET ASSETS - 100%			$	141,632,259
##Less than (0.1%).
TARGET 2035 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Extended Series - Class R6		1,490,358	$	15,365,587
Manning & Napier Blended Asset Maximum Series - Class R6		944,105		10,951,620
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $26,334,544)				26,317,207
LIABILITIES, LESS OTHER ASSETS - (0.0%)##				(323	)
NET ASSETS - 100%			$	26,316,884
##Less than (0.1%).

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

34

Investment Portfolios - October 31, 2017

TARGET 2040 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Extended Series - Class R6		2,722,164	$	28,065,508
Manning & Napier Blended Asset Maximum Series - Class R6		4,824,370		55,962,686
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $84,030,740)				84,028,194
LIABILITIES, LESS OTHER ASSETS - (0.0%)##				(24,570	)
NET ASSETS - 100%			$	84,003,624
##Less than (0.1%).
TARGET 2045 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Extended Series - Class R6		144,835	$	1,493,246
Manning & Napier Blended Asset Maximum Series - Class R6		1,241,161		14,397,470
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $15,880,904)				15,890,716
OTHER ASSETS, LESS LIABILITIES - 0.0%##				3,032
NET ASSETS - 100%			$	15,893,748
##Less than 0.1%.
TARGET 2050 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 100.0%
Manning & Napier Blended Asset Maximum Series - Class R6		3,050,798	$	35,389,255
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $35,356,792)				35,389,255
LIABILITIES, LESS OTHER ASSETS - (0.0%)##				(8,400	)
NET ASSETS - 100%			$	35,380,855
##Less than (0.1%).

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

35

Investment Portfolios - October 31, 2017

TARGET 2055 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 99.9%
Manning & Napier Blended Asset Maximum Series - Class R6		580,717	$	6,736,319
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $6,730,303)				6,736,319
OTHER ASSETS, LESS LIABILITIES - 0.1%				7,503
NET ASSETS - 100%			$	6,743,822
TARGET 2060 SERIES	SHARES		VALUE (NOTE 2)
AFFILIATED INVESTMENT COMPANIES - 99.7%
Manning & Napier Blended Asset Maximum Series - Class R6		398,162	$	4,618,675
TOTAL AFFILIATED INVESTMENT COMPANIES
(Identified Cost $4,614,492)				4,618,675
OTHER ASSETS, LESS LIABILITIES - 0.3%				15,797
NET ASSETS - 100%			$	4,634,472

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

36

Statements of Assets and Liabilities

October 31, 2017

	TARGET INCOME			TARGET 2015			TARGET 2020			TARGET 2025			TARGET 2030
ASSETS:
Total investments in Underlying Series:
At value*	$	98,989,721		$	4,558,377		$	114,576,131		$	40,240,981		$	141,685,558
Receivable from Advisor (Note 3)		24,106			24,556			22,677			28,211			21,830
Receivable for shares of Underlying Series sold		13,436			—			77,409			—			42,524
Receivable for fund shares sold		81,076			1,435			9,339			226,071			70,357
Prepaid expenses		12,744			16,180			12,442			19,936			11,955
TOTAL ASSETS		99,121,083			4,600,548			114,697,998			40,515,199			141,832,224
LIABILITIES:
Accrued distribution and service (Rule 12b-1) fees (Note 3)		20,810			905			19,315			10,423			24,504
Accrued fund accounting and administration fees (Note 3)		16,463			15,787			16,668			16,026			16,830
Accrued Chief Compliance Officer service fees (Note 3)		306			306			306			306			306
Payable for fund shares repurchased		94,512			30			86,071			379			121,494
Audit fees payable		13,460			13,460			13,460			13,460			13,460
Accrued sub transfer agent fees		5,600			323			7,378			1,342			9,325
Accrued transfer agent fees		4,906			435			4,262			5,175			6,300
Custodian fees payable		1,152			2,376			2,328			2,376			2,328
Payable for shares of Underlying Series purchased		—			884			—			51,324			—
Other payables and accrued expenses		2,975			330			4,573			1,596			5,418
TOTAL LIABILITIES		160,184			34,836			154,361			102,407			199,965
TOTAL NET ASSETS	$	98,960,899		$	4,565,712		$	114,543,637		$	40,412,792		$	141,632,259
NET ASSETS CONSIST OF:
Capital stock		100,241			4,096			121,795			33,745			148,550
Additional paid-in-capital		99,373,535			4,996,728			116,866,757			40,411,797			143,199,983
Undistributed net investment income		69,715			5,301			95,605			16,400			113,350
Accumulated net realized gain (loss) on Underlying Series		(407,788	)		(431,989	)		(2,329,633	)		23,777			(1,625,282	)
Net unrealized appreciation (depreciation) on Underlying Series		(174,804	)		(8,424	)		(210,887	)		(72,927	)		(204,342	)
TOTAL NET ASSETS	$	98,960,899		$	4,565,712		$	114,543,637		$	40,412,792		$	141,632,259
Class K
Net Assets	$	80,785,776		$	4,196,276		$	70,631,657		$	25,591,490		$	89,017,581
Shares Outstanding		8,175,715			376,579			7,510,795			2,138,362			9,354,881
Net Asset Value, Offering Price, and Redemption Price per share	$	9.88		$	11.14		$	9.40		$	11.97		$	9.52
Class R
Net Assets	$	9,910,109		$	40,188		$	10,850,735		$	12,693,242		$	14,499,730
Shares Outstanding		1,015,300			3,559			1,169,244			1,057,829			1,537,170
Net Asset Value, Offering Price, and Redemption Price per share	$	9.76		$	11.29		$	9.28		$	12.00		$	9.43
Class I
Net Assets	$	8,260,019		$	324,253		$	33,056,250		$	2,123,065		$	38,109,951
Shares Outstanding		832,535			28,975			3,498,933			177,861			3,962,473
Net Asset Value, Offering Price, and Redemption Price per share	$	9.92		$	11.19		$	9.45		$	11.94		$	9.62
Class R6
Net Assets	$	4,995		$	4,995		$	4,995		$	4,995		$	4,997
Shares Outstanding		504			446			529			418			520
Net Asset Value, Offering Price, and Redemption Price per share	$	9.92	1	$	11.19	1	$	9.45	1	$	11.94	1	$	9.61
*At identified cost	$	99,164,525		$	4,566,801		$	114,787,018		$	40,313,908		$	141,889,900

¹ The net asset values of the Class R6 Shares of the Manning & Napier Target Income Series, Target 2015 Series, Target 2020 Series & Target 2025 Series’ net asset value were calculated using unrounded net assets of $4,995.32, $4,995.28, $4,995.23 & $4,995.11 divided by the unrounded shares outstanding of 503.525, 446.429, 528.541 & 418.410, respectively.

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

37

Statements of Assets and Liabilities

October 31, 2017

	TARGET 2035			TARGET 2040			TARGET 2045			TARGET 2050			TARGET 2055			TARGET 2060
ASSETS:
Total investments in Underlying Series:
At value*	$	26,317,207		$	84,028,194		$	15,890,716		$	35,389,255		$	6,736,319		$	4,618,675
Receivable from Advisor (Note 3)		27,215			23,712			26,921			24,666			26,867			27,753
Receivable for shares of Underlying Series sold		3,174			—			—			14,350			—			—
Receivable for fund shares sold		18,978			96,429			23,062			34,847			33,218			127,742
Prepaid expenses		17,053			11,322			16,369			11,113			16,274			21,510
TOTAL ASSETS		26,383,627			84,159,657			15,957,068			35,474,231			6,812,678			4,795,680
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		15,939			16,390			15,864			16,014			15,798			15,776
Accrued distribution and service (Rule 12b-1) fees (Note 3)		6,590			14,173			3,946			5,187			1,811			1,137
Accrued Chief Compliance Officer service fees (Note 3).		306			306			306			306			306			306
Payable for fund shares repurchased		21,696			5,098			107			48,449			87			—
Audit fees payable		13,460			13,460			13,460			13,460			13,460			13,460
Accrued transfer agent fees		3,871			4,139			3,525			4,344			3,333			2,699
Custodian fees payable		2,376			2,376			2,400			1,165			1,164			—
Payable for shares of Underlying Series purchased		—			90,984			21,938			—			31,943			127,197
Accrued sub transfer agent fees		1,167			5,631			822			2,435			299			221
Other payables and accrued expenses		1,338			3,476			952			2,016			655			412
TOTAL LIABILITIES		66,743			156,033			63,320			93,376			68,856			161,208
TOTAL NET ASSETS	$	26,316,884		$	84,003,624		$	15,893,748		$	35,380,855		$	6,743,822		$	4,634,472
NET ASSETS CONSIST OF:
Capital stock		20,771			83,776			11,842			32,006			4,987			3,724
Additional paid-in-capital		25,925,752			82,241,919			14,981,860			32,652,572			6,104,498			4,089,376
Undistributed net investment income		19,131			60,344			10,829			27,627			4,964			524
Accumulated net realized gain on Underlying Series		368,567			1,620,131			879,405			2,636,187			623,357			536,665
Net unrealized appreciation (depreciation) on Underlying
Series		(17,337	)		(2,546	)		9,812			32,463			6,016			4,183
TOTAL NET ASSETS	$	26,316,884		$	84,003,624		$	15,893,748		$	35,380,855		$	6,743,822		$	4,634,472
Class K
Net Assets	$	18,235,206		$	52,396,619		$	9,794,824		$	18,666,810		$	4,141,045		$	3,283,562
Shares Outstanding		1,440,935			5,234,090			728,668			1,691,795			305,184			263,757
Net Asset Value, Offering Price, and Redemption Price per share	$	12.66		$	10.01		$	13.44		$	11.03		$	13.57		$	12.45
Class R
Net Assets	$	7,112,482		$	7,946,098		$	4,732,735		$	3,344,561		$	2,388,008		$	1,242,319
Shares Outstanding		559,934			800,162			354,153			306,551			177,857			99,954
Net Asset Value, Offering Price, and Redemption Price per share	$	12.70		$	9.93		$	13.36		$	10.91		$	13.43		$	12.43
Class I
Net Assets	$	964,195		$	23,655,903		$	1,361,182		$	13,364,476		$	209,760		$	103,582
Shares Outstanding		75,866			2,342,859			101,010			1,201,785			15,313			8,312
Net Asset Value, Offering Price, and Redemption Price per share	$	12.71		$	10.10		$	13.48		$	11.12		$	13.70		$	12.46
Class R6
Net Assets	$	5,001		$	5,004		$	5,007		$	5,008		$	5,009		$	5,009
Shares Outstanding		393			496			371			451			365			402
Net Asset Value, Offering Price, and Redemption Price per share	$	12.71	1	$	10.10	1	$	13.48	1	$	11.12	1	$	13.70	1	$	12.46
*At identified cost	$	26,334,544		$	84,030,740		$	15,880,904		$	35,356,792		$	6,730,303		$	4,614,492

¹ The net asset values of the Class R6 Shares of the Manning & Napier Target 2035 Series, Target 2040 Series, Target 2045 Series, Target 2050 Series & Target 2055 Series’ net asset value were calculated using unrounded net assets of $5,000.65, $5,004.05, $5,007.25, $5,008.54 & $5,008.55 divided by the unrounded shares outstanding of 393.391, 495.540, 371.471, 450.450 & 365.497, respectively.

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

38

Statements of Operations

For the Year Ended October 31, 2017

	TARGET INCOME			TARGET 2015			TARGET 2020			TARGET 2025			TARGET 2030
INVESTMENT INCOME:
Income distributions from Underlying Series	$	1,464,538		$	91,094		$	1,746,903		$	425,057		$	1,742,845
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K)(Note 3)		172,002			9,029			191,799			41,441			205,310
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		17,563			432			31,767			22,774			44,455
Fund accounting and administration fees (Note 3)		49,190			47,152			50,626			47,915			50,910
Transfer agent fees (Note 3)		8,207			1,182			7,948			7,515			12,577
Sub transfer agent fees (Note 3)		5,601			323			7,378			1,341			9,324
Directors’ fees (Note 3)		5,261			321			8,412			1,700			9,123
Chief Compliance Officer service fees (Note 3)		3,897			3,887			3,905			3,891			3,907
Registration and filing fees		56,387			54,684			57,378			56,778			57,381
Audit fees		19,472			19,224			19,769			19,326			19,809
Custodian fees		2,264			3,847			4,617			4,031			4,753
Miscellaneous		16,935			8,073			20,561			12,334			24,536
Total Expenses		356,779			148,154			404,160			219,046			442,085
Less reduction of expenses (Note 3)		(120,287	)		(135,553	)		(110,510	)		(137,471	)		(113,862	)
Net Expenses		236,492			12,601			293,650			81,575			328,223
NET INVESTMENT INCOME		1,228,046			78,493			1,453,253			343,482			1,414,622
REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized gain (loss) on Underlying Series		1,566,264			367,523			3,855,178			2,781,375			5,442,759
Distributions of realized gains from Underlying Series		177,420			96,932			2,459,609			509,957			2,854,246
Net change in unrealized appreciation (depreciation) on Underlying Series		2,571,384			(112,149	)		3,295,573			(498,082	)		6,774,360
NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		4,315,068			352,306			9,610,360			2,793,250			15,071,365
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,543,114		$	430,799		$	11,063,613		$	3,136,732		$	16,485,987

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

39

Statements of Operations

For the Year Ended October 31, 2017

	TARGET 2035			TARGET 2040			TARGET 2045			TARGET 2050			TARGET 2055			TARGET 2060
INVESTMENT INCOME:
Income distributions from Underlying Series	$	281,885		$	770,748		$	114,356		$	239,964		$	50,878		$	17,357
EXPENSES:
Distribution and services (Rule 12b-1) fees (Class K) (Note 3)		35,323			138,222			19,580			41,830			7,552			5,258
Distribution and services (Rule 12b-1) fees (Class R) (Note 3)		13,483			26,098			9,937			12,313			4,757			1,931
Fund accounting and administration fees (Note 3)		47,770			49,502			47,503			47,933			47,317			47,116
Transfer agent fees (Note 3)		5,922			8,133			5,589			8,889			5,270			3,652
Chief Compliance Officer service fees (Note 3)		3,890			3,898			3,888			3,891			3,887			3,878
Directors’ fees (Note 3)		1,383			5,778			781			2,138			339			146
Sub transfer agent fees (Note 3)		1,167			5,632			822			2,435			299			220
Registration and filing fees		55,446			56,918			54,861			56,079			54,625			54,538
Audit fees		19,307			19,598			19,256			19,325			19,224			19,147
Custodian fees		3,839			4,562			3,840			2,171			1,773			20
Miscellaneous		11,583			17,026			10,432			13,155			9,364			8,017
Total Expenses		199,113			335,367			176,489			210,159			154,407			143,923
Less reduction of expenses (Note 3)		(136,425	)		(122,063	)		(138,965	)		(137,237	)		(138,577	)		(135,235	)
Net Expenses		62,688			213,304			37,524			72,922			15,830			8,688
NET INVESTMENT INCOME		219,197			557,444			76,832			167,042			35,048			8,669
REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES:
Net realized gain (loss) on Underlying Series		1,504,119			7,527,200			1,738,410			4,841,813			965,931			490,147
Distributions of realized gains from Underlying Series		629,154			2,704,575			478,562			1,133,284			217,817			59,549
Net change in unrealized appreciation (depreciation) on Underlying Series		1,183,536			2,613,161			119,733			(353,000	)		(62,324	)		(117,924	)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON UNDERLYING SERIES		3,316,809			12,844,936			2,336,705			5,622,097			1,121,424			431,772
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	3,536,006		$	13,402,380		$	2,413,537		$	5,789,139		$	1,156,472		$	440,441

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

40

Statements of Changes in Net Assets

	TARGET INCOME FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16			TARGET 2015 FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,228,046		$	1,671,089		$	78,493		$	90,745
Net realized gain (loss) on Underlying Series		1,566,264			(1,950,268	)		367,523			(702,369	)
Distributions of realized gains from Underlying Series		177,420			—			96,932			29,656
Net change in unrealized appreciation (depreciation) on Underlying Series		2,571,384			2,394,966			(112,149	)		698,809
Net increase (decrease) from operations		5,543,114			2,115,787			430,799			116,841
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(995,759	)		(1,177,084	)		(47,515	)		(36,105	)
From net investment income (Class R)		(26,587	)		(29,658	)		(72	)		(7,147	)
From net investment income (Class I)		(212,436	)		(439,125	)		(42,420	)		(49,708	)
From net realized gain on investments (Class K)		—			(2,870,405	)		—			(238,125	)
From net realized gain on investments (Class R)		—			(90,931	)		—			(59,085	)
From net realized gain on investments (Class I)		—			(1,015,587	)		—			(289,064	)
Total distributions to shareholders		(1,234,782	)		(5,622,790	)		(90,007	)		(679,234	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		16,826,923			(14,457,731	)		(2,508,194	)		(2,171,713	)
Net increase (decrease) in net assets		21,135,255			(17,964,734	)		(2,167,402	)		(2,734,106	)
NET ASSETS:
Beginning of year		77,825,644			95,790,378			6,733,114			9,467,220
End of year1	$	98,960,899		$	77,825,644		$	4,565,712		$	6,733,114
1 Including undistributed net investment income:	$	69,715		$	76,451		$	5,301		$	4,188

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

41

Statements of Changes in Net Assets

	TARGET 2020 FOR THE			FOR THE			TARGET 2025 FOR THE			FOR THE			TARGET 2030 FOR THE			FOR THE
	YEAR ENDED 10/31/17			YEAR ENDED 10/31/16			YEAR ENDED 10/31/17			YEAR ENDED 10/31/16			YEAR ENDED 10/31/17			YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	1,453,253		$	1,861,659		$	343,482		$	361,841		$	1,414,622		$	1,725,773
Net realized gain (loss) on Underlying Series		3,855,178			(8,267,474	)		2,781,375			(3,094,830	)		5,442,759			(11,760,790	)
Distributions of realized gains from Underlying Series		2,459,609			1,398,360			509,957			674,326			2,854,246			3,660,337
Net change in unrealized appreciation (depreciation) on Underlying Series		3,295,573			8,448,277			(498,082	)		3,035,783			6,774,360			10,871,121
Net increase (decrease) from operations		11,063,613			3,440,822			3,136,732			977,120			16,485,987			4,496,441
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(1,051,197	)		(859,530	)		(204,189	)		(134,175	)		(1,172,112	)		(760,569	)
From net investment income (Class R)		(56,852	)		(59,142	)		(27,133	)		(18,283	)		(87,689	)		(73,121	)
From net investment income (Class I)		(750,355	)		(956,387	)		(244,222	)		(212,332	)		(903,645	)		(914,051	)
From net realized gain on investments (Class K)		—			(6,912,732	)		—			(918,204	)		—			(10,610,704	)
From net realized gain on investments (Class R)		—			(656,604	)		—			(162,864	)		—			(1,437,863	)
From net realized gain on investments (Class I)		—			(6,366,878	)		—			(1,221,422	)		—			(10,036,065	)
Total distributions to shareholders		(1,858,404	)		(15,811,273	)		(475,544	)		(2,667,280	)		(2,163,446	)		(23,832,373	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		(24,644,386	)		(20,792,232	)		7,316,471			2,590,046			(13,600,340	)		(5,908,398	)
Net increase (decrease) in net assets		(15,439,177	)		(33,162,683	)		9,977,659			899,886			722,201			(25,244,330	)
NET ASSETS:
Beginning of year		129,982,814			163,145,497			30,435,133			29,535,247			140,910,058			166,154,388
End of year1	$	114,543,637		$	129,982,814		$	40,412,792		$	30,435,133		$	141,632,259		$	140,910,058
1 Including undistributed net investment income:	$	95,605		$	97,424		$	16,400		$	19,131		$	113,350		$	93,068

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

42

Statements of Changes in Net Assets

	TARGET 2035 FOR THE YEAR			FOR THE YEAR			TARGET 2040 FOR THE YEAR			FOR THE YEAR			TARGET 2045 FOR THE YEAR			FOR THE YEAR
	ENDED 10/31/17			ENDED 10/31/16			ENDED 10/31/17			ENDED 10/31/16			ENDED 10/31/17			ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	219,197		$	192,030		$	557,444		$	693,353		$	76,832		$	50,135
Net realized gain (loss) on Underlying Series		1,504,119			(1,120,019	)		7,527,200			(8,297,269	)		1,738,410			(819,492	)
Distributions of realized gains from Underlying Series		629,154			465,095			2,704,575			2,016,154			478,562			185,038
Net change in unrealized appreciation (depreciation) on Underlying Series		1,183,536			1,273,030			2,613,161			8,501,568			119,733			1,068,995
Net increase (decrease) from operations		3,536,006			810,136			13,402,380			2,913,806			2,413,537			484,676
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(164,395	)		(75,719	)		(675,356	)		(321,268	)		(80,909	)		(18,391	)
From net investment income (Class R)		(15,877	)		(12,767	)		(47,294	)		(16,732	)		(10,534	)		(3,973	)
From net investment income (Class I)		(181,228	)		(108,923	)		(418,483	)		(374,152	)		(76,897	)		(30,663	)
From net realized gain on investments (Class K)		(79,142	)		(911,580	)		—			(8,092,254	)		(91,638	)		(375,447	)
From net realized gain on investments (Class R)		(8,675	)		(233,282	)		—			(775,713	)		(14,335	)		(169,076	)
From net realized gain on investments (Class I)		(76,653	)		(1,053,646	)		—			(6,693,299	)		(76,758	)		(455,910	)
Total distributions to shareholders		(525,970	)		(2,395,917	)		(1,141,133	)		(16,273,418	)		(351,071	)		(1,053,460	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 6)		(1,949,831	)		4,533,222			(16,725,799	)		1,118,466			(241,049	)		4,703,817
Net increase (decrease) in net assets		1,060,205			2,947,441			(4,464,552	)		(12,241,146	)		1,821,417			4,135,033
NET ASSETS:
Beginning of year		25,256,679			22,309,238			88,468,176			100,709,322			14,072,331			9,937,298
End of year1	$	26,316,884		$	25,256,679		$	84,003,624		$	88,468,176		$	15,893,748		$	14,072,331
1 Including undistributed net investment income:	$	19,131		$	9,712		$	60,344		$	42,048		$	10,829		$	2,372

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

43

Statements of Changes in Net Assets

	TARGET 2050 FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16			TARGET 2055 FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16			TARGET 2060 FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	167,042		$	169,851		$	35,048		$	18,214		$	8,669		$	1,351
Net realized gain (loss) on Underlying Series		4,841,813			(2,957,734	)		965,931			(263,082	)		490,147			4,565
Distributions of realized gains from Underlying Series		1,133,284			613,752			217,817			63,005			59,549			3,288
Net change in unrealized appreciation (depreciation) on Underlying Series		(353,000	)		3,227,687			(62,324	)		360,723			(117,924	)		116,616
Net increase (decrease) from operations		5,789,139			1,053,556			1,156,472			178,860			440,441			125,820
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class K)		(179,577	)		(59,486	)		(28,911	)		(5,175	)		(17,972	)		(841	)
From net investment income (Class R)		(21,593	)		(3,714	)		(5,418	)		(988	)		(1,517	)		(231	)
From net investment income (Class I)		(190,175	)		(108,099	)		(41,404	)		(12,933	)		(933	)		(303	)
From net realized gain on investments (Class K)		—			(2,778,003	)		(28,665	)		(100,952	)		(7,607	)		—
From net realized gain on investments (Class R)		—			(407,411	)		(5,623	)		(39,465	)		(613	)		—
From net realized gain on investments (Class I)		—			(2,969,532	)		(34,348	)		(162,891	)		(329	)		—
Total distributions to shareholders		(391,345	)		(6,326,245	)		(144,369	)		(322,404	)		(28,971	)		(1,375	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 6)		(251,583	)		2,460,812			50,202			2,616,602			2,578,695			1,360,441
Net increase (decrease) in net assets		5,146,211			(2,811,877	)		1,062,305			2,473,058			2,990,165			1,484,886
NET ASSETS:
Beginning of year		30,234,644			33,046,521			5,681,517			3,208,459			1,644,307			159,421
End of year1	$	35,380,855		$	30,234,644		$	6,743,822		$	5,681,517		$	4,634,472		$	1,644,307
1 Including undistributed net investment income:	$	27,627		$	17,881		$	4,964		$	686		$	524		$	—

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

44

Financial Highlights

	FOR THE YEAR ENDED
TARGET INCOME SERIES CLASS K	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.39		$	9.72		$	10.84		$	11.00		$	10.86
Income (loss) from investment operations:
Net investment income1,2		0.14			0.17			0.15			0.18			0.18
Net realized and unrealized gain (loss) on investments		0.49			0.09			(0.29	)		0.37			0.63
Total from investment operations		0.63			0.26			(0.14	)		0.55			0.81
Less distributions to shareholders:
From net investment income		(0.14	)		(0.17	)		(0.28	)		(0.29	)		(0.24	)
From net realized gain on investments		—			(0.42	)		(0.70	)		(0.42	)		(0.43	)
Total distributions to shareholders		(0.14	)		(0.59	)		(0.98	)		(0.71	)		(0.67	)
Net asset value - End of year	$	9.88		$	9.39		$	9.72		$	10.84		$	11.00
Net assets - End of year (000’s omitted)	$	80,786		$	64,297		$	67,322		$	52,442		$	47,676
Total return3		6.85	%		2.97	%		(1.38	%)		5.35	%		7.83	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%4		0.30	%5		0.30	%6		0.30	%5		0.30	%5
Net investment income2		1.45	%		1.84	%		1.54	%		1.63	%		1.69	%
Series portfolio turnover7		133	%		6	%		16	%		15	%		14	%
*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:
		0.15%4			0.12	%5		0.16	%6		0.12	%5		0.16	%5
	FOR THE YEAR ENDED
TARGET INCOME SERIES CLASS R	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year): Net asset value - Beginning of year	$	9.28		$	9.61		$	10.71		$	10.89		$	10.76
Income (loss) from investment operations:
Net investment income1,2		0.05			0.19			0.21			0.15			0.07
Net realized and unrealized gain (loss) on investments		0.56			0.04			(0.38	)		0.36			0.70
Total from investment operations		0.61			0.23			(0.17	)		0.51			0.77
Less distributions to shareholders:
From net investment income		(0.13	)		(0.14	)		(0.23	)		(0.27	)		(0.21	)
From net realized gain on investments		—			(0.42	)		(0.70	)		(0.42	)		(0.43	)
Total distributions to shareholders		(0.13	)		(0.56	)		(0.93	)		(0.69	)		(0.64	)
Net asset value - End of year	$	9.76		$	9.28		$	9.61		$	10.71		$	10.89
Net assets - End of year (000’s omitted)	$	9,910		$	1,148		$	2,468		$	13,406		$	13,475
Total return3		6.68	%		2.69	%		(1.70	%)		5.00	%		7.52	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4		0.55	%5		0.55	%6		0.55	%5		0.55	%5
Net investment income2		0.57	%		2.07	%		2.05	%		1.40	%		0.66	%
Series portfolio turnover7		133	%		6	%		16	%		15	%		14	%
*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:
		0.15	%4		0.12	%5		0.16	%6		0.12	%5		0.14	%5

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.45% for Manning & Napier Blended Asset Conservative Series - Class R6.

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.68%.

⁷Reflects activity of the Series and does not include the activity of the Underlying Series.

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

45

Financial Highlights

	FOR THE YEAR ENDED
TARGET INCOME SERIES CLASS I	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.42		$	9.75		$	10.88		$	11.04		$	10.90
Income (loss) from investment operations:
Net investment income1,2		0.19			0.24			0.16			0.21			0.19
Net realized and unrealized gain (loss) on investments		0.48			0.04			(0.28	)		0.37			0.65
Total from investment operations		0.67			0.28			(0.12	)		0.58			0.84
Less distributions to shareholders:
From net investment income		(0.17	)		(0.19	)		(0.31	)		(0.32	)		(0.27	)
From net realized gain on investments		—			(0.42	)		(0.70	)		(0.42	)		(0.43	)
Total distributions to shareholders		(0.17	)		(0.61	)		(1.01	)		(0.74	)		(0.70	)
Net asset value - End of year	$	9.92		$	9.42		$	9.75		$	10.88		$	11.04
Net assets - End of year (000’s omitted)	$	8,260		$	12,380		$	26,000		$	11,610		$	11,271
Total return3		7.20	%		3.20	%		(1.21	%)		5.59	%		8.09	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.06	%4		0.05	%5		0.05	%6		0.05	%5		0.05	%5
Net investment income2		2.02	%		2.61	%		1.65	%		1.92	%		1.76	%
Series portfolio turnover7		133	%		6	%		16	%		15	%		14	%
*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:
		0.15%4			0.12	%5		0.16	%6		0.12	%5		0.16	%5

	FOR THE PERIOD
TARGET INCOME SERIES CLASS R6	10/16/178 TO 10/31/17
Per share data (for a share outstanding throughout the period): Net asset value - Beginning of period	$	9.93
Income (loss) from investment operations:
Net investment income (loss)9		—
Net realized and unrealized gain on Underlying Series		(0.01	)
Total from investment operations		(0.01	)
Net asset value - End of period	$	9.92
Net assets - End of period (000’s omitted)	$	5
Total return10		(0.10	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,11
Net investment loss		(0.05	%)4,11
Series portfolio turnover7		133	%
*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:
		0.15	%11

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.45% for Manning & Napier Blended Asset Conservative Series - Class R6.

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.68%.

⁷Reflects activity of the Series and does not include the activity of the Underlying Series.

⁸Commencement of operations.

⁹Calculated based on average shares outstanding during the period.

¹⁰Represents 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.

¹¹Annualized.

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

46

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2015 SERIES CLASS K	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.49		$	11.17		$	12.07		$	11.79		$	10.59
Income (loss) from investment operations:
Net investment income (loss)1,2		0.12			0.11			0.12			0.10			0.15
Net realized and unrealized gain (loss) on investments		0.68			0.13			(0.35	)		0.53			1.25
Total from investment operations		0.80			0.24			(0.23	)		0.63			1.40
Less distributions to shareholders:
From net investment income		(0.15	)		(0.12	)		(0.28	)		(0.26	)		(0.20	)
From net realized gain on investments		—			(0.80	)		(0.39	)		(0.09	)		—
Total distributions to shareholders		(0.15	)		(0.92	)		(0.67	)		(0.35	)		(0.20	)
Net asset value - End of year	$	11.14		$	10.49		$	11.17		$	12.07		$	11.79
Net assets - End of year (000’s omitted)	$	4,196		$	3,274		$	3,500		$	3,200		$	1,019
Total return3		7.70	%		2.58	%		(2.04	%)		5.45	%		13.45	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%4		0.30	%5		0.30	%6		0.30	%7		0.30	%7
Net investment income (loss)2		1.11	%		1.09	%		1.01	%		0.80	%		1.34	%
Series portfolio turnover8		139	%		49	%		46	%		46	%		50	%
*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:
		2.39%4			1.51	%5		1.14	%6		1.41	%7		6.06	%7
	FOR THE YEAR ENDED
TARGET 2015 SERIES CLASS R	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year): Net asset value - Beginning of year	$	10.51		$	11.19		$	12.09		$	11.81		$	10.59
Income (loss) from investment operations:
Net investment income (loss)1,2		0.13			0.09			0.12			0.07			0.01
Net realized and unrealized gain (loss) on investments		0.66			0.13			(0.39	)		0.53			1.39
Total from investment operations		0.79			0.22			(0.27	)		0.60			1.40
Less distributions to shareholders:
From net investment income		(0.01	)		(0.10	)		(0.24	)		(0.23	)		(0.18	)
From net realized gain on investments		—			(0.80	)		(0.39	)		(0.09	)		—
Total distributions to shareholders		(0.01	)		(0.90	)		(0.63	)		(0.32	)		(0.18	)
Net asset value - End of year	$	11.29		$	10.51		$	11.19		$	12.09		$	11.81
Net assets - End of year (000’s omitted)	$	40		$	802		$	839		$	1,587		$	1,015
Total return9		7.47	%		2.34	%		(2.37	%)		5.22	%		13.36	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4		0.55	%5		0.55	%6		0.55	%7		0.55	%7
Net investment income (loss)2		1.21	%		0.86	%		1.07	%		0.60	%		0.11	%
Series portfolio turnover8		139	%		49	%		46	%		46	%		50	%
*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:
		2.39	%4		1.51	%5		1.14	%6		1.47	%7		3.45	%7

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I, 0.83% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I, 0.45% for Manning & Napier Blended Asset Conservative Series - Class R6 and 0.50% for Manning & Napier Blended Asset Moderate Series - Class R6.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% 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 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹Represents 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.

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

47

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2015 SERIES CLASS I	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.53		$	11.21		$	12.11		$	11.83		$	10.61
Income (loss) from investment operations:
Net investment income1,2		0.20			0.16			0.15			0.14			0.11
Net realized and unrealized gain (loss) on investments		0.63			0.11			(0.35	)		0.51			1.32
Total from investment operations		0.83			0.27			(0.20	)		0.65			1.43
Less distributions to shareholders:
From net investment income		(0.17	)		(0.15	)		(0.31	)		(0.28	)		(0.21	)
From net realized gain on investments		—			(0.80	)		(0.39	)		(0.09	)		—
Total distributions to shareholders		(0.17	)		(0.95	)		(0.70	)		(0.37	)		(0.21	)
Net asset value - End of year	$	11.19		$	10.53		$	11.21		$	12.11		$	11.83
Net assets - End of year (000’s omitted)	$	324		$	2,657		$	5,129		$	4,785		$	3,619
Total return3		8.03	%		2.85	%		(1.78	%)		5.67	%		13.71	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%5		0.05	%6		0.05	%7		0.05	%7
Net investment income (loss)2		1.88	%		1.53	%		1.28	%		1.12	%		1.01	%
Series portfolio turnover8		139	%		49	%		46	%		46	%		50	%
*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:
		2.39%4			1.51	%5		1.14	%6		1.46	%7		4.09	%7

	FOR THE PERIOD
TARGET 2015 SERIES CLASS R6	10/16/179 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	11.20
Income (loss) from investment operations:
Net investment income (loss)10		—
Net realized and unrealized gain on Underlying Series		(0.01	)
Total from investment operations		(0.01	)
Net asset value - End of period	$	11.19
Net assets - End of period (000’s omitted)	$	5
Total return11		(0.09	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,12
Net investment loss		(0.05	%)12
Series portfolio turnover8		139	%
*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:
		2.39	%4,12

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I, 0.83% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I, 0.45% for Manning & Napier Blended Asset Conservative Series - Class R6 and 0.50% for Manning & Napier Blended Asset Moderate Series - Class R6.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratios of the Underlying Series were 0.67% for Manning & Napier Pro-Blend^® Conservative Term Series - Class I and 0.82% 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 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹Commencement of operations.

¹⁰Calculated based on average shares outstanding during the period.

¹¹Represents 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.

¹²Annualized.

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

48

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2020 SERIES CLASS K	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.75		$	9.45		$	10.77		$	10.79		$	9.89
Income (loss) from investment operations:
Net investment income1,2		0.09			0.09			0.11			0.11			0.12
Net realized and unrealized gain (loss) on investments		0.68			0.12			(0.33	)		0.51			1.33
Total from investment operations		0.77			0.21			(0.22	)		0.62			1.45
Less distributions to shareholders:
From net investment income		(0.12	)		(0.10	)		(0.28	)		(0.25	)		(0.20	)
From net realized gain on investments		—			(0.81	)		(0.82	)		(0.39	)		(0.35	)
Total distributions to shareholders		(0.12	)		(0.91	)		(1.10	)		(0.64	)		(0.55	)
Net asset value - End of year	$	9.40		$	8.75		$	9.45		$	10.77		$	10.79
Net assets - End of year (000’s omitted)	$	70,632		$	79,236		$	80,006		$	95,364		$	82,841
Total return3		8.91	%		2.83	%		(2.24	%)		6.14	%		15.43	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%4		0.30	%5		0.30	%6		0.30	%7		0.30	%7
Net investment income2		1.04	%		1.08	%		1.17	%		1.06	%		1.20	%
Series portfolio turnover8		118	%		16	%		42	%		37	%		19	%
*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%4			0.06	%5		0.04	%6		0.03	%7		0.05	%7
	FOR THE YEAR ENDED
TARGET 2020 SERIES CLASS R	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year): Net asset value - Beginning of year	$	8.64		$	9.34		$	10.60		$	10.66		$	9.78
Income (loss) from investment operations:
Net investment income1,2		0.06			0.09			0.12			0.09			0.09
Net realized and unrealized gain (loss) on investments		0.68			0.09			(0.32	)		0.47			1.32
Total from investment operations		0.74			0.18			(0.20	)		0.56			1.41
Less distributions to shareholders:
From net investment income		(0.10	)		(0.07	)		(0.24	)		(0.23	)		(0.18	)
From net realized gain on investments		—			(0.81	)		(0.82	)		(0.39	)		(0.35	)
Total distributions to shareholders		(0.10	)		(0.88	)		(1.06	)		(0.62	)		(0.53	)
Net asset value - End of year	$	9.28		$	8.64		$	9.34		$	10.60		$	10.66
Net assets - End of year (000’s omitted)	$	10,851		$	4,553		$	8,193		$	22,564		$	30,393
Total return3		8.69	%		2.56	%		(2.13	%)		5.55	%		15.07	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.56	%4		0.55	%5		0.55	%6		0.55	%7		0.55	%7
Net investment income2		0.63	%		1.04	%		1.24	%		0.83	%		0.85	%
Series portfolio turnover8		118	%		16	%		42	%		37	%		19	%
*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	%4		0.06	%5		0.04	%6		0.03	%7		0.05	%7

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.83% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 and 0.50% for Manning & Napier Blended Asset Moderate Series - Class R6.

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 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

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

49

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2020 SERIES CLASS I	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.79		$	9.50		$	10.81		$	10.83		$	9.93
Income (loss) from investment operations:
Net investment income1,2		0.13			0.13			0.13			0.16			0.14
Net realized and unrealized gain (loss) on investments		0.67			0.09			(0.31	)		0.49			1.34
Total from investment operations		0.80			0.22			(0.18	)		0.65			1.48
Less distributions to shareholders:
From net investment income		(0.14	)		(0.12	)		(0.31	)		(0.28	)		(0.23	)
From net realized gain on investments		—			(0.81	)		(0.82	)		(0.39	)		(0.35	)
Total distributions to shareholders		(0.14	)		(0.93	)		(1.13	)		(0.67	)		(0.58	)
Net asset value - End of year	$	9.45		$	8.79		$	9.50		$	10.81		$	10.83
Net assets - End of year (000’s omitted)	$	33,056		$	46,194		$	74,947		$	61,673		$	70,556
Total return3		9.28	%		2.97	%		(1.87	%)		6.37	%		15.65	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.06	%4		0.05	%5		0.05	%6		0.05	%7		0.05	%7
Net investment income2		1.44	%		1.55	%		1.33	%		1.48	%		1.34	%
Series portfolio turnover8		118	%		16	%		42	%		37	%		19	%
*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%4			0.06	%5		0.04	%6		0.03	%7		0.05	%7

	FOR THE PERIOD
TARGET 2020 SERIES CLASS R6	10/16/179 TO10/31/17
Per share data (for a share outstanding throughout the period): Net asset value - Beginning of period	$	9.46
Income from investment operations:
Net investment income10		—
Net realized and unrealized gain on Underlying Series		(0.01	)
Total from investment operations		(0.01	)
Net asset value - End of period	$	9.45
Net assets - End of period (000’s omitted)	$	5
Total return11		(0.11	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,12
Net investment loss		(0.05	%)12
Series portfolio turnover8		118	%
*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	%4,12

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.83% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 and 0.50% for Manning & Napier Blended Asset Moderate Series - Class R6.

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 0.81% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I and 0.82% for Manning & Napier Pro-Blend^® Extended Term Series - Class I.

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

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹Commencement of operations.

¹⁰Calculated based on average shares outstanding during the period.

¹¹Represents 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.

¹²Annualized.

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

50

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2025 SERIES CLASS K	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.02		$	11.82		$	13.01		$	12.50		$	10.77
Income (loss) from investment operations:
Net investment income1,2		0.10			0.12			0.12			0.09			0.09
Net realized and unrealized gain (loss) on investments		1.01			0.15			(0.40	)		0.80			1.85
Total from investment operations		1.11			0.27			(0.28	)		0.89			1.94
Less distributions to shareholders:
From net investment income		(0.16	)		(0.13	)		(0.43	)		(0.34	)		(0.21	)
From net realized gain on investments		—			(0.94	)		(0.48	)		(0.04	)		—
Total distributions to shareholders		(0.16	)		(1.07	)		(0.91	)		(0.38	)		(0.21	)
Net asset value - End of year	$	11.97		$	11.02		$	11.82		$	13.01		$	12.50
Net assets - End of year (000’s omitted)	$	25,591		$	13,381		$	11,896		$	7,501		$	710
Total return3		10.23	%		2.86	%		(2.31	%)		7.28	%		18.32	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%4		0.30	%5		0.30	%6		0.30	%7		0.30	%7
Net investment income (loss)2		0.86	%		1.08	%		1.01	%		0.66	%		0.80	%
Series portfolio turnover8		208	%		51	%		27	%		30	%		22	%
*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%4			0.33	%5		0.39	%6		0.59	%7		10.70	%7
	FOR THE YEAR ENDED
TARGET 2025 SERIES CLASS R	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year): Net asset value - Beginning of year	$	11.05		$	11.86		$	13.02		$	12.53		$	10.75
Income (loss) from investment operations:
Net investment income (loss)1,2		0.04			0.09			0.13			0.10			(0.01	)
Net realized and unrealized gain (loss) on investments		1.04			0.14			(0.43	)		0.75			1.98
Total from investment operations		1.08			0.23			(0.30	)		0.85			1.97
Less distributions to shareholders:
From net investment income		(0.13	)		(0.10	)		(0.38	)		(0.32	)		(0.19	)
From net realized gain on investments		—			(0.94	)		(0.48	)		(0.04	)		—
Total distributions to shareholders		(0.13	)		(1.04	)		(0.86	)		(0.36	)		(0.19	)
Net asset value - End of year	$	12.00		$	11.05		$	11.86		$	13.02		$	12.53
Net assets - End of year (000’s omitted)	$	12,693		$	1,671		$	2,101		$	3,799		$	1,540
Total return9		9.94	%		2.50	%		(2.44	%)		6.93	%		18.61	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4		0.55	%5		0.55	%6		0.55	%7		0.55	%7
Net investment income (loss)2		0.30	%		0.87	%		1.07	%		0.75	%		(0.10	%)
Series portfolio turnover8		208	%		51	%		27	%		30	%		22	%
*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	%4		0.33	%5		0.39	%6		0.62	%7		1.75	%7

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.83% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 and 0.50% for Manning & Napier Blended Asset Moderate Series - Class R6.

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^® Extended Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁹Represents 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.

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

51

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2025 SERIES CLASS I	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.99		$	11.80		$	12.98		$	12.47		$	10.77
Income (loss) from investment operations:
Net investment income1,2		0.19			0.15			0.16			0.16			0.12
Net realized and unrealized gain (loss) on investments		0.95			0.14			(0.40	)		0.75			1.81
Total from investment operations		1.14			0.29			(0.24	)		0.91			1.93
Less distributions to shareholders:
From net investment income		(0.19	)		(0.16	)		(0.46	)		(0.36	)		(0.23	)
From net realized gain on investments		—			(0.94	)		(0.48	)		(0.04	)		—
Total distributions to shareholders		(0.19	)		(1.10	)		(0.94	)		(0.40	)		(0.23	)
Net asset value - End of year	$	11.94		$	10.99		$	11.80		$	12.98		$	12.47
Net assets - End of year (000’s omitted)	$	2,123		$	15,384		$	15,539		$	13,046		$	9,373
Total return3		10.52	%		3.04	%		(2.00	%)		7.51	%		18.26	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%5		0.05	%6		0.05	%7		0.05	%7
Net investment income (loss)2		1.71	%		1.38	%		1.29	%		1.22	%		1.03	%
Series portfolio turnover8		208	%		51	%		27	%		30	%		22	%
*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%4			0.33	%5		0.39	%6		0.64	%7		1.43	%7

	FOR THE PERIOD
TARGET 2025 SERIES CLASS R6	10/16/179 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	11.95
Income (loss) from investment operations:
Net investment income (loss)10		—
Net realized and unrealized gain on Underlying Series		(0.01	)
Total from investment operations		(0.01	)
Net asset value - End of period	$	11.94
Net assets - End of period (000’s omitted)	$	5
Total return11		(0.08	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,12
Net investment loss		(0.05	%)12
Series portfolio turnover8		208	%
*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	%4,12

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.83% for Manning & Napier Pro-Blend^® Moderate Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 and 0.50% for Manning & Napier Blended Asset Moderate Series - Class R6.

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^® Extended Term Series - Class I and 0.83% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I.

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

⁹Commencement of operations.

¹⁰Calculated based on average shares outstanding during the period.

¹¹Represents 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.

¹²Annualized.

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

52

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2030 SERIES CLASS K	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.59		$	9.78		$	11.52		$	11.40		$	9.94
Income (loss) from investment operations:
Net investment income1,2		0.08			0.08			0.11			0.10			0.10
Net realized and unrealized gain (loss) on investments		0.98			0.13			(0.34	)		0.73			1.86
Total from investment operations		1.06			0.21			(0.23	)		0.83			1.96
Less distributions to shareholders:
From net investment income		(0.13	)		(0.09	)		(0.44	)		(0.35	)		(0.15	)
From net realized gain on investments		—			(1.31	)		(1.07	)		(0.36	)		(0.35	)
Total distributions to shareholders		(0.13	)		(1.40	)		(1.51	)		(0.71	)		(0.50	)
Net asset value - End of year	$	9.52		$	8.59		$	9.78		$	11.52		$	11.40
Net assets - End of year (000’s omitted)	$	89,018		$	79,527		$	79,169		$	118,788		$	91,676
Total return3		12.49	%		3.12	%		(2.33	%)		7.67	%		20.56	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%4		0.30	%5		0.30	%5		0.30	%6		0.30	%6
Net investment income2		0.89	%		0.94	%		1.11	%		0.87	%		0.90	%
Series portfolio turnover7		130	%		22	%		38	%		27	%		9	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.08	%4		0.06	%5		0.04	%5		0.03	%6		0.05	%6
	FOR THE YEAR ENDED
TARGET 2030 SERIES CLASS R	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.51		$	9.70		$	11.37		$	11.31		$	9.87
Income (loss) from investment operations:
Net investment income1,2		0.05			0.07			0.10			0.07			0.07
Net realized and unrealized gain (loss) on investments		0.98			0.12			(0.30	)		0.67			1.85
Total from investment operations		1.03			0.19			(0.20	)		0.74			1.92
Less distributions to shareholders:
From net investment income		(0.11	)		(0.07	)		(0.40	)		(0.32	)		(0.13	)
From net realized gain on investments		—			(1.31	)		(1.07	)		(0.36	)		(0.35	)
Total distributions to shareholders		(0.11	)		(1.38	)		(1.47	)		(0.68	)		(0.48	)
Net asset value - End of year	$	9.43		$	8.51		$	9.70		$	11.37		$	11.31
Net assets - End of year (000’s omitted)	$	14,500		$	7,832		$	11,115		$	20,894		$	28,034
Total return3		12.20	%		2.85	%		(2.11	%)		6.90	%		20.19	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.56	%4		0.55	%5		0.55	%5		0.55	%6		0.55	%6
Net investment income2		0.59	%		0.84	%		0.95	%		0.62	%		0.63	%
Series portfolio turnover7		130	%		22	%		38	%		27	%		9	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.08	%4		0.06	%5		0.04	%5		0.03	%6		0.05	%6

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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 0.83% 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 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% 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.

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

53

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2030 SERIES CLASS I	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.68		$	9.87		$	11.61		$	11.48		$	10.01
Income (loss) from investment operations:
Net investment income1,2		0.12			0.12			0.12			0.14			0.12
Net realized and unrealized gain (loss) on investments		0.97			0.11			(0.32	)		0.73			1.88
Total from investment operations		1.09			0.23			(0.20	)		0.87			2.00
Less distributions to shareholders:
From net investment income		(0.15	)		(0.11	)		(0.47	)		(0.38	)		(0.18	)
From net realized gain on investments		—			(1.31	)		(1.07	)		(0.36	)		(0.35	)
Total distributions to shareholders		(0.15	)		(1.42	)		(1.54	)		(0.74	)		(0.53	)
Net asset value - End of year	$	9.62		$	8.68		$	9.87		$	11.61		$	11.48
Net assets - End of year (000’s omitted)	$	38,110		$	53,551		$	75,870		$	58,075		$	63,662
Total return3		12.76	%		3.38	%		(2.02	%)		7.95	%		20.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.06	%4		0.05	%5		0.05	%5		0.05	%6		0.05	%6
Net investment income2		1.30	%		1.36	%		1.22	%		1.23	%		1.14	%
Series portfolio turnover7		130	%		22	%		38	%		27	%		9	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.08	%4		0.06	%5		0.04	%5		0.03	%6		0.05	%6

	FOR THE PERIOD
TARGET 2030 SERIES CLASS R6	10/16/178 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	9.62
Income (loss) from investment operations:
Net investment income (loss)9		—
Net realized and unrealized gain on Underlying Series		(0.01	)
Total from investment operations		(0.01	)
Net asset value - End of period	$	9.61
Net assets - End of period (000’s omitted)	$	5
Total return10		(0.10	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,11
Net investment loss		(0.05	%)11
Series portfolio turnover7		130	%
*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	%4,11

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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 0.83% 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 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% 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.

⁸Commencement of operations.

⁹Calculated based on average shares outstanding during the period.

¹⁰Represents 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.

¹¹Annualized.

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

54

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2035 SERIES CLASS K	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.30		$	12.32		$	13.71		$	13.22		$	10.92
Income (loss) from investment operations:
Net investment income (loss)1,2		0.08			0.08			0.11			0.06			0.08
Net realized and unrealized gain (loss) on investments		1.50			0.21			(0.38	)		0.99			2.35
Total from investment operations		1.58			0.29			(0.27	)		1.05			2.43
Less distributions to shareholders:
From net investment income		(0.15	)		(0.10	)		(0.61	)		(0.46	)		(0.13	)
From net realized gain on investments		(0.07	)		(1.21	)		(0.51	)		(0.10	)		—
Total distributions to shareholders		(0.22	)		(1.31	)		(1.12	)		(0.56	)		(0.13	)
Net asset value - End of year	$	12.66		$	11.30		$	12.32		$	13.71		$	13.22
Net assets - End of year (000’s omitted)	$	18,235		$	11,745		$	8,979		$	5,378		$	465
Total return3		14.32	%		3.13	%		(2.20	%)		8.17	%		22.42	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%4		0.30	%5		0.30	%5		0.30	%6		0.30	%6
Net investment income (loss)2		0.67	%		0.71	%		0.86	%		0.44	%		0.66	%
Series portfolio turnover7		173	%		22	%		26	%		24	%		18	%
*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:
		0.54	%4		0.43	%5		0.52	%5		0.83	%6		9.70	%6
	FOR THE YEAR ENDED
TARGET 2035 SERIES CLASS R	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.33		$	12.34		$	13.72		$	13.25		$	10.91
Income (loss) from investment operations:
Net investment income (loss)1,2		0.03			0.06			0.08			0.07			—	8
Net realized and unrealized gain (loss) on investments		1.52			0.21			(0.38	)		0.93			2.44
Total from investment operations		1.55			0.27			(0.30	)		1.00			2.44
Less distributions to shareholders:
From net investment income		(0.11	)		(0.07	)		(0.57	)		(0.43	)		(0.10	)
From net realized gain on investments		(0.07	)		(1.21	)		(0.51	)		(0.10	)		—
Total distributions to shareholders		(0.18	)		(1.28	)		(1.08	)		(0.53	)		(0.10	)
Net asset value - End of year	$	12.70		$	11.33		$	12.34		$	13.72		$	13.25
Net assets - End of year (000’s omitted)	$	7,112		$	2,057		$	2,337		$	2,911		$	1,172
Total return3		13.96	%		2.92	%		(2.44	%)		7.82	%		22.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4		0.55	%5		0.55	%5		0.55	%6		0.55	%6
Net investment income (loss)2		0.23	%		0.50	%		0.66	%		0.49	%		0.17	%
Series portfolio turnover7		173	%		22	%		26	%		24	%		18	%
*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:
		0.54	%4		0.43	%5		0.52	%5		0.88	%6		2.38	%6

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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 0.83% 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 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% 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.

⁸Less than $0.01.

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

55

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2035 SERIES CLASS I	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.35		$	12.36		$	13.75		$	13.25		$	10.92
Income (loss) from investment operations:
Net investment income1,2		0.16			0.11			0.14			0.12			0.09
Net realized and unrealized gain (loss) on investments		1.45			0.21			(0.38	)		0.96			2.38
Total from investment operations		1.61			0.32			(0.24	)		1.08			2.47
Less distributions to shareholders:
From net investment income		(0.18	)		(0.12	)		(0.64	)		(0.48	)		(0.14	)
From net realized gain on investments		(0.07	)		(1.21	)		(0.51	)		(0.10	)		—
Total distributions to shareholders		(0.25	)		(1.33	)		(1.15	)		(0.58	)		(0.14	)
Net asset value - End of year	$	12.71		$	11.35		$	12.36		$	13.75		$	13.25
Net assets - End of year (000’s omitted)	$	964		$	11,455		$	10,993		$	9,487		$	6,322
Total return3		14.53	%		3.45	%		(1.98	%)		8.43	%		22.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%5		0.05	%5		0.05	%6		0.05	%6
Net investment income (loss)2		1.37	%		1.01	%		1.07	%		0.88	%		0.75	%
Series portfolio turnover7		173	%		22	%		26	%		24	%		18	%
*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:
		0.54	%4		0.43	%5		0.52	%5		0.91	%6		2.40	%6

	FOR THE PERIOD
TARGET 2035 SERIES CLASS R6	10/16/178 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	12.71
Income (loss) from investment operations:
Net investment loss9		—
Net realized and unrealized gain on Underlying Series		—
Total from investment operations		—
Net asset value - End of period	$	12.71
Net assets - End of period (000’s omitted)	$	5
Total return10		0.00	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,11
Net investment loss		(0.05	%)11
Series portfolio turnover7		173	%
*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:
		0.54	%4,11

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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 0.83% 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 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% 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.

⁸Commencement of operations.

⁹Calculated based on average shares outstanding during the period.

¹⁰Represents 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.

¹¹Annualized.

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

56

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2040 SERIES CLASS K	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.73		$	10.13		$	12.50		$	12.47		$	10.29
Income (loss) from investment operations:
Net investment income1,2		0.05			0.05			0.09			0.07			0.06
Net realized and unrealized gain (loss) on investments		1.34			0.16			(0.32	)		0.94			2.43
Total from investment operations		1.39			0.21			(0.23	)		1.01			2.49
Less distributions to shareholders:
From net investment income		(0.11	)		(0.06	)		(0.61	)		(0.48	)		(0.07	)
From net realized gain on investments		—			(1.55	)		(1.53	)		(0.50	)		(0.24	)
Total distributions to shareholders		(0.11	)		(1.61	)		(2.14	)		(0.98	)		(0.31	)
Net asset value - End of year	$	10.01		$	8.73		$	10.13		$	12.50		$	12.47
Net assets - End of year (000’s omitted)	$	52,397		$	55,920		$	51,931		$	83,655		$	67,576
Total return3		16.08	%		3.24	%		(2.30	%)		8.61	%		24.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%4		0.30	%5		0.30	%5		0.30	%6		0.30	%6
Net investment income2		0.54	%		0.57	%		0.80	%		0.54	%		0.49	%
Series portfolio turnover7		127	%		26	%		45	%		22	%		13	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.14	%4		0.10	%5		0.08	%5		0.06	%6		0.09	%6
	FOR THE YEAR ENDED
TARGET 2040 SERIES CLASS R	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.66		$	10.06		$	12.33		$	12.39		$	10.22
Income (loss) from investment operations:
Net investment income1,2		0.02			0.03			0.07			0.03			0.02
Net realized and unrealized gain (loss) on investments		1.34			0.15			(0.24	)		0.86			2.42
Total from investment operations		1.36			0.18			(0.17	)		0.89			2.44
Less distributions to shareholders:
From net investment income		(0.09	)		(0.03	)		(0.57	)		(0.45	)		(0.03	)
From net realized gain on investments		—			(1.55	)		(1.53	)		(0.50	)		(0.24	)
Total distributions to shareholders		(0.09	)		(1.58	)		(2.10	)		(0.95	)		(0.27	)
Net asset value - End of year	$	9.93		$	8.66		$	10.06		$	12.33		$	12.39
Net assets - End of year (000’s omitted)	$	7,946		$	4,653		$	5,226		$	10,469		$	15,993
Total return3		15.83	%		2.94	%		(1.91	%)		7.60	%		24.50	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.56	%4		0.55	%5		0.55	%5		0.55	%6		0.55	%6
Net investment income2		0.25	%		0.36	%		0.62	%		0.23	%		0.20	%
Series portfolio turnover7		127	%		26	%		45	%		22	%		13	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.14	%4		0.10	%5		0.08	%5		0.06	%6		0.09	%6

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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 0.83% 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 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% 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.

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

57

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2040 SERIES CLASS I	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	8.81		$	10.20		$	12.58		$	12.55		$	10.35
Income (loss) from investment operations:
Net investment income1,2		0.09			0.09			0.10			0.10			0.08
Net realized and unrealized gain (loss) on investments		1.33			0.15			(0.30	)		0.94			2.45
Total from investment operations		1.42			0.24			(0.20	)		1.04			2.53
Less distributions to shareholders:
From net investment income		(0.13	)		(0.08	)		(0.65	)		(0.51	)		(0.09	)
From net realized gain on investments		—			(1.55	)		(1.53	)		(0.50	)		(0.24	)
Total distributions to shareholders		(0.13	)		(1.63	)		(2.18	)		(1.01	)		(0.33	)
Net asset value - End of year	$	10.10		$	8.81		$	10.20		$	12.58		$	12.55
Net assets - End of year (000’s omitted)	$	23,656		$	27,895		$	43,552		$	32,952		$	33,545
Total return3		16.36	%		3.60	%		(2.08	%)		8.81	%		25.16	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.06	%4		0.05	%5		0.05	%5		0.05	%6		0.05	%6
Net investment income2		0.91	%		0.99	%		0.96	%		0.79	%		0.71	%
Series portfolio turnover7		127	%		26	%		45	%		22	%		13	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.14	%4		0.10	%5		0.08	%5		0.06	%6		0.09	%6

	FOR THE PERIOD
TARGET 2040 SERIES CLASS R6	10/16/178 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	10.09
Income (loss) from investment operations:
Net investment income (loss)9		—
Net realized and unrealized gain (loss) on Underlying Series		0.01
Total from investment operations		0.01
Net asset value - End of period	$	10.10
Net assets - End of period (000’s omitted)	$	5
Total return10		0.10	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,11
Net investment loss		(0.05	%)11
Series portfolio turnover7		127	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.14	%4,11

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series - Class R6 and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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 0.83% 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 0.81% for Manning & Napier Pro-Blend^® Extended Term Series - Class I and 0.82% 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.

⁸Commencement of operations.

⁹Calculated based on average shares outstanding during the period.

¹⁰Represents 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.

¹¹Annualized.

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

58

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2045 SERIES CLASS K	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.69		$	12.71		$	14.32		$	13.73		$	11.01
Income (loss) from investment operations:
Net investment income (loss)1,2		0.05			0.04			0.08			0.03			0.03
Net realized and unrealized gain (loss) on investments		1.99			0.28			(0.34	)		1.15			2.74
Total from investment operations		2.04			0.32			(0.26	)		1.18			2.77
Less distributions to shareholders:
From net investment income		(0.13	)		(0.06	)		(0.77	)		(0.52	)		(0.05	)
From net realized gain on investments		(0.16	)		(1.28	)		(0.58	)		(0.07	)		—
Total distributions to shareholders		(0.29	)		(1.34	)		(1.35	)		(0.59	)		(0.05	)
Net asset value - End of year	$	13.44		$	11.69		$	12.71		$	14.32		$	13.73
Net assets - End of year (000’s omitted)	$	9,795		$	6,793		$	3,812		$	3,041		$	234
Total return3		17.87	%		3.26	%		(2.10	%)		8.90	%		25.23	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%4		0.30	%5		0.30	%6		0.30	%7		0.30	%7
Net investment income (loss)2		0.43	%		0.33	%		0.58	%		0.23	%		0.26	%
Series portfolio turnover8		175	%		26	%		28	%		48	%		20	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.97%4			0.89	%5		1.21	%6		1.95	%7		17.80	%7
	FOR THE YEAR ENDED
TARGET 2045 SERIES CLASS R	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.62		$	12.64		$	14.25		$	13.66		$	10.99
Income (loss) from investment operations:
Net investment income (loss)1,2		0.01			0.02			0.05			0.02			0.01
Net realized and unrealized gain (loss) on investments		1.99			0.27			(0.35	)		1.13			2.71
Total from investment operations		2.00			0.29			(0.30	)		1.15			2.72
Less distributions to shareholders:
From net investment income		(0.10	)		(0.03	)		(0.73	)		(0.49	)		(0.05	)
From net realized gain on investments		(0.16	)		(1.28	)		(0.58	)		(0.07	)		—
Total distributions to shareholders		(0.26	)		(1.31	)		(1.31	)		(0.56	)		(0.05	)
Net asset value - End of year	$	13.36		$	11.62		$	12.64		$	14.25		$	13.66
Net assets - End of year (000’s omitted)	$	4,733		$	1,731		$	1,631		$	1,825		$	618
Total return3		17.52	%		3.04	%		(2.41	%)		8.71	%		24.87	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4		0.55	%5		0.55	%6		0.55	%7		0.55	%7
Net investment income (loss)2		0.10	%		0.14	%		0.36	%		0.12	%		0.11	%
Series portfolio turnover8		175	%		26	%		28	%		48	%		20	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.97	%4		0.89	%5		1.21	%6		2.06	%7		9.07	%7

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series -Class R6 and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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 0.83% 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 ratio of the Underlying Series was 0.83%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

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

59

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2045 SERIES CLASS I	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.71		$	12.73		$	14.35		$	13.75		$	11.01
Income (loss) from investment operations:
Net investment income1,2		0.11			0.07			0.11			0.08			0.06
Net realized and unrealized gain (loss) on investments		1.98			0.99			(0.35	)		1.14			2.74
Total from investment operations		2.09			1.06			(0.24	)		1.22			2.80
Less distributions to shareholders:
From net investment income		(0.16	)		(0.80	)		(0.80	)		(0.55	)		(0.06	)
From net realized gain on investments		(0.16	)		(1.28	)		(0.58	)		(0.07	)		—
Total distributions to shareholders		(0.32	)		(2.08	)		(1.38	)		(0.62	)		(0.06	)
Net asset value - End of year	$	13.48		$	11.71		$	12.73		$	14.35		$	13.75
Net assets - End of year (000’s omitted)	$	1,361		$	5,548		$	4,494		$	2,894		$	1,983
Total return3		18.29	%		3.49	%		(1.92	%)		9.15	%		25.58	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4		0.05	%5		0.05	%6		0.05	%7		0.05	%7
Net investment income (loss)2		0.90	%		0.64	%		0.86	%		0.57	%		0.46	%
Series portfolio turnover8		175	%		26	%		28	%		48	%		20	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.97	%4		0.89	%5		1.21	%6		2.14	%7		6.82	%7

	FOR THE PERIOD
TARGET 2045 SERIES CLASS R6	10/16/179 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	13.46
Income (loss) from investment operations:
Net investment loss10		—
Net realized and unrealized gain on Underlying Series		0.02
Total from investment operations		0.02
Net asset value - End of period	$	13.48
Net assets - End of period (000’s omitted)	$	5
Total return11		0.15	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,12
Net investment loss		(0.05	%)12
Series portfolio turnover8		175	%
*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:
		0.97	%4,12

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense 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, 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I, 0.55% for Manning & Napier Blended Asset Extended Series -Class R6 and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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 0.83% 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 ratio of the Underlying Series was 0.83%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹Commencement of operations.

¹⁰Calculated based on average shares outstanding during the period.

¹¹Represents 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.

¹²Annualized.

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

60

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2050 SERIES CLASS K	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.41		$	11.35		$	13.73		$	13.52		$	10.81
Income (loss) from investment operations:
Net investment income1,2		0.04			0.04			0.09			0.05			0.05
Net realized and unrealized gain (loss) on investments		1.69			0.18			(0.32	)		1.07			2.74
Total from investment operations		1.73			0.22			(0.23	)		1.12			2.79
Less distributions to shareholders:
From net investment income		(0.11	)		(0.04	)		(0.72	)		(0.54	)		(0.05	)
From net realized gain on investments		—			(2.12	)		(1.43	)		(0.37	)		(0.03	)
Total distributions to shareholders		(0.11	)		(2.16	)		(2.15	)		(0.91	)		(0.08	)
Net asset value - End of year	$	11.03		$	9.41		$	11.35		$	13.73		$	13.52
Net assets - End of year (000’s omitted)	$	18,667		$	14,874		$	15,144		$	47,531		$	36,591
Total return3		18.55	%		3.43	%		(2.15	%)		8.80	%		25.99	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%4		0.30	%5		0.30	%5		0.30	%6		0.30	%6
Net investment income2		0.39	%		0.40	%		0.72	%		0.40	%		0.37	%
Series portfolio turnover7		139	%		31	%		49	%		13	%		5	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.41%4			0.37	%5		0.26	%5		0.18	%6		0.26	%6
	FOR THE YEAR ENDED
TARGET 2050 SERIES CLASS R	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.30		$	11.25		$	13.60		$	13.43		$	10.74
Income (loss) from investment operations:
Net investment income2,8		0.01			0.01			0.06			0.01			0.01
Net realized and unrealized gain (loss) on investments		1.68			0.18			(0.29	)		1.04			2.73
Total from investment operations		1.69			0.19			(0.23	)		1.05			2.74
Less distributions to shareholders:
From net investment income		(0.08	)		(0.02	)		(0.69	)		(0.51	)		(0.02	)
From net realized gain on investments		—			(2.12	)		(1.43	)		(0.37	)		(0.03	)
Total distributions to shareholders		(0.08	)		(2.14	)		(2.12	)		(0.88	)		(0.05	)
Net asset value - End of year	$	10.91		$	9.30		$	11.25		$	13.60		$	13.43
Net assets - End of year (000’s omitted)	$	3,345		$	2,433		$	2,215		$	5,140		$	5,022
Total return9		18.35	%		3.09	%		(2.17	%)		8.28	%		25.69	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.56	%4		0.55	%5		0.55	%5		0.55	%6		0.55	%6
Net investment income2		0.07	%		0.12	%		0.54	%		0.10	%		0.11	%
Series portfolio turnover7		139	%		31	%		49	%		13	%		5	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.41	%4		0.37	%5		0.26	%5		0.18	%6		0.26	%6

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.83%.

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

⁷Reflects activity of the Series and does not include the activity of the Underlying Series.

⁸Calculated based on average shares outstanding during the periods.

⁹Represents aggregate total return for the periods indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been reimbursed during the periods. Periods less than one year are not annualized.

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

61

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2050 SERIES CLASS I	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.48		$	11.43		$	13.82		$	13.60		$	10.88
Income (loss) from investment operations:
Net investment income1,2		0.07			0.07			0.10			0.08			0.07
Net realized and unrealized gain (loss) on investments		1.70			0.17			(0.29	)		1.08			2.76
Total from investment operations		1.77			0.24			(0.19	)		1.16			2.83
Less distributions to shareholders:
From net investment income		(0.13	)		(0.07	)		(0.77	)		(0.57	)		(0.08	)
From net realized gain on investments		—			(2.12	)		(1.43	)		(0.37	)		(0.03	)
Total distributions to shareholders		(0.13	)		(2.19	)		(2.20	)		(0.94	)		(0.11	)
Net asset value - End of year	$	11.12		$	9.48		$	11.43		$	13.82		$	13.60
Net assets - End of year (000’s omitted)	$	13,364		$	12,928		$	15,688		$	12,077		$	9,042
Total return3		18.91	%		3.61	%		(1.82	%)		9.07	%		26.21	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.06	%4		0.05	%5		0.05	%5		0.05	%6		0.05	%6
Net investment income2		0.71	%		0.73	%		0.84	%		0.62	%		0.57	%
Series portfolio turnover7		139	%		31	%		49	%		13	%		5	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.41%4			0.37	%5		0.26	%5		0.18	%6		0.26	%6

	FOR THE PERIOD
TARGET 2050 SERIES CLASS R6	10/16/178 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	11.10
Income (loss) from investment operations:
Net investment income (loss)9		—
Net realized and unrealized gain (loss) on Underlying Series		0.02
Total from investment operations		0.02
Net asset value - End of period	$	11.12
Net assets - End of period (000’s omitted)	$	5
Total return10		0.18	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%4,11
Net investment loss		(0.05	%)11
Series portfolio turnover7		139	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		0.41	%4,11

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.83%.

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

⁷Reflects activity of the Series and does not include the activity of the Underlying Series.

⁸Commencement of operations.

⁹Calculated based on average shares outstanding during the period.

¹⁰Represents 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.

¹¹Annualized.

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

62

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2055 SERIES CLASS K	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.70		$	12.56		$	13.94		$	13.85		$	11.04
Income (loss) from investment operations:
Net investment income (loss)1,2		0.05			0.03			0.09			0.06			(0.02	)
Net realized and unrealized gain (loss) on investments		2.08			0.30			(0.35	)		1.05			2.86
Total from investment operations		2.13			0.33			(0.26	)		1.11			2.84
Less distributions to shareholders:
From net investment income		(0.13	)		(0.05	)		(0.74	)		(0.55	)		(0.03	)
From net realized gain on investments		(0.13	)		(1.14	)		(0.38	)		(0.47	)		—
Total distributions to shareholders		(0.26	)		(1.19	)		(1.12	)		(1.02	)		(0.03	)
Net asset value - End of year	$	13.57		$	11.70		$	12.56		$	13.94		$	13.85
Net assets - End of year (000’s omitted)	$	4,141		$	2,380		$	1,142		$	1,777		$	208
Total return3		18.61	%		3.38	%		(2.06	%)		8.50	%		25.79	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%4		0.30	%5		0.30	%5		0.30	%6		0.30	%6
Net investment income (loss)2		0.37	%		0.30	%		0.68	%		0.43	%		(0.17	%)
Series portfolio turnover7		186	%		30	%		55	%		63	%		605	%
*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:
		2.15%4			2.44	%5		3.68	%5		4.79	%6		62.25	%6

	FOR THE YEAR ENDED
TARGET 2055 SERIES CLASS R	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.59		$	12.45		$	13.83		$	13.77		$	11.03
Income (loss) from investment operations:
Net investment income (loss)1,2		0.01			0.01			0.05			0.03			(0.01	)
Net realized and unrealized gain (loss) on investments		2.07			0.30			(0.34	)		1.04			2.77
Total from investment operations		2.08			0.31			(0.29	)		1.07			2.76
Less distributions to shareholders:
From net investment income		(0.11	)		(0.03	)		(0.71	)		(0.54	)		(0.02	)
From net realized gain on investments		(0.13	)		(1.14	)		(0.38	)		(0.47	)		—
Total distributions to shareholders		(0.24	)		(1.17	)		(1.09	)		(1.01	)		(0.02	)
Net asset value - End of year	$	13.43		$	11.59		$	12.45		$	13.83		$	13.77
Net assets - End of year (000’s omitted)	$	2,388		$	519		$	409		$	515		$	51
Total return3		18.28	%		3.18	%		(2.32	%)		8.21	%		25.01	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%4		0.55	%5		0.55	%5		0.55	%6		0.55	%6
Net investment income (loss)2		0.04	%		0.11	%		0.39	%		0.24	%		(0.07	%)
Series portfolio turnover7		186	%		30	%		55	%		63	%		605	%
*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:
		2.15%4			2.44	%5		3.68	%5		5.39	%6		129.56	%6

¹Calculated based on average shares outstanding during the years.

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

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

⁴Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.83%.

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

⁷Reflects activity of the Series and does not include the activity of the Underlying Series.

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

63

Financial Highlights

	FOR THE YEAR ENDED
TARGET 2055 SERIES CLASS I	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	11.81		$	12.66		$	14.05		$	13.94		$	11.05
Income (loss) from investment operations:
Net investment income1,2		0.12			0.07			0.10			0.08			—	3
Net realized and unrealized gain (loss) on investments		2.06			0.30			(0.33	)		1.07			2.94
Total from investment operations		2.18			0.37			(0.23	)		1.15			2.94
Less distributions to shareholders:
From net investment income		(0.16	)		(0.08	)		(0.78	)		(0.57	)		(0.05	)
From net realized gain on investments		(0.13	)		(1.14	)		(0.38	)		(0.47	)		—
Total distributions to shareholders		(0.29	)		(1.22	)		(1.16	)		(1.04	)		(0.05	)
Net asset value - End of year	$	13.70		$	11.81		$	12.66		$	14.05		$	13.94
Net assets - End of year (000’s omitted)	$	210		$	2,783		$	1,658		$	872		$	366
Total return4		18.87	%		3.69	%		(1.83	%)		8.75	%		26.67	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%5		0.05	%6		0.05	%6		0.05	%7		0.05	%7
Net investment income (loss)2		0.95	%		0.58	%		0.80	%		0.57	%		(0.03	%)
Series portfolio turnover8		186	%		30	%		55	%		63	%		605	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average the expense ratios (to average net assets) would have been increased by the following amount:
		2.15%5			2.44	%6		3.68	%6		7.80	%7		8.21	%7

	FOR THE PERIOD
TARGET 2055 SERIES CLASS R6	10/16/179 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	13.68
Income (loss) from investment operations:
Net investment loss10		—
Net realized and unrealized gain on Underlying Series		0.02
Total from investment operations		0.02
Net asset value - End of period	$	13.70
Net assets - End of period (000’s omitted)	$	5
Total return11		0.15	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%5
Net investment loss		(0.05	%)12
Series portfolio turnover8		186	%
*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:
		2.15	%5

¹Calculated based on average shares outstanding during the years.

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

³Less than $0.01.

⁴Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions. Total return would have been lower had certain expenses not been waived or reimbursed.

⁵Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.83%.

⁷Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.82%.

⁸Reflects activity of the Series and does not include the activity of the Underlying Series.

⁹Commencement of operations.

¹⁰Calculated based on average shares outstanding during the period.

¹¹Represents 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.

¹²Annualized.

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

64

Financial Highlights

	FOR THE YEAR ENDED						FOR THE PERIOD
TARGET 2060 SERIES CLASS K	10/31/17			10/31/16			9/21/151 TO 10/31/15
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.67		$	10.36		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.04			0.01			(0.00	)4
Net realized and unrealized gain on investments		1.91			0.34			0.36
Total from investment operations		1.95			0.35			0.36
Less distributions to shareholders:
From net investment income		(0.12	)		(0.04	)		—
From net realized gain on investments		(0.05	)		—			—
Total distributions to shareholders		(0.17	)		(0.04	)		—
Net asset value - End of period	$	12.45		$	10.67		$	10.36
Net assets - End of period (000’s omitted)	$	3,284		$	1,407		$	52
Total return5		18.56	%		3.45	%		3.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.31	%6		0.30	%7		0.30	%8,9
Net investment income (loss)3		0.39	%		0.10	%		(0.30	%)8
Series portfolio turnover10		173	%		14	%		4	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		5.26	%6		9.37	%7		151.35	%8,9,11
	FOR THE YEAR ENDED						FOR THE PERIOD
TARGET 2060 SERIES CLASS R	10/31/17			10/31/16			9/21/151 TO 10/31/15
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.65		$	10.36		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		—	4		0.01			(0.01	)4
Net realized and unrealized gain on investments		1.92			0.31			0.37
Total from investment operations		1.92			0.32			0.36
Less distributions to shareholders:
From net investment income		(0.09	)		(0.03	)		—
From net realized gain on investments		(0.05	)		—			—
Total distributions to shareholders		(0.14	)		(0.03	)		—
Net asset value - End of period	$	12.43		$	10.65		$	10.36
Net assets - End of period (000’s omitted)	$	1,242		$	182		$	56
Total return5		18.29	%		3.16	%		3.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.55	%6		0.55	%7		0.55	%8,9
Net investment income (loss)3		(0.01	%)		0.09	%		(0.55	%)8
Series portfolio turnover10		173	%		14	%		4	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts:
		5.26	%6		9.37	%7		151.35	%8,9,11

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Less than $(0.01) .

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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% . ⁸Annualized.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.83% .

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.

65

Financial Highlights

	FOR THE YEAR ENDED						FOR THE PERIOD
TARGET 2060 SERIES CLASS I	10/31/17			10/31/16			9/21/151 TO 10/31/15
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	10.68		$	10.36		$	10.00
Income (loss) from investment operations:
Net investment income (loss)2,3		0.08			0.07			(0.00	)4
Net realized and unrealized gain on investments		1.89			0.31			0.36
Total from investment operations		1.97			0.38			0.36
Less distributions to shareholders:
From net investment income		(0.14	)		(0.06	)		—
From net realized gain on investments		(0.05	)		—			—
Total distributions to shareholders		(0.19	)		(0.06	)		—
Net asset value - End of period	$	12.46		$	10.68		$	10.36
Net assets - End of period (000’s omitted)	$	104		$	56		$	52
Total return5		18.80	%		3.71	%		3.60	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%6		0.05	%7		0.05	%8,9
Net investment income (loss)3		0.72	%		0.65	%		(0.05	%)8
Series portfolio turnover10		173	%		14	%		4	%
*The investment advisor paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratios (to average net assets) would have been increased by the following amounts::
		5.26	%6		9.37	%7		151.34	%8,9,11

	FOR THE PERIOD
TARGET 2060 SERIES CLASS R6	10/16/171 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	12.44
Income (loss) from investment operations:
Net investment loss12		—
Net realized and unrealized gain on Underlying Series		0.02
Total from investment operations		0.02
Net asset value - End of period	$	12.46
Net assets - End of period (000’s omitted)	$	5
Total return13		0.16	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.05	%6,8
Net investment loss		(0.05	%)8
Series portfolio turnover10		173	%
*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:
		5.26	%6,8

¹Commencement of operations.

²Calculated based on average shares outstanding during the periods.

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

⁴Less than $(0.01) .

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

⁶Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.85% for Manning & Napier Pro-Blend^® Maximum Term Series - Class I and 0.55% for Manning & Napier Blended Asset Maximum Series - Class R6.

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% . ⁸Annualized.

⁹Expense ratios do not include expenses of the Underlying Series in which the Series invests. The expense ratio of the Underlying Series was 0.83% .

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.

¹²Calculated based on average shares outstanding during the period.

¹³Represents 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.

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

66

Notes to Financial Statements

1. Organization

Target Income 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 and Target 2060 Series (each the “Series”) are no-load diversified series of Manning & Napier Fund, Inc. (the “Fund”). The Fund is organized in Maryland and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-end management investment company.

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

Each Series is authorized to issue four classes of shares (Class K, R, I and R6). 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, 2017, 10.6 billion shares have been designated in total among 39 series, of which 40 million have been designated in each of the Series for Class K and R common stock, 100 million have been designated in each of the Series for Class I common stock and 40 million have been designated in each of the Series for Class R6 common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

67

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

The following is a summary of the valuation levels used for major security types as of October 31, 2017 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	$	98,989,721	$	98,989,721	$	—	$	—
Total assets	$	98,989,721	$	98,989,721	$	—	$	—
	TARGET 2015 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	4,558,377	$	4,558,377	$	—	$	—
Total assets	$	4,558,377	$	4,558,377	$	—	$	—
	TARGET 2020 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	114,576,131	$	114,576,131	$	—	$	—
Total assets	$	114,576,131	$	114,576,131	$	—	$	—
	TARGET 2025 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	40,240,981	$	40,240,981	$	—	$	—
Total assets	$	40,240,981	$	40,240,981	$	—	$	—
	TARGET 2030 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	141,685,558	$	141,685,558	$	—	$	—
Total assets	$	141,685,558	$	141,685,558	$	—	$	—
	TARGET 2035 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	26,317,207	$	26,317,207	$	—	$	—
Total assets	$	26,317,207	$	26,317,207	$	—	$	—

68

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	$	84,028,194	$	84,028,194	$	—	$	—
Total assets	$	84,028,194	$	84,028,194	$	—	$	—
	TARGET 2045 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual funds	$	15,890,716	$	15,890,716	$	—	$	—
Total assets	$	15,890,716	$	15,890,716	$	—	$	—
	TARGET 2050 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	35,389,255	$	35,389,255	$	—	$	—
Total assets	$	35,389,255	$	35,389,255	$	—	$	—
	TARGET 2055 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	6,736,319	$	6,736,319	$	—	$	—
Total assets	$	6,736,319	$	6,736,319	$	—	$	—
	TARGET 2060 SERIES
DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Mutual fund	$	4,618,675	$	4,618,675	$	—	$	—
Total assets	$	4,618,675	$	4,618,675	$	—	$	—

There were no Level 2 or Level 3 securities held by any of the Series as of October 31, 2016 or October 31, 2017.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2017.

New Accounting Guidance

On August 1, 2017, the Fund implemented amendments to Regulation S-X, issued by the Securities and Exchange Commission, which require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Adoption had no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

Security transactions are accounted for on trade date. Dividend income is recorded on the ex-dividend date. 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.

69

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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 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, 2017, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on Target Income 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 tax returns remains open for the years ended October 31, 2014 through October 31, 2017. The statute of limitations on Target 2060 Series remains open for the period ended October 31, 2015 and the years ended October 31, 2016 through 2017. The Series are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

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

70

Notes to Financial Statements (continued)

3. Transactions with Affiliates

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

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

The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services in an amount not to exceed 0.15% of the average daily net assets of the Class K, Class R and Class I shares. Payments made pursuant to such agreements are generally based on the current assets and/or number of accounts of the Series attributable to the financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, any Distribution and Shareholder Services Fee payable under the Rule 12b-1 plan of the Fund.

Prior to August 21, 2017, the Advisor has contractually agreed, until at least February 28, 2020 for Target Income Series, Target 2020 Series, Target 2030 Series, Target 2040 Series, Target 2050 Series, until at least February 28, 2023 for Target 2015 Series, Target 2025 Series, Target 2035 Series, Target 2045 Series and Target 2055 Series and until at least February 28, 2026 for Target 2060 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 was limited to direct operating expenses and, therefore, did not apply to the indirect expenses incurred by the Series through their investments in the Underlying Series. Effective August 21, 2017, the Advisor has contractually agreed, until at least February 29, 2028 to limit its fees and reimburse expenses to the extent necessary so that the total direct annual fund operating expenses of each Class, exclusive of Distribution and Service (12b-1) Fees, do not exceed 0.20% of the average daily net assets of the Class I, Class K, and Class R shares, and 0.05% of the average daily net assets of the Class R6 shares. 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, 2017, the Advisor reimbursed expenses of $120,287 for Target Income Series, $135,553 for Target 2015 Series, $110,510 for Target 2020 Series, $137,471 for Target 2025 Series, $113,862 for Target 2030 Series, $136,425 Target 2035 Series, $122,063 for Target 2040 Series, $138,965 for Target 2045 Series, $137,237 for Target 2050 Series, $138,577 for Target 2055 series and $135,235 for Target 2060 Series, which is included as a reduction of expenses on the Statements of Operations. The Advisor is not eligible to recoup any expenses that have been reimbursed in prior years.

Manning & Napier Investor Services, Inc., a registered broker-dealer affiliate of the Advisor, acts as distributor for the Fund’s shares. Each Series compensates the distributor for distributing and servicing the Series’ Class K and Class R shares pursuant to a distribution plan adopted under Rule 12b-1 of the 1940 Act, regardless of expenses actually incurred. Under the agreement, each Series pays distribution and services fees to the distributor at an annual rate of 0.25% of average daily net assets attributable to Class K shares and 0.50% of average daily net assets attributable to Class R shares. There are no distribution and services fees on Class I and Class R6 shares of each Series. The fees are accrued daily and paid monthly.

Pursuant to a master services agreement effective through February 28, 2017, the Fund paid the Advisor an annual fee related to fund accounting and administration of 0.00225% of average daily net assets of the Target Series with an annual base fee of $40,000 per Target series. Transfer agent fees were charged to the Fund on a per account basis. Additionally, certain

71

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, were charged. The Advisor had agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the annual fee related to fund accounting and administration of 0.00225% of average daily net assets of the Target Series with an annual base fee of $40,000 per Target series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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

4. Purchases and Sales of Securities

For the year ended October 31, 2017, purchases and sales of Underlying Series were as follows:

SERIES	PURCHASES		SALES
Target Income Series	$	127,959,902	$	110,967,965
Target 2015 Series	$	7,836,223	$	10,278,881
Target 2020 Series	$	148,298,962	$	170,910,439
Target 2025 Series	$	73,921,987	$	66,420,276
Target 2030 Series	$	180,597,606	$	192,097,603
Target 2035 Series	$	43,591,007	$	45,240,035
Target 2040 Series	$	109,965,656	$	124,588,735
Target 2045 Series	$	25,066,163	$	25,124,432
Target 2050 Series	$	46,511,730	$	45,872,244
Target 2055 Series	$	11,980,333	$	11,846,113
Target 2060 Series	$	7,162,675	$	4,550,514

5. Investments in Affiliated Issuers

A summary of the Series’ transactions in the shares of affiliated issuers of Manning & Napier during the year ended October 31, 2017 is set forth below:

TARGET INCOME  SERIES	VALUE AT  10/31/16		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/17		SHARES HELD  AT  10/31/17		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN OR LOSS			CHANGE IN  UNREALIZED  APPRECIATION  (DEPRECIATION)
Pro-Blend® Conservative Term Series - Class I	$	77,860,136	$	27,615,050	$	109,789,417	$	—		—	$	1,464,538	$	1,745,463		$	2,746,188
Blended Asset Conservative Series - Class R6		—		100,344,852		1,178,548		98,989,721		9,123,477		—		(1,779	)		(174,804	)
	$	77,860,136	$	127,959,902	$	110,967,965	$	98,989,721			$	1,464,538	$	1,743,684		$	2,571,384

72

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

TARGET 2015  SERIES	VALUE AT  10/31/16		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/17		SHARES HELD  AT  10/31/17		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN OR LOSS			CHANGE IN  UNREALIZED  APPRECIATION  (DEPRECIATION)
Pro-Blend® Conservative Term Series - Class I	$	1,492,103	$	1,859,024	$	3,474,210	$	—		—	$	31,951	$	204,680		$	(78,231	)
Pro-Blend® Moderate Term Series - Class I		5,253,558		1,407,519		6,801,801		—		—		59,143		259,784			(25,494	)
Blended Asset Conservative Series - Class R6		—		1,770,757		1,148		1,766,362		162,798		—		(3	)		(3,244	)
Blended Asset Moderate Series - Class R6		—		2,798,923		1,722		2,792,015		260,206		—		(6	)		(5,180	)
	$	6,745,661	$	7,836,223	$	10,278,881	$	4,558,377			$	91,094	$	464,455		$	(112,149	)
TARGET 2020  SERIES	VALUE AT  10/31/16		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/17		SHARES HELD  AT  10/31/17		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN OR LOSS			CHANGE IN  UNREALIZED  APPRECIATION  (DEPRECIATION)
Pro-Blend® Extended Term Series - Class I	$	25,895,822	$	4,319,261	$	31,661,060	$	—		—	$	314,876	$	180,828		$	1,690,286
Pro-Blend® Moderate Term Series - Class I		104,141,036		28,859,812		138,917,166		—		—		1,432,027		6,134,617			1,816,174
Blended Asset Extended Series - Class R6		—		17,854,122		49,832		17,770,393		1,723,607		—		(88	)		(33,809	)
Blended Asset Moderate Series - Class R6		—		97,265,767		282,381		96,805,738		9,021,970		—		(570	)		(177,078	)
	$	130,036,858	$	148,298,962	$	170,910,439	$	114,576,131			$	1,746,903	$	6,314,787		$	3,295,573
TARGET 2025  SERIES	VALUE AT  10/31/16		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/17		SHARES HELD  AT  10/31/17		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN OR LOSS			CHANGE IN  UNREALIZED  APPRECIATION  (DEPRECIATION)
Pro-Blend® Extended Term Series - Class I	$	22,562,748	$	18,053,499	$	42,138,118	$	—		—	$	290,338	$	1,810,744		$	70,545
Pro-Blend® Moderate Term Series - Class I		7,893,230		15,551,431		24,279,026		—		—		134,719		1,480,604			(495,700	)
Blended Asset Extended Series - Class R6		—		24,475,725		1,879		24,428,863		2,369,434		—		(10	)		(44,972	)
Blended Asset Moderate Series - Class R6		—		15,841,332		1,253		15,812,118		1,473,636		—		(6	)		(27,955	)
	$	30,455,978	$	73,921,987	$	66,420,276	$	40,240,981			$	425,057	$	3,291,332		$	(498,082	)

73

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

TARGET 2030  SERIES	VALUE AT  10/31/16		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/17		SHARES HELD  AT  10/31/17		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN OR LOSS			CHANGE IN  UNREALIZED  APPRECIATION  (DEPRECIATION)
Pro-Blend® Extended Term Series - Class I	$	113,170,271	$	32,290,550	$	155,222,071	$	—		—	$	—	$	6,106,670		$	5,507,781
Pro-Blend® Maximum Term Series - Class I		27,798,164		4,951,181		35,411,645		—		—		—		2,192,424			1,470,921
Blended Asset Extended Series - Class R6		—		120,610,340		1,244,304		119,139,003		11,555,674		1,578,166		(2,451	)		(224,583	)
Blended Asset Maximum Series - Class R6		—		22,745,535		219,583		22,546,555		1,943,669		164,679		362			20,241
	$	140,968,435	$	180,597,606	$	192,097,603	$	141,685,558			$	1,742,845	$	8,297,005		$	6,774,360
TARGET 2035  SERIES	VALUE AT  10/31/16		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/17		SHARES HELD  AT  10/31/17		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN OR LOSS			CHANGE IN  UNREALIZED  APPRECIATION  (DEPRECIATION)
Pro-Blend® Extended Term Series - Class I	$	13,951,289	$	10,667,495	$	25,929,646	$	—		—	$	202,228	$	974,867		$	562,048
Pro-Blend® Maximum Term Series - Class I		11,327,290		6,486,509		19,208,447		—		—		79,657		1,158,923			638,825
Blended Asset Extended Series - Class R6		—		15,454,403		61,165		15,365,587		1,490,358		—		(339	)		(27,311	)
Blended Asset Maximum Series - Class R6		—		10,982,600		40,777		10,951,620		944,105		—		(178	)		9,974
	$	25,278,579	$	43,591,007	$	45,240,035	$	26,317,207			$	281,885	$	2,133,273		$	1,183,536
TARGET 2040  SERIES	VALUE AT  10/31/16		PURCHASE  COST		SALES  PROCEEDS		VALUE AT  10/31/17		SHARES HELD  AT  10/31/17		DIVIDEND  INCOME		DISTRIBUTIONS  AND  NET REALIZED  GAIN OR LOSS			CHANGE IN  UNREALIZED  APPRECIATION  (DEPRECIATION)
Pro-Blend® Extended Term Series - Class I	$	26,725,527	$	11,475,556	$	40,787,148	$	—		—	$	373,931	$	3,354,274		$	(323,961	)
Pro-Blend® Maximum Term Series - Class I		61,785,384		14,413,777		83,756,113		—		—		396,817		6,877,610			2,939,668
Blended Asset Extended Series - Class R6		—		28,134,042		15,916		28,065,508		2,722,164		—		(66	)		(52,552	)
Blended Asset Maximum Series - Class R6		—		55,942,281		29,558		55,962,686		4,824,370		—		(43	)		50,006
	$	88,510,911	$	109,965,656		124,588,735	$	84,028,194			$	770,748	$	10,231,775		$	2,613,161

74

Notes to Financial Statements (continued)

5. Investments in Affiliated Issuers (continued)

TARGET 2045  SERIES	VALUE AT 10/31/16		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/17		SHARES HELD AT 10/31/17		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS			CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Pro-Blend® Extended Term Series - Class I	$	723,592	$	1,434,672	$	2,289,296	$	—		—	$	14,472	$	188,585		$	(45,868	)
Pro-Blend® Maximum Term Series - Class I		13,367,251		7,708,181		22,792,873		—		—		99,884		2,028,529			155,789
Blended Asset Extended Series - Class R6		—		1,500,310		4,226		1,493,246		144,835		—		(22	)		(2,815	)
Blended Asset Extended Series - Class R6		—		14,423,000		38,037		14,397,470		1,241,161		—		(120	)		12,627
	$	14,090,843	$	25,066,163	$	25,124,432	$	15,890,716			$	114,356	$	2,216,972		$	119,733
TARGET 2050  SERIES	VALUE AT 10/31/16		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/17		SHARES HELD AT 10/31/17		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN			CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Pro-Blend® Maximum Term Series - Class I	$	30,260,955	$	11,136,994	$	45,854,294	$	—		—	$	239,964	$	5,975,091		$	(385,463	)
Blended Asset Maximum Series - Class R6		—		35,374,736		17,950		35,389,255		3,050,798				6			32,463
	$	30,260,955	$	46,511,730	$	45,872,244	$	35,389,255			$	239,964	$	5,975,097		$	(353,000	)
TARGET 2055  SERIES	VALUE AT 10/31/16		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/17		SHARES HELD AT 10/31/17		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS			CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Pro-Blend® Maximum Term Series - Class I	$	5,698,492	$	5,242,520	$	11,838,649	$	—		—	$	50,878	$	1,183,794		$	(68,340	)
Blended Asset Maximum Series - Class R6		—		6,737,813		7,464		6,736,319		580,717				(46	)		6,016
	$	5,698,492	$	11,980,333	$	11,846,113	$	6,736,319			$	50,878	$	1,183,748		$	(62,324	)
TARGET 2060  SERIES	VALUE AT 10/31/16		PURCHASE COST		SALES PROCEEDS		VALUE AT 10/31/17		SHARES HELD AT 10/31/17		DIVIDEND INCOME		DISTRIBUTIONS AND NET REALIZED GAIN OR LOSS			CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION)
Pro-Blend® Maximum Term Series - Class I	$	1,634,290	$	2,546,843	$	4,549,177	$	—		—	$	17,357	$	549,700		$	(122,107	)
Blended Asset Maximum Series - Class R6		—		4,615,832		1,337		4,618,675		398,162		—		(4	)		4,183
	$	1,634,290	$	7,162,675	$	4,550,514	$	4,618,675			$	17,357	$	549,696		$	(117,924	)

75

Notes to Financial Statements (continued)

6. Capital Stock Transactions

Transactions in Class K, Class R, Class I and Class R6 shares:

TARGET  INCOME  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		2,337,440		$	22,659,341			291,450		$	2,699,840			1,017,890		$	9,772,506			27,173		$	249,188
Reinvested		106,700			992,014			451,377			4,034,189			2,785			26,048			13,197			116,622
Repurchased		(1,119,121	)		(10,770,060	)		(820,747	)		(7,551,216	)		(129,081	)		(1,229,453	)		(173,347	)		(1,566,756	)
Total		1,325,019		$	12,881,295			(77,920	)	$	(817,187	)		891,594		$	8,569,101			(132,977	)	$	(1,200,946	)
TARGET  INCOME  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		131,766		$	1,259,979			347,344		$	3,194,089			504		$	5,000
Reinvested		21,427			199,890			152,209			1,362,864			—			—
Repurchased		(634,616	)		(6,088,342	)		(1,851,774	)		(16,996,551	)		—			—
Total		(481,423	)	$	(4,628,473	)		(1,352,221	)	$	(12,439,598	)		504		$	5,000
TARGET  2015  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		127,914		$	1,381,081			62,583		$	642,540			1,512		$	15,971			18,594		$	194,143
Reinvested		4,600			47,515			27,544			274,036			7			72			6,640			66,231
Repurchased		(68,059	)		(726,662	)		(91,358	)		(958,718	)		(74,290	)		(780,760	)		(23,850	)		(246,457	)
Total		64,455		$	701,934			(1,231	)	$	(42,142	)		(72,771	)	$	(764,717	)		1,384		$	13,917
TARGET  2015  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		71,237		$	759,360			116,263		$	1,214,003			446		$	5,000
Reinvested		3,867			40,103			32,415			323,149			—			—
Repurchased		(298,585	)		(3,249,874	)		(353,871	)		(3,680,640	)		—			—
Total		(223,481	)	$	(2,450,411	)		(205,193	)	$	(2,143,488	)		446		$	5,000
TARGET  2020  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		2,172,901		$	19,607,802			1,305,446		$	11,225,249			886,323		$	8,009,764			120,070		$	1,035,174
Reinvested		121,288			1,040,715			930,849			7,694,487			6,480			55,423			82,322			671,918
Repurchased		(3,836,660	)		(34,880,548	)		(1,645,190	)		(13,965,905	)		(250,464	)		(2,227,372	)		(552,566	)		(4,681,053	)
Total		(1,542,471	)	$	(14,232,031	)		591,105		$	4,953,831			642,339		$	5,837,815			(350,174	)	$	(2,973,961	)

76

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2020  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		682,033		$	6,089,825			1,286,155		$	11,021,607			529		$	5,000
Reinvested		80,657			698,280			844,057			7,001,908			—			—
Repurchased		(2,516,290	)		(23,043,275	)		(4,770,059	)		(40,795,617	)		—			—
Total		(1,753,600	)	$	(16,255,170	)		(2,639,847	)	$	(22,772,102	)		529		$	5,000
TARGET  2025  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		1,510,708		$	17,519,643			467,793		$	4,994,054			1,041,870		$	12,170,838			54,859		$	593,336
Reinvested		18,798			204,099			101,304			1,050,543			2,406			26,982			17,327			180,276
Repurchased		(605,174	)		(6,888,059	)		(361,044	)		(3,915,258	)		(137,641	)		(1,565,471	)		(98,175	)		(1,083,882	)
Total		924,332		$	10,835,683			208,053		$	2,129,339			906,635		$	10,632,349			(25,989	)	$	(310,270	)
TARGET  2025  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		370,555		$	4,134,606			517,067		$	5,465,046			418		$	5,000
Reinvested		19,004			205,945			115,478			1,193,313			—			—
Repurchased		(1,611,229	)		(18,497,112	)		(550,169	)		(5,887,382	)		—			—
Total		(1,221,670	)	$	(14,156,561	)		82,376		$	770,977			418		$	5,000
TARGET  2030  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		2,778,652		$	25,188,374			1,694,389		$	14,348,192			1,104,982		$	10,086,182			250,656		$	2,128,933
Reinvested		134,225			1,140,501			1,374,384			11,055,567			10,235			86,458			188,656			1,503,830
Repurchased		(2,812,564	)		(25,309,781	)		(1,907,673	)		(16,100,675	)		(497,936	)		(4,376,457	)		(664,989	)		(5,538,279	)
Total		100,313		$	1,019,094			1,161,100		$	9,303,084			617,281		$	5,796,183			(225,677	)	$	(1,905,516	)
TARGET  2030  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		758,409		$	6,802,909			2,094,466		$	17,737,192			520		$	5,000
Reinvested		97,154			836,401			1,283,151			10,415,335			—			—
Repurchased		(3,060,611	)		(28,059,927	)		(4,895,870	)		(41,458,493	)		—			—
Total		(2,205,048	)	$	(20,420,617	)		(1,518,253	)	$	(13,305,966	)		520		$	5,000

77

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2035  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		814,585		$	9,738,361			351,735		$	3,894,983			544,941		$	6,670,222			59,111		$	661,176
Reinvested		21,885			243,472			93,428			986,375			2,155			24,341			23,231			246,041
Repurchased		(434,491	)		(5,179,247	)		(135,108	)		(1,515,115	)		(168,720	)		(1,949,856	)		(90,137	)		(1,026,108	)
Total		401,979		$	4,802,586			310,055		$	3,366,243			378,376		$	4,744,707			(7,795	)	$	(118,891	)
TARGET  2035  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		234,658		$	2,741,000			319,194		$	3,547,836			393		$	5,000
Reinvested		21,053			235,530			98,371			1,041,834			—			—
Repurchased		(1,189,172	)		(14,478,654	)		(297,550	)		(3,303,800	)		—			—
Total		(933,461	)	$	(11,502,124	)		120,015		$	1,285,870			393		$	5,000
TARGET  2040  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		1,845,055		$	17,096,157			1,554,166		$	13,422,232			619,963		$	5,888,746			153,036		$	1,314,309
Reinvested		74,153			646,006			988,495			8,039,047			5,183			44,814			95,772			773,837
Repurchased		(3,091,920	)		(29,044,040	)		(1,262,302	)		(10,771,998	)		(362,011	)		(3,348,998	)		(231,078	)		(1,973,607	)
Total		(1,172,712	)	$	(11,301,877	)		1,280,359		$	10,689,281			263,135		$	2,584,562			17,730		$	114,539
TARGET  2040  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		457,484		$	4,244,538			1,256,700		$	10,855,100			496		$	5,000
Reinvested		45,229			401,029			837,290			6,857,643			—			—
Repurchased		(1,327,779	)		(12,659,051	)		(3,193,800	)		(27,398,097	)		—			—
Total		(825,066	)	$	(8,013,484	)		(1,099,810	)	$	(9,685,354	)		496		$	5,000
TARGET  2045  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		289,509		$	3,610,585			359,766		$	4,060,529			309,595		$	3,960,365			50,566		$	574,273
Reinvested		14,998			172,547			36,161			392,942			2,194			24,869			16,008			173,049
Repurchased		(157,105	)		(1,895,184	)		(114,721	)		(1,348,393	)		(106,658	)		(1,260,324	)		(46,586	)		(520,816	)
Total		147,402		$	1,887,948			281,206		$	3,105,078			205,131		$	2,724,910			19,988		$	226,506

78

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2045  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		187,597		$	2,278,160			233,312		$	2,675,671			371		$	5,000
Reinvested		11,904			137,492			40,647			442,586			—			—
Repurchased		(572,125	)		(7,274,559	)		(153,290	)		(1,746,024	)		—			—
Total		(372,624	)	$	(4,858,907	)		120,669		$	1,372,233			371		$	5,000
TARGET  2050  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		719,001		$	7,297,415			615,347		$	5,742,120			254,979		$	2,619,581			108,335		$	1,007,919
Reinvested		18,205			173,482			310,802			2,716,712			2,280			21,200			46,733			404,245
Repurchased		(626,193	)		(6,386,413	)		(679,051	)		(6,294,490	)		(212,192	)		(2,122,025	)		(90,474	)		(867,198	)
Total		111,013		$	1,084,484			247,098		$	2,164,342			45,067		$	518,756			64,594		$	544,966
TARGET  2050  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		449,709		$	4,542,067			807,462		$	7,577,254			451		$	5,000
Reinvested		18,875			182,278			337,574			2,961,455			—			—
Repurchased		(630,302	)		(6,584,168	)		(1,154,509	)		(10,787,205	)		—			—
Total		(161,718	)	$	(1,859,823	)		(9,473	)	$	(248,496	)		451		$	5,000
TARGET  2055  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		183,894		$	2,305,123			148,413		$	1,727,779			166,456		$	2,131,519			23,384		$	266,230
Reinvested		4,973			57,576			9,758			106,036			955			11,041			3,757			40,453
Repurchased		(86,995	)		(1,064,756	)		(45,778	)		(535,658	)		(34,345	)		(418,012	)		(15,214	)		(174,567	)
Total		101,872		$	1,297,943			112,393		$	1,298,157			133,066		$	1,724,548			11,927		$	132,116
TARGET  2055  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		141,581		$	1,738,110			184,679		$	2,129,798			365		$	5,000
Reinvested		5,949			69,828			14,516			159,002			—			—
Repurchased		(367,843	)		(4,785,227	)		(94,535	)		(1,102,471	)		—			—
Total		(220,313	)	$	(2,977,289	)		104,660		$	1,186,329			365		$	5,000

79

Notes to Financial Statements (continued)

6. Capital Stock Transactions (continued)

TARGET  2060  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	CLASS K						CLASS K						CLASS R						CLASS R
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		134,187		$	1,564,437			129,353		$	1,262,758			97,802		$	1,164,532			13,406		$	140,049
Reinvested		2,389			25,579			82			841			196			2,130			23			231
Repurchased		(4,631	)		(53,278	)		(2,623	)		(27,435	)		(15,100	)		(164,344	)		(1,763	)		(18,680	)
Total		131,945		$	1,536,738			126,812		$	1,236,164			82,898		$	1,002,318			11,666		$	121,600
TARGET  2060  SERIES:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16						FOR THE PERIOD 10/16/171 TO 10/31/17
	CLASS I						CLASS I						CLASS R6
	SHARES			AMOUNTS			SHARES			AMOUNTS			SHARES			AMOUNTS
Sold		4,721		$	53,596			494		$	5,214			402		$	5,000
Reinvested		108			1,164			30			302			—			—
Repurchased		(1,774	)		(20,121	)		(267	)		(2,839	)		—			—
Total		3,055		$	34,639			257		$	2,677			402		$	5,000

¹Commencement of operations.

The following table represents instances at October 31, 2017, where a shareholder account owned greater than 10% of a Series:

SERIES	NUMBER OF ACCOUNTS OVER 10%		PERCENTAGE OF THE SERIES
Target Income Series		1		55.4	%
Target 2015 Series		3		40.6	%
Target 2020 Series		2		61.7	%
Target 2030 Series		2		58.1	%
Target 2035 Series		1		22.3	%
Target 2040 Series		2		56.9	%
Target 2045 Series		1		22.6	%
Target 2050 Series		2		53.9	%
Target 2055 Series		1		12.4	%
Target 2060 Series		1		57.2	%

At October 31, 2017, the Advisor and its affiliates owned 4.2% of the Target 2060 Series and 0.1% or less of each remaining 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 directly held by the Series as of October 31, 2017.

80

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 GAAP. The differences are primarily due to differing book and tax treatment in the timing and recognition on net investment income or gains and losses, including losses deferred due to wash sales. Each Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the fiscal year ended October 31, 2017, the reclassifications were as follows:

SERIES	FROM ACCUMULATED NET REALIZED GAIN (LOSS) ON INVESTMENTS	TO UNDISTRIBUTED NET INVESTMENT INCOME
Target 2015 Series	$(12,627)	$12,627
Target 2020 Series	$(403,332)	$403,332
Target 2025 Series	$(129,331)	$129,331
Target 2030 Series	$(769,106)	$769,106
Target 2035 Series	$(151,722)	$151,722
Target 2040 Series	$(601,985)	$601,985
Target 2045 Series	$(99,965)	$99,965
Target 2050 Series	$(234,049)	$234,049
Target 2055 Series	$(44,963)	$44,963
Target 2060 Series	$(12,277)	$12,277

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 paid were as follows:

	TARGET INCOME SERIES		TARGET 2015 SERIES		TARGET 2020 SERIES		TARGET 2025 SERIES		TARGET 2030 SERIES
Ordinary income (2017)	$	1,234,782	$	90,007	$	1,858,404	$	475,544	$	2,163,446
Ordinary income (2016)	$	1,645,777	$	93,014	$	1,874,595	$	364,967	$	1,748,667
Long-term capital gain (2016)	$	3,977,013	$	586,220	$	13,936,678	$	2,302,313	$	22,083,706

	TARGET 2035 SERIES		TARGET 2040 SERIES		TARGET 2045 SERIES		TARGET 2050 SERIES		TARGET 2055 SERIES		TARGET 2060 SERIES
Ordinary income (2017)	$	361,500	$	1,141,133	$	174,047	$	391,345	$	75,733	$	24,681
Ordinary income (2016)	$	197,409	$	708,610	$	53,027	$	163,983	$	19,089	$	1,375
Long-term capital gain (2017)	$	164,470	$	—	$	177,024	$	—	$	68,636	$	4,290
Long-term capital gain (2016)	$	2,198,508	$	15,564,808	$	1,000,433	$	6,162,262	$	303,315	$	—

At October 31, 2017, the tax basis of components of distributable earnings and the net unrealized appreciation (depreciation) based on the identified cost of investments for federal income tax purposes were as follows:

	TARGET INCOME SERIES			TARGET 2015 SERIES			TARGET 2020 SERIES			TARGET 2025 SERIES			TARGET 2030 SERIES
Cost for federal income tax purposes	$	99,166,304		$	4,566,810		$	114,787,676		$	40,313,924		$	141,892,358
Unrealized appreciation		—			—			—			—			20,241
Unrealized depreciation		(176,583	)		(8,433	)		(211,545	)		(72,943	)		(227,041	)
Net unrealized depreciation	$	(176,583	)	$	(8,433	)	$	(211,545	)	$	(72,943	)	$	(206,800	)
Undistributed ordinary income	$	69,715		$	5,301		$	95,605		$	40,193		$	113,350
Capital loss carryforward	$	(406,009	)	$	(431,980	)	$	(2,328,975	)	$	—		$	(1,622,824	)

81

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			TARGET 2060 SERIES
Cost for federal income tax purposes	$	26,335,062		$	84,030,849		$	15,881,046		$	35,356,798		$	6,730,348		$	4,614,496
Unrealized appreciation		9,974			50,006			12,626			32,463			6,016			4,183
Unrealized depreciation		(27,829	)		(52,661	)		(2,956	)		(6	)		(45	)		(4	)
Net unrealized appreciation (depreciation)	$	(17,855	)	$	(2,655	)	$	9,670		$	32,457		$	5,971		$	4,179
Undistributed ordinary income	$	293,859		$	1,100,601		$	309,091		$	1,050,862		$	299,907		$	186,504
Undistributed long-term capital gains	$	94,357		$	579,983		$	581,285		$	1,612,958		$	328,459		$	350,689

At October 31, 2017, Target Income Series, Target 2015 Series, Target 2020 Series and Target 2030 Series had net long-term capital loss carryforwards of $406,009, $431,980, $2,328,975 and $1,622,824, respectively, which may be carried forward indefinitely.

As of October 31, 2017, the capital loss carryover utilized in the current year for Target Income Series, Target 2015 Series, Target 2020 Series, Target 2025 Series, Target 2030 Series, Target 2040 Series and Target 2050 Series was $1,193,298, $142,952, $1,532,299, $919,183, $2,645,205, $2,229,560 and $439,584, respectively.

82

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Target Income 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 and Target 2060 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 the Target Income 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 and Target 2060 Series (eleven of the series constituting Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of October 31, 2017, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities as of October 31, 2017 by correspondence with the transfer agent, custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 18, 2017

83

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	$	469,107
Target 2015 Series		33,896
Target 2020 Series		748,102
Target 2025 Series		200,207
Target 2030 Series		1,048,188
Target 2035 Series		115,541
Target 2040 Series		382,413
Target 2045 Series		49,357
Target 2050 Series		88,327
Target 2055 Series		11,559
Target 2060 Series		5,125

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		28.84	%
Target 2015 Series		23.64	%
Target 2020 Series		23.14	%
Target 2025 Series		24.19	%
Target 2030 Series		28.63	%
Target 2035 Series		19.63	%
Target 2040 Series		21.72	%
Target 2045 Series		19.81	%
Target 2050 Series		16.15	%
Target 2055 Series		10.14	%
Target 2060 Series		15.73	%

The Series designate Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Code for the fiscal year ended October 31, 2017 as follows:

Series
Target 2035 Series	$	99,299
Target 2040 Series		608,982
Target 2045 Series		610,349
Target 2050 Series		1,693,606
Target 2055 Series		344,928
Target 2060 Series		368,231

84

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.manning-napier.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 directors and officers, 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 and Officer

Name:	Michele T. Mosca*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:	Indefinite - Chairman and Director since August 20161
Principal Occupation(s) During Past 5 Years:	Managing Director, Funds Group (since 2009) - Manning & Napier Advisors, LLC; President, Director (since 2015) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (since 2016) - Rainier Investment Management Mutual Funds, Inc.
	Holds the following title for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Trustee - Rainier Investment Management Mutual Funds (since 2016)
Independent Directors
Name:	Stephen B. Ashley
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 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director & Chief Executive Officer (1997 to present) - 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:	38
Other Directorships Held Outside Fund Complex During	Fannie Mae (1995-2008)
Past 5 Years:	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Chairman
Term of Office & Length of Time Served:	Indefinite - Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Governance & Nominating Committee Chairman since 2016; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech)(2000-present); ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014); HLTH (WebMD)(information)(2000-2010); Cheyne Capital International (investment)(2000-present); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical)(2016-present); PureEarth(non-profit)(2012-present)

85

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During	Boston Early Music Festival (non-profit)(2007-present);
Past 5 Years:	Amherst Early Music, Inc. (non-profit)(2009-present);
	Gotham Early Music Scene, Inc. (non-profit)(2009-present); Partnership for New York City, Inc. Gotham Early Music Scene, Inc. (non-profit)(1989-2010);
	New York Collegium (non-profit)(2004-2011)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	82
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 (1994- present) - The Greening Group (business consultants);
	Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university)(1972-present); Culinary Institute of America (non-profit college)(1985-present); George Eastman House
	(museum)(1988-present); National Restaurant Association (restaurant trade organization)(1978-present)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university)(2005-present); Town of Greenburgh, NY Planning Board (municipal government) (2015-present)
Officers:
Name:	Jeffrey S. Coons, Ph.D., CFA®
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
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 (2002 - 2015) -Manning & Napier Advisors, LLC
	Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer, or Senior Trust Officer
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Fund Administration Manager since 2015; Mutual Fund
	Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary
	(2011-2016) - Manning & Napier Fund, Inc.

86

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)

Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting
	Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company; Chief Financial Officer since 2017- Rainier
	Investment Management Mutual Funds, Inc.
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Chief Compliance Officer since 2004; Anti-Money Laundering Officer since 2002; Corporate Secretary (1997-2016)- Manning & Napier Fund, Inc.; Chief Compliance Officer and Anti-Money Laundering Officer since 2017 - Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:	Director of Compliance since 2005; Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning &
	Napier Investor Services, Inc. since 2006
Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	29
Current Position(s) Held with Fund:	Assistant Vice President
Term of Office1 & Length of Time Served:	Since 2017
Principal Occupation(s) During Past 5 Years:	Director of Funds Group since 2017; Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy
	Analyst (2011-2013) - Manning & Napier Advisors, LLC.
Name:	Amy Williams
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Documentation - Manning & Napier Advisors, LLC and affiliates since 2009
	Holds one or more of the following titles for various affiliates: Director
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	52
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Chief Legal Officer since 2016 - Rainier Investment Management, LLC; Chief Legal Officer since 2016 - Rainier Investment Management Mutual Funds, Inc. Holds one or more of the following titles for various affiliates: Director, Corporate Secretary
	Chief Legal Officer

*Interested Director, within the meaning of the 1940 Act by reason of her positions with the Fund’s investment advisor, Manning & Napier Advisors, LLC and Distributor, Manning & Napier Investor Services, Inc.

¹ The term of office of all officers shall be one year and until their respective successors are chosen and qualified, or his or her earlier resignation or removal as provided in the Fund’s By-Laws.

87

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88

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89

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

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

MNTGT-10/17-AR

Disciplined Value Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Just one year ago, many investors were anticipating a widespread sell-off in domestic equity markets after Donald Trump won the election for the U.S. presidency. Not only did a sell-off fail to materialize, but equities actually moved sharply higher and remained on an upward trajectory throughout the year. The advance in equities was despite ongoing uncertainty surrounding policy implementation and how the new administration’s agenda might ultimately affect U.S. economic growth. For the year ended October 31, 2017, domestic equities were up 23.63%, as measured by the S&P 500 Index. International equities, as measured by the MSCI ACWI ex USA Index, also fared extraordinarily well, up 23.64%. Domestic investment-grade bonds, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, experienced relatively subdued performance, up 0.90%. Within fixed income, corporate bonds led, with high-yield securities in particular delivering very strong performance.

Much of the move upward in asset markets has been driven by stronger corporate earnings that materialized in early 2017 within both developed and emerging markets, supported by synchronized economic growth across all major global regions. Further, although Federal Reserve (Fed) policymakers continued gradually raising the target range for the federal funds rate and began reducing the Fed’s securities holdings, central bank policies across the globe have remained generally accommodative, providing an additional tailwind for asset prices.

Investors are undoubtedly enjoying the “Goldilocks” state of the economy: not too cold so as to usher in a recession, and not too hot so as to cause runaway inflation. Nonetheless, it is our view that market participants should temper their expectations going forward. The U.S. continues to move along in its economic cycle, and while it is not our view that we are on the cusp of a bear market, the status of our indicators suggest that we are certainly closer to the end of the current bull market than we are to the beginning. Complacency is elevated, there are significantly fewer pockets of cheap valuations remaining compared to the past several years, and U.S. valuations in particular limit upside potential, offering little support for asset prices should volatility in the financial markets materialize. This is surely not the time for investors to chase returns or take on unnecessary risk. Rather, it is our view that current market dynamics are consistent with rising risks that must be actively managed, and investors should maintain allocations consistent with their long-term investment objectives.

With this in mind, we discuss recent fund performance in the this report, highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful, and look forward to working with you in the years ahead to meet your investment goals.

Thank you for your continued confidence in us.

Sincerely,

Manning & Napier Advisors, LLC

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 and do not reflect any fees or expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

The MSCI ACWI ex USA Index (ACWIxUS) is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

1

Disciplined Value Series

Fund Commentary

(unaudited)

Investment  Objective

To provide competitive returns consistent with the broad equity market while also providing a level of capital protection during market downturns. The Series is designed to offer a diversified portfolio of dividend-paying U.S. equity securities. Using a systematic process with a focus on mid- to large-capitalization U.S. companies, securities are selected based on factors such as free cash flow generation and earnings power, minimum dividend yield, dividend sustainability, and financial health.

Performance  Commentary

U.S. equity markets generally delivered positive absolute returns for the twelve-month period ended October 31, 2017, as the S&P 500 Index returned 23.63%. Value stocks underperformed growth stocks during the period as the Russell 1000 Value Index returned 17.78% while the Russell 1000 Growth Index returned 29.71%. The Disciplined Value Series outperformed the Russell 1000 Value Index as well as its blended benchmark over the period.

The Series’ sector allocations and stock selection are a product of the Strategy’s systematic screens, and both contributed to relative performance over the last twelve months, with selection contributing to a greater degree. In particular, the Series’ screening process had the most positive effect on relative performance within the Industrials sector, while selection was also strong in Healthcare. The Series’ underweight to Energy and overweight to Information Technology compared to the benchmark were the largest contributors to relative performance from a sector perspective.

Offsetting a portion of the relative performance tailwind were the Series’ underweight to Financials and overweight to Consumer Staples compared to the benchmark, which challenged relative returns. Selection within Information Technology also detracted from relative returns.

Within the Series, through our disciplined screening process, we pursue opportunities to generate stable income with the potential for capital appreciation. Importantly, our approach emphasizes risk management as a critical component in managing the Series. Despite today’s challenging slow economic growth environment, we believe that this approach can help our shareholders to achieve their long-term investment objectives.

As we begin the new fiscal year, broad-based earnings growth, accelerating business activity, and an improving global economic backdrop are supportive of domestic equity prices. However, as markets continue to advance, we believe it is important to express our view that investors should exercise caution and selectivity due to rising risks associated with elevated complacency, stretched valuations, and the inflection in monetary policy to less accommodative conditions. We believe these risk factors reinforce the need for a disciplined investment approach, as it will be critical to manage them going forward.

Please see the next page for additional performance information as of October 31, 2017.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

All investments involve risks, including possible loss of principal. As with any stock fund, the value of your investment will fluctuate in response to stock market movements. Investing in the Series will also involve a number of other risks, including issuer-specific risk and mid-cap risk. The Series invests primarily in dividend-paying equity securities, with a focus on mid-to-large cap companies. There is no assurance or guarantee that such companies will declare, continue to pay, or increase dividends. Stocks of mid-cap companies tend to be more volatile than those of large-cap companies, as midcap companies tend to be more susceptible to adverse business or economic events than larger, more established companies. In addition, because the Advisor manages the Series using a disciplined screening process, the Series is subject to the additional risk that the investment approach may not be successful. Further, the Advisor does not intend to make frequent changes to the Series’ portfolio in response to market movements.

The Russell 1000^® Growth Index is an unmanaged, market capitalization-weighted index consisting of those Russell 1000^® Index companies with higher price-to-book ratios and higher 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 Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg.

2

Disciplined Value Series

Performance Update as of October 31, 2017

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2017
	ONE YEAR1	FIVE YEAR	SINCE INCEPTION2
Manning & Napier Fund, Inc. - Disciplined Value Series - Class I3	21.86%	13.00%	12.81%
Manning & Napier Fund, Inc. - Disciplined Value Series - Class S3,4	21.52%	12.70%	12.51%
Russell 1000®Value Index5	17.78%	13.48%	12.78%
75/25 Blended Index6	18.83%	11.67%	11.55%

The following graph compares the value of a $1,000,000 investment in the Manning & Napier Fund, Inc. - Disciplined Value Series - Class I from its inception² (November 7, 2008) to present (October 31, 2017) to the Russell 1000^® Value Index and 75/25 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 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 year ended October 31, 2017, the net expense ratio was 0.82% for Class S and 0.57% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.82% for Class S and 0.57% for Class I for the year ended October 31, 2017.

⁴For periods through March 1, 2012 (the inception date of the Class S shares), performance for the Class S shares is hypothetical and is based on the historical performance of the Class I shares adjusted for the Class S shares’ charges and expenses.

5The 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 Index returns do not reflect any fees or expenses. Index returns provided by Bloomberg.

⁶The 75/25 Blended Index is 75% Russell 1000^® Value and 25% S&P ADR Index (S&P ADR). S&P ADR is an unmanaged, capitalization-weighted measure of non-U.S. companies within the S&P Global 1200 Index which are listed as Level I or Level II ADRs, or ordinary shares in the U.S. The S&P Global 1200 Index is designed to measure the performance of the global equity market and is a composite of seven headline indices provided by S&P. The Index returns assume daily reinvestment of dividends. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2016 by S&P Dow Jones Indices LLC and/or its affiliates. All rights

3

Disciplined Value Series

Performance Update as of October 31, 2017

(unaudited)

reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the fund’s asset allocation will vary over time, the composition of the fund’s portfolio may not match the composition of the comparative indices.

4

Disciplined Value Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING ACCOUNT VALUE                  5/1/17		ENDING  ACCOUNT VALUE                   10/31/17		EXPENSES PAID  DURING PERIOD*                   5/1/17-10/31/17		ANNUALIZED  EXPENSE RATIO
Class S
Actual		$1,000.00		$1,082.40		$4.30		0.82%
Hypothetical (5% return before expenses)		$1,000.00		$1,021.07		$4.18		0.82%
Class I
Actual		$1,000.00		$1,083.70		$2.99		0.57%
Hypothetical (5% return before expenses)		$1,000.00		$1,022.33		$2.91		0.57%

*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 are based on one-year data.

5

Disciplined Value Series

Portfolio Composition as of October 31, 2017

(unaudited)

6

Disciplined Value Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE   (NOTE 2)
COMMON STOCKS - 98.6%
Consumer Discretionary - 10.4%
Automobiles - 0.4%
Harley-Davidson, Inc.		11,833	$	560,174
Distributors - 0.5%
Genuine Parts Co.		8,822		778,365
Hotels, Restaurants & Leisure - 2.4%
Darden Restaurants, Inc.		6,689		550,304
McDonald’s Corp.		17,728		2,958,980
				3,509,284
Household Durables - 0.4%
Whirlpool Corp.		3,553		582,443
Leisure Products - 0.4%
Hasbro, Inc.		6,537		605,261
Multiline Retail - 1.7%
Kohl’s Corp.		18,646		778,657
Macy’s, Inc.		20,176		378,502
Target Corp.		23,396		1,381,300
				2,538,459
Specialty Retail - 3.9%
Best Buy Co., Inc.		10,879		609,006
The Gap, Inc.		23,979		623,214
The Home Depot, Inc.		27,207		4,510,376
				5,742,596
Textiles, Apparel & Luxury Goods - 0.7%
VF Corp.		15,960		1,111,614
Total Consumer Discretionary				15,428,196
Consumer Staples - 15.5%
Beverages - 3.5%
Dr. Pepper Snapple Group, Inc.		9,485		812,485
PepsiCo, Inc.		39,253		4,326,858
				5,139,343
Food & Staples Retailing - 6.0%
CVS Health Corp.		27,037		1,852,846
Sysco Corp.		22,339		1,242,495
Wal-Mart Stores, Inc.		67,393		5,884,083
				8,979,424
Food Products - 3.1%
Archer-Daniels-Midland Co.		23,829		973,891
Campbell Soup Co.		13,831		655,174
General Mills, Inc.		24,737		1,284,345

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

7

Disciplined Value Series

Investment Portfolio - October 31, 2017

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Consumer Staples (continued)
Food Products (continued)
The Hershey Co.		8,779	$	932,154
The J.M. Smucker Co.		6,463		685,401
				4,530,965
Household Products - 2.9%
The Clorox Co.		6,503		822,825
Colgate-Palmolive Co.		29,017		2,044,248
Kimberly-Clark Corp.		13,257		1,491,545
				4,358,618
Total Consumer Staples				23,008,350
Energy - 2.3%
Oil, Gas & Consumable Fuels - 2.3%
Andeavor		6,488		689,285
Marathon Petroleum Corp.		21,196		1,266,249
Valero Energy Corp.		18,640		1,470,510
Total Energy				3,426,044
Financials - 11.3%
Banks - 11.3%
BB&T Corp.		31,075		1,530,133
Fifth Third Bancorp		36,881		1,065,861
JPMorgan Chase & Co.		58,469		5,882,566
U.S. Bancorp		48,710		2,648,850
Wells Fargo & Co.		100,294		5,630,505
Total Financials				16,757,915
Health Care - 16.8%
Biotechnology - 6.0%
AbbVie, Inc.		36,521		3,296,020
Amgen, Inc.		18,299		3,206,351
Gilead Sciences, Inc.		32,582		2,442,347
				8,944,718
Health Care Providers & Services - 0.6%
Cardinal Health, Inc.		14,594		903,369
Pharmaceuticals - 10.2%
Johnson & Johnson		42,844		5,972,882
Merck & Co., Inc.		79,854		4,399,157
Pfizer, Inc.		135,150		4,738,359
				15,110,398
Total Health Care				24,958,485

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

8

Disciplined Value Series

Investment Portfolio - October 31, 2017

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Industrials - 21.9%
Aerospace & Defense - 7.2%
The Boeing Co.		14,338	$	3,698,917
Lockheed Martin Corp.		8,248		2,541,704
Raytheon Co.		10,663		1,921,473
United Technologies Corp.		21,355		2,557,475
				10,719,569
Air Freight & Logistics - 2.4%
C.H. Robinson Worldwide, Inc.		7,946		623,999
United Parcel Service, Inc. - Class B		25,324		2,976,330
				3,600,329
Commercial Services & Supplies - 1.7%
Republic Services, Inc.		14,480		942,214
Waste Management, Inc.		19,105		1,569,858
				2,512,072
Electrical Equipment - 2.1%
Eaton Corp. plc		18,548		1,484,211
Emerson Electric Co.		25,416		1,638,315
				3,122,526
Industrial Conglomerates - 4.3%
3M Co.		16,095		3,704,908
Honeywell International, Inc.		18,282		2,635,533
				6,340,441
Machinery - 1.3%
Cummins, Inc.		7,052		1,247,358
Dover Corp.		7,806		745,395
				1,992,753
Road & Rail - 1.9%
Union Pacific Corp.		23,917		2,769,349
Trading Companies & Distributors - 1.0%
Fastenal Co.		17,607		827,001
W.W. Grainger, Inc.		3,033		599,624
				1,426,625
Total Industrials				32,483,664
Information Technology - 17.7%
Communications Equipment - 3.6%
Cisco Systems, Inc.		136,313		4,655,089
Motorola Solutions, Inc.		7,686		695,890
				5,350,979

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

9

Disciplined Value Series

Investment Portfolio - October 31, 2017

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Electronic Equipment, Instruments & Components - 0.7%
Corning, Inc.		34,201	$	1,070,833
IT Services - 4.3%
Automatic Data Processing, Inc.		16,161		1,878,878
International Business Machines Corp.		22,364		3,445,398
Paychex, Inc.		16,065		1,024,786
				6,349,062
Semiconductors & Semiconductor Equipment - 7.5%
Intel Corp.		117,073		5,325,651
KLA-Tencor Corp.		6,530		711,052
QUALCOMM, Inc.		42,554		2,170,680
Texas Instruments, Inc.		29,159		2,819,384
				11,026,767
Software - 0.5%
CA, Inc.		22,796		738,134
Technology Hardware, Storage & Peripherals - 1.1%
Western Digital Corp.		12,281		1,096,325
Xerox Corp.		17,626		534,244
				1,630,569
Total Information Technology				26,166,344
Materials - 2.7%
Chemicals - 1.7%
Eastman Chemical Co.		7,620		691,972
LyondellBasell Industries N.V. - Class A		17,181		1,778,749
				2,470,721
Containers & Packaging - 0.4%
Packaging Corp. of America		4,809		559,142
Metals & Mining - 0.6%
Nucor Corp.		15,326		886,303
Total Materials				3,916,166
TOTAL COMMON STOCKS
(Identified Cost $122,733,777)				146,145,164

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

10

Disciplined Value Series

Investment Portfolio - October 31, 2017

			VALUE
	SHARES		(NOTE 2)
SHORT-TERM INVESTMENT - 1.4%
Dreyfus Government Cash Management1, 0.93%
(Identified Cost $ 2,123,173)		2,123,173	$	2,123,173
TOTAL INVESTMENTS - 100.0%
(Identified Cost $ 124,856,950)				148,268,337
OTHER ASSETS, LESS LIABILITIES - 0.0%*				28,132
NET ASSETS - 100%			$	148,296,469

*Less than 0.1%.

¹Rate shown is the current yield as of October 31, 2017.

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

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

11

Disciplined Value Series

Statement of Assets and Liabilities

October 31, 2017

ASSETS:
Investments, at value (identified cost $124,856,950) (Note 2)	$	148,268,337
Dividends receivable		122,259
Receivable for fund shares sold		105,006
Foreign tax reclaims receivable		62,964
Prepaid and other expenses		13,090
TOTAL ASSETS		148,571,656
LIABILITIES:
Accrued management fees (Note 3)		58,285
Accrued fund accounting and administration fees (Note 3)		18,503
Accrued shareholder services fees (Class S) (Note 3)		6,401
Accrued Chief Compliance Officer service fees (Note 3)		306
Payable for fund shares repurchased		148,068
Audit fees payable		21,945
Other payables and accrued expenses		21,679
TOTAL LIABILITIES		275,187
TOTAL NET ASSETS	$	148,296,469
NET ASSETS CONSIST OF:
Capital stock	$	97,096
Additional paid-in-capital		103,250,151
Undistributed net investment income		374,233
Accumulated net realized gain on investments		21,163,602
Net unrealized appreciation on investments		23,411,387
TOTAL NET ASSETS	$	148,296,469
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S
($30,939,813/2,708,080 shares)	$	11.42
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($117,356,656/7,001,557 shares)	$	16.76

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

12

Disciplined Value Series

Statement of Operations

For the Year Ended October 31, 2017

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $4,780)	$	4,725,612
EXPENSES:
Management fees (Note 3)		761,176
Shareholder services fees (Class S)(Note 3)		63,977
Fund accounting and administration fees (Note 3)		54,923
Transfer agent fees (Note 3)		19,048
Directors’ fees (Note 3)		11,137
Chief Compliance Officer service fees (Note 3)		3,912
Custodian fees		9,860
Miscellaneous		96,433
Total Expenses		1,020,466
NET INVESTMENT INCOME		3,705,146
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments		25,969,874
Net change in unrealized appreciation (depreciation) on investments		3,802,331
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS		29,772,205
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	33,477,351

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

13

Disciplined Value Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	3,705,146		$	4,023,406
Net realized gain (loss) on investments		25,969,874			5,452,900
Net change in unrealized appreciation (depreciation) on investments		3,802,331			3,486,139
Net increase from operations		33,477,351			12,962,445
DISTRIBUTIONS TO SHAREHOLDERS (Note 7):
From net investment income (Class S)		(747,820	)		(428,816	)
From net investment income (Class I)		(3,303,961	)		(3,516,142	)
From net realized gain on investments (Class S)		(892,572	)		(2,478,979	)
From net realized gain on investments (Class I)		(4,593,947	)		(18,818,161	)
Total distributions to shareholders		(9,538,300	)		(25,242,098	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital share transactions (Note 5)		(43,416,296	)		3,583,814
Net decrease in net assets		(19,477,245	)		(8,695,839	)
NET ASSETS:
Beginning of year		167,773,714			176,469,553
End of year (including undistributed net investment income of $374,233 and $800,366, respectively)	$	148,296,469		$	167,773,714

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

14

Disciplined Value Series

Financial Highlights - Class S

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.16		$	11.64		$	12.75		$	11.88		$	10.14
Income from investment operations:
Net investment income1		0.20			0.22			0.26			0.26			0.26
Net realized and unrealized gain (loss) on investments		1.89			0.53			(0.21	)		1.25			1.89
Total from investment operations		2.09			0.75			0.05			1.51			2.15
Less distributions to shareholders:
From net investment income		(0.33	)		(0.32	)		(0.36	)		(0.34	)		(0.35	)
From net realized gain on investments		(0.50	)		(1.91	)		(0.80	)		(0.30	)		(0.06	)
Total distributions to shareholders		(0.83	)		(2.23	)		(1.16	)		(0.64	)		(0.41	)
Net asset value - End of year	$	11.42		$	10.16		$	11.64		$	12.75		$	11.88
Net assets - End of year (000’s omitted)	$	30,940		$	15,022		$	15,471		$	13,716		$	10,667
Total return2		21.52	%		7.99	%		0.63	%		13.12	%		21.70	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.82	%		0.82	%		0.79	%		0.79	%		0.81	%
Net investment income		1.91	%		2.19	%		2.14	%		2.11	%		2.31	%
Portfolio turnover		34	%		39	%		49	%		23	%		19	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

15

Disciplined Value Series

Financial Highlights - Class I

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	14.54		$	15.69		$	16.76		$	15.41		$	13.03
Income from investment operations:
Net investment income1		0.35			0.35			0.39			0.38			0.37
Net realized and unrealized gain (loss) on investments		2.73			0.75			(0.27	)		1.64			2.45
Total from investment operations		3.08			1.10			0.12			2.02			2.82
Less distributions to shareholders:
From net investment income		(0.36	)		(0.34	)		(0.39	)		(0.37	)		(0.38	)
From net realized gain on investments		(0.50	)		(1.91	)		(0.80	)		(0.30	)		(0.06	)
Total distributions to shareholders		(0.86	)		(2.25	)		(1.19	)		(0.67	)		(0.44	)
Net asset value - End of year	$	16.76		$	14.54		$	15.69		$	16.76		$	15.41
Net assets - End of year (000’s omitted)	$	117,357		$	152,751		$	160,999		$	191,337		$	158,989
Total return2		21.86	%		8.24	%		0.91	%		13.44	%		22.02	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.57	%		0.57	%		0.54	%		0.54	%		0.56	%
Net investment income		2.24	%		2.46	%		2.44	%		2.38	%		2.63	%
Portfolio turnover		34	%		39	%		49	%		23	%		19	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

16

Disciplined Value Series

Notes to Financial Statements

1. Organization

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

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

The Fund’s Advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2017, 10.6 billion shares have been designated in total among 39 series, of which 100 million have been designated as Disciplined Value Series Class I common stock and 100 million have been designated as Disciplined Value Series Class S common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

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

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

17

Disciplined Value 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, 2017 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	15,428,196	$	15,428,196	$	—	$	—
Consumer Staples		23,008,350		23,008,350		—		—
Energy		3,426,044		3,426,044		—		—
Financials		16,757,915		16,757,915		—		—
Health Care		24,958,485		24,958,485		—		—
Industrials		32,483,664		32,483,664		—		—
Information Technology		26,166,344		26,166,344		—		—
Materials		3,916,166		3,916,166		—		—
Mutual Fund		2,123,173		2,123,173		—		—
Total assets	$	148,268,337	$	148,268,337	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2016 or October 31, 2017.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2017.

New Accounting Guidance

On August 1, 2017, the Fund implemented amendments to Regulation S-X, issued by the Securities and Exchange Commission, which require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Adoption had no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

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

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

18

Disciplined Value Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Federal Taxes (continued)

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, 2017, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2014 through October 31, 2017. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

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

3. Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.45% of the Series’ average daily net assets.

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

19

Disciplined Value Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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

The Advisor has contractually agreed, until at least February 28, 2018, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of shareholder service fees, at no more than 0.60% of average daily net assets each year. For the year ended October 31, 2017, the Advisor did not waive fees or reimburse expenses for the Series. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

Pursuant to a master services agreement effective through February 28, 2017, the Fund paid the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees were charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, were charged. The Advisor had agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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

4. Purchases and Sales of Securities

For the year ended October 31, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $56,915,328 and $106,894,493, respectively. There were no purchases or sales of U.S. Government securities.

20

Disciplined Value Series

Notes to Financial Statements (continued)

5. Capital Stock Transactions

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

CLASS S	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,545,061		$	16,323,508			506,341		$	5,119,278
Reinvested		156,422			1,637,234			303,546			2,901,921
Repurchased		(471,810	)		(5,038,973	)		(660,648	)		(6,498,990	)
Total		1,229,673		$	12,921,769			149,239		$	1,522,209
CLASS I	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,890,531		$	29,193,940			1,657,230		$	23,170,514
Reinvested		285,798			4,347,380			791,422			10,754,253
Repurchased		(5,679,847	)		(89,879,385	)		(2,205,722	)		(31,863,162	)
Total		(3,503,518	)	$	(56,338,065	)		242,930		$	2,061,605

At October 31, 2017, one shareholder account owned 17.7% of the Series. 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, 2017.

7. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatment in the timing of recognition of net investment income, or gains and losses, including losses deferred due to wash sales and the use of equalization. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations, without impacting the Series’ net asset value. For the year ended October 31, 2017, amounts were reclassified within the capital accounts to decrease Undistributed Net Investment Income by $79,498, increase Additional Paid in Capital by $4,617,662, and decrease Accumulated Net Realized Gain on Investments by $4,538,164. Any such reclassifications are not reflected in the financial highlights.

21

Disciplined Value Series

Notes to Financial Statements (continued)

7. Federal Income Tax Information (continued)

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED  10/31/17		FOR THE YEAR ENDED 10/31/16
Ordinary income	$	4,505,240	$	4,100,118
Long-term capital gains		5,033,060		21,141,980

At October 31, 2017, 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	$	125,056,560
Unrealized appreciation		25,820,611
Unrealized depreciation		(2,608,834	)
Net unrealized appreciation	$	23,211,777
Undistributed ordinary income	$	1,777,866
Undistributed long-term capital gains	$	19,959,579

22

Disciplined Value Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Disciplined Value 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 Disciplined Value Series (one of the series constituting Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of October 31, 2017, 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 as of October 31, 2017 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 18, 2017

23

Disciplined Value 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 $4,407,136 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 84.51%.

The Series designates $25,409,952 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2017.

24

Disciplined Value 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.manning-napier.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 directors and officers, 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 and Officer

Name:	Michele T. Mosca*
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:	Indefinite – Chairman and Director since August 20161
Principal Occupation(s) During Past 5 Years:	Managing Director, Funds Group (since 2009) - Manning & Napier Advisors, LLC; President, Director (since 2015) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (since 2016) - Rainier Investment Management Mutual Funds, Inc. Holds the following title for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Trustee - Rainier Investment Management Mutual Funds (since 2016)

Independent  Directors

Name:	Stephen B. Ashley
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 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director & Chief Executive Officer (1997 to present) - 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:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Chairman
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Governance & Nominating Committee Chairman since 2016; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech)(2000-present); ViroPharma, Inc. (speciality pharmaceuticals)(2000-2014); HLTH (WebMD)(information)(2000-2010); Cheyne Capital International (investment)(2000-present); GMP Companies (investment)(2000-2011); Cytos Biotechnology Ltd (biotechnology)(2012-2014); Cerus (biomedical)(2016-present); PureEarth(non-profit)(2012-present)

25

Disciplined Value Series

Directors’ and Officers’ Information

(unaudited)

Independent  Directors  (continued)

Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Boston Early Music Festival (non-profit)(2007-present); Amherst Early Music, Inc. (non-profit)(2009-present); Gotham Early Music Scene, Inc. (non-profit)(2009-present); Partnership for New York City, Inc. (non-profit)(1989-2010); New York Collegium (non-profit)(2004-2011)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	82
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 (1994- present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university)(1972-present); Culinary Institute of America (non-profit college)(1985-present); George Eastman House (museum)(1988-present); National Restaurant Association (restaurant trade organization)(1978-present)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite – Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university)(2005-present); Town of Greenburgh, NY Planning Board (municipal government) (2015-present)
Officers:
Name:	Jeffrey S. Coons, Ph.D., CFA®
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
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 (2002 – 2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer, or Senior Trust Officer
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.

26

Disciplined Value Series

Directors’ and Officers’ Information

(unaudited)

Officers  (continued)

Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company; Chief Financial Officer since 2017- Rainier Investment Management Mutual Funds, Inc.
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Chief Compliance Officer since 2004; Anti-Money Laundering Officer since 2002; Corporate Secretary (1997-2016)- Manning & Napier Fund, Inc.; Chief Compliance Officer and Anti-Money Laundering Officer since 2017 – Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:	Director of Compliance since 2005; Compliance Manager (1995-2005) – Manning & Napier Advisors, LLC and affiliates; Corporate Secretary – Manning & Napier Investor Services, Inc. since 2006
Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	29
Current Position(s) Held with Fund:	Assistant Vice President
Term of Office1 & Length of Time Served:	Since 2017
Principal Occupation(s) During Past 5 Years:	Director of Funds Group since 2017; Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC.
Name:	Amy Williams
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Documentation - Manning & Napier Advisors, LLC and affiliates since 2009 Holds one or more of the following titles for various affiliates: Director
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	52
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Chief Legal Officer since 2016 - Rainier Investment Management, LLC; Chief Legal Officer since 2016 - Rainier Investment Management Mutual Funds, Inc. Holds one or more of the following titles for various affiliates: Director, Corporate Secretary, Chief Legal Officer

*Interested Director, within the meaning of the 1940 Act by reason of her positions with the Fund’s investment advisor, Manning & Napier Advisors, LLC and Distributor, Manning & Napier Investor Services, Inc.

¹The term of office of all officers shall be one year and until their respective successors are chosen and qualified, or his or her earlier resignation or removal as provided in the Fund’s By-Laws.

27

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28

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29

Disciplined Value Series

Literature Requests

(unaudited)

Proxy  Voting  Policies  and  Procedures

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

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

Proxy  Voting  Record

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

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

Quarterly  Portfolio  Holdings

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

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

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

Prospectus  and  Statement  of  Additional  Information  (SAI)

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

Additional  information  available  at  www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

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

MNDIV-10/17-AR

Overseas Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Just one year ago, many investors were anticipating a widespread sell-off in domestic equity markets after Donald Trump won the election for the U.S. presidency. Not only did a sell-off fail to materialize, but equities actually moved sharply higher and remained on an upward trajectory throughout the year. The advance in equities was despite ongoing uncertainty surrounding policy implementation and how the new administration’s agenda might ultimately affect U.S. economic growth. For the year ended October 31, 2017, domestic equities were up 23.63%, as measured by the S&P 500 Index. International equities, as measured by the MSCI ACWI ex USA Index, also fared extraordinarily well, up 23.64%. Domestic investment-grade bonds, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, experienced relatively subdued performance, up 0.90%. Within fixed income, corporate bonds led, with high-yield securities in particular delivering very strong performance.

Much of the move upward in asset markets has been driven by stronger corporate earnings that materialized in early 2017 within both developed and emerging markets, supported by synchronized economic growth across all major global regions. Further, although Federal Reserve (Fed) policymakers continued gradually raising the target range for the federal funds rate and began reducing the Fed’s securities holdings, central bank policies across the globe have remained generally accommodative, providing an additional tailwind for asset prices.

Investors are undoubtedly enjoying the “Goldilocks” state of the economy: not too cold so as to usher in a recession, and not too hot so as to cause runaway inflation. Nonetheless, it is our view that market participants should temper their expectations going forward. The U.S. continues to move along in its economic cycle, and while it is not our view that we are on the cusp of a bear market, the status of our indicators suggest that we are certainly closer to the end of the current bull market than we are to the beginning. Complacency is elevated, there are significantly fewer pockets of cheap valuations remaining compared to the past several years, and U.S. valuations in particular limit upside potential, offering little support for asset prices should volatility in the financial markets materialize. This is surely not the time for investors to chase returns or take on unnecessary risk. Rather, it is our view that current market dynamics are consistent with rising risks that must be actively managed, and investors should maintain allocations consistent with their long-term investment objectives.

With this in mind, we discuss recent fund performance in this report, highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful, and look forward to working with you in the years ahead to meet your investment goals.

Thank you for your continued confidence in us.

Sincerely,

Manning & Napier Advisors, LLC

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 and do not reflect any fees or expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

The MSCI ACWI ex USA Index (ACWIxUS) is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

1

Overseas Series

Fund Commentary

(unaudited)

Investment Objective

To maximize long-term growth by investing principally in the common stocks of companies located around the world. The Series invests primarily in foreign companies, including those in developed and emerging markets.

Performance Commentary

International equity markets generally delivered very strong absolute returns for the twelve-month period ended October 31, 2017. The broad MSCI ACWI ex USA Index (ACWIxUS) returned 23.64%. Emerging market equities generally outperformed developed markets during the period, and the U.S. dollar generally depreciated during the year which supported international equity returns for U.S.-based investors.

Although the Overseas Series returned 20.49% during the year, it underperformed the benchmark on a relative basis. Importantly, the Series has provided robust positive absolute returns over the current international stock market cycle, which began in April 2003. The Series’ underperformance relative to the ACWIxUS benchmark during the year was driven by sector positioning. Conversely, stock selection aided relative returns. The most notable detractors from relative performance were overweight allocations relative to the benchmark to Consumer Staples and Health Care, an underweight allocation to Financials, and equity selection in Consumer Discretionary and Energy. This was offset with strong stock selection in the Consumer Staples, Telecommunication Services, and Materials sectors. From a country basis, equity selection in the Netherlands, Germany, Japan, and Ireland provided the biggest headwinds to relative performance while an underweight to Japan was a positive contributor.

Our focus on growing companies which we believe can control their own destiny has led to meaningful allocations to the Consumer Staples and Health Care sectors. The Series has relatively little exposure to economically sensitive sectors like Financials, Energy, or Consumer Discretionary. We have generally found companies within some of the more defensive sectors to be overvalued given the lower growth prospects, which has resulted in underweight allocations to the Utilities, Telecommunication Services, and Real Estate segments. Regionally, approximately 75% of the Series is allocated to Europe, 11% to Emerging Markets, and 5% to the Americas, with the remaining assets allocated to the Pacific region.

As we begin the new fiscal year, earnings growth across major global regions, accelerating business activity, and an improving economic backdrop are supportive of international equity prices. However, as markets continue to advance, we believe it is important to express our view that investors should exercise caution and selectivity due to rising risks associated with elevated complacency, valuations across most markets that remain at or somewhat above fair value, and the inflection in global monetary policy to less accommodative conditions. We believe these risk factors reinforce the need for an active, fundamentals-based investment approach, as it will be critical to manage them going forward.

Please see the next page for additional performance information as of October 31, 2017.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

Allocation data is based on country of incorporation.

All investments involve risks, including possible loss of principal. Funds whose investments are concentrated in foreign countries may be subject to fluctuating currency values, different accounting standards, and economic and political instability. The value of the Series may be affected by changes in exchange rates between foreign currencies and the U.S. dollar. Investments in emerging markets may be more volatile than investments in more developed markets.

2

Overseas Series

Performance Update as of October 31, 2017

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2017
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Overseas Series3,4		20.49	%		6.25	%		1.21	%		7.94	%
MSCI ACWI ex USA Index5		23.64	%		7.29	%		0.92	%		6.11	%

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, 2017 to the MSCI ACWI ex USA Index.

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

²Performance numbers for the Series are calculated from September 23, 1998, the Collective’s inception date (see Note 4 below). Prior to 2001, the MSCI ACWI ex USA 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, 2017, 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 0.77% for the year ended October 31, 2017.

⁴Prior to July 10, 2002, all performance figures reflect the performance of the Exeter Trust Company Group Trust for Employee Benefit Plans: International Collective Investment Trust (the “Collective”), which was managed by Manning & Napier Advisors, Inc. (predecessor to Manning & Napier Advisors, LLC), an affiliate of the distributor, and reorganized into the Manning & Napier Fund, Inc. Overseas Series on July 10, 2002. The Collective was not open to the public generally or registered under the Investment Company Act of 1940 and the fees of the Collective were lower than the Series’ fees. Therefore, the historical performance of the Collective would have been lower if the Collective had been subject to the same fees as the Series.

⁵The MSCI ACWI ex USA Index (ACWIxUS) is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

3

Overseas Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING                                   ACCOUNT VALUE 5/1/17	ENDING  ACCOUNT VALUE                           10/31/17	EXPENSES PAID  DURING PERIOD*                           5/1/17-10/31/17
Actual	$1,000.00	$1,083.20	$3.94
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 ratios stated above may differ from the expense ratios stated in the financial highlights, which are 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, 2017

(unaudited)

5

Overseas Series

Investment Portfolio - October 31, 2017

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS - 94.3%
Consumer Discretionary - 6.0%
Hotels, Restaurants & Leisure - 3.6%
Accor S.A. (France)1		538,815	$	26,880,330
Media - 0.6%
Quebecor, Inc. - Class B (Canada)		26,167		987,373
Shaw Communications, Inc. - Class B (Canada)		174,350		3,981,359
				4,968,732
Textiles, Apparel & Luxury Goods - 1.8%
lululemon athletica, Inc. (United States)*		219,015		13,471,613
Total Consumer Discretionary				45,320,675
Consumer Staples - 25.1%
Beverages - 10.7%
Ambev S.A. - ADR (Brazil)		4,090,400		25,892,232
Anheuser-Busch InBev S.A./N.V. (Belgium)1		238,480		29,242,702
Diageo plc (United Kingdom)1		763,080		26,058,191
				81,193,125
Food Products - 5.4%
Danone S.A. (France)1		223,490		18,266,092
Nestle S.A. (Switzerland)1		263,045		22,132,221
				40,398,313
Personal Products - 5.9%
Beiersdorf AG (Germany)1		124,915		14,051,748
Unilever plc - ADR (United Kingdom)		538,940		30,530,951
				44,582,699
Tobacco - 3.1%
Japan Tobacco, Inc. (Japan)1		708,100		23,438,253
Total Consumer Staples				189,612,390
Energy - 4.8%
Energy Equipment & Services - 3.9%
Schlumberger Ltd. (United States)		458,195		29,324,480
Oil, Gas & Consumable Fuels - 0.9%
Cameco Corp. (Canada)		809,975		6,593,197
Total Energy				35,917,677
Financials - 3.4%
Banks - 3.4%
Bankia S.A. (Spain)1		2,775,825		13,246,917
CaixaBank S.A. (Spain)1		2,725,115		12,749,163
Total Financials				25,996,080

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

6

Overseas Series

Investment Portfolio - October 31, 2017

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Health Care - 17.6%
Health Care Equipment & Supplies - 4.3%
Medtronic plc (United States)		404,160	$	32,542,963
Health Care Providers & Services - 3.4%
Fresenius Medical Care AG & Co. KGaA (Germany)1		260,795		25,250,680
Life Sciences Tools & Services - 3.2%
QIAGEN N.V. (United States)		316,566		10,718,925
QIAGEN N.V. (United States)1		396,974		13,468,023
				24,186,948
Pharmaceuticals - 6.7%
Novartis AG - ADR (Switzerland)		352,845		29,137,940
Perrigo Co. plc (United States)		265,205		21,478,953
				50,616,893
Total Health Care				132,597,484
Industrials - 14.1%
Airlines - 1.5%
Ryanair Holdings plc - ADR (Ireland)*		100,852		11,306,518
Construction & Engineering - 1.9%
Vinci S.A. (France)1		149,890		14,685,869
Machinery - 2.1%
Metso OYJ (Finland)1		106,005		3,849,919
The Weir Group plc (United Kingdom)1		458,265		11,880,327
				15,730,246
Trading Companies & Distributors - 4.1%
Brenntag AG (Germany)1		413,139		23,439,740
Howden Joinery Group plc (United Kingdom)1		1,376,500		7,496,301
				30,936,041
Transportation Infrastructure - 4.5%
Aena SME S.A. (Spain)1,2		143,800		26,383,513
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		730,400		3,689,764
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		38,550		3,659,166
				33,732,443
Total Industrials				106,391,117
Information Technology - 10.3%
Internet Software & Services - 5.6%
Alibaba Group Holding Ltd. - ADR (China)*		83,980		15,527,062
China Literature Ltd. - Rights (Expires 11/03/2017) (Hong Kong)*3		341		—
NetEase, Inc. - ADR (China)		27,355		7,711,922
Tencent Holdings Ltd. - Class H (China)1		428,690		19,267,518
				42,506,502

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

7

Overseas Series

Investment Portfolio - October 31, 2017

			VALUE
	SHARES		(NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services - 3.5%
Amdocs Ltd. (United States)		402,139	$	26,179,249
Software - 1.2%
Atlassian Corp. plc - Class A (Australia)*		191,282		9,252,310
Total Information Technology				77,938,061
Materials - 9.5%
Chemicals - 6.6%
Akzo Nobel N.V. (Netherlands)1		246,250		22,231,667
Mexichem, S.A.B. de C.V. (Mexico)		2,511,650		6,469,168
Solvay S.A. (Belgium)1		144,175		21,418,392
				50,119,227
Metals & Mining - 2.9%
Antofagasta plc (Chile)1		444,475		5,633,084
First Quantum Minerals Ltd. (Zambia)		467,200		5,225,716
Grupo Mexico, S.A.B. de C.V. - Series B (Mexico)		1,160,400		3,773,830
Lundin Mining Corp. (Canada)		968,743		7,388,909
				22,021,539
Total Materials				72,140,766
Real Estate - 1.0%
Equity Real Estate Investment Trusts (REITS) - 1.0%
Unibail-Rodamco S.E. (France)1		30,620		7,664,404
Telecommunication Services - 2.5%
Diversified Telecommunication Services - 2.5%
Iliad S.A. (France)1		74,505		18,597,860
TOTAL COMMON STOCKS
(Identified Cost $638,562,944)				712,176,514
SHORT-TERM INVESTMENT - 3.6%
Dreyfus Government Cash Management4, 0.93%
(Identified Cost $27,483,479)		27,483,479		27,483,479
TOTAL INVESTMENTS - 97.9%
(Identified Cost $666,046,423)				739,659,993
OTHER ASSETS, LESS LIABILITIES - 2.1%				15,821,756
NET ASSETS - 100%			$	755,481,749

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

8

Overseas Series

Investment Portfolio - October 31, 2017

ADR - American Depositary Receipt

*Non-income producing security.

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

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $26,383,513 or 3.5% of the Series’ net assets as of October 31, 2017.

³Security has been valued at fair value as determined in good faith by the Advisor and is classified as Level 3 in the fair value hierarchy.

⁴Rate shown is the current yield as of October 31, 2017.

The Series’ portfolio holds, as a percentage of net assets, greater than 10% in the following countries: United States - 19.5%; France - 11.4%; United Kingdom - 10.1%.

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

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

9

Overseas Series

Statement of Assets & Liabilities

October 31, 2017

ASSETS:
Investments, at value (identified cost $666,046,423) (Note 2)	$	739,659,993
Receivable for securities sold		12,331,357
Foreign tax reclaims receivable		4,431,190
Dividends receivable		542,560
Receivable for fund shares sold		152,688
TOTAL ASSETS		757,117,788
LIABILITIES:
Accrued management fees (Note 3)		413,287
Accrued fund accounting and administration fees (Note 3)		38,632
Accrued Chief Compliance Officer service fees (Note 3)		306
Payable for securities purchased		1,035,563
Payable for fund shares repurchased		96,228
Other payables and accrued expenses		52,023
TOTAL LIABILITIES		1,636,039
TOTAL NET ASSETS	$	755,481,749
NET ASSETS CONSIST OF:
Capital stock	$	305,506
Additional paid-in-capital		800,901,803
Undistributed net investment income		8,968,747
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(128,128,662	)
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		73,434,355
TOTAL NET ASSETS	$	755,481,749
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I
($755,481,749/30,550,616 shares)	$	24.73

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

10

Overseas Series

Statement of Operations

For the Year Ended October 31, 2017

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $1,784,432)	$	16,944,562
EXPENSES:
Management fees (Note 3)		6,225,558
Fund accounting and administration fees (Note 3)		122,557
Directors’ fees (Note 3)		60,658
Transfer agent fees (Note 3)		4,996
Chief Compliance Officer service fees (Note 3)		4,037
Custodian fees		148,537
Miscellaneous		271,522
Total Expenses		6,837,865
Less reduction of expenses (Note 3)		(167,624	)
Net Expenses		6,670,241
NET INVESTMENT INCOME		10,274,321
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments (net of foreign capital gains tax of $5,046)		56,160,662
Litigation proceeds (Note 4)		2,316,585
Foreign currency and translation of other assets and liabilities		(373,065	)
		58,104,182
Net change in unrealized appreciation (depreciation) on-
Investments (net of decrease in accrued foreign capital gains tax of $1,062)		101,260,636
Foreign currency and translation of other assets and liabilities		206,823
		101,467,459
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		159,571,641
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	169,845,962

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

11

Overseas Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	10,274,321		$	18,871,060
Net realized gain (loss) on investments and foreign currency		58,104,182			(90,237,207	)
Net change in unrealized appreciation on investments and foreign currency		101,467,459			57,079,534
Net increase (decrease) from operations		169,845,962			(14,286,613	)
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income		(15,662,741	)		(27,334,427	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net decrease from capital share transactions (Note 5)		(332,306,533	)		(750,051,441	)
Net decrease in net assets		(178,123,312	)		(791,672,481	)
NET ASSETS:
Beginning of year		933,605,061			1,725,277,542
End of year (including undistributed net investment income of $8,968,747 and $14,321,898, respectively)	$	755,481,749		$	933,605,061

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

12

Overseas Series

Financial Highlights*

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	20.88		$	21.34		$	24.31		$	27.39		$	22.47
Income (loss) from investment operations:
Net investment income1		0.26			0.32			0.32			0.36			0.41
Net realized and unrealized gain (loss) on investments		3.94			(0.41	)		(1.14	)		(1.98	)		4.88
Total from investment operations		4.20			(0.09	)		(0.82	)		(1.62	)		5.29
Less distributions to shareholders:
From net investment income		(0.35	)		(0.37	)		(0.36	)		(0.37	)		(0.37	)
From net realized gain on investments		—			—			(1.79	)		(1.09	)		—
Total distributions to shareholders		(0.35	)		(0.37	)		(2.15	)		(1.46	)		(0.37	)
Net asset value - End of year	$	24.73		$	20.88		$	21.34		$	24.31		$	27.39
Net assets - End of year (000’s omitted)	$	755,482		$	933,605		$	1,725,278		$	2,652,308		$	2,661,662
Total return2		20.49	%3		(0.35	%)		(3.02	%)		(6.13	%)		23.87	%
Ratios (to average net assets)/Supplemental Data:
Expenses**		0.75	%		0.75	%		0.74	%		0.74	%		0.75	%
Net investment income		1.16	%		1.54	%		1.41	%		1.37	%		1.65	%
Portfolio turnover		44	%		37	%		59	%		39	%		43	%
*Effective March 1, 2017, Class A shares of the Series have been redesignated as Class I shares.
**The investment advisor did not impose all or a portion of its management and/or other fees, and in some years may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Series, the expense ratio (to average net assets) would have increased by the following amounts:
		0.02	%		N/A			N/A			N/A			N/A

¹Calculated based on average shares outstanding during the years.

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

³Includes litigation proceeds (see Statement of Operations). Excluding this amount, the Series’ total return is 20.10%.

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

13

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. Effective March 1, 2017, Class A shares of the Series have been redesignated as Class I shares. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2017, 10.6 billion shares have been designated in total among 39 series, of which 200 million have been designated as Overseas Series Class I common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

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

14

Overseas 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, 2017 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	45,320,675	$	18,440,345	$	26,880,330	$	—
Consumer Staples		189,612,390		56,423,183		133,189,207		—
Energy		35,917,677		35,917,677		—		—
Financials		25,996,080		—		25,996,080		—
Health Care		132,597,484		93,878,781		38,718,703		—
Industrials		106,391,117		18,655,448		87,735,669		—
Information Technology		77,938,061		58,670,543		19,267,518		—	*
Materials		72,140,766		22,857,623		49,283,143		—
Real Estate		7,664,404		—		7,664,404		—
Telecommunication Services		18,597,860		—		18,597,860		—
Mutual Fund		27,483,479		27,483,479		—		—
Total assets	$	739,659,993	$	332,327,079	$	407,332,914	$	—

*China Literature Ltd. - Rights (Expires 11/03/2017) (Hong Kong) is a Level 3 security as of October 31, 2017. However, there is no value for this security reported in the financial statements.

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, 2016.

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 levels during the year ended October 31, 2017.

New Accounting Guidance

On August 1, 2017, the Fund implemented amendments to Regulation S-X, issued by the Securities and Exchange Commission, which require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Adoption had no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

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

15

Overseas Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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 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, 2017, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2014 through October 31, 2017. 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.

16

Overseas Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Other

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

3. Transactions with Affiliates

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

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

The Advisor has contractually agreed, until at least February 28, 2018, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series at no more than 0.75% of average daily net assets each year. Accordingly, the Advisor waived fees of $167,624 for the year ended October 31, 2017, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

Pursuant to a master services agreement effective through February 28, 2017, the Fund paid the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees were charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, were charged. The Advisor had agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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

17

Overseas Series

Notes to Financial Statements (continued)

4. Purchases and Sales of Securities

For the year ended October 31, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $372,607,858 and $731,420,687 respectively. There were no purchases or sales of U.S. Government securities. The Series received proceeds from settlement of litigation where they were able to recover a portion of investment losses previously realized by the Series. This amount is shown as litigation proceeds in the Statement of Operations.

5. Capital Stock Transactions

Transactions in Class I shares of Overseas Series were:

	FOR THE YEAR ENDED 10/31/2017						FOR THE YEAR ENDED 10/31/2016
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		4,379,024		$	98,607,521			5,020,767		$	98,878,846
Reinvested		686,873			13,936,654			1,253,129			25,137,767
Repurchased		(19,225,166	)		(444,850,708	)		(42,419,827	)		(874,068,054	)
Total		(14,159,269	)	$	(332,306,533	)		(36,145,931	)	$	(750,051,441	)

At October 31, 2017, one shareholder account owned 11.2% of the Series. In addition, the Advisor and its affiliates owned 0.7% of the Series. 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, 2017.

7. Foreign Securities

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

8. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing 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 year ended October 31, 2017, amounts were reclassified within the capital accounts to increase Undistributed Net Investment Income by $35,269, and decrease Accumulated Net Realized Loss on Investments by $35,269. Any such reclassifications are not reflected in the financial highlights.

18

Overseas Series

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED 10/31/17		FOR THE YEAR ENDED 10/31/16
Ordinary income	$	15,662,741	$	27,334,427

At October 31, 2017, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	682,013,086
Unrealized appreciation		89,177,183
Unrealized depreciation		(31,530,276	)
Net unrealized appreciation	$	57,646,907
Undistributed ordinary income	$	8,968,747
Capital loss carryforward	$	(112,161,999	)

At October 31, 2017, the Series had net short-term capital loss carryforwards of $8,167,191 and net long-term capital loss carryforwards of $103,994,808, which may be carried forward indefinitely.

As of October 31, 2017, the capital loss carryover utilized in the current year was $36,489,043.

19

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 (one of the series constituting Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of October 31, 2017, 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 as of October 31, 2017 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 18, 2017

20

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 $17,043,763 or, if different, the maximum amount allowable under the tax law, as qualified dividend income.

The Series has elected to pass through to its shareholders, foreign source income of $18,580,572 and foreign taxes paid of $1,381,022 for the year ended October 31, 2017.

21

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.manning-napier.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 directors and officers, 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 and Officer
Name:	Michele T. Mosca*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:	Indefinite – Chairman and Director since August 20161
Principal Occupation(s) During Past 5 Years:	Managing Director, Funds Group (since 2009) - Manning & Napier Advisors, LLC; President, Director (since 2015) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (since 2016) - Rainier Investment Management Mutual Funds, Inc. Holds the following title for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Trustee - Rainier Investment Management Mutual Funds (since 2016)
Independent Directors
Name:	Stephen B. Ashley
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 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director & Chief Executive Officer (1997 to present) - 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:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Chairman
Term of Office & Length of Time Served:	Indefinite – Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Governance & Nominating Committee Chairman since 2016; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech) (2000-present); ViroPharma, Inc. (speciality pharmaceuticals) (2000-2014); HLTH (WebMD) (information) (2000-2010); Cheyne Capital International (investment)(2000-present); GMP Companies (investment) (2000-2011); Cytos Biotechnology Ltd (biotechnology) (2012-2014); Cerus (biomedical) (2016-present); PureEarth(non-profit) (2012-present)

22

Overseas Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Boston Early Music Festival (non-profit)(2007-present); Amherst Early Music, Inc. (non-profit)(2009-present); Gotham Early Music Scene, Inc. (non-profit)(2009-present); Partnership for New York City, Inc. (non-profit)(1989-2010); New York Collegium (non-profit)(2004-2011)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	82
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 (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university)(1972-present); Culinary Institute of America (non-profit college)(1985-present); George Eastman House (museum)(1988-present); National Restaurant Association (restaurant trade organization)(1978-present)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university)(2005-present); Town of Greenburgh, NY Planning Board (municipal government) (2015-present)
Officers:
Name:	Jeffrey S. Coons, Ph.D., CFA®
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
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 (2002 - 2015) - Manning & Napier Advisors, LLC
	Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer, or Senior Trust Officer
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.

23

Overseas Series

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company; Chief Financial Officer since 2017 - Rainier Investment Management Mutual Funds, Inc.
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Chief Compliance Officer since 2004; Anti-Money Laundering Officer since 2002; Corporate Secretary (1997-2016)- Manning & Napier Fund, Inc.; Chief Compliance Officer and Anti-Money Laundering Officer since 2017 - Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:	Director of Compliance since 2005; Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	29
Current Position(s) Held with Fund:	Assistant Vice President
Term of Office1 & Length of Time Served:	Since 2017
Principal Occupation(s) During Past 5 Years:	Director of Funds Group since 2017; Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC.
Name:	Amy Williams
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Documentation - Manning & Napier Advisors, LLC and affiliates since 2009
	Holds one or more of the following titles for various affiliates: Director
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	52
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Chief Legal Officer since 2016 - Rainier Investment Management, LLC; Chief Legal Officer since 2016 - Rainier Investment Management Mutual Funds, Inc.
	Holds one or more of the following titles for various affiliates: Director, Corporate Secretary, Chief Legal Officer

*Interested Director, within the meaning of the 1940 Act by reason of her positions with the Fund’s investment advisor, Manning & Napier Advisors, LLC and Distributor, Manning & Napier Investor Services, Inc.

¹The term of office of all officers shall be one year and until their respective successors are chosen and qualified, or his or her earlier resignation or removal as provided in the Fund’s By-Laws.

24

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25

Overseas Series

Literature Requests

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

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

MNOVS-10/17-AR

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Just one year ago, many investors were anticipating a widespread sell-off in domestic equity markets after Donald Trump won the election for the U.S. presidency. Not only did a sell-off fail to materialize, but equities actually moved sharply higher and remained on an upward trajectory throughout the year. The advance in equities was despite ongoing uncertainty surrounding policy implementation and how the new administration’s agenda might ultimately affect U.S. economic growth. For the year ended October 31, 2017, domestic equities were up 23.63%, as measured by the S&P 500 Index. International equities, as measured by the MSCI ACWI ex USA Index, also fared extraordinarily well, up 23.64%. Domestic investment-grade bonds, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, experienced relatively subdued performance, up 0.90%. Within fixed income, corporate bonds led, with high-yield securities in particular delivering very strong performance.

Much of the move upward in asset markets has been driven by stronger corporate earnings that materialized in early 2017 within both developed and emerging markets, supported by synchronized economic growth across all major global regions. Further, although Federal Reserve (Fed) policymakers continued gradually raising the target range for the federal funds rate and began reducing the Fed’s securities holdings, central bank policies across the globe have remained generally accommodative, providing an additional tailwind for asset prices.

Investors are undoubtedly enjoying the “Goldilocks” state of the economy: not too cold so as to usher in a recession, and not too hot so as to cause runaway inflation. Nonetheless, it is our view that market participants should temper their expectations going forward. The U.S. continues to move along in its economic cycle, and while it is not our view that we are on the cusp of a bear market, the status of our indicators suggest that we are certainly closer to the end of the current bull market than we are to the beginning. Complacency is elevated, there are significantly fewer pockets of cheap valuations remaining compared to the past several years, and U.S. valuations in particular limit upside potential, offering little support for asset prices should volatility in the financial markets materialize. This is surely not the time for investors to chase returns or take on unnecessary risk. Rather, it is our view that current market dynamics are consistent with rising risks that must be actively managed, and investors should maintain allocations consistent with their long-term investment objectives.

With this in mind, we discuss recent fund performance in this report, highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful, and look forward to working with you in the years ahead to meet your investment goals.

Thank you for your continued confidence in us.

Sincerely,

Manning & Napier Advisors, LLC

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 and do not reflect any fees or expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

The MSCI ACWI ex USA Index (ACWIxUS) is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

1

Fund Commentary

(unaudited)

Investment Objective

The Pro-Blend^® Series are strategically allocated across stocks, bonds, and cash to balance growth, capital preservation, and income to fit a range of investor risk management priorities.

Performance Commentary

Both domestic and international equity markets delivered positive absolute returns for the twelve-month period ended October 31, 2017, and the domestic bond market was modestly positive. Each of the Pro-Blend Series delivered positive absolute returns during the one-year period. However, with the exception of the Class I shares of the Pro-Blend Conservative Term Series, they each underperformed their respective blended benchmarks on a relative basis.

Stock selection challenged relative returns and was the primary contributor to the Series’ underperformance. Specifically, selection in the Health Care, Consumer Discretionary, and Energy sectors detracted from relative returns across all portfolios. In addition, the Series’ overweight to Health Care as well as an underweight to Financials, detracted from relative returns.

Offsetting a portion of the relative performance headwind was the aggregate effect of sector allocations, which aided relative returns. Each Series’ overweight to Information Technology and Materials compared to the blended benchmark, as well as an underweight to Energy, aided relative returns as well. In addition, broad fixed income exposure aided relative returns.

Our focus on growing companies that we believe can control their own destiny has led to meaningful allocations to the Health Care and Information Technology sectors. The Series have relatively little exposure to economically sensitive sectors including Financials and Energy. We have generally found companies within some of the more defensive sectors to be overvalued given the lower growth prospects, which has led to underweight allocations to Utilities, Consumer Staples, and Telecommunication Services as compared to the blended benchmarks.

Regarding fixed income, with the exception of the Maximum Term Series, we modestly increased duration over the last year when rates rose and value came into the longer end of the yield curve. While we still feel corporate credit continues to adequately compensate investors on a fundamental basis, the Series’ allocation to corporate credit was reduced when corporate credit spreads tightened. Additionally, a notable allocation to securitized fixed income (i.e., asset-backed and commercial mortgage backed securities) can be found in the Series (with the exception of the Maximum Term portfolio) as we view the risk/reward trade-off to be attractive in these sectors. We continue to monitor interest rates as well as credit spreads in order to be in a position to take advantage of opportunities that may present themselves.

As we begin the new fiscal year, earnings growth across major regions, accelerating business activity, and an improving economic backdrop are supportive of global asset prices. However, as markets continue to advance, we believe it is important to express our view that investors should exercise caution and selectivity due to rising risks associated with elevated complacency, valuations across most markets that remain at or somewhat above fair value, and the inflection in global monetary policy to less accommodative conditions. We believe these risk factors reinforce the need for an active, fundamentals-based investment approach, as it will be critical to manage them going forward.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 593-4353.

All investments involve risks, including possible loss of principal. Because the fund invests in both stocks and bonds, the value of your investment will fluctuate in response to stock market movements and changes in interest rates. Investing in the fund will also involve a number of other risks, including issuer-specific risk, foreign investment risk, and small-cap/mid-cap risk. Investments in options and futures, like all derivatives, can be highly volatile and involve risks in addition to the risks of the underlying instrument on which the derivative is based, such as counterparty, correlation and liquidity risk. Also, the use of leverage increases exposure to the market and may magnify potential losses.

2

Performance Update as of October 31, 2017 - Pro-Blend^® Conservative Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS  OF OCTOBER 31, 2017
	ONE YEAR1	FIVE YEAR	TEN YEAR	SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend®Conservative Term
Series - Class S3	7.02%	4.38%	4.62%	5.70%
Manning & Napier Fund, Inc. - Pro-Blend®Conservative Term
Series - Class I3,4	7.25%	4.58%	4.80%	5.79%
Manning & Napier Fund, Inc. - Pro-Blend®Conservative Term
Series - Class R3,5	6.72%	4.07%	4.34%	5.46%
Manning & Napier Fund, Inc. - Pro-Blend®Conservative Term
Series - Class R23,5	6.13%	3.53%	3.79%	4.92%
Bloomberg Barclays U.S. Intermediate Aggregate Bond Index6	0.61%	1.74%	3.75%	4.89%
Conservative Term Composite Benchmark7	7.18%	5.12%	5.05%	6.12%

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, 2017 to the Bloomberg Barclays U.S. Intermediate Aggregate Bond Index and Conservative Term Composite Benchmark.

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, 2017, this net expense ratio was 0.87% for Class S, 0.67% for Class I, 1.17% for Class R and 1.67% for Class R2. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 0.87% for Class S, 0.67% for Class I, 1.17% for Class R and 1.67% for Class R2 for the year ended October 31, 2017.

⁴For the periods through the inception of Class I on March 28, 2008, performance is based on the hypothetical performance of Class S shares. Because Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

3

Performance Update as of October 31, 2017 - Pro-Blend^® Conservative Term Series

(unaudited)

⁵For periods through the inception of Class R2 on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of Class S shares adjusted for expense differences.

⁶The Bloomberg Barclays U.S Intermediate Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities, with maturities greater than one year but less than ten years. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁷The Conservative Term Composite Benchmark is a blend of the Russell 3000^® Index (Russell 3000), MSCI ACWI ex USA Index (ACWIxUS), and Bloomberg Barclays U.S. Intermediate Aggregate Bond Index (BIAB) in the following weightings: 15% Russell 3000, 5% ACWIxUS, and 80% BIAB through 05/31/2012; and 22% Russell 3000, 8% ACWIxUS, and 70% BIAB beginning 06/01/2012. Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BIAB is an unmanaged, market value-weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities with maturities of greater than one year but less than ten years. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the fund’s asset allocation will vary over time, the composition of the fund’s portfolio may not match the composition of the Conservative Term Composite Benchmark.

4

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

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING ACCOUNT VALUE                   5/1/17	ENDING ACCOUNT VALUE                   10/31/17	EXPENSES PAID DURING PERIOD                  5/1/17-10/31/17*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,034.60	$4.41	0.86%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.87	$4.38	0.86%
Class I
Actual	$1,000.00	$1,035.70	$3.44	0.67%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.83	$3.41	0.67%
Class R
Actual	$1,000.00	$1,032.80	$5.94	1.16%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.36	$5.90	1.16%
Class R2
Actual	$1,000.00	$1,030.60	$8.50	1.66%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.84	$8.44	1.66%

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

5

Portfolio Composition - Pro-Blend^® Conservative Term Series

As of October 31, 2017 (unaudited)

Sector Allocation4
Financials	8.9	%
Information Technology	8.6	%
Health Care	7.2	%
Consumer Discretionary	5.1	%
Energy	4.8	%
Industrials	4.1	%
Consumer Staples	3.9	%
Materials	3.8	%
Real Estate	3.5	%
Telecommunication Services	1.7	%
Utilities	0.7	%
4Including common stocks and corporate bonds, as a percentage of total investments.

Top Five Stock Holdings5
Facebook, Inc. - Class A	1.0	%
ServiceNow, Inc.	0.9	%
Johnson & Johnson	0.9	%
The Priceline Group, Inc.	0.8	%
Skyworks Solutions, Inc.	0.7	%
5As a percentage of total investments.
Top Five Bond Holdings6
U.S. Treasury Note, 1.75%, 4/30/2022	3.6	%
U.S. Treasury Note, 1.375%, 4/30/2020	3.4	%
U.S. Treasury Note, 1.625%, 4/30/2019	3.0	%
U.S. Treasury Note, 1.375%, 4/30/2021	3.0	%
U.S. Treasury Note, 1.125%, 7/31/2021	2.4	%
6As a percentage of total investments.

6

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 31.1%
Consumer Discretionary - 2.4%
Automobiles - 0.1%
Honda Motor Co., Ltd. - ADR (Japan)		22,350	$	694,862
Hotels, Restaurants & Leisure - 0.1%
McDonald’s Corp.		7,639		1,275,025
Internet & Direct Marketing Retail - 1.3%
Amazon.com, Inc.*		4,460		4,929,548
The Priceline Group, Inc.*		4,042		7,728,142
				12,657,690
Multiline Retail - 0.2%
Dollar General Corp.		13,895		1,123,272
Target Corp.		7,921		467,656
				1,590,928
Specialty Retail - 0.3%
Dick’s Sporting Goods, Inc.		24,140		590,706
The Home Depot, Inc.		11,052		1,832,201
O’Reilly Automotive, Inc.*		2,840		599,098
				3,022,005
Textiles, Apparel & Luxury Goods - 0.4%
lululemon athletica, Inc.*		53,269		3,276,576
NIKE, Inc. - Class B		11,130		612,039
				3,888,615
Total Consumer Discretionary				23,129,125
Consumer Staples - 2.7%
Beverages - 1.6%
Ambev S.A. - ADR (Brazil)		641,730		4,062,151
Anheuser-Busch InBev S.A./N.V. (Belgium)1		35,846		4,395,479
Diageo plc (United Kingdom)1		156,703		5,351,204
PepsiCo, Inc.		17,149		1,890,334
				15,699,168
Food & Staples Retailing - 0.3%
CVS Health Corp.		9,913		679,338
Sysco Corp.		8,537		474,828
Wal-Mart Stores, Inc.		22,975		2,005,947
				3,160,113
Food Products - 0.2%
Campbell Soup Co.		14,450		684,497
General Mills, Inc.		8,270		429,378
J&J Snack Foods Corp.		3,882		516,966
				1,630,841
Household Products - 0.2%
Colgate-Palmolive Co.		10,392		732,116
Kimberly-Clark Corp.		4,698		528,572
				1,260,688
Personal Products - 0.4%
Unilever plc - ADR (United Kingdom)		71,824		4,068,830
Total Consumer Staples				25,819,640
Energy - 1.7%
Energy Equipment & Services - 0.9%
Diamond Offshore Drilling, Inc.*		88,155		1,474,833
Oceaneering International, Inc.		64,970		1,313,693
Schlumberger Ltd.		67,731		4,334,784
Transocean Ltd.*		127,718		1,341,039
				8,464,349
Oil, Gas & Consumable Fuels - 0.8%
BP plc - ADR (United Kingdom)		31,229		1,270,083
Chevron Corp.		10,186		1,180,456
China Petroleum & Chemical Corp. - ADR (China)		12,116		892,222
ConocoPhillips		19,850		1,015,328
Exxon Mobil Corp.		17,968		1,497,633
Hess Corp.		22,626		999,164
Royal Dutch Shell plc - Class B - ADR (Netherlands)		8,610		562,750
TOTAL S.A. (France)1		6,773		377,514
Valero Energy Corp.		7,047		555,938
				8,351,088
Total Energy				16,815,437
Financials - 1.9%
Banks - 1.5%
Bank of America Corp.		53,755		1,472,349
BankUnited, Inc.		7,270		253,360
BB&T Corp.		12,508		615,894
Citigroup, Inc.		19,563		1,437,881
Fifth Third Bancorp		10,110		292,179
Huntington Bancshares, Inc.		18,760		258,888
JPMorgan Chase & Co.		40,652		4,089,998
KeyCorp		27,173		495,907
The PNC Financial Services Group, Inc.		2,049		280,283
Regions Financial Corp.		17,170		265,792
SunTrust Banks, Inc.		4,390		264,322
U.S. Bancorp		18,452		1,003,420
Wells Fargo & Co.		57,137		3,207,671
				13,937,944

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

7

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Capital Markets - 0.3%
Apollo Investment Corp.		25,511	$	151,025
Ares Capital Corp.		11,017		177,153
BlackRock, Inc.		4,992		2,350,383
Medley Capital Corp.		20,270		116,552
Oaktree Specialty Lending Corp.		27,551		160,071
PennantPark Investment Corp.		19,529		145,882
				3,101,066
Insurance - 0.1%
The Allstate Corp.		2,710		254,360
American International Group, Inc.		4,185		270,393
MetLife, Inc.		5,285		283,170
Old Republic International Corp.		13,185		267,524
Principal Financial Group, Inc.		3,956		260,503
				1,335,950
Total Financials				18,374,960
Health Care - 6.6%
Biotechnology - 2.5%
AbbVie, Inc.		13,857		1,250,593
Amgen, Inc.		6,723		1,178,004
Biogen, Inc.*		10,519		3,278,352
BioMarin Pharmaceutical, Inc.*		45,966		3,773,349
Gilead Sciences, Inc.		13,076		980,177
Incyte Corp.*		29,255		3,313,129
Regeneron Pharmaceuticals, Inc.*		11,650		4,690,523
Seattle Genetics, Inc.*		51,060		3,130,489
Vertex Pharmaceuticals, Inc.*		14,180		2,073,541
				23,668,157
Health Care Equipment & Supplies - 0.7%
Koninklijke Philips N.V. - NY Shares (Netherlands)		12,590		513,546
Medtronic plc		75,047		6,042,784
				6,556,330
Health Care Providers & Services - 0.9%
DaVita, Inc.*		110,213		6,694,338
Express Scripts Holding Co.*2		35,825		2,195,714
				8,890,052
Pharmaceuticals - 2.5%
Bristol-Myers Squibb Co.		47,194		2,909,982
Eli Lilly & Co.		8,802		721,236
GlaxoSmithKline plc (United Kingdom)1		23,955		429,927
Johnson & Johnson		59,692		8,321,662
Merck & Co., Inc.		27,269		1,502,249
Novartis AG - ADR (Switzerland)		69,977		5,778,701
Perrigo Co. plc		7,076		573,085
Pfizer, Inc.		48,988		1,717,519
Roche Holding AG (Switzerland)1		3,047		704,257
Sanofi (France)1		5,643		534,317
Sanofi - ADR (France)		25,494		1,205,356
				24,398,291
Total Health Care				63,512,830
Industrials - 3.4%
Aerospace & Defense - 0.7%
Arconic, Inc.		119,229		2,995,032
The Boeing Co.		5,744		1,481,837
Lockheed Martin Corp.		3,166		975,635
Raytheon Co.		3,870		697,374
United Technologies Corp.		8,898		1,065,624
				7,215,502
Air Freight & Logistics - 0.6%
FedEx Corp.		20,330		4,590,717
United Parcel Service, Inc. - Class B		9,030		1,061,296
				5,652,013
Commercial Services & Supplies - 0.2%
Covanta Holding Corp.		39,355		633,616
Waste Management, Inc.		13,102		1,076,591
				1,710,207
Construction & Engineering - 0.1%
Comfort Systems USA, Inc.		13,965		618,650
Electrical Equipment - 0.2%
ABB Ltd. (Asea Brown Boveri) - ADR (Switzerland)		28,035		732,556
Eaton Corp. plc		6,516		521,410
Emerson Electric Co.		8,821		568,602
				1,822,568
Industrial Conglomerates - 0.4%
3M Co.		9,574		2,203,839
General Electric Co.		16,636		335,382
Honeywell International, Inc.		7,496		1,080,623
				3,619,844
Machinery - 0.0%##
Mueller Water Products, Inc. - Class A		44,960		536,822
Professional Services - 0.8%
Equifax, Inc.		24,414		2,649,651

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

8

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Professional Services (continued)
Nielsen Holdings plc		126,163	$	4,676,862
				7,326,513
Road & Rail - 0.4%
Genesee & Wyoming, Inc. - Class A*		32,003		2,297,175
Kansas City Southern		8,749		911,821
Union Pacific Corp.		8,352		967,078
				4,176,074
Total Industrials				32,678,193
Information Technology - 7.2%
Communications Equipment - 0.2%
Cisco Systems, Inc.		43,391		1,481,803
Internet Software & Services - 2.0%
Alphabet, Inc. - Class A*		3,298		3,406,966
Alphabet, Inc. - Class C*		3,370		3,426,076
China Literature Ltd. - Rights (Expires 11/03/2017) (Hong Kong)*3		58		—
Facebook, Inc. - Class A*		52,988		9,541,019
Tencent Holdings Ltd. - Class H (China)1		73,330		3,295,825
				19,669,886
IT Services - 1.3%
Automatic Data Processing, Inc.		5,917		687,910
Broadridge Financial Solutions, Inc.		6,511		559,425
Infosys Ltd. - ADR (India)		33,489		497,312
International Business Machines Corp.		8,642		1,331,387
InterXion Holding N.V. - ADR (Netherlands)*		5,990		319,806
MasterCard, Inc. - Class A2		30,595		4,551,618
Visa, Inc. - Class A2		39,540		4,348,609
				12,296,067
Semiconductors & Semiconductor Equipment - 2.0%
Intel Corp.		59,479		2,705,700
Qorvo, Inc.*		62,803		4,761,095
QUALCOMM, Inc.		17,680		901,857
Skyworks Solutions, Inc.		60,398		6,876,916
Taiwan Semiconductor Manufacturing Co. Ltd. - ADR (Taiwan)		44,820		1,897,231
Texas Instruments, Inc.		20,382		1,970,736
				19,113,535
Software - 1.6%
Electronic Arts, Inc.*		20,666		2,471,654
Microsoft Corp.		58,025		4,826,520
ServiceNow, Inc.*		67,790		8,566,622
				15,864,796
Technology Hardware, Storage & Peripherals - 0.1%
Apple, Inc.		5,329		900,814
Total Information Technology				69,326,901
Materials - 1.8%
Chemicals - 0.6%
Ashland Global Holdings, Inc.		43,699		2,970,658
DowDuPont, Inc.		14,605		1,056,088
FMC Corp.		5,920		549,731
LyondellBasell Industries N.V. - Class A		5,727		592,916
RPM International, Inc.		16,901		901,330
				6,070,723
Construction Materials - 0.1%
CRH plc - ADR (Ireland)		13,356		501,117
Containers & Packaging - 0.8%
Ball Corp.		63,907		2,743,528
Graphic Packaging Holding Co.		62,616		969,922
Sealed Air Corp.		75,686		3,347,592
Sonoco Products Co.		16,182		838,066
				7,899,108
Metals & Mining - 0.3%
Antofagasta plc (Chile)1		62,076		786,724
First Quantum Minerals Ltd. (Zambia)		65,478		732,383
Lundin Mining Corp. (Canada)		91,740		699,730
Southern Copper Corp. (Peru)		25,940		1,114,123
				3,332,960
Total Materials				17,803,908
Real Estate - 2.8%
Equity Real Estate Investment Trusts (REITS) - 2.8%
Acadia Realty Trust		4,240		119,357
Agree Realty Corp.		2,150		101,674
Alexandria Real Estate Equities, Inc.		3,845		476,626
American Campus Communities, Inc.		4,350		180,873
American Homes 4 Rent - Class A		16,015		340,799
Apartment Investment & Management Co. - Class A		8,890		390,982
AvalonBay Communities, Inc.		2,725		494,124

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

9

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Axiare Patrimonio SOCIMI S.A. (Spain)1		7,255	$	136,061
Bluerock Residential Growth REIT, Inc.		9,325		105,279
Boston Properties, Inc.		1,960		237,513
Brandywine Realty Trust		11,930		208,656
Brixmor Property Group, Inc.		6,215		108,576
Camden Property Trust		2,245		204,834
CatchMark Timber Trust, Inc. - Class A		85,606		1,095,757
Cedar Realty Trust, Inc.		31,290		170,218
Chesapeake Lodging Trust		7,565		211,064
Colony NorthStar, Inc. - Class A		73,298		900,099
Columbia Property Trust, Inc.		6,655		146,942
Community Healthcare Trust, Inc.		35,972		986,712
CoreCivic, Inc.		28,315		698,248
Cousins Properties, Inc.		32,660		294,593
Crown Castle International Corp.		7,168		767,549
CubeSmart		22,425		610,409
DDR Corp.		36,980		283,637
Digital Realty Trust, Inc.		6,365		753,871
Douglas Emmett, Inc.		5,815		231,379
Education Realty Trust, Inc.		2,650		92,485
EPR Properties		1,385		95,814
Equinix, Inc.		2,855		1,323,293
Equity Commonwealth*		6,285		188,864
Equity LifeStyle Properties, Inc.		2,130		188,462
Equity Residential		5,375		361,523
Essex Property Trust, Inc.		415		108,908
Extra Space Storage, Inc.		3,655		298,211
Forest City Realty Trust, Inc. - Class A		8,130		200,242
Getty Realty Corp.		5,300		150,573
GGP, Inc.		8,800		171,248
Global Medical REIT, Inc.		53,090		449,141
HCP, Inc.		7,400		191,216
Healthcare Trust of America, Inc. - Class A		7,450		223,872
Hibernia REIT plc (Ireland)1		96,180		165,252
Host Hotels & Resorts, Inc.		9,375		183,375
Independence Realty Trust, Inc.		15,120		153,468
Invitation Homes, Inc.		7,025		158,554
Lamar Advertising Co. - Class A		5,655		398,338
LaSalle Hotel Properties		4,460		125,817
Life Storage, Inc.		2,410		194,776
The Macerich Co.		1,605		87,633
Mid-America Apartment Communities, Inc.		3,515		359,760
National Retail Properties, Inc.		4,870		195,677
Outfront Media, Inc.		16,490		386,690
Physicians Realty Trust		19,815		344,385
Plymouth Industrial REIT, Inc.		2,685		48,598
Prologis, Inc.		9,545		616,416
Public Storage		1,540		319,165
Regency Centers Corp.		3,213		197,760
Retail Opportunity Investments Corp.		6,625		119,118
Rexford Industrial Realty, Inc.		9,105		270,327
Simon Property Group, Inc.		4,935		766,554
STAG Industrial, Inc.		19,845		541,768
Starwood Waypoint Homes		4,350		157,948
STORE Capital Corp.		17,197		424,594
Sun Communities, Inc.		2,055		185,484
Sunstone Hotel Investors, Inc.		11,830		193,066
Terreno Realty Corp.		7,335		269,341
UDR, Inc.		6,850		265,712
Unibail-Rodamco S.E. (France)1		755		188,982
Urban Edge Properties		12,555		294,540
Ventas, Inc.		6,160		386,540
VEREIT, Inc.		23,125		182,456
Vornado Realty Trust		5,430		406,490
Welltower, Inc.		5,230		350,201
Weyerhaeuser Co.		120,050		4,310,996
Total Real Estate				27,549,465
Telecommunication Services - 0.5%
Diversified Telecommunication Services - 0.4%
Zayo Group Holdings, Inc.*		99,471		3,586,924
Wireless Telecommunication Services - 0.1%
NTT DOCOMO, Inc. - ADR (Japan)		41,040		997,683
Total Telecommunication Services				4,584,607
Utilities - 0.1%
Electric Utilities - 0.1%
Eversource Energy		6,811		426,641
Exelon Corp.		7,250		291,523
				718,164
Multi-Utilities - 0.0%##
CMS Energy Corp.		10,356		500,919
Total Utilities				1,219,083
TOTAL COMMON STOCKS (Identified Cost $252,204,131)				300,814,149

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

10

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS - 21.1%
Non-Convertible Corporate Bonds - 21.1%
Consumer Discretionary - 2.7%
Auto Components - 0.3%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		2,902,000	$	3,105,068
Household Durables - 0.6%
Century Communities, Inc.5, 5.875%, 7/15/2025		368,000		371,676
Meritage Homes Corp., 5.125%, 6/6/2027		245,000		247,756
NVR, Inc., 3.95%, 9/15/2022		3,588,000		3,769,023
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		368,000		377,660
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		209,000		226,242
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		309,000		302,820
Weekley Homes LLC - Weekley Finance Corp.5, 6.625%, 8/15/2025		350,000		340,375
				5,635,552
Internet & Direct Marketing Retail - 0.8%
Amazon.com, Inc.5, 3.15%, 8/22/2027		2,560,000		2,575,321
The Priceline Group, Inc., 3.60%, 6/1/2026		4,619,000		4,721,112
				7,296,433
Media - 0.8%
Charter Communications Operating LLC - Charter Communications Operating Capital Corp., 4.464%, 7/23/2022		100,000		105,607
Comcast Corp., 4.40%, 8/15/2035		2,216,000		2,399,684
CSC Holdings, LLC, 5.25%, 6/1/2024		472,000		469,935
Discovery Communications LLC, 3.95%, 3/20/2028		3,890,000		3,858,158
DISH DBS Corp., 5.875%, 7/15/2022		100,000		100,563
UPCB Finance IV Ltd. (Netherlands)5, 5.375%, 1/15/2025		525,000		536,812
VTR Finance B.V. (Chile)5, 6.875%, 1/15/2024		345,000		365,786
				7,836,545
Multiline Retail - 0.2%
Dollar General Corp., 3.25%, 4/15/2023		2,285,000		2,344,693
Total Consumer Discretionary				26,218,291
Consumer Staples - 1.3%
Beverages - 0.8%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		3,280,000		5,183,094
PepsiCo, Inc., 3.10%, 7/17/2022		2,490,000		2,574,231
				7,757,325
Food & Staples Retailing - 0.5%
C&S Group Enterprises LLC5, 5.375%, 7/15/2022		481,000		466,570
CVS Health Corp., 3.50%, 7/20/2022		3,740,000		3,855,154
				4,321,724
Total Consumer Staples				12,079,049
Energy - 3.0%
Energy Equipment & Services - 0.1%
McDermott International, Inc.5, 8.00%, 5/1/2021		509,000		525,542
Trinidad Drilling Ltd. (Canada)5, 6.625%, 2/15/2025		359,000		349,128
				874,670
Oil, Gas & Consumable Fuels - 2.9%
BP Capital Markets plc (United Kingdom), 3.216%, 11/28/2023		1,131,000		1,161,277
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		3,452,000		3,588,788
Cheniere Corpus Christi Holdings, LLC, 7.00%, 6/30/2024		490,000		559,213
Cheniere Energy Partners LP5, 5.25%, 10/1/2025		345,000		355,350
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		2,400,000		2,572,206
ConocoPhillips Co., 3.35%, 11/15/2024		2,562,000		2,654,638
ConocoPhillips Co., 3.35%, 5/15/2025		491,000		505,862
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		359,000		359,000
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		2,540,000		2,573,179
Enviva Partners LP - Enviva Partners Finance Corp., 8.50%, 11/1/2021		351,000		376,448
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		345,000		363,975
Global Ship Lease, Inc. (United Kingdom)5, 9.875%, 11/15/2022		495,000		504,900

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

11

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Energy (continued)
Oil, Gas & Consumable Fuels (continued)
Hilcorp Energy I LP - Hilcorp Finance Co.5, 5.75%, 10/1/2025		504,000	$	515,970
Jonah Energy LLC - Jonah Energy Finance Corp.5, 7.25%, 10/15/2025		350,000		350,000
Kinder Morgan Energy Partners LP, 4.30%, 5/1/2024		4,587,000		4,812,755
PBF Holding Co. LLC - PBF Finance Corp.5, 7.25%, 6/15/2025		263,000		271,876
Petroleos Mexicanos (Mexico), 6.875%, 8/4/2026		2,290,000		2,572,815
Rockies Express Pipeline, LLC5, 5.625%, 4/15/2020		468,000		496,080
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		2,280,000		2,579,425
SemGroup Corp.5, 6.375%, 3/15/2025		341,000		335,885
Seven Generations Energy Ltd. (Canada)5, 5.375%, 9/30/2025		241,000		243,410
Southwestern Energy Co., 6.70%, 1/23/2025		263,000		268,918
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.5, 5.50%, 9/15/2024		481,000		497,234
				28,519,204
Total Energy				29,393,874
Financials - 7.0%
Banks - 3.7%
Banco Santander S.A. (Spain), 3.50%, 4/11/2022		3,507,000		3,593,504
Bank of America Corp., 4.00%, 1/22/2025		3,361,000		3,480,933
Barclays Bank plc (United Kingdom)5, 10.179%, 6/12/2021		2,080,000		2,568,582
Citigroup, Inc., 3.875%, 3/26/2025		4,606,000		4,726,228
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		2,520,000		2,569,282
JPMorgan Chase & Co.6, (3 mo. LIBOR US + 0.935%), 2.776%, 4/25/2023		4,787,000		4,803,977
Kreditanstalt fuer Wiederaufbau (Germany), 1.50%, 6/15/2021		8,539,000		8,385,689
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		4,637,000		4,890,383
Popular, Inc., 7.00%, 7/1/2019		394,000		402,865
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD	309,000		241,856
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023		104,000		115,808
				35,779,107
Capital Markets - 1.1%
The Goldman Sachs Group, Inc., 4.25%, 10/21/2025		2,470,000		2,576,996
Morgan Stanley7, (3 mo. LIBOR US + 1.220%), 2.617%, 5/8/2024		3,790,000		3,853,596
Morgan Stanley, 5.00%, 11/24/2025		3,560,000		3,883,297
				10,313,889
Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		150,000		151,830
Navient Corp., 6.125%, 3/25/2024		250,000		256,562
SLM Corp., 5.125%, 4/5/2022		318,000		329,528
				737,920
Diversified Financial Services - 0.8%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021		4,360,000		4,630,287
E*TRADE Financial Corp., 2.95%, 8/24/2022		2,570,000		2,571,224
LPL Holdings, Inc.5, 5.75%, 9/15/2025		236,000		245,440
				7,446,951
Insurance - 1.3%
American International Group, Inc., 4.125%, 2/15/2024		3,630,000		3,861,013
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		5,930,000		6,402,431
Prudential Financial, Inc.6, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		2,330,000		2,574,650
				12,838,094
Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.5, 5.875%, 8/1/2021		590,000		609,175
Total Financials				67,725,136
Health Care - 0.6%
Biotechnology - 0.5%
AMAG Pharmaceuticals, Inc.5, 7.875%, 9/1/2023		268,000		272,689

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

12

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Health Care (continued)
Biotechnology (continued)
Express Scripts Holding Co., 3.50%, 6/15/2024		3,820,000	$	3,865,229
Horizon Pharma, Inc. - Horizon Pharma USA, Inc.5, 8.75%, 11/1/2024		400,000		419,000
				4,556,918
Health Care Equipment & Supplies - 0.0%##
Hill-Rom Holdings, Inc.5, 5.00%, 2/15/2025		254,000		259,715
Health Care Providers & Services - 0.1%
DaVita, Inc., 5.00%, 5/1/2025		345,000		339,825
Fresenius Medical Care US Finance II, Inc. (Germany)5, 6.50%, 9/15/2018		150,000		155,798
HCA Healthcare, Inc., 6.25%, 2/15/2021		104,000		111,930
HCA, Inc., 3.75%, 3/15/2019		104,000		105,560
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.5, 6.625%, 5/15/2022		135,000		135,169
Tenet Healthcare Corp., 6.75%, 2/1/2020		104,000		105,820
				954,102
Total Health Care				5,770,735
Industrials - 0.7%
Arconic, Inc., 5.87%, 2/23/2022		265,000		289,513
Air Freight & Logistics - 0.0%##
Park Aerospace Holdings Ltd. (Ireland)5, 4.50%, 3/15/2023		191,000		191,239
Airlines - 0.1%
Allegiant Travel Co., 5.50%, 7/15/2019		254,000		262,255
American Airlines Group, Inc.5, 5.50%, 10/1/2019		245,000		254,800
				517,055
Building Products - 0.1%
Airxcel, Inc.5, 8.50%, 2/15/2022		377,000		399,619
Construction & Engineering - 0.1%
Tutor Perini Corp.5, 6.875%, 5/1/2025		359,000		387,271
Industrial Conglomerates - 0.4%
General Electric Co.7, (3 mo. LIBOR US + 0.380%), 1.771%, 5/5/2026		4,273,000		4,138,765
Machinery - 0.0%##
Xerium Technologies, Inc., 9.50%, 8/15/2021		268,000		275,290
Trading Companies & Distributors - 0.0%##
International Lease Finance Corp., 6.25%, 5/15/2019		254,000		269,346
Total Industrials				6,468,098
Information Technology - 1.4%
Internet Software & Services - 0.4%
Activision Blizzard, Inc., 3.40%, 6/15/2027		4,487,000		4,495,336
IT Services - 0.4%
Visa, Inc., 2.80%, 12/14/2022		3,790,000		3,861,304
Semiconductors & Semiconductor Equipment - 0.6%
Applied Materials, Inc., 3.30%, 4/1/2027		5,020,000		5,134,136
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		386,000		370,560
				5,504,696
Total Information Technology				13,861,336
Materials - 2.0%
Chemicals - 0.3%
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)5, 8.375%, 12/1/2022		318,000		321,180
NOVA Chemicals Corp. (Canada)5, 4.875%, 6/1/2024		259,000		263,856
Solvay Finance America LLC (Belgium)5, 3.40%, 12/3/2020		2,490,000		2,560,482
				3,145,518
Metals & Mining - 1.4%
Anglo American Capital plc (United Kingdom)5, 9.375%, 4/8/2019		164,000		180,447
Anglo American Capital plc (United Kingdom)5, 4.00%, 9/11/2027		5,160,000		5,165,163
Corp Nacional del Cobre de Chile (Chile)5, 3.625%, 8/1/2027		4,460,000		4,486,269
Ferroglobe plc - Globe Specialty Metals, Inc.5, 9.375%, 3/1/2022		395,000		429,563
Northwest Acquisitions ULC - Dominion Finco, Inc.5, 7.125%, 11/1/2022		660,000		681,450
Petra Diamonds US Treasury plc (South Africa)5, 7.25%, 5/1/2022		200,000		198,600

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

13

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	SHARES/ PRINCIPAL AMOUNT4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Metals & Mining (continued)
Southern Copper Corp. (Peru), 3.875%, 4/23/2025		2,318,000	$	2,405,732
Techniplas LLC5, 10.00%, 5/1/2020		345,000		276,000
				13,823,224
Paper & Forest Products - 0.3%
Domtar Corp., 4.40%, 4/1/2022		2,161,000		2,272,847
Total Materials				19,241,589
Real Estate - 0.6%
Equity Real Estate Investment Trusts (REITS) - 0.6%
American Tower Corp., 3.30%, 2/15/2021		4,633,000		4,753,600
GTP Acquisition Partners I LLC5, 2.35%, 6/15/2020		945,000		941,879
iStar, Inc., 5.25%, 9/15/2022		336,000		344,400
Total Real Estate				6,039,879
Telecommunication Services - 1.2%
Diversified Telecommunication Services - 1.2%
AT&T, Inc., 3.90%, 8/14/2027		4,669,000		4,650,324
CenturyLink, Inc., 7.50%, 4/1/2024		245,000		260,313
Frontier Communications Corp., 11.00%, 9/15/2025		377,000		319,979
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		509,000		520,493
Inmarsat Finance plc (United Kingdom)5, 4.875%, 5/15/2022		590,000		601,918
Sprint Communications, Inc.5, 9.00%, 11/15/2018		104,000		110,370
Sprint Communications, Inc., 7.00%, 8/15/2020		104,000		112,029
Verizon Communications, Inc., 4.125%, 3/16/2027		4,606,000		4,806,514
Total Telecommunication Services				11,381,940
Utilities - 0.6%
Independent Power and Renewable Electricity Producers - 0.6%
American Water Capital Corp., 2.95%, 9/1/2027		5,200,000		5,176,015
Atlantica Yield plc (Spain)5, 7.00%, 11/15/2019		740,000		791,800
Total Utilities				5,967,815
TOTAL CORPORATE BONDS (Identified Cost $201,410,573)				204,147,742
MUTUAL FUNDS - 0.1%
iShares Core Dividend Growth ETF		21,965		728,579
Schwab U.S. Dividend Equity ETF		15,079		731,181
TOTAL MUTUAL FUNDS (Identified Cost $1,387,341)				1,459,760
U.S. TREASURY SECURITIES - 20.9%
U.S. Treasury Bonds - 3.7%
U.S. Treasury Bond, 6.25%, 5/15/2030		6,958,000		9,830,621
U.S. Treasury Bond, 4.75%, 2/15/2037		10,174,000		13,454,320
U.S. Treasury Bond, 2.50%, 2/15/2045		8,548,000		7,951,643
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		4,644,609		4,494,164
Total U.S. Treasury Bonds (Identified Cost $36,421,118)				35,730,748
U.S. Treasury Notes - 17.2%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		8,198,015		8,226,789
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		4,561,336		4,541,977
U.S. Treasury Note, 1.625%, 4/30/2019		29,269,000		29,306,730
U.S. Treasury Note, 1.375%, 4/30/2020		32,700,500		32,456,524
U.S. Treasury Note, 1.375%, 4/30/2021		29,123,000		28,682,742
U.S. Treasury Note, 1.125%, 7/31/2021		23,482,000		22,860,094
U.S. Treasury Note, 1.75%, 4/30/2022		34,781,300		34,451,149
U.S. Treasury Note, 1.625%, 4/30/2023		3,670,000		3,581,547
U.S. Treasury Note, 1.625%, 5/15/2026		2,135,000		2,018,075
Total U.S. Treasury Notes (Identified Cost $167,901,379)				166,125,627
TOTAL U.S. TREASURY SECURITIES (Identified Cost $204,322,497)				201,856,375

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

14

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
ASSET-BACKED SECURITIES - 3.0%
CarMax Auto Owner Trust, Series 2016-4, Class A2, 1.21%, 11/15/2019		2,012,281	$	2,009,522
Cazenovia Creek Funding I LLC, Series 2015-1A, Class A5, 2.00%, 12/10/2023		370,696		369,769
Chesapeake Funding II LLC, Series 2017-2A, Class A15, 1.99%, 5/15/2029		6,370,000		6,371,780
Colony American Homes, Series 2015-1A, Class A5,7, (1 mo. LIBOR US + 1.200%), 2.437%, 7/17/2032		1,901,203		1,904,581
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A5, 2.56%, 10/15/2025		1,445,000		1,447,155
Enterprise Fleet Financing LLC, Series 2014-2, Class A35, 1.64%, 3/20/2020		1,748,541		1,747,785
Enterprise Fleet Financing LLC, Series 2015-2, Class A25, 1.59%, 2/22/2021		649,087		648,951
Enterprise Fleet Financing LLC, Series 2016-2, Class A25, 1.74%, 2/22/2022		194,164		194,019
Enterprise Fleet Financing LLC, Series 2016-2, Class A35, 2.04%, 2/22/2022		980,000		980,529
Home Partners of America Trust, Series 2016-1, Class A5,7, (1 mo. LIBOR US + 1.650%), 2.887%, 3/17/2033		962,418		970,211
Hyundai Auto Lease Securitization Trust, Series 2017-B, Class A35, 1.97%, 7/15/2020		3,900,000		3,903,136
Invitation Homes Trust, Series 2015-SFR3, Class A5,7, (1 mo. LIBOR US + 1.300%), 2.537%, 8/17/2032		2,124,660		2,140,069
SoFi Consumer Loan Program LLC, Series 2017-4, Class A5, 2.50%, 5/26/2026		974,972		973,659
SoFi Consumer Loan Program LLC, Series 2017-5, Class A15, 2.14%, 9/25/2026		1,552,150		1,550,812
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A5, 1.55%, 3/26/2040		991,711		988,437
SoFi Professional Loan Program LLC, Series 2017-C, Class A2A5, 1.75%, 7/25/2040		275,601		275,078
Tax Ease Funding LLC, Series 2016-1A, Class A5, 3.131%, 6/15/2028		644,159		647,067
Tricon American Homes Trust, Series 2016-SFR1, Class A5, 2.589%, 11/17/2033		1,809,000		1,792,663
TOTAL ASSET-BACKED SECURITIES (Identified Cost $28,892,784)				28,915,223
COMMERCIAL MORTGAGE-BACKED SECURITIES - 8.2%
Americold LLC Trust, Series 2010-ARTA, Class A15, 3.847%, 1/14/2029		190,297		195,447
BWAY Mortgage Trust, Series 2015-1740, Class A5, 2.917%, 1/10/2035		4,633,000		4,575,561
Commercial Mortgage Pass-Through Certificates, Series 2015-3BP, Class A5, 3.178%, 2/10/2035		500,000		506,268
Commercial Mortgage Pass-Through Certificates, Series 2015-DC1, Class A5, 3.35%, 2/10/2048		4,455,000		4,566,617
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A15,8, 2.50%, 5/25/2043		1,402,295		1,334,536
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A15,8, 2.13%, 2/25/2043		980,982		939,124
FDIC Trust, Series 2011-R1, Class A5, 2.672%, 7/25/2026		263,291		264,030
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)8, 1.304%, 8/25/2020		20,869,218		634,257
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)8, 1.187%, 4/25/2021		2,769,718		96,542
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)8, 1.527%, 10/25/2021		6,799,839		340,288
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)8, 1.353%, 12/25/2021		8,401,643		385,283
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)8, 1.468%, 6/25/2022		15,386,126		861,591
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K029, Class A28, 3.32%, 2/25/2023		3,470,000		3,631,236

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

15

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)8, 0.208%, 4/25/2023		77,270,484	$	761,895
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)8, 0.111%, 5/25/2023		48,013,040		279,532
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K033, Class A28, 3.06%, 7/25/2023		5,431,000		5,612,677
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K035, Class A28, 3.458%, 8/25/2023		5,688,000		5,997,791
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K055, Class A1, 2.263%, 4/25/2025		343,188		341,230
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)8, 1.546%, 10/25/2018		10,108,152		115,492
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ10, Class A2, 2.912%, 12/25/2023		4,232,000		4,321,144
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ13, Class A2, 2.864%, 8/25/2022		2,798,000		2,862,221
FREMF Mortgage Trust, Series 2011-K701, Class B5,8, 4.058%, 7/25/2048		875,000		873,674
FREMF Mortgage Trust, Series 2011-K702, Class B5,8, 4.785%, 4/25/2044		1,114,000		1,121,900
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)5, 0.10%, 6/25/2046		204,085,558		865,241
FREMF Mortgage Trust, Series 2013-K712, Class B5,8, 3.365%, 5/25/2045		1,025,000		1,039,835
FREMF Mortgage Trust, Series 2014-K41, Class B5,8, 3.832%, 11/25/2047		2,227,000		2,263,696
FREMF Mortgage Trust, Series 2014-K716, Class B5,8, 3.951%, 8/25/2047		2,624,000		2,715,360
FREMF Mortgage Trust, Series 2015-K42, Class B5,8, 3.852%, 12/25/2024		490,000		502,662
FREMF Mortgage Trust, Series 2015-K43, Class B5,8, 3.735%, 2/25/2048		500,000		508,913
FREMF Mortgage Trust, Series 2015-K720, Class B5,8, 3.389%, 7/25/2022		270,000		268,160
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX5,8, 3.495%, 12/15/2034		2,495,000		2,526,342
GS Mortgage Securities Trust, Series 2010-C2, Class A15, 3.849%, 12/10/2043		104,503		107,412
JP Morgan Mortgage Trust, Series 2013-1, Class 1A25,8, 3.00%, 3/25/2043		768,671		768,101
JP Morgan Mortgage Trust, Series 2013-2, Class A25,8, 3.50%, 5/25/2043		854,175		870,624
JP Morgan Mortgage Trust, Series 2014-2, Class 1A15,8, 3.00%, 6/25/2029		1,190,511		1,205,021
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A25, 2.767%, 1/20/2041		69,366		69,302
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX35,8, 3.75%, 11/25/2054		1,078,056		1,111,374
New Residential Mortgage Loan Trust, Series 2015-2A, Class A15,8, 3.75%, 8/25/2055		1,153,132		1,189,260
New Residential Mortgage Loan Trust, Series 2016-4A, Class A15,8, 3.75%, 11/25/2056		1,470,249		1,511,003
SBA Small Business Investment Companies, Series 2015-10A, Class 1, 2.517%, 3/10/2025		1,067,190		1,072,289
SBA Small Business Investment Companies, Series 2015-10B, Class 1, 2.829%, 9/10/2025		4,681,106		4,777,972
SCG Trust, Series 2013-SRP1, Class AJ5,7, (1 mo. LIBOR US + 1.950%), 3.189%, 11/15/2026		3,608,000		3,594,046
Sequoia Mortgage Trust, Series 2013-2, Class A8, 1.874%, 2/25/2043		946,922		895,618
Sequoia Mortgage Trust, Series 2013-7, Class A28, 3.00%, 6/25/2043		925,829		924,021
Sequoia Mortgage Trust, Series 2013-8, Class A18, 3.00%, 6/25/2043		1,128,220		1,124,451

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

16

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES		PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
Starwood Retail Property Trust, Series 2014-STAR, Class A5,7, (1 mo. LIBOR US + 1.220%), 2.459%, 11/15/2027			2,330,000	$	2,331,621
Towd Point Mortgage Trust, Series 2016-5, Class A15,8, 2.50%, 10/25/2056			2,448,077		2,442,285
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX5, 4.004%, 9/13/2028			155,000		161,790
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A25, 4.393%, 11/15/2043			265,000		279,855
WF-RBS Commercial Mortgage Trust, Series 2011-C2, Class A45,8, 4.869%, 2/15/2044			866,000		925,236
WinWater Mortgage Loan Trust, Series 2015-1, Class A15,8, 3.50%, 1/20/2045			1,224,929		1,245,456
WinWater Mortgage Loan Trust, Series 2015-3, Class A55,8, 3.50%, 3/20/2045			1,167,651		1,186,716
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $78,250,604)					79,101,998
FOREIGN GOVERNMENT BONDS - 2.5%
Bonos de la Tesoreria de la Republica en pesos (Chile), 6.00%, 1/1/2018	CLP		330,000,000		521,290
Canada Housing Trust No. 1 (Canada)5, 4.10%, 12/15/2018	CAD		268,000		214,001
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD		327,000		266,393
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020			8,725,000		8,712,645
The Korea Development Bank (South Korea), 1.375%, 9/12/2019			200,000		196,166
The Korea Development Bank (South Korea)7, (3 mo. LIBOR US + 0.680%), 1.999%, 9/19/2020			3,000,000		2,997,802
Korea Treasury Bond (South Korea), 2.00%, 12/10/2017	KRW		380,000,000		339,374
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		7,267,000		387,796
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		2,725,000		139,618
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		4,996,000		254,906
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		908,000		48,876
Province of Ontario (Canada), 2.00%, 9/27/2018			2,089,000		2,094,988
Province of Ontario (Canada), 1.25%, 6/17/2019			2,044,000		2,024,173
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		590,000		440,394
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019			4,996,000		4,933,119
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP		332,000		448,211
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $24,910,611)					24,019,752
U.S. GOVERNMENT AGENCIES - 11.5%
Mortgage-Backed Securities - 8.1%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021			261,345		271,880
Fannie Mae, Pool #995233, 5.50%, 10/1/2021			23,035		23,781
Fannie Mae, Pool #888017, 6.00%, 11/1/2021			39,353		41,342
Fannie Mae, Pool #995329, 5.50%, 12/1/2021			204,121		212,534
Fannie Mae, Pool #888136, 6.00%, 12/1/2021			49,006		51,578
Fannie Mae, Pool #888815, 4.50%, 11/1/2022			33,979		34,892
Fannie Mae, Pool #888810, 5.50%, 11/1/2022			309,116		321,060
Fannie Mae, Pool #AA1563, 4.50%, 2/1/2024			33,302		34,813
Fannie Mae, Pool #AC1557, 4.50%, 9/1/2024			78,903		82,737
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024			33,797		36,007
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034			931,908		1,005,326
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034			893,105		963,466
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035			2,210,951		2,342,086
Fannie Mae, Pool #745418, 5.50%, 4/1/2036			572,897		639,377
Fannie Mae, Pool #886904, 6.50%, 9/1/2036			61,470		68,667
Fannie Mae, Pool #909786, 5.50%, 3/1/2037			175,035		194,285
Fannie Mae, Pool #918516, 5.50%, 6/1/2037			88,765		98,634

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

17

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #995050, 6.00%, 9/1/2037		240,175	$	273,205
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		786,666		889,787
Fannie Mae, Pool #933521, 5.00%, 1/1/2038		12,862		13,960
Fannie Mae, Pool #889260, 5.00%, 4/1/2038		24,242		26,348
Fannie Mae, Pool #933731, 5.50%, 4/1/2038		303,073		334,767
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		521,910		591,690
Fannie Mae, Pool #912948, 5.00%, 5/1/2038		8,870		9,622
Fannie Mae, Pool #975840, 5.00%, 5/1/2038		56,293		61,055
Fannie Mae, Pool #889624, 5.50%, 5/1/2038		447,137		496,289
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		705,550		799,808
Fannie Mae, Pool #986458, 6.00%, 8/1/2038		9,486		10,655
Fannie Mae, Pool #987831, 6.00%, 9/1/2038		24,867		27,877
Fannie Mae, Pool #990897, 6.00%, 9/1/2038		74,105		83,118
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		91,034		103,279
Fannie Mae, Pool #993920, 6.00%, 11/1/2038		84,007		94,173
Fannie Mae, Pool #257497, 6.00%, 12/1/2038		21,523		24,154
Fannie Mae, Pool #AA0675, 6.00%, 12/1/2038		21,833		24,475
Fannie Mae, Pool #971022, 5.00%, 1/1/2039		44,716		48,620
Fannie Mae, Pool #AA1810, 5.00%, 1/1/2039		86,320		93,847
Fannie Mae, Pool #890294, 5.50%, 1/1/2039		894,989		996,302
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		471,642		524,392
Fannie Mae, Pool #983686, 5.00%, 2/1/2039		68,992		74,830
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		200,120		222,285
Fannie Mae, Pool #AE0604, 6.00%, 7/1/2039		568,001		636,736
Fannie Mae, Pool #AA6788, 6.00%, 8/1/2039		168,835		189,274
Fannie Mae, Pool #AC0463, 5.00%, 11/1/2039		80,697		87,614
Fannie Mae, Pool #AC5111, 5.00%, 11/1/2039		146,977		159,699
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		1,091,371		1,170,984
Fannie Mae, Pool #MA0259, 5.00%, 12/1/2039		65,856		71,542
Fannie Mae, Pool #AC8573, 5.00%, 1/1/2040		105,680		114,808
Fannie Mae, Pool #890326, 5.50%, 1/1/2040		957,447		1,064,695
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		730,797		828,800
Fannie Mae, Pool #AE0061, 6.00%, 2/1/2040		269,196		304,346
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		949,495		1,075,406
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041		989,526		1,043,013
Fannie Mae, Pool #AI5172, 4.00%, 8/1/2041		634,777		669,006
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		1,473,550		1,586,302
Fannie Mae, Pool #AB4300, 3.50%, 1/1/2042		305,280		315,248
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		753,250		793,767
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044		1,287,762		1,376,751
Fannie Mae, Pool #AS4103, 4.50%, 12/1/2044		1,267,607		1,368,189
Fannie Mae, Pool #AZ2001, 3.50%, 5/1/2045		2,554,624		2,635,313
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045		1,186,682		1,248,107
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046		2,344,728		2,412,028
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046		1,883,365		1,937,423
Fannie Mae, Pool #BC8677, 4.00%, 5/1/2046		664,737		698,012
Fannie Mae, Pool #BC2098, 4.00%, 6/1/2046		1,170,099		1,228,740
Fannie Mae, Pool #BD2179, 4.00%, 7/1/2046		265,299		278,598
Fannie Mae, Pool #AS7568, 4.50%, 7/1/2046		1,370,008		1,465,200
Fannie Mae, Pool #BD6987, 4.00%, 10/1/2046		1,265,759		1,329,540

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

18

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #BD6997, 4.00%, 10/1/2046		1,035,037	$	1,087,193
Fannie Mae, Pool #BE3812, 4.00%, 12/1/2046		909,351		955,407
Fannie Mae, Pool #BE3815, 4.00%, 12/1/2046		1,011,088		1,062,298
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		1,417,631		1,519,619
Fannie Mae, Pool #AL8674, 5.659%, 1/1/2049		1,522,677		1,672,068
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		74,716		76,555
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		51,791		54,676
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		36,388		38,356
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		48,979		51,831
Freddie Mac, Pool #C91746, 4.50%, 12/1/2033		163,814		176,660
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		973,969		1,049,405
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		1,310,617		1,413,474
Freddie Mac, Pool #K92054, 4.00%, 10/1/2034		999,934		1,060,381
Freddie Mac, Pool #C91850, 4.00%, 9/1/2035		662,939		704,182
Freddie Mac, Pool #C91854, 4.00%, 10/1/2035		2,004,570		2,129,418
Freddie Mac, Pool #G07655, 5.50%, 12/1/2035		147,589		165,050
Freddie Mac, Pool #G08216, 5.50%, 8/1/2037		368,958		409,854
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		436,407		492,855
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		324,411		360,524
Freddie Mac, Pool #G04176, 5.50%, 5/1/2038		149,817		166,576
Freddie Mac, Pool #A78227, 5.50%, 6/1/2038		175,187		194,474
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		395,179		439,025
Freddie Mac, Pool #G04471, 5.50%, 7/1/2038		48,960		54,374
Freddie Mac, Pool #G04776, 5.50%, 7/1/2038		333,700		370,548
Freddie Mac, Pool #G05196, 5.50%, 10/1/2038		425,437		472,398
Freddie Mac, Pool #G05409, 5.50%, 3/1/2039		379,012		421,238
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		253,756		282,106
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		83,990		95,251
Freddie Mac, Pool #G07104, 5.50%, 5/1/2040		287,333		319,438
Freddie Mac, Pool #G06789, 6.00%, 5/1/2040		366,436		414,447
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		1,525,386		1,635,366
Freddie Mac, Pool #A93451, 4.50%, 8/1/2040		1,536,616		1,647,181
Freddie Mac, Pool #G60334, 4.50%, 10/1/2041		1,324,186		1,419,174
Freddie Mac, Pool #Q17513, 3.50%, 4/1/2043		2,017,171		2,083,931
Freddie Mac, Pool #Q24752, 3.50%, 2/1/2044		1,737,608		1,794,990
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		1,440,622		1,518,344
Freddie Mac, Pool #Q37592, 4.00%, 12/1/2045		2,432,798		2,566,229
Freddie Mac, Pool #G60636, 4.00%, 1/1/2046		1,814,438		1,904,530
Freddie Mac, Pool #Q38388, 4.00%, 1/1/2046		373,983		395,137
Freddie Mac, Pool #Q42596, 3.50%, 8/1/2046		2,620,678		2,695,912
Freddie Mac, Pool #G08754, 4.50%, 3/1/2047		1,736,878		1,854,819
Freddie Mac, Pool #G08786, 4.50%, 10/1/2047		2,289,674		2,454,873
Ginnie Mae, Pool #671161, 5.50%, 11/15/2037		46,923		51,971
Total Mortgage-Backed Securities
(Identified Cost $77,734,619)				78,068,282
Other Agencies - 3.4%
Fannie Mae, 2.625%, 9/6/2024
(Identified Cost $32,895,705)		32,543,000		33,220,545
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $110,630,324)				111,288,827

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

19

Investment Portfolio - October 31, 2017

PRO-BLEND®CONSERVATIVE TERM SERIES	SHARES		VALUE (NOTE 2)
SHORT-TERM INVESTMENT - 1.1%
Dreyfus Government Cash Management9, 0.93%,
(Identified Cost $10,995,031)		10,995,031	$	10,995,031
TOTAL INVESTMENTS IN SECURITIES - 99.5%
(Identified Cost $913,003,896)				962,598,857
TOTAL OPTIONS WRITTEN - 0.0%##
(Premiums Received $104,669)				(73,138	)
TOTAL INVESTMENTS - 99.5%				962,525,719
OTHER ASSETS, LESS LIABILITIES - 0.5%				5,159,131
NET ASSETS - 100%			$	967,684,850

ADR - American Depositary Receipt

CAD - Canadian Dollar

CLP - Chilean Peso

ETF - Exchange-traded fund

GBP - British Pound

IO - Interest only

KRW - South Korean Won

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar

EXCHANGE-TRADED OPTIONS WRITTEN
DESCRIPTION	NUMBER OF CONTRACTS		EXPIRATION             DATE		EXERCISE             PRICE		NOTIONAL             AMOUNT (000)		VALUE
Call
Lululemon Athletica, Inc.		179		11/10/17	$	67.00		1,101	$	(895	)
Put
Arconic, Inc.		474		11/17/17		23.00		1,191		(4,740	)
Facebook, Inc.		77		11/17/17		160.00		1,386		(4,774	)
Medtronic plc		153		12/1/17		77.50		1,232		(9,027	)
Regeneron Pharmaceuticals, Inc.		28		11/17/17		385.00		1,127		(15,680	)
The Priceline Group, Inc.		6		11/17/17		1,750.00		1,147		(6,672	)
Vertex Pharmaceuticals, Inc.		75		11/17/17		145.00		1,097		(31,350	)
										(72,243	)
TOTAL EXCHANGE-TRADED OPTIONS WRITTEN									$	(73,138	)

*Non-income producing security.

##Less than 0.1%.

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

²A portion of this security is designated with the broker as collateral for options contracts written. As of October 31, 2017, the total value of such securities was $9,318,175.

³Security has been valued at fair value as determined in good faith by the Advisor and is classified as Level 3 in the fair value hierarchy.

⁴Amount is stated in USD unless otherwise noted.

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 $98,628,942 or 10.2%, of the Series’ net assets as of October 31, 2017 (see Note 2 to the financial statements).

⁶Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of October 31, 2017.

⁷Floating rate security. Rate shown is the rate in effect as of October 31, 2017.

⁸Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of October 31, 2017.

⁹Rate shown is the current yield as of October 31, 2017.

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

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

20

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

October 31, 2017

ASSETS:
Investments in securities, at value (identified cost $913,003,896) (Note 2)	$	962,598,857
Receivable for securities sold		3,051,581
Interest receivable		3,529,499
Receivable for fund shares sold		650,077
Foreign tax reclaims receivable		120,821
Dividends receivable		95,367
Prepaid and other expenses		15,489
TOTAL ASSETS		970,061,691
LIABILITIES:
Due to Custodian		3,226
Accrued management fees (Note 3)		514,165
Accrued shareholder services fees (Class S) (Note 3)		106,662
Accrued distribution and service (Rule 12b-1) fees (Class R) (Class R2) (Note 3)		101,488
Accrued fund accounting and administration fees (Note 3)		82,268
Accrued Chief Compliance Officer service fees (Note 3)		306
Options written, at value (premiums received $104,669) (Note 2)		73,138
Payable for securities purchased		999,652
Payable for fund shares repurchased		327,820
Other payables and accrued expenses		168,116
TOTAL LIABILITIES		2,376,841
TOTAL NET ASSETS	$	967,684,850
NET ASSETS CONSIST OF:
Capital stock	$	763,535
Additional paid-in-capital		881,848,221
Undistributed net investment income		5,449,663
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		30,004,372
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		49,619,059
TOTAL NET ASSETS	$	967,684,850

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

21

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

October 31, 2017

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($627,522,841/44,504,408 shares)	$	14.10
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($213,823,913/19,706,001 shares)	$	10.85
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($13,671,612/1,312,166 shares)	$	10.42
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R2 ($112,666,484/10,830,885 shares)	$	10.40

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

22

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

For the Year Ended October 31, 2017

INVESTMENT INCOME:
Interest	$	18,015,244
Dividends (net of foreign taxes withheld, $129,341)		6,816,323
Total Investment Income		24,831,567
EXPENSES:
Management fees (Note 3)		6,499,537
Shareholder services fees (Class S) (Note 3)		1,321,862
Distribution and service (Rule 12b-1) fees (Class R2) (Note 3)		1,172,707
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		76,603
Fund accounting and administration fees (Note 3)		216,428
Transfer agent fees (Note 3)		189,837
Directors’ fees (Note 3)		71,834
Chief Compliance Officer service fees (Note 3)		4,049
Custodian fees		66,345
Miscellaneous		248,231
Total Expenses		9,867,433
NET INVESTMENT INCOME		14,964,134
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments in securities		36,192,443
In-kind redemptions (Note 2)		3,897,625
Options written		1,099,812
Foreign currency and translation of other assets and liabilities		15,727
		41,205,607
Net change in unrealized appreciation (depreciation) on-
Investments in securities (net of decrease in accrued foreign capital gains tax of $141)		16,996,080
Options written		5,181
Foreign currency and translation of other assets and liabilities		12,740
		17,014,001
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		58,219,608
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	73,183,742

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

23

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

	FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	14,964,134		$	18,069,521
Net realized gain (loss) on investments and foreign currency		37,307,982			6,804,163
Net realized gain (loss) from in-kind redemptions		3,897,625			—
Net change in unrealized appreciation (depreciation) on investments and foreign currency		17,014,001			8,738,093
Net increase from operations		73,183,742			33,611,777
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(8,240,473	)		(12,113,006	)
From net investment income (Class I)		(5,354,879	)		(6,560,592	)
From net investment income (Class R)		(219,383	)		(729,050	)
From net investment income (Class R2)		(1,063,946	)		(1,585,137	)
From net realized gain on investments (Class S)		(1,231,640	)		—
From net realized gain on investments (Class I)		(661,927	)		—
From net realized gain on investments (Class R)		(40,435	)		—
From net realized gain on investments (Class R2)		(292,777	)		—
Total distributions to shareholders		(17,105,460	)		(20,987,785	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net decrease from capital share transactions (Note 5)		(250,449,181	)		(281,237,096	)
Net decrease in net assets		(194,370,899	)		(268,613,104	)
NET ASSETS:
Beginning of year		1,162,055,749			1,430,668,853
End of year (including undistributed net investment income of $ 5,449,663 and $ 6,938,681, respectively)	$	967,684,850		$	1,162,055,749

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

24

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.36		$	13.15		$	14.13		$	14.18		$	13.62
Income (loss) from investment operations:
Net investment income1		0.19			0.19			0.22			0.22			0.22
Net realized and unrealized gain (loss) on investments		0.73			0.21			(0.41	)		0.52			0.83
Total from investment operations		0.92			0.40			(0.19	)		0.74			1.05
Less distributions to shareholders:
From net investment income		(0.16	)		(0.19	)		(0.18	)		(0.20	)		(0.20	)
From net realized gain on investments		(0.02	)		—			(0.61	)		(0.59	)		(0.29	)
Total distributions to shareholders		(0.18	)		(0.19	)		(0.79	)		(0.79	)		(0.49	)
Net asset value - End of year	$	14.10		$	13.36		$	13.15		$	14.13		$	14.18
Net assets - End of year (000’s omitted)	$	627,523		$	724,270		$	911,956		$	1,124,851		$	1,027,160
Total return2		7.02	%		3.07	%		(1.33	%)		5.46	%		7.93	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.87	%		0.87	%		0.88	%		0.87	%		0.87	%
Net investment income		1.42	%		1.47	%		1.60	%		1.57	%		1.58	%
Series portfolio turnover		58	%		65	%		51	%		45	%		54	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

25

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.33		$	10.22		$	11.17		$	11.38		$	11.03
Income (loss) from investment operations:
Net investment income1		0.17			0.17			0.19			0.20			0.20
Net realized and unrealized gain (loss) on investments		0.56			0.15			(0.32	)		0.40			0.66
Total from investment operations		0.73			0.32			(0.13	)		0.60			0.86
Less distributions to shareholders:
From net investment income		(0.19	)		(0.21	)		(0.21	)		(0.22	)		(0.22	)
From net realized gain on investments		(0.02	)		—			(0.61	)		(0.59	)		(0.29	)
Total distributions to shareholders		(0.21	)		(0.21	)		(0.82	)		(0.81	)		(0.51	)
Net asset value - End of year	$	10.85		$	10.33		$	10.22		$	11.17		$	11.38
Net assets - End of year (000’s omitted)	$	213,824		$	291,632		$	325,700		$	353,538		$	318,106
Total return2		7.25	%		3.26	%		(1.15	%)		5.66	%		8.15	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.67	%		0.67	%		0.68	%		0.67	%		0.67	%
Net investment income		1.62	%		1.66	%		1.81	%		1.77	%		1.77	%
Series portfolio turnover		58	%		65	%		51	%		45	%		54	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

26

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.92		$	9.81		$	10.75		$	10.99		$	10.67
Income (loss) from investment operations:
Net investment income1		0.11			0.12			0.13			0.14			0.14
Net realized and unrealized gain (loss) on investments		0.54			0.15			(0.30	)		0.38			0.64
Total from investment operations		0.65			0.27			(0.17	)		0.52			0.78
Less distributions to shareholders:
From net investment income		(0.13	)		(0.16	)		(0.16	)		(0.17	)		(0.17	)
From net realized gain on investments		(0.02	)		—			(0.61	)		(0.59	)		(0.29	)
Total distributions to shareholders		(0.15	)		(0.16	)		(0.77	)		(0.76	)		(0.46	)
Net asset value - End of year	$	10.42		$	9.92		$	9.81		$	10.75		$	10.99
Net assets - End of year (000’s omitted)	$	13,672		$	19,054		$	55,315		$	59,101		$	48,272
Total return2		6.72	%		2.79	%		(1.60	%)		5.08	%		7.64	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.17	%		1.17	%		1.18	%		1.17	%		1.17	%
Net investment income		1.12	%		1.19	%		1.30	%		1.27	%		1.28	%
Series portfolio turnover		58	%		65	%		51	%		45	%		54	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

27

Financial Highlights - Pro-Blend^® Conservative Term Series - Class R2*

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.91		$	9.81		$	10.75		$	10.99		$	10.68
Income (loss) from investment operations:
Net investment income1		0.06			0.06			0.08			0.08			0.08
Net realized and unrealized gain (loss) on investments		0.54			0.15			(0.31	)		0.39			0.65
Total from investment operations		0.60			0.21			(0.23	)		0.47			0.73
Less distributions to shareholders:
From net investment income		(0.09	)		(0.11	)		(0.10	)		(0.12	)		(0.13	)
From net realized gain on investments		(0.02	)		—			(0.61	)		(0.59	)		(0.29	)
Total distributions to shareholders		(0.11	)		(0.11	)		(0.71	)		(0.71	)		(0.42	)
Net asset value - End of year	$	10.40		$	9.91		$	9.81		$	10.75		$	10.99
Net assets - End of year (000’s omitted)	$	112,666		$	127,100		$	137,697		$	139,291		$	102,919
Total return2		6.13	%		2.24	%		(2.10	%)		4.58	%		7.06	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.67	%		1.67	%		1.68	%		1.67	%		1.67	%
Net investment income		0.62	%		0.66	%		0.81	%		0.77	%		0.78	%
Series portfolio turnover		58	%		65	%		51	%		45	%		54	%

*Effective March 1, 2017, Class C shares of the Series have been redesignated as Class R2 Shares.

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

28

Performance Update as of October 31, 2017 - Pro-Blend^® Moderate Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2017
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend®Moderate Term Series - Class S3		8.46	%		5.43	%		4.09	%		6.63	%
Manning & Napier Fund, Inc. - Pro-Blend®Moderate Term Series - Class I3,4		8.72	%		5.70	%		4.34	%		6.74	%
Manning & Napier Fund, Inc. - Pro-Blend®Moderate Term Series - Class R3,5		8.21	%		5.17	%		3.81	%		6.41	%
Manning & Napier Fund, Inc. - Pro-Blend®Moderate Term Series - Class R23,5		7.71	%		4.65	%		3.32	%		5.90	%
Bloomberg Barclays U.S. Aggregate Bond Index6		0.90	%		2.04	%		4.19	%		5.27	%
30/10/60 Blended Index7		9.64	%		6.49	%		5.24	%		6.91	%

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, 2017 to the Bloomberg Barclays U.S. Aggregate Bond Index and the 30/10/60 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 Bloomberg Barclays 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, 2017, this net expense ratio was 1.08% for Class S, 0.83% for Class I, 1.33% for Class R and 1.83% for Class R2. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.08% for Class S, 0.83% for Class I, 1.33% for Class R and 1.83% for Class R2 for the year ended October 31, 2017.

⁴For the periods through the inception of Class I on March 28, 2008, performance is based on the hypothetical performance of Class S shares. Because Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁵For periods through the inception of Class R2 on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of Class S shares adjusted for expense differences.

⁶The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

29

Performance Update as of October 31, 2017 - Pro-Blend^® Moderate Term Series

(unaudited)

⁷The 30/10/60 Blended Index is 30% Russell 3000^® Index (Russell 3000), 10% MSCI ACWI ex USA Index (ACWIxUS), and 60% Bloomberg Barclays U.S. Aggregate Bond Index (BAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization-weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB is an unmanaged, market value-weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the fund’s asset allocation will vary over time, the composition of the fund’s portfolio may not match the composition of the comparative Indices. Mid-month performance may not be available for all indices within the blended index. Where applicable, performance for those indices is included from the first of the month following the corresponding Fund’s inception date.

30

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

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING  ACCOUNT VALUE                   5/1/17	ENDING ACCOUNT VALUE                   10/31/17	EXPENSES PAID DURING PERIOD                  5/1/17-10/31/17*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,042.10	$5.51	1.07%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.81	$5.45	1.07%
Class I
Actual	$1,000.00	$1,043.60	$4.22	0.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.07	$4.18	0.82%
Class R
Actual	$1,000.00	$1,040.20	$6.79	1.32%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.55	$6.72	1.32%
Class R2
Actual	$1,000.00	$1,038.50	$9.35	1.82%
Hypothetical (5% return before expenses)	$1,000.00	$1,016.03	$9.25	1.82%

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

31

Portfolio Composition - Pro-Blend^® Moderate Term Series

As of October 31, 2017 (unaudited)

Sector Allocation4
Information Technology	11.3	%
Health Care	9.1	%
Financials	6.9	%
Consumer Discretionary	5.5	%
Industrials	4.4	%
Energy	4.2	%
Materials	4.0	%
Consumer Staples	4.0	%
Real Estate	2.9	%
Telecommunication Services	1.6	%
Utilities	0.6	%
4Including common stocks and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings5
Facebook, Inc. - Class A	1.8	%
ServiceNow, Inc.	1.5	%
The Priceline Group, Inc.	1.3	%
DaVita, Inc.	1.2	%
Skyworks Solutions, Inc.	1.1	%
Novartis AG - ADR (Switzerland)	1.0	%
Medtronic plc	1.0	%
Amazon.com, Inc.	0.9	%
Diageo plc (United Kingdom)	0.8	%
Qorvo, Inc.	0.8	%
5As a percentage of total investments.

32

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 36.4%
Consumer Discretionary - 3.0%
Diversified Consumer Services - 0.0%##
Fu Shou Yuan International Group Ltd. (China)1		170,640	$	119,956
Hotels, Restaurants & Leisure - 0.1%
Accor S.A. (France)1		6,035		301,073
Jollibee Foods Corp. (Philippines)1		37,125		179,271
				480,344
Household Durables - 0.0%##
Kaufman & Broad S.A. (France)1		2,530		111,797
Internet & Direct Marketing Retail - 2.2%
Amazon.com, Inc.*		5,508		6,087,882
Ctrip.com International Ltd. - ADR (China)*		3,370		161,389
The Priceline Group, Inc.*		4,895		9,359,044
				15,608,315
Leisure Products - 0.0%##
Trigano S.A. (France)1		775		125,064
Multiline Retail - 0.0%##
Lojas Renner S.A. (Brazil)		10,880		114,411
Specialty Retail - 0.0%##
Industria de Diseno Textil S.A. (Spain)1		3,205		119,797
Textiles, Apparel & Luxury Goods - 0.7%
ANTA Sports Products Ltd. (China)1		40,180		179,720
lululemon athletica, Inc.*		73,674		4,531,688
				4,711,408
Total Consumer Discretionary				21,391,092
Consumer Staples - 3.0%
Beverages - 2.2%
Ambev S.A. - ADR (Brazil)		849,553		5,377,670
Anheuser-Busch InBev S.A./N.V. (Belgium)1		34,925		4,282,545
Diageo plc (United Kingdom)1		174,196		5,948,567
Treasury Wine Estates Ltd. (Australia)1		19,881		238,651
				15,847,433
Food & Staples Retailing - 0.1%
Puregold Price Club, Inc. (Philippines)1		182,870		180,656
Raia Drogasil S.A. (Brazil)		7,365		177,230
Robinsons Retail Holdings, Inc. (Philippines)1		98,765		185,573
				543,459
Food Products - 0.1%
Danone S.A. (France)1		2,496		204,001
Kerry Group plc - Class A (Ireland)1		2,355		237,179
M Dias Branco S.A. (Brazil)		7,100		105,004
Nestle S.A. (Switzerland)1		2,914		245,180
				791,364
Personal Products - 0.6%
Beiersdorf AG (Germany)1		1,285		144,550
Unilever plc - ADR (United Kingdom)		67,885		3,845,685
				3,990,235
Tobacco - 0.0%##
Japan Tobacco, Inc. (Japan)1		7,700		254,872
Total Consumer Staples				21,427,363
Energy - 1.6%
Energy Equipment & Services - 1.5%
Diamond Offshore Drilling, Inc.*		112,905		1,888,901
Oceaneering International, Inc.		68,835		1,391,844
Schlumberger Ltd.		84,158		5,386,112
Transocean Ltd.*		159,680		1,676,640
				10,343,497
Oil, Gas & Consumable Fuels - 0.1%
Cameco Corp. (Canada)		9,384		76,386
Galp Energia SGPS S.A. (Portugal)1		9,885		183,782
Royal Dutch Shell plc - Class B - ADR (Netherlands)		2,830		184,969
YPF S.A. - ADR (Argentina)		5,845		143,553
				588,690
Total Energy				10,932,187
Financials - 1.0%
Banks - 0.4%
Banco Macro S.A. - ADR (Argentina)		1,235		155,511
Bankia S.A. (Spain)1		29,053		138,646
Banque Cantonale Vaudoise (Switzerland)1		165		118,666
BNP Paribas S.A. (France)1		2,985		232,978
BPER Banca (Italy)1		21,050		102,467
CaixaBank S.A. (Spain)1		32,440		151,767
Credit Agricole S.A. (France)1		9,790		170,867
Danske Bank A/S (Denmark)1		4,585		174,979
Erste Group Bank AG (Austria)1		2,710		116,327
Eurobank Ergasias S.A. (Greece)*1		125,420		102,447

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

33

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Banks (continued)
FinecoBank Banca Fineco S.p.A. (Italy)1		19,220	$	179,764
Grupo Financiero Galicia S.A. - ADR (Argentina)		2,570		141,093
Grupo Supervielle S.A. - ADR (Argentina)		4,595		123,192
Itau Unibanco Holding S.A. (Brazil)		9,000		116,128
Jyske Bank A/S (Denmark)1		2,060		116,407
KBC Group N.V. (Belgium)1		2,125		176,522
Skandinaviska Enskilda Banken A.B. - Class A (Sweden)1		9,180		113,131
Svenska Handelsbanken A.B. - Class A (Sweden)1		7,990		114,515
Swedbank A.B. - Class A (Sweden)1		4,345		107,833
Sydbank A/S (Denmark)1		2,985		116,530
				2,769,770
Capital Markets - 0.6%
Amundi S.A. (France)1,2		2,180		184,757
Banca Generali S.p.A. (Italy)1		5,260		173,060
BlackRock, Inc.		5,710		2,688,439
EFG International AG (Switzerland)1		19,055		174,374
Euronext N.V. (Netherlands)1,2		3,730		221,527
Julius Baer Group Ltd. (Switzerland)1		2,010		118,887
Natixis S.A. (France)1		29,925		234,676
				3,795,720
Thrifts & Mortgage Finance - 0.0%##7
Aareal Bank AG (Germany)1		2,855		118,704
Total Financials				6,684,194
Health Care - 8.5%
Biotechnology - 3.6%
Biogen, Inc.*		13,188		4,110,172
BioMarin Pharmaceutical, Inc.*		57,882		4,751,533
Incyte Corp.*		36,539		4,138,042
Regeneron Pharmaceuticals, Inc.*		14,628		5,889,525
Seattle Genetics, Inc.*		64,490		3,953,882
Vertex Pharmaceuticals, Inc.*		16,821		2,459,735
				25,302,889
Health Care Equipment & Supplies - 1.0%
Medtronic plc		85,412		6,877,374
Osstem Implant Co. Ltd. (South Korea)*1		2,775		178,308
				7,055,682
Health Care Providers & Services - 1.7%
DaVita, Inc.*		137,157		8,330,916
Express Scripts Holding Co.*3		44,933		2,753,944
Fleury S.A. (Brazil)		18,670		163,911
Fresenius Medical Care AG & Co. KGaA (Germany)1		2,945		285,141
Orpea (France)1		1,890		226,439
				11,760,351
Life Sciences Tools & Services - 0.0%##
QIAGEN N.V.		3,591		121,591
QIAGEN N.V.1		4,642		157,488
Tecan Group AG (Switzerland)1		585		123,732
				402,811
Pharmaceuticals - 2.2%
Bristol-Myers Squibb Co.		43,094		2,657,176
Hypermarcas S.A. (Brazil)		16,700		175,153
Johnson & Johnson		38,190		5,324,068
Kalbe Farma Tbk PT (Indonesia)1		1,369,710		161,588
Novartis AG - ADR (Switzerland)		86,716		7,161,007
Perrigo Co. plc		2,735		221,508
				15,700,500
Total Health Care				60,222,233
Industrials - 3.7%
Aerospace & Defense - 0.6%
Arconic, Inc.		154,906		3,891,239
LIG Nex1 Co. Ltd. (South Korea)1		2,590		166,217
Thales S.A. (France)1		2,660		277,208
Ultra Electronics Holdings plc (United Kingdom)1		5,000		121,073
				4,455,737
Air Freight & Logistics - 0.8%
FedEx Corp.		23,870		5,390,085
Airlines - 0.1%
Azul S.A. - ADR (Brazil)*		4,380		110,770
Ryanair Holdings plc - ADR (Ireland)*		2,809		314,917
				425,687
Building Products - 0.0%##
Cie de Saint-Gobain (France)1		3,965		232,479
Geberit AG (Switzerland)1		255		115,452
				347,931
Commercial Services & Supplies - 0.1%
China Everbright International Ltd. (China)1		122,280		172,519
Elis S.A. (France)1		6,855		178,725

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

34

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Commercial Services & Supplies (continued)
SPIE S.A. (France)1		8,435	$	221,937
				573,181
Construction & Engineering - 0.1%
Eiffage S.A. (France)1		2,780		290,387
Vinci S.A. (France)1		4,100		401,708
				692,095
Electrical Equipment - 0.0%##
Legrand S.A. (France)1		2,465		182,929
Industrial Conglomerates - 0.1%
Siemens AG (Germany)1		3,365		483,324
Machinery - 0.1%
FANUC Corp. (Japan)1		899		210,208
Jungheinrich AG (Germany)1		3,800		173,060
KION Group AG (Germany)1		2,935		235,175
Metso OYJ (Finland)1		3,320		120,577
The Weir Group plc (United Kingdom)1		11,540		299,170
				1,038,190
Professional Services - 1.2%
Applus Services S.A. (Spain)1		24,155		337,776
Equifax, Inc.		30,775		3,340,011
Intertek Group plc (United Kingdom)1		60		4,322
Nielsen Holdings plc		125,900		4,667,113
Randstad Holding N.V. (Netherlands)1		2,905		178,722
RELX plc (United Kingdom)1		5,255		120,922
SGS S.A. (Switzerland)1		100		246,954
				8,895,820
Road & Rail - 0.4%
Genesee & Wyoming, Inc. - Class A*		36,760		2,638,633
Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)1		6,965		179,414
Brenntag AG (Germany)1		4,543		257,750
Howden Joinery Group plc (United Kingdom)1		14,785		80,518
				517,682
Transportation Infrastructure - 0.1%
Aena SME S.A. (Spain)1,2		3,130		574,272
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		8,900		44,960
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		475		45,087
				664,319
Total Industrials				26,305,613
Information Technology - 10.3%
Electronic Equipment, Instruments & Components - 0.2%
Halma plc (United Kingdom)1		11,495		180,366
Hexagon A.B. - Class B (Sweden)1		2,350		120,497
Hitachi Ltd. (Japan)1		39,660		315,826
Hollysys Automation Technologies Ltd. (China)		5,115		114,832
Keyence Corp. (Japan)1		906		503,034
				1,234,555
Internet Software & Services - 3.8%
Alibaba Group Holding Ltd. - ADR (China)*		2,655		490,883
Alphabet, Inc. - Class A*3		4,290		4,431,742
Alphabet, Inc. - Class C*		4,393		4,466,100
China Literature Ltd. - Rights (Expires 11/03/2017) (Hong Kong)*4		84		—
Facebook, Inc. - Class A*		68,995		12,423,240
NetEase, Inc. - ADR (China)		300		84,576
Tencent Holdings Ltd. - Class H (China)1		104,718		4,706,562
				26,603,103
IT Services - 1.7%
Altran Technologies S.A. (France)1		12,655		234,052
Amdocs Ltd.		4,475		291,322
InterXion Holding N.V. - ADR (Netherlands)*		3,860		206,085
MasterCard, Inc. - Class A		38,562		5,736,869
Sopra Steria Group (France)1		1,260		236,375
Visa, Inc. - Class A3		52,036		5,722,919
				12,427,622
Semiconductors & Semiconductor Equipment - 1.9%
Qorvo, Inc.*		77,925		5,907,494
Skyworks Solutions, Inc.		66,184		7,535,710
				13,443,204
Software - 2.7%
Atlassian Corp. plc - Class A (Australia)*		2,058		99,545
Dassault Systemes S.E. (France)1		2,260		239,913
Electronic Arts, Inc.*		26,507		3,170,237

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

35

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software (continued)
Microsoft Corp.		51,140	$	4,253,825
ServiceNow, Inc.*		85,580		10,814,745
Sophos Group plc (United Kingdom)1,2		14,855		122,496
Temenos Group AG (Switzerland)1		1,570		181,290
				18,882,051
Total Information Technology				72,590,535
Materials - 2.3%
Chemicals - 0.5%
Akzo Nobel N.V. (Netherlands)1		2,625		236,987
Ashland Global Holdings, Inc.		42,480		2,887,791
Croda International plc (United Kingdom)1		3,410		189,509
Mexichem, S.A.B. de C.V. (Mexico)		34,500		88,860
Solvay S.A. (Belgium)1		1,470		218,381
				3,621,528
Construction Materials - 0.0%##
Wienerberger AG (Austria)1		6,970		178,833
Containers & Packaging - 1.0%
Ball Corp.		79,040		3,393,187
Sealed Air Corp.		81,193		3,591,166
				6,984,353
Metals & Mining - 0.8%
Antofagasta plc (Chile)1		91,687		1,162,001
First Quantum Minerals Ltd. (Zambia)		106,948		1,196,233
Grupo Mexico, S.A.B. de C.V. - Series B (Mexico)		68,320		222,189
Lundin Mining Corp. (Canada)		162,679		1,240,804
Southern Copper Corp. (Peru)		36,867		1,583,438
				5,404,665
Total Materials				16,189,379
Real Estate - 2.3%
Equity Real Estate Investment Trusts (REITS) - 2.2%
Acadia Realty Trust		2,730		76,849
Agree Realty Corp.		1,435		67,861
Alexandria Real Estate Equities, Inc.		2,465		305,561
American Campus Communities, Inc.		2,785		115,800
American Homes 4 Rent - Class A		10,310		219,397
Apartment Investment & Management Co. - Class A		5,725		251,786
AvalonBay Communities, Inc.		1,755		318,234
Axiare Patrimonio SOCIMI S.A. (Spain)1		4,670		87,582
Bluerock Residential Growth REIT, Inc.		6,210		70,111
Boston Properties, Inc.		1,260		152,687
Brandywine Realty Trust		7,955		139,133
Brixmor Property Group, Inc.		4,000		69,880
Camden Property Trust		1,445		131,842
CatchMark Timber Trust, Inc. - Class A		15,375		196,800
Cedar Realty Trust, Inc.		20,140		109,562
Chesapeake Lodging Trust		4,870		135,873
Colony NorthStar, Inc. - Class A		16,448		201,981
Columbia Property Trust, Inc.		4,285		94,613
Community Healthcare Trust, Inc.		13,315		365,230
CoreCivic, Inc.		9,810		241,915
Cousins Properties, Inc.		21,025		189,645
Crown Castle International Corp.		1,570		168,116
CubeSmart		9,365		254,915
DDR Corp.		6,915		53,038
Digital Realty Trust, Inc.		2,440		288,994
Douglas Emmett, Inc.		3,875		154,186
Education Realty Trust, Inc.		1,698		59,260
EPR Properties		890		61,570
Equinix, Inc.		1,380		639,630
Equity Commonwealth*		4,045		121,552
Equity LifeStyle Properties, Inc.		1,375		121,660
Equity Residential		3,460		232,720
Essex Property Trust, Inc.		275		72,168
Extra Space Storage, Inc.		2,355		192,144
Forest City Realty Trust, Inc. - Class A		5,235		128,938
Getty Realty Corp.		3,410		96,878
GGP, Inc.		5,665		110,241
Global Medical REIT, Inc.		15,530		131,384
HCP, Inc.		4,765		123,128
Healthcare Trust of America, Inc. - Class A		4,795		144,090
Hibernia REIT plc (Ireland)1		61,910		106,371
Host Hotels & Resorts, Inc.		6,035		118,045
Independence Realty Trust, Inc.		10,070		102,210
Invitation Homes, Inc.		4,520		102,016
Lamar Advertising Co. - Class A		1,575		110,943
LaSalle Hotel Properties		2,870		80,963
Life Storage, Inc.		1,550		125,271
The Macerich Co.		1,035		56,511

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

36

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	SHARES/ PRINCIPAL AMOUNT5		VALUE (NOTE 2)
COMMON STOCKS (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Mid-America Apartment Communities, Inc.		2,340	$	239,499
National Retail Properties, Inc.		3,135		125,964
Outfront Media, Inc.		5,142		120,580
Physicians Realty Trust		12,755		221,682
Prologis, Inc.		6,145		396,844
Public Storage		995		206,214
Regency Centers Corp.		2,071		127,470
Retail Opportunity Investments Corp.		4,265		76,685
Rexford Industrial Realty, Inc.		6,205		184,226
Simon Property Group, Inc.		3,180		493,949
STAG Industrial, Inc.		6,815		186,050
Starwood Waypoint Homes		2,800		101,668
STORE Capital Corp.		4,980		122,956
Sun Communities, Inc.		1,325		119,594
Sunstone Hotel Investors, Inc.		7,615		124,277
Terreno Realty Corp.		4,995		183,416
UDR, Inc.		4,410		171,064
Unibail-Rodamco S.E. (France)1		810		202,749
Urban Edge Properties		8,080		189,557
Ventas, Inc.		3,965		248,804
VEREIT, Inc.		14,890		117,482
Vornado Realty Trust		3,620		270,993
Welltower, Inc.		3,370		225,655
Weyerhaeuser Co.		110,026		3,951,034
				15,907,696
Real Estate Management & Development - 0.1%
Aliansce Shopping Centers S.A. (Brazil)*		21,875		116,888
Iguatemi Empresa de Shopping Centers S.A. (Brazil)		9,990		117,389
Nexity S.A. (France)1		2,955		181,621
				415,898
Total Real Estate				16,323,594
Telecommunication Services - 0.6%
Diversified Telecommunication Services - 0.6%
Iliad S.A. (France)1		810		202,191
Zayo Group Holdings, Inc.*		112,450		4,054,947
Total Telecommunication Services				4,257,138
Utilities - 0.1%
Electric Utilities - 0.0%##
Pampa Energia S.A. - ADR (Argentina)*		3,470		235,370
Independent Power and Renewable Electricity Producers - 0.1%
China Longyuan Power Group Corp. Ltd. - Class H (China)1		220,000		163,150
Huaneng Renewables Corp. Ltd. - Class H (China)1		500,000		171,952
				335,102
Total Utilities				570,472
TOTAL COMMON STOCKS
(Identified Cost $215,770,745)				256,893,800
CORPORATE BONDS - 18.0%
Non-Convertible Corporate Bonds - 18.0%
Consumer Discretionary - 2.5%
Auto Components - 0.3%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		2,118,000		2,266,208
Household Durables - 0.6%
Century Communities, Inc.2, 5.875%, 7/15/2025		272,000		274,717
Meritage Homes Corp., 5.125%, 6/6/2027		199,000		201,239
NVR, Inc., 3.95%, 9/15/2022		2,377,000		2,496,925
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		290,000		297,613
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		156,000		168,870
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		242,000		237,160
Weekley Homes LLC - Weekley Finance Corp.2, 6.625%, 8/15/2025		256,000		248,960
				3,925,484
Internet & Direct Marketing Retail - 0.7%
Amazon.com, Inc.2, 3.15%, 8/22/2027		1,530,000		1,539,155
The Priceline Group, Inc., 3.60%, 6/1/2026		2,984,000		3,049,967
				4,589,122
Media - 0.7%
Charter Communications Operating LLC - Charter Communications Operating Capital Corp., 4.464%, 7/23/2022		75,000		79,206
Comcast Corp., 4.40%, 8/15/2035		1,435,000		1,553,947
CSC Holdings, LLC, 5.25%, 6/1/2024		346,000		344,486

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

37

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
Discovery Communications LLC, 3.95%, 3/20/2028		2,320,000	$	2,301,009
DISH DBS Corp., 5.875%, 7/15/2022		75,000		75,422
UPCB Finance IV Ltd. (Netherlands)2, 5.375%, 1/15/2025		285,000		291,412
VTR Finance B.V. (Chile)2, 6.875%, 1/15/2024		485,000		514,221
				5,159,703
Multiline Retail - 0.2%
Dollar General Corp., 3.25%, 4/15/2023		1,453,000		1,490,958
Total Consumer Discretionary				17,431,475
Consumer Staples - 1.0%
Beverages - 0.6%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		1,778,000		2,809,617
PepsiCo, Inc., 3.10%, 7/17/2022		1,414,000		1,461,832
				4,271,449
Food & Staples Retailing - 0.4%
C&S Group Enterprises LLC2, 5.375%, 7/15/2022		385,000		373,450
CVS Health Corp., 3.50%, 7/20/2022		2,136,000		2,201,767
				2,575,217
Total Consumer Staples				6,846,666
Energy - 2.6%
Energy Equipment & Services - 0.1%
McDermott International, Inc.2, 8.00%, 5/1/2021		390,000		402,675
Trinidad Drilling Ltd. (Canada)2, 6.625%, 2/15/2025		281,000		273,272
				675,947
Oil, Gas & Consumable Fuels - 2.5%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		2,966,000		3,083,530
Cheniere Corpus Christi Holdings, LLC, 7.00%, 6/30/2024		355,000		405,144
Cheniere Energy Partners LP2, 5.25%, 10/1/2025		251,000		258,530
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		1,331,000		1,426,503
ConocoPhillips Co., 3.35%, 5/15/2025		1,435,000		1,478,436
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		286,000		286,000
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		1,435,000		1,453,745
Enviva Partners LP - Enviva Partners Finance Corp., 8.50%, 11/1/2021		251,000		269,197
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		272,000		286,960
Global Ship Lease, Inc. (United Kingdom)2, 9.875%, 11/15/2022		350,000		357,000
Hilcorp Energy I LP - Hilcorp Finance Co.2, 5.75%, 10/1/2025		394,000		403,357
Jonah Energy LLC - Jonah Energy Finance Corp.2, 7.25%, 10/15/2025		251,000		251,000
Kinder Morgan Energy Partners LP, 4.30%, 5/1/2024		3,005,000		3,152,895
PBF Holding Co. LLC - PBF Finance Corp.2, 7.25%, 6/15/2025		211,000		218,121
Petroleos Mexicanos (Mexico), 6.875%, 8/4/2026		1,276,000		1,433,586
Rockies Express Pipeline, LLC2, 5.625%, 4/15/2020		342,000		362,520
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		1,360,000		1,538,605
SemGroup Corp.2, 6.375%, 3/15/2025		263,000		259,055
Seven Generations Energy Ltd. (Canada)2, 5.375%, 9/30/2025		173,000		174,730
Southwestern Energy Co., 6.70%, 1/23/2025		204,000		208,590
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.2, 5.50%, 9/15/2024		354,000		365,948
				17,673,452
Total Energy				18,349,399
Financials - 6.0%
Banks - 3.2%
Banco Santander S.A. (Spain), 3.50%, 4/11/2022		1,902,000		1,948,915
Bank of America Corp., 4.00%, 1/22/2025		2,188,000		2,266,076
Barclays Bank plc (United Kingdom)2, 10.179%, 6/12/2021		1,250,000		1,543,619
Citigroup, Inc., 3.875%, 3/26/2025		3,031,000		3,110,117

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

38

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES		PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019			1,444,000	$	1,472,239
JPMorgan Chase & Co.6, (3 mo. LIBOR US + 0.935%), 2.776%, 4/25/2023			3,005,000		3,015,657
Kreditanstalt fuer Wiederaufbau (Germany), 1.50%, 6/15/2021			5,794,000		5,689,973
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025			3,053,000		3,219,827
Popular, Inc., 7.00%, 7/1/2019			283,000		289,368
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD		390,000		305,256
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023			73,000		81,289
					22,942,336
Capital Markets - 0.8%
The Goldman Sachs Group, Inc., 4.25%, 10/21/2025			1,465,000		1,528,461
Morgan Stanley7, (3 mo. LIBOR US + 1.220%), 2.617%, 5/8/2024			2,206,000		2,243,017
Morgan Stanley, 5.00%, 11/24/2025			2,002,000		2,183,809
					5,955,287
Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019			108,000		109,318
Navient Corp., 6.125%, 3/25/2024			177,000		181,646
SLM Corp., 5.125%, 4/5/2022			225,000		233,156
					524,120
Diversified Financial Services - 0.7%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021			2,890,000		3,069,157
E*TRADE Financial Corp., 2.95%, 8/24/2022			1,540,000		1,540,734
LPL Holdings, Inc.2, 5.75%, 9/15/2025			182,000		189,280
					4,799,171
Insurance - 1.1%
American International Group, Inc., 4.125%, 2/15/2024			2,075,000		2,207,053
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024			3,540,000		3,822,025
Prudential Financial, Inc.6, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042			1,288,000		1,423,240
					7,452,318
Thrifts & Mortgage Finance - 0.1%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.2, 5.875%, 8/1/2021			463,000		478,047
Total Financials					42,151,279
Health Care - 0.5%
Biotechnology - 0.4%
AMAG Pharmaceuticals, Inc.2, 7.875%, 9/1/2023			195,000		198,413
Express Scripts Holding Co., 3.50%, 6/15/2024			2,132,000		2,157,243
Horizon Pharma, Inc. - Horizon Pharma USA, Inc.2, 8.75%, 11/1/2024			330,000		345,675
					2,701,331
Health Care Equipment & Supplies - 0.0%##
Hill-Rom Holdings, Inc.2, 5.00%, 2/15/2025			195,000		199,387
Health Care Providers & Services - 0.1%
DaVita, Inc., 5.00%, 5/1/2025			251,000		247,235
Fresenius Medical Care US Finance II, Inc. (Germany)2, 6.50%, 9/15/2018			108,000		112,174
HCA Healthcare, Inc., 6.25%, 2/15/2021			73,000		78,566
HCA, Inc., 3.75%, 3/15/2019			73,000		74,095
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.2, 6.625%, 5/15/2022			100,000		100,125
Tenet Healthcare Corp., 6.75%, 2/1/2020			73,000		74,278
					686,473
Total Health Care					3,587,191
Industrials - 0.7%
Aerospace & Defense - 0.0%##
Arconic, Inc., 5.87%, 2/23/2022			205,000		223,963
Air Freight & Logistics - 0.0%##
Park Aerospace Holdings Ltd. (Ireland)2, 4.50%, 3/15/2023			138,000		138,173

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

39

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines - 0.1%
Allegiant Travel Co., 5.50%, 7/15/2019		182,000	$	187,915
American Airlines Group, Inc.2, 5.50%, 10/1/2019		173,000		179,920
				367,835
Building Products - 0.1%
Airxcel, Inc.2, 8.50%, 2/15/2022		294,000		311,640
Construction & Engineering - 0.1%
Tutor Perini Corp.2, 6.875%, 5/1/2025		286,000		308,522
Industrial Conglomerates - 0.4%
General Electric Co.7, (3 mo. LIBOR US + 0.380%), 1.771%, 5/5/2026		3,208,000		3,107,222
Machinery - 0.0%##
Xerium Technologies, Inc., 9.50%, 8/15/2021		211,000		216,739
Trading Companies & Distributors - 0.0%##
International Lease Finance Corp., 6.25%, 5/15/2019		199,000		211,023
Total Industrials				4,885,117
Information Technology - 1.0%
Internet Software & Services - 0.4%
Activision Blizzard, Inc., 3.40%, 6/15/2027		2,957,000		2,962,493
IT Services - 0.3%
Visa, Inc., 2.80%, 12/14/2022		2,197,000		2,238,334
Semiconductors & Semiconductor Equipment - 0.3%
Applied Materials, Inc., 3.30%, 4/1/2027		1,460,000		1,493,195
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		277,000		265,920
				1,759,115
Total Information Technology				6,959,942
Materials - 1.7%
Chemicals - 0.3%
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)2, 8.375%, 12/1/2022		247,000		249,470
NOVA Chemicals Corp. (Canada)2, 4.875%, 6/1/2024		208,000		211,900
Solvay Finance America LLC (Belgium)2, 3.40%, 12/3/2020		1,490,000		1,532,176
				1,993,546
Metals & Mining - 1.2%
Anglo American Capital plc (United Kingdom)2, 9.375%, 4/8/2019		116,000		127,634
Anglo American Capital plc (United Kingdom)2, 4.00%, 9/11/2027		3,080,000		3,083,082
Corp Nacional del Cobre de Chile (Chile)2, 3.625%, 8/1/2027		2,703,000		2,718,921
Ferroglobe plc - Globe Specialty Metals, Inc.2, 9.375%, 3/1/2022		175,000		190,312
Northwest Acquisitions ULC - Dominion Finco, Inc.2, 7.125%, 11/1/2022		495,000		511,087
Petra Diamonds US Treasury plc (South Africa)2, 7.25%, 5/1/2022		325,000		322,725
Southern Copper Corp. (Peru), 3.875%, 4/23/2025		1,505,000		1,561,961
Techniplas LLC2, 10.00%, 5/1/2020		272,000		217,600
				8,733,322
Paper & Forest Products - 0.2%
Domtar Corp., 4.40%, 4/1/2022		1,379,000		1,450,373
Total Materials				12,177,241
Real Estate - 0.5%
Equity Real Estate Investment Trusts (REITS) - 0.5%
American Tower Corp., 3.30%, 2/15/2021		2,988,000		3,065,780
GTP Acquisition Partners I LLC2, 2.35%, 6/15/2020		589,000		587,055
iStar, Inc., 5.25%, 9/15/2022		229,000		234,725
Total Real Estate				3,887,560
Telecommunication Services - 1.0%
Diversified Telecommunication Services - 1.0%
AT&T, Inc., 3.90%, 8/14/2027		2,811,000		2,799,756
CenturyLink, Inc., 7.50%, 4/1/2024		190,000		201,875
Frontier Communications Corp., 11.00%, 9/15/2025		299,000		253,776
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		394,000		402,897
Inmarsat Finance plc (United Kingdom)2, 4.875%, 5/15/2022		354,000		361,151
Sprint Communications, Inc.2, 9.00%, 11/15/2018		73,000		77,471
Sprint Communications, Inc., 7.00%, 8/15/2020		73,000		78,636

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

40

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	PRINCIPAL AMOUNT 5 / SHARES		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Telecommunication Services (continued)
Diversified Telecommunication Services (continued)
Verizon Communications, Inc., 4.125%, 3/16/2027		2,776,000	$	2,896,848
Total Telecommunication Services				7,072,410
Utilities - 0.5%
Independent Power and Renewable Electricity Producers - 0.5%
American Water Capital Corp., 2.95%, 9/1/2027		3,110,000		3,095,655
Atlantica Yield plc (Spain)2, 7.00%, 11/15/2019		645,000		690,150
Total Utilities				3,785,805
TOTAL CORPORATE BONDS
(Identified Cost $125,377,410)				127,134,085
MUTUAL FUNDS - 0.1%
Global X MSCI Greece ETF		18,085		167,648
iShares MSCI Eurozone ETF		10,935		479,281
TOTAL MUTUAL FUNDS
(Identified Cost $599,777)				646,929
U.S. TREASURY SECURITIES - 20.5%
U.S. Treasury Bonds - 4.2%
U.S. Treasury Bond, 6.25%, 5/15/2030		5,621,000		7,941,639
U.S. Treasury Bond, 4.75%, 2/15/2037		8,994,000		11,893,862
U.S. Treasury Bond, 2.50%, 2/15/2045		6,573,000		6,114,431
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		3,946,712		3,818,872
Total U.S. Treasury Bonds
(Identified Cost $30,362,593)				29,768,804
U.S. Treasury Notes - 16.3%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		5,970,542		5,991,498
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		3,802,620		3,786,481
U.S. Treasury Note, 1.375%, 4/30/2020		18,342,000		18,205,151
U.S. Treasury Note, 1.375%, 4/30/2021		19,545,000		19,249,534
U.S. Treasury Note, 1.75%, 4/30/2022		17,878,000		17,708,299
U.S. Treasury Note, 2.00%, 7/31/2022		9,217,000		9,218,800
U.S. Treasury Note, 1.625%, 4/30/2023		19,480,000		19,010,502
U.S. Treasury Note, 1.625%, 5/15/2026		8,562,000		8,093,097
U.S. Treasury Note, 2.375%, 5/15/2027		13,758,000		13,764,449
Total U.S. Treasury Notes
(Identified Cost $115,676,386)				115,027,811
TOTAL U.S. TREASURY SECURITIES
(Identified Cost $146,038,979)				144,796,615
ASSET-BACKED SECURITIES - 3.3%
BMW Vehicle Owner Trust, Series 2016-A, Class A3, 1.16%, 11/25/2020		2,180,000		2,165,900
Cazenovia Creek Funding I LLC, Series 2015-1A, Class A2, 2.00%, 12/10/2023		334,432		333,596
Chesapeake Funding II LLC, Series 2017-2A, Class A12, 1.99%, 5/15/2029		4,322,000		4,323,208
Colony American Homes, Series 2015-1A, Class A2,7, (1 mo. LIBOR US + 1.200%), 2.437%, 7/17/2032		1,040,317		1,042,166
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A2, 2.56%, 10/15/2025		1,320,000		1,321,968
Enterprise Fleet Financing LLC, Series 2015-2, Class A22, 1.59%, 2/22/2021		914,860		914,668
Enterprise Fleet Financing LLC, Series 2017-1, Class A22, 2.13%, 7/20/2022		800,000		801,888
Home Partners of America Trust, Series 2016-1, Class A2,7, (1 mo. LIBOR US + 1.650%), 2.887%, 3/17/2033		772,301		778,555
Honda Auto Receivables Owner Trust, Series 2016-4, Class A2, 1.04%, 4/18/2019		1,988,346		1,985,479
Hyundai Auto Lease Securitization Trust, Series 2017-B, Class A32, 1.97%, 7/15/2020		3,400,000		3,402,734
Invitation Homes Trust, Series 2015-SFR3, Class A2,7, (1 mo. LIBOR US + 1.300%), 2.537%, 8/17/2032		1,998,783		2,013,279
SoFi Consumer Loan Program LLC, Series 2017-5, Class A12, 2.14%, 9/25/2026		1,892,865		1,891,234

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

41

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
ASSET-BACKED SECURITIES (continued)
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A2, 1.55%, 3/26/2040		900,369	$	897,397
Tax Ease Funding LLC, Series 2016-1A, Class A2, 3.131%, 6/15/2028		515,985		518,314
Tricon American Homes Trust, Series 2016-SFR1, Class A2, 2.589%, 11/17/2033		1,190,000		1,179,253
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $23,560,977)				23,569,639
COMMERCIAL MORTGAGE-BACKED SECURITIES - 6.9%
Americold LLC Trust, Series 2010-ARTA, Class A12, 3.847%, 1/14/2029		157,947		162,220
BWAY Mortgage Trust, Series 2015-1740, Class A2, 2.917%, 1/10/2035		2,809,000		2,774,174
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A12,8, 2.50%, 5/25/2043		1,138,238		1,083,238
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A12,8, 2.13%, 2/25/2043		830,044		794,626
FDIC Trust, Series 2011-R1, Class A2, 2.672%, 7/25/2026		278,534		279,316
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)8, 1.304%, 8/25/2020		13,288,017		403,850
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)8, 1.187%, 4/25/2021		8,331,974		290,420
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)8, 1.527%, 10/25/2021		5,609,468		280,717
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)8, 1.353%, 12/25/2021		8,370,795		383,869
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)8, 1.468%, 6/25/2022		10,138,937		567,759
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K029, Class A28, 3.32%, 2/25/2023		2,431,000		2,543,958
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)8, 0.208%, 4/25/2023		52,524,856		517,900
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)8, 0.111%, 5/25/2023		39,607,938		230,598
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K033, Class A28, 3.06%, 7/25/2023		3,970,000		4,102,804
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K035, Class A28, 3.458%, 8/25/2023		3,613,000		3,809,778
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)8, 1.546%, 10/25/2018		8,191,584		93,594
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ10, Class A2, 2.912%, 12/25/2023		3,060,000		3,124,457
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ13, Class A2, 2.864%, 8/25/2022		1,911,000		1,954,862
FREMF Mortgage Trust, Series 2011-K701, Class B2,8, 4.058%, 7/25/2048		750,000		748,864
FREMF Mortgage Trust, Series 2011-K702, Class B2,8, 4.785%, 4/25/2044		885,000		891,276
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)2, 0.10%, 6/25/2046		129,942,740		550,905
FREMF Mortgage Trust, Series 2013-K712, Class B2,8, 3.365%, 5/25/2045		742,000		752,739
FREMF Mortgage Trust, Series 2014-K37, Class B2,8, 4.558%, 1/25/2047		1,657,000		1,762,280
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX2,8, 3.495%, 12/15/2034		1,928,000		1,952,220
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class DFX2,8, 3.495%, 12/15/2034		1,000,000		1,007,036
GS Mortgage Securities Trust, Series 2010-C2, Class A12, 3.849%, 12/10/2043		98,114		100,845

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

42

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES		PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
JP Morgan Mortgage Trust, Series 2013-1, Class 1A22,8, 3.00%, 3/25/2043			684,345	$	683,837
JP Morgan Mortgage Trust, Series 2013-2, Class A22,8, 3.50%, 5/25/2043			692,346		705,679
JP Morgan Mortgage Trust, Series 2014-2, Class 1A12,8, 3.00%, 6/25/2029			958,445		970,127
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX32,8, 3.75%, 11/25/2054			804,215		829,069
New Residential Mortgage Loan Trust, Series 2015-2A, Class A12,8, 3.75%, 8/25/2055			1,003,562		1,035,004
New Residential Mortgage Loan Trust, Series 2016-4A, Class A12,8, 3.75%, 11/25/2056			1,022,356		1,050,695
OBP Depositor LLC Trust, Series 2010-OBP, Class A2, 4.646%, 7/15/2045			115,000		121,003
SCG Trust, Series 2013-SRP1, Class AJ2,7, (1 mo. LIBOR US + 1.950%), 3.189%, 11/15/2026			2,976,000		2,964,491
Sequoia Mortgage Trust, Series 2013-2, Class A8, 1.874%, 2/25/2043			743,296		703,025
Sequoia Mortgage Trust, Series 2013-7, Class A28, 3.00%, 6/25/2043			791,056		789,512
Sequoia Mortgage Trust, Series 2013-8, Class A18, 3.00%, 6/25/2043			911,745		908,700
Starwood Retail Property Trust, Series 2014-STAR, Class A2,7, (1 mo. LIBOR US + 1.220%), 2.459%, 11/15/2027			1,774,000		1,775,234
Towd Point Mortgage Trust, Series 2016-5, Class A12,8, 2.50%, 10/25/2056			1,839,475		1,835,123
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX2, 4.004%, 9/13/2028			350,000		365,332
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A22, 4.393%, 11/15/2043			545,000		575,552
WinWater Mortgage Loan Trust, Series 2015-1, Class A12,8, 3.50%, 1/20/2045			1,008,988		1,025,897
WinWater Mortgage Loan Trust, Series 2015-3, Class A52,8, 3.50%, 3/20/2045			951,933		967,476
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES
(Identified Cost $47,796,756)					48,470,061
FOREIGN GOVERNMENT BONDS - 2.5%
Bonos de la Tesoreria de la Republica en pesos (Chile), 6.00%, 1/1/2018	CLP		790,000,000		1,247,937
Canada Housing Trust No. 1 (Canada)2, 4.10%, 12/15/2018	CAD		338,000		269,897
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD		433,000		352,747
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020			6,700,000		6,690,513
The Korea Development Bank (South Korea), 1.375%, 9/12/2019			400,000		392,332
Korea Treasury Bond (South Korea), 2.00%, 12/10/2017	KRW		480,000,000		428,683
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN		8,562,000		456,902
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN		3,460,000		177,276
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN		5,621,000		286,794
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN		1,081,000		58,189
Province of Ontario (Canada), 2.00%, 9/27/2018			1,470,000		1,474,214
Province of Ontario (Canada), 1.25%, 6/17/2019			1,297,000		1,284,419
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD		739,000		551,612
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019			3,200,000		3,159,724
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP		411,000		554,863
TOTAL FOREIGN GOVERNMENT BONDS
(Identified Cost $18,612,978)					17,386,102

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

43

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES - 9.6%
Mortgage-Backed Securities - 7.0%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		292,108	$	303,883
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		21,660		22,362
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		36,697		38,553
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		241,607		251,565
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		45,619		48,013
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		347,549		360,978
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		31,553		33,616
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		826,274		891,370
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034		637,340		687,551
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035		1,240,631		1,314,215
Fannie Mae, Pool #AZ3376, 4.00%, 7/1/2035		2,519,305		2,669,205
Fannie Mae, Pool #745418, 5.50%, 4/1/2036		620,243		692,217
Fannie Mae, Pool #995050, 6.00%, 9/1/2037		240,392		273,453
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		747,612		845,613
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		522,383		592,226
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		1,177,863		1,335,219
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		179,596		203,358
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		60,141		68,230
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		157,647		175,107
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		983,902		1,055,675
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		820,608		930,655
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		902,348		1,022,007
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041		1,084,102		1,142,701
Fannie Mae, Pool #AI5172, 4.00%, 8/1/2041		860,672		907,083
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		1,897,174		2,042,341
Fannie Mae, Pool #AL7068, 4.50%, 9/1/2042		2,050,626		2,197,423
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		967,947		1,020,013
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044		1,283,796		1,372,511
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045		940,388		989,065
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046		2,448,895		2,519,185
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046		1,459,828		1,501,729
Fannie Mae, Pool #BD1381, 3.50%, 6/1/2046		826,591		850,317
Fannie Mae, Pool #AS7568, 4.50%, 7/1/2046		937,572		1,002,717
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		709,899		760,970
Fannie Mae, Pool #AL8674, 5.659%, 1/1/2049		2,105,548		2,312,127
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		88,210		90,381
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		48,276		50,964
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		33,964		35,801
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		25,836		27,403
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		45,687		48,347
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		20,767		21,926
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		694,457		748,243
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		932,834		1,006,042
Freddie Mac, Pool #C91850, 4.00%, 9/1/2035		1,533,552		1,628,958
Freddie Mac, Pool #C91854, 4.00%, 10/1/2035		1,103,637		1,172,373
Freddie Mac, Pool #G03696, 5.50%, 1/1/2038		1,764		1,961
Freddie Mac, Pool #G03781, 6.00%, 1/1/2038		262,630		295,723
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		266,127		300,551
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		269,026		298,974
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		327,768		364,134

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

44

Investment Portfolio - October 31, 2017

PRO-BLEND®MODERATE TERM SERIES	PRINCIPAL AMOUNT5/ SHARES		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		162,706	$	180,884
Freddie Mac, Pool #G05900, 6.00%, 3/1/2040		208,517		236,002
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		195,240		221,417
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		1,958,574		2,099,787
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		1,136,774		1,198,103
Freddie Mac, Pool #Q37592, 4.00%, 12/1/2045		2,104,627		2,220,059
Freddie Mac, Pool #Q42596, 3.50%, 8/1/2046		1,581,036		1,626,424
Freddie Mac, Pool #Q45199, 4.00%, 1/1/2047		816,354		856,905
Freddie Mac, Pool #Q45210, 4.00%, 1/1/2047		819,793		860,516
Freddie Mac, Pool #G08754, 4.50%, 3/1/2047		1,752,756		1,871,775
Ginnie Mae, Pool #263096, 9.50%, 3/15/2020		524		526
Total Mortgage-Backed Securities
(Identified Cost $49,723,735)				49,897,432
Other Agencies - 2.6%
Fannie Mae, 2.625%, 9/6/2024
(Identified Cost $18,873,355)		17,974,000		18,348,219
TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $68,597,090)				68,245,651
SHORT-TERM INVESTMENT - 2.4%
Dreyfus Government Cash Management9, 0.93%,
(Identified Cost $17,376,776)		17,376,776		17,376,776
TOTAL INVESTMENTS IN SECURITIES - 99.7%
(Identified Cost $663,731,488)				704,519,658
TOTAL OPTIONS WRITTEN - 0.0%##
(Premiums Received $129,126)				(89,122	)
TOTAL INVESTMENTS - 99.7%				704,430,536
OTHER ASSETS, LESS LIABILITIES - 0.3%				2,087,089
NET ASSETS - 100%			$	706,517,625

ADR - American Depositary Receipt

CAD - Canadian Dollar

CLP - Chilean Peso

ETF - Exchange-traded fund

GBP - British Pound

IO - Interest only

KRW - South Korean Won

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar

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

45

Investment Portfolio - October 31, 2017

EXCHANGE-TRADED OPTIONS WRITTEN
DESCRIPTION	NUMBER OF     CONTRACTS		EXPIRATION     DATE		EXERCISE     PRICE		NOTIONAL     AMOUNT     (000)		VALUE
Call
Lululemon Athletica, Inc.		229		11/10/17	$	67.00		1,409	$	(1,145	)
Put
Arconic, Inc.		571		11/17/17		23.00		1,434		(5,710	)
Facebook, Inc.		100		11/17/17		160.00		1,801		(6,200	)
Medtronic plc		197		12/01/17		77.50		1,586		(11,623	)
Regeneron Pharmaceuticals, Inc.		34		11/17/17		385.00		1,369		(19,040	)
The Priceline Group, Inc.		7		11/17/17		1,750.00		1,338		(7,784	)
Vertex Pharmaceuticals, Inc.		90		11/17/17		145.00		1,316		(37,620	)
										(87,977	)
TOTAL EXCHANGE-TRADED OPTIONS WRITTEN									$	(89,122	)

*Non-income producing security.

##Less than 0.1%.

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

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $70,109,299 or 9.9%, of the Series’ net assets as of October 31, 2017 (see Note 2 to the Financial statements).

³A portion of this security is designated with the broker as collateral for options contracts written. As of October 31, 2017, the total value of such securities was $11,863,752.

⁴Security has been valued at fair value as determined in good faith by the Advisor and is classified as Level 3 in the fair value hierarchy.

⁵Amount is stated in USD unless otherwise noted.

⁶Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of October 31, 2017.

⁷Floating rate security. Rate shown is the rate in effect as of October 31, 2017.

⁸Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of October 31, 2017.

⁹Rate shown is the current yield as of October 31, 2017.

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

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

46

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

October 31, 2017

ASSETS:
Investments in securities, at value (identified cost $663,731,488) (Note 2)	$	704,519,658
Receivable for securities sold		2,005,307
Interest receivable		2,576,156
Receivable for fund shares sold		280,193
Foreign tax reclaims receivable		323,326
Dividends receivable		51,569
Prepaid expenses		400
TOTAL ASSETS		709,756,609
LIABILITIES:
Due to custodian		6,321
Accrued management fees (Note 3)		483,070
Accrued distribution and service (Rule 12b-1) fees (Class R) (Class R2) (Note 3)		109,190
Accrued shareholder services fees (Class S) (Note 3)		91,372
Accrued fund accounting and administration fees (Note 3)		71,396
Accrued Chief Compliance Officer service fees (Note 3)		306
Options written, at value (premiums received $129,126) (Note 2)		89,122
Payable for securities purchased		1,729,048
Payable for fund shares repurchased		513,863
Other payables and accrued expenses		145,296
TOTAL LIABILITIES		3,238,984
TOTAL NET ASSETS	$	706,517,625
NET ASSETS CONSIST OF:
Capital stock	$	560,037
Additional paid-in-capital		624,840,797
Undistributed net investment income		2,398,334
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		37,909,498
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		40,808,959
TOTAL NET ASSETS	$	706,517,625

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

47

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

October 31, 2017

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($426,426,478/ 30,085,106 shares)	$	14.17
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($140,705,508/ 13,127,295 shares)	$	10.72
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($22,661,633/ 2,014,097 shares)	$	11.25
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R2 ($116,724,006/ 10,777,223 shares)	$	10.83

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

48

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

For the Year Ended October 31, 2017

INVESTMENT INCOME:
Interest	$	13,008,354
Dividends (net of foreign taxes withheld, $185,545)		5,179,918
Total Investment Income		18,188,272
EXPENSES:
Management fees (Note 3)		6,623,097
Distribution and service (Rule 12b-1) fees (Class R2) (Note 3)		1,210,416
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		132,922
Shareholder services fees (Class S) (Note 3)		1,155,079
Fund accounting and administration fees (Note 3)		188,146
Transfer agent fees (Note 3)		152,560
Directors’ fees (Note 3)		59,459
Chief Compliance Officer service fees (Note 3)		4,023
Custodian fees		71,381
Miscellaneous		220,852
Total Expenses		9,817,935
NET INVESTMENT INCOME		8,370,337
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments in securities		49,543,449
In-kind redemptions (Note 2)		7,226,146
Options written		1,487,584
Foreign currency and translation of other assets and liabilities		(21,581	)
		58,235,598
Net change in unrealized appreciation (depreciation) on-
Investments in securities (net of decrease in accrued foreign capital gains tax of $178)		4,759,572
Options written		3,558
Foreign currency and translation of other assets and liabilities		25,405
		4,788,535
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		63,024,133
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	71,394,470

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

49

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

	FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	8,370,337		$	12,773,276
Net realized gain on investments and foreign currency		51,009,452			12,442,255
Net realized gain (loss) from in-kind redemption transactions and foreign currency		7,226,146			—
Net change in unrealized appreciation (depreciation) on investments and foreign currency		4,788,535			1,485,694
Net increase from operations		71,394,470			26,701,225
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(3,749,931	)		(4,729,271	)
From net investment income (Class I)		(3,924,939	)		(9,622,576	)
From net investment income (Class R)		(214,584	)		(270,283	)
From net investment income (Class R2)		(398,551	)		(429,546	)
From net realized gain on investments (Class S)		(7,418,323	)		(1,848,286	)
From net realized gain on investments (Class I)		(5,643,924	)		(2,787,665	)
From net realized gain on investments (Class R)		(516,632	)		(137,520	)
From net realized gain on investments (Class R2)		(2,434,960	)		(532,912	)
Total distributions to shareholders		(24,301,844	)		(20,358,059	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net decrease from capital share transactions (Note 5)		(309,336,437	)		(649,253,761	)
Net decrease in net assets		(262,243,811	)		(642,910,595	)
NET ASSETS:
Beginning of year		968,761,436			1,611,672,031
End of year (including undistributed net investment income of $2,398,334 and $3,744,257, respectively)	$	706,517,625		$	968,761,436

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

50

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	13.37		$	13.15		$	14.53		$	14.52		$	13.28
Income (loss) from investment operations:
Net investment income1		0.13			0.13			0.15			0.16			0.14
Net realized and unrealized gain (loss) on investments		0.97			0.23			(0.44	)		0.59			1.55
Total from investment operations		1.10			0.36			(0.29	)		0.75			1.69
Less distributions to shareholders:
From net investment income		(0.10	)		(0.10	)		(0.12	)		(0.12	)		(0.13	)
From net realized gain on investments		(0.20	)		(0.04	)		(0.97	)		(0.62	)		(0.32	)
Total distributions to shareholders		(0.30	)		(0.14	)		(1.09	)		(0.74	)		(0.45	)
Net asset value - End of year	$	14.17		$	13.37		$	13.15		$	14.53		$	14.52
Net assets - End of year (000’s omitted)	$	426,426		$	511,577		$	683,089		$	788,276		$	793,812
Total return2		8.46	%		2.77	%		(1.99	%)		5.47	%		13.07	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.08	%		1.07	%		1.06	%		1.06	%		1.06	%
Net investment income		0.98	%		0.97	%		1.08	%		1.12	%		1.04	%
Series portfolio turnover		68	%		67	%		56	%		53	%		52	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

51

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.20		$	10.07		$	11.40		$	11.56		$	10.67
Income (loss) from investment operations:
Net investment income1		0.13			0.12			0.14			0.16			0.14
Net realized and unrealized gain (loss) on investments		0.73			0.18			(0.35	)		0.46			1.23
Total from investment operations		0.86			0.30			(0.21	)		0.62			1.37
Less distributions to shareholders:
From net investment income		(0.14	)		(0.13	)		(0.15	)		(0.16	)		(0.16	)
From net realized gain on investments		(0.20	)		(0.04	)		(0.97	)		(0.62	)		(0.32	)
Total distributions to shareholders		(0.34	)		(0.17	)		(1.12	)		(0.78	)		(0.48	)
Net asset value - End of year	$	10.72		$	10.20		$	10.07		$	11.40		$	11.56
Net assets - End of year (000’s omitted)	$	140,706		$	299,009		$	740,524		$	719,847		$	614,016
Total return2		8.72	%		3.08	%		(1.76	%)		5.73	%		13.34	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.83	%		0.82	%		0.81	%		0.81	%		0.81	%
Net investment income		1.24	%		1.24	%		1.33	%		1.37	%		1.28	%
Series portfolio turnover		68	%		67	%		56	%		53	%		52	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

52

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.68		$	10.53		$	11.87		$	12.00		$	11.06
Income (loss) from investment operations:
Net investment income1		0.08			0.07			0.09			0.10			0.09
Net realized and unrealized gain (loss) on investments		0.77			0.20			(0.36	)		0.49			1.28
Total from investment operations		0.85			0.27			(0.27	)		0.59			1.37
Less distributions to shareholders:
From net investment income		(0.08	)		(0.08	)		(0.10	)		(0.10	)		(0.11	)
From net realized gain on investments		(0.20	)		(0.04	)		(0.97	)		(0.62	)		(0.32	)
Total distributions to shareholders		(0.28	)		(0.12	)		(1.07	)		(0.72	)		(0.43	)
Net asset value - End of year	$	11.25		$	10.68		$	10.53		$	11.87		$	12.00
Net assets - End of year (000’s omitted)	$	22,662		$	29,499		$	39,917		$	47,180		$	50,280
Total return2		8.21	%		2.55	%		(2.30	%)		5.24	%		12.77	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.33	%		1.32	%		1.31	%		1.31	%		1.31	%
Net investment income		0.73	%		0.72	%		0.83	%		0.87	%		0.80	%
Series portfolio turnover		68	%		67	%		56	%		53	%		52	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

53

Financial Highlights - Pro-Blend^® Moderate Term Series - Class R2*

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.29		$	10.16		$	11.49		$	11.65		$	10.75
Income (loss) from investment operations:
Net investment income1		0.02			0.02			0.03			0.04			0.03
Net realized and unrealized gain (loss) on investments		0.75			0.18			(0.35	)		0.47			1.25
Total from investment operations		0.77			0.20			(0.32	)		0.51			1.28
Less distributions to shareholders:
From net investment income		(0.03	)		(0.03	)		(0.04	)		(0.05	)		(0.06	)
From net realized gain on investments		(0.20	)		(0.04	)		(0.97	)		(0.62	)		(0.32	)
Total distributions to shareholders		(0.23	)		(0.07	)		(1.01	)		(0.67	)		(0.38	)
Net asset value - End of year	$	10.83		$	10.29		$	10.16		$	11.49		$	11.65
Net assets - End of year (000’s omitted)	$	116,724		$	128,677		$	148,143		$	150,654		$	112,601
Total return2		7.71	%		1.98	%		(2.77	%)		4.69	%		12.27	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.83	%		1.82	%		1.81	%		1.81	%		1.81	%
Net investment income		0.23	%		0.22	%		0.33	%		0.37	%		0.29	%
Series portfolio turnover		68	%		67	%		56	%		53	%		52	%

*Effective March 1, 2017, Class C shares of the Series have been redesignated as Class R2 Shares.

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

54

Performance Update as of October 31, 2017 - Pro-Blend^® Extended Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2017
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend®Extended Term Series - Class S3		11.26	%		7.19	%		4.57	%		8.23	%
Manning & Napier Fund, Inc. - Pro-Blend®Extended Term Series - Class I3,4		11.56	%		7.45	%		4.81	%		8.34	%
Manning & Napier Fund, Inc. - Pro-Blend®Extended Term Series - Class R3,5		10.97	%		6.91	%		4.29	%		8.00	%
Manning & Napier Fund, Inc. - Pro-Blend®Extended Term Series - Class R23,5		10.31	%		6.36	%		3.79	%		7.47	%
Bloomberg Barclays U.S. Aggregate Bond Index6		0.90	%		2.04	%		4.19	%		5.25	%
40/15/45 Blended Index7		13.08	%		8.07	%		5.44	%		7.36	%

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, 2017 to the Bloomberg Barclays U.S. Aggregate Bond Index and the 40/15/45 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 Bloomberg Barclays 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, 2017, this net expense ratio was 1.08% for Class S, 0.83% for Class I, 1.33% for Class R and 1.83% for Class R2. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.08% for Class S, 0.83% for Class I, 1.33% for Class R and 1.83% for Class R2 for the year ended October 31, 2017.

⁴For the periods through the inception of Class I on March 28, 2008, performance is based on the hypothetical performance of Class S shares. Because Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁵For periods through the inception of Class R2 on January 4, 2010, and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of Class S shares adjusted for expense differences.

55

Performance Update as of October 31, 2017 - Pro-Blend^® Extended Term Series

(unaudited)

⁶The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

⁷The 40/15/45 Blended Index is 40% Russell 3000^® Index (Russell 3000), 15% MSCI ACWI ex USA Index (ACWIxUS), and 45% Bloomberg Barclays U.S. Aggregate Bond Index (BAB). Russell 3000 is an unmanaged index that consists of 3,000 of the largest U.S. companies based on total market capitalization. Index returns are based on a market capitalization weighted average of relative price changes of the component stocks plus dividends whose reinvestments are compounded daily. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. Index returns provided by Bloomberg. BAB is an unmanaged, market value-weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed and mortgage-backed securities with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the fund’s asset allocation will vary over time, the composition of the fund’s portfolio may not match the composition of the comparative Indices. Mid-month performance may not be available for all indices within the blended index. Where applicable, performance for those indices is included from the first of the month following the corresponding Fund’s inception date.

56

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

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING  ACCOUNT VALUE               5/1/17	ENDING  ACCOUNT VALUE               10/31/17	EXPENSES PAID  DURING PERIOD               5/1/17-10/31/17*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,053.20	$5.59	1.08%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.76	$5.50	1.08%
Class I
Actual	$1,000.00	$1,054.20	$4.30	0.83%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.02	$4.23	0.83%
Class R
Actual	$1,000.00	$1,052.20	$6.88	1.33%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.50	$6.77	1.33%
Class R2
Actual	$1,000.00	$1,048.70	$9.45	1.83%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.98	$9.30	1.83%

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

57

Portfolio Composition - Pro-Blend^® Extended Term Series

As of October 31, 2017 (unaudited)

Sector Allocation4
Information Technology	14.6	%
Health Care	11.9	%
Consumer Discretionary	5.8	%
Financials	5.7	%
Industrials	5.3	%
Consumer Staples	4.8	%
Materials	4.4	%
Energy	4.1	%
Real Estate	3.2	%
Telecommunication Services	1.6	%
Utilities	0.5	%
4Including common stocks and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings5
ServiceNow, Inc.	2.3	%
Facebook, Inc. - Class A	2.3	%
The Priceline Group, Inc.	1.7	%
DaVita, Inc.	1.6	%
Skyworks Solutions, Inc.	1.4	%
Novartis AG - ADR (Switzerland)	1.3	%
Medtronic plc	1.3	%
Diageo plc (United Kingdom)	1.1	%
Amazon.com, Inc.	1.1	%
Qorvo, Inc.	1.1	%
5As a percentage of total investments.

58

Investment Portfolio - October 31, 2017

PRO-BLEND®EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 48.2%
Consumer Discretionary - 3.9%
Diversified Consumer Services - 0.0%##
Fu Shou Yuan International Group Ltd. (China)1		223,000	$	156,764
Hotels, Restaurants & Leisure - 0.1%
Accor S.A. (France)1		7,935		395,860
Jollibee Foods Corp. (Philippines)1		48,750		235,407
				631,267
Household Durables - 0.0%##
Kaufman & Broad S.A. (France)1		3,293		145,513
Internet & Direct Marketing Retail - 2.9%
Amazon.com, Inc.*		6,994		7,730,328
Ctrip.com International Ltd. - ADR (China)*		4,385		209,998
The Priceline Group, Inc.*		6,238		11,926,806
				19,867,132
Leisure Products - 0.0%##
Trigano S.A. (France)1		1,020		164,600
Multiline Retail - 0.0%##
Lojas Renner S.A. (Brazil)		14,285		150,217
Specialty Retail - 0.0%##
Industria de Diseno Textil S.A. (Spain)1		4,190		156,614
Textiles, Apparel & Luxury Goods - 0.9%
ANTA Sports Products Ltd. (China)1		53,000		237,062
lululemon athletica, Inc.*		93,999		5,781,879
				6,018,941
Total Consumer Discretionary				27,291,048
Consumer Staples - 4.0%
Beverages - 3.0%
Ambev S.A. - ADR (Brazil)		1,109,476		7,022,983
Anheuser-Busch InBev S.A./N.V. (Belgium)1		45,896		5,627,822
Diageo plc (United Kingdom)1		228,819		7,813,872
Treasury Wine Estates Ltd. (Australia)1		26,014		312,267
				20,776,944
Food & Staples Retailing - 0.1%
Puregold Price Club, Inc. (Philippines)1		240,120		237,213
Raia Drogasil S.A. (Brazil)		9,555		229,930
Robinsons Retail Holdings, Inc. (Philippines)1		129,680		243,660
				710,803
Food Products - 0.2%
Danone S.A. (France)1		3,288		268,733
Kerry Group plc - Class A (Ireland)1		3,085		310,699
M Dias Branco S.A. (Brazil)		10,300		152,329
Nestle S.A. (Switzerland)1		3,831		322,335
				1,054,096
Personal Products - 0.7%
Beiersdorf AG (Germany)1		1,680		188,984
Unilever plc - ADR (United Kingdom)		86,870		4,921,186
				5,110,170
Tobacco - 0.0%##
Japan Tobacco, Inc. (Japan)1		10,200		337,622
Total Consumer Staples				27,989,635
Energy - 2.0%
Energy Equipment & Services - 1.9%
Diamond Offshore Drilling, Inc.*		146,485		2,450,694
Oceaneering International, Inc.		89,305		1,805,747
Schlumberger Ltd.		101,303		6,483,392
Transocean Ltd.*		207,170		2,175,285
				12,915,118
Oil, Gas & Consumable Fuels - 0.1%
Cameco Corp. (Canada)		11,891		96,793
Galp Energia SGPS S.A. (Portugal)1		12,980		241,325
Royal Dutch Shell plc - Class B - ADR (Netherlands)		3,715		242,812
YPF S.A. - ADR (Argentina)		7,670		188,375
				769,305
Total Energy				13,684,423
Financials - 1.3%
Banks - 0.5%
Banco Macro S.A. - ADR (Argentina)		1,620		203,990
Bankia S.A. (Spain)1		38,074		181,697
Banque Cantonale Vaudoise (Switzerland)1		210		151,030
BNP Paribas S.A. (France)1		3,915		305,564
BPER Banca (Italy)1		27,415		133,450
CaixaBank S.A. (Spain)1		39,470		184,656
Credit Agricole S.A. (France)1		12,750		222,529
Danske Bank A/S (Denmark)1		5,970		227,836
Erste Group Bank AG (Austria)1		3,530		151,525
Eurobank Ergasias S.A. (Greece)*1		163,355		133,433

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

59

Investment Portfolio - October 31, 2017

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Banks (continued)
FinecoBank Banca Fineco S.p.A. (Italy)1		25,235	$	236,023
Grupo Financiero Galicia S.A. - ADR (Argentina)		3,375		185,287
Grupo Supervielle S.A. - ADR (Argentina)		6,030		161,664
Itau Unibanco Holding S.A. (Brazil)		11,900		153,547
Jyske Bank A/S (Denmark)1		2,685		151,724
KBC Group N.V. (Belgium)1		2,765		229,686
Skandinaviska Enskilda Banken A.B. - Class A (Sweden)1		11,955		147,329
Svenska Handelsbanken A.B. - Class A (Sweden)1		10,405		149,128
Swedbank A.B. - Class A (Sweden)1		5,660		140,469
Sydbank A/S (Denmark)1		3,890		151,860
				3,602,427
Capital Markets - 0.7%
Amundi S.A. (France)1,2		2,860		242,388
Banca Generali S.p.A. (Italy)1		6,850		225,372
BlackRock, Inc.		7,330		3,451,184
EFG International AG (Switzerland)1		24,930		228,137
Euronext N.V. (Netherlands)1,2		4,880		289,827
Julius Baer Group Ltd. (Switzerland)1		2,635		155,854
Natixis S.A. (France)1		39,290		308,118
				4,900,880
Thrifts & Mortgage Finance - 0.1%
Aareal Bank AG (Germany)1		3,715		154,460
Total Financials				8,657,767
Health Care - 11.4%
Biotechnology - 4.8%
Biogen, Inc.*		16,912		5,270,794
BioMarin Pharmaceutical, Inc.*		84,470		6,934,142
Incyte Corp.*		47,646		5,395,909
Regeneron Pharmaceuticals, Inc.*		19,065		7,675,950
Seattle Genetics, Inc.*		82,960		5,086,278
Vertex Pharmaceuticals, Inc.*		21,994		3,216,183
				33,579,256
Health Care Equipment & Supplies - 1.3%
Medtronic plc		108,580		8,742,862
Osstem Implant Co. Ltd. (South Korea)*1		3,640		233,889
				8,976,751
Health Care Providers & Services - 2.2%
DaVita, Inc.*		178,623		10,849,561
Express Scripts Holding Co.*3		59,409		3,641,178
Fleury S.A. (Brazil)		24,260		212,988
Fresenius Medical Care AG & Co. KGaA (Germany)1		3,775		365,503
Orpea (France)1		2,460		294,730
				15,363,960
Life Sciences Tools & Services - 0.1%
Life Sciences Tools & Services - 0.0%##
QIAGEN N.V.		4,757		161,072
QIAGEN N.V.1		6,119		207,597
Tecan Group AG (Switzerland)1		760		160,746
				529,415
Pharmaceuticals - 3.0%
Bristol-Myers Squibb Co.		56,122		3,460,482
Hypermarcas S.A. (Brazil)		21,800		228,642
Johnson & Johnson3		53,040		7,394,306
Kalbe Farma Tbk PT (Indonesia)1		1,783,960		210,458
Novartis AG - ADR (Switzerland)		110,501		9,125,173
Perrigo Co. plc		3,610		292,374
				20,711,435
Total Health Care				79,160,817
Industrials - 5.1%
Aerospace & Defense - 0.8%
Arconic, Inc.		197,359		4,957,658
LIG Nex1 Co. Ltd. (South Korea)1		3,400		218,200
Thales S.A. (France)1		3,480		362,663
Ultra Electronics Holdings plc (United Kingdom)1		6,510		157,637
				5,696,158
Air Freight & Logistics - 1.1%
FedEx Corp.		33,873		7,648,862
Airlines - 0.1%
Azul S.A. - ADR (Brazil)*		5,730		144,912
Ryanair Holdings plc - ADR (Ireland)*		3,701		414,919
				559,831
Building Products - 0.1%
Cie de Saint-Gobain (France)1		5,210		305,478
Geberit AG (Switzerland)1		330		149,409
				454,887
Commercial Services & Supplies - 0.1%
China Everbright International Ltd. (China)1		160,000		225,737

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

60

Investment Portfolio - October 31, 2017

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Commercial Services & Supplies (continued)
Elis S.A. (France)1		9,000	$	234,649
SPIE S.A. (France)1		10,985		289,031
				749,417
Construction & Engineering - 0.1%
Eiffage S.A. (France)1		3,640		380,219
Vinci S.A. (France)1		5,455		534,468
				914,687
Electrical Equipment - 0.0%##
Legrand S.A. (France)1		3,235		240,071
Industrial Conglomerates - 0.1%
Siemens AG (Germany)1		4,380		629,111
Machinery - 0.2%
FANUC Corp. (Japan)1		1,070		250,191
Jungheinrich AG (Germany)1		4,950		225,433
KION Group AG (Germany)1		3,845		308,091
Metso OYJ (Finland)1		5,925		215,186
The Weir Group plc (United Kingdom)1		15,145		392,628
				1,391,529
Professional Services - 1.7%
Applus Services S.A. (Spain)1		31,730		443,703
Equifax, Inc.		39,902		4,330,564
Intertek Group plc (United Kingdom)1		4,475		322,382
Nielsen Holdings plc		156,283		5,793,411
Randstad Holding N.V. (Netherlands)1		3,785		232,861
RELX plc (United Kingdom)1		6,900		158,775
SGS S.A. (Switzerland)1		130		321,041
				11,602,737
Road & Rail - 0.6%
Genesee & Wyoming, Inc. - Class A*		53,030		3,806,493
Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)1		9,140		235,441
Brenntag AG (Germany)1		5,992		339,960
Howden Joinery Group plc (United Kingdom)1		19,560		106,522
				681,923
Transportation Infrastructure - 0.1%
Aena SME S.A. (Spain)1,2		4,180		766,920
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		10,400		52,538
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		555		52,681
				872,139
Total Industrials				35,247,845
Information Technology - 13.7%
Electronic Equipment, Instruments & Components - 0.2%
Halma plc (United Kingdom)1		15,090		236,775
Hexagon A.B. - Class B (Sweden)1		3,060		156,902
Hitachi Ltd. (Japan)1		51,000		406,131
Hollysys Automation Technologies Ltd. (China)		6,695		150,303
Keyence Corp. (Japan)1		1,218		676,264
				1,626,375
Internet Software & Services - 4.9%
Alibaba Group Holding Ltd. - ADR (China)*		3,490		645,266
Alphabet, Inc. - Class A*3		5,430		5,609,407
Alphabet, Inc. - Class C*		5,555		5,647,435
China Literature Ltd. - Rights (Expires 11/03/2017) (Hong Kong)*4		110		—
Facebook, Inc. - Class A*		88,220		15,884,893
NetEase, Inc. - ADR (China)		400		112,768
Tencent Holdings Ltd. - Class H (China)1		135,045		6,069,612
				33,969,381
IT Services - 2.2%
Altran Technologies S.A. (France)1		16,615		307,291
Amdocs Ltd.		5,890		383,439
InterXion Holding N.V. - ADR (Netherlands)*		4,305		229,844
MasterCard, Inc. - Class A		47,530		7,071,038
Sopra Steria Group (France)1		1,640		307,662
Visa, Inc. - Class A3		64,020		7,040,920
				15,340,194
Semiconductors & Semiconductor Equipment - 2.5%
Qorvo, Inc.*		101,308		7,680,160
Skyworks Solutions, Inc.		84,361		9,605,343
				17,285,503
Software - 3.9%
Atlassian Corp. plc - Class A (Australia)*		3,237		156,574
Dassault Systemes S.E. (France)1		2,965		314,753
Electronic Arts, Inc.*		33,833		4,046,427

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

61

Investment Portfolio - October 31, 2017

PRO-BLEND® EXTENDED TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software (continued)
Microsoft Corp.		73,401	$	6,105,495
ServiceNow, Inc.*		126,110		15,936,521
Sophos Group plc (United Kingdom)1,2		19,505		160,840
Temenos Group AG (Switzerland)1		2,060		237,871
				26,958,481
Total Information Technology				95,179,934
Materials - 3.1%
Chemicals - 0.7%
Akzo Nobel N.V. (Netherlands)1		3,455		311,920
Ashland Global Holdings, Inc.		54,153		3,681,321
Croda International plc (United Kingdom)1		4,475		248,696
Mexichem, S.A.B. de C.V. (Mexico)		40,200		103,542
Solvay S.A. (Belgium)1		1,925		285,975
				4,631,454
Construction Materials - 0.1%
Wienerberger AG (Austria)1		9,120		233,996
Containers & Packaging - 1.3%
Ball Corp.		109,965		4,720,797
Sealed Air Corp.		101,963		4,509,823
				9,230,620
Metals & Mining - 1.0%
Antofagasta plc (Chile)1		127,720		1,618,668
First Quantum Minerals Ltd. (Zambia)		145,010		1,621,963
Grupo Mexico, S.A.B. de C.V. - Series B (Mexico)		87,970		286,094
Lundin Mining Corp. (Canada)		216,337		1,650,071
Southern Copper Corp. (Peru)		41,950		1,801,753
				6,978,549
Total Materials				21,074,619
Real Estate - 2.8%
Equity Real Estate Investment Trusts (REITS) - 2.7%
Acadia Realty Trust		3,050		85,857
Agree Realty Corp.		1,815		85,831
Alexandria Real Estate Equities, Inc.		2,765		342,749
American Campus Communities, Inc.		3,130		130,145
American Homes 4 Rent - Class A		11,510		244,933
Apartment Investment & Management Co. - Class A		6,390		281,032
AvalonBay Communities, Inc.		1,960		355,407
Axiare Patrimonio SOCIMI S.A. (Spain)1		5,215		97,803
Bluerock Residential Growth REIT, Inc.		7,865		88,796
Boston Properties, Inc.		1,410		170,864
Brandywine Realty Trust		10,065		176,037
Brixmor Property Group, Inc.		4,465		78,004
Camden Property Trust		1,615		147,353
CatchMark Timber Trust, Inc. - Class A		19,425		248,640
Cedar Realty Trust, Inc.		22,485		122,318
Chesapeake Lodging Trust		5,435		151,636
Colony NorthStar, Inc. - Class A		18,365		225,522
Columbia Property Trust, Inc.		4,780		105,542
Community Healthcare Trust, Inc.		14,865		407,747
CoreCivic, Inc.		10,950		270,027
Cousins Properties, Inc.		23,470		211,699
Crown Castle International Corp.		1,750		187,390
CubeSmart		10,455		284,585
DDR Corp.		7,725		59,251
Digital Realty Trust, Inc.		2,720		322,157
Douglas Emmett, Inc.		4,645		184,825
Education Realty Trust, Inc.		1,906		66,519
EPR Properties		995		68,834
Equinix, Inc.		1,545		716,107
Equity Commonwealth*		4,515		135,676
Equity LifeStyle Properties, Inc.		1,535		135,817
Equity Residential		3,865		259,960
Essex Property Trust, Inc.		350		91,850
Extra Space Storage, Inc.		2,625		214,174
Forest City Realty Trust, Inc. - Class A		5,840		143,839
Getty Realty Corp.		3,810		108,242
GGP, Inc.		6,325		123,084
Global Medical REIT, Inc.		17,340		146,696
HCP, Inc.		5,320		137,469
Healthcare Trust of America, Inc. - Class A		5,355		160,918
Hibernia REIT plc (Ireland)1		69,120		118,759
Host Hotels & Resorts, Inc.		6,740		131,834
Independence Realty Trust, Inc.		12,755		129,463
Invitation Homes, Inc.		5,050		113,979
Lamar Advertising Co. - Class A		1,755		123,622
LaSalle Hotel Properties		3,205		90,413
Life Storage, Inc.		1,730		139,819
The Macerich Co.		1,155		63,063

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

62

Investment Portfolio - October 31, 2017

PRO-BLEND® EXTENDED TERM SERIES	SHARES/ PRINCIPAL AMOUNT5		VALUE (NOTE 2)
COMMON STOCKS (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Mid-America Apartment
Communities, Inc.		2,815	$	288,115
National Retail Properties, Inc.		3,500		140,630
Outfront Media, Inc.		6,115		143,397
Physicians Realty Trust		14,240		247,491
Prologis, Inc.		6,860		443,019
Public Storage		1,110		230,048
Regency Centers Corp.		2,313		142,365
Retail Opportunity Investments Corp.		4,765		85,675
Rexford Industrial Realty, Inc.		7,505		222,823
Simon Property Group, Inc.		3,550		551,422
STAG Industrial, Inc.		7,610		207,753
Starwood Waypoint Homes		3,125		113,469
STORE Capital Corp.		5,560		137,276
Sun Communities, Inc.		1,475		133,134
Sunstone Hotel Investors, Inc.		8,500		138,720
Terreno Realty Corp.		6,165		226,379
UDR, Inc.		4,925		191,041
Unibail-Rodamco S.E. (France)1		975		244,049
Urban Edge Properties		9,020		211,609
Ventas, Inc.		4,425		277,669
VEREIT, Inc.		16,620		131,132
Vornado Realty Trust		4,585		343,233
Welltower, Inc.		3,760		251,770
Weyerhaeuser Co.		139,563		5,011,707
				18,600,213
Real Estate Management & Development - 0.1%
Aliansce Shopping Centers S.A. (Brazil)*		28,715		153,437
Iguatemi Empresa de Shopping Centers S.A. (Brazil)		13,045		153,288
Nexity S.A. (France)1		3,875		238,166
				544,891
Total Real Estate				19,145,104
Telecommunication Services - 0.8%
Diversified Telecommunication Services - 0.8%
Iliad S.A. (France)1		1,000		249,619
Zayo Group Holdings, Inc.*		144,630		5,215,358
Total Telecommunication Services				5,464,977
Utilities - 0.1%
Electric Utilities - 0.0%##
Pampa Energia S.A. - ADR (Argentina)*		4,555		308,966
Independent Power and Renewable Electricity Producers - 0.1%
China Longyuan Power Group Corp. Ltd. - Class H (China)1		287,000		212,837
Huaneng Renewables Corp. Ltd. - Class H (China)1		654,000		224,913
				437,750
Total Utilities				746,716
TOTAL COMMON STOCKS (Identified Cost $279,995,689)				333,642,885
CORPORATE BONDS - 13.9%
Non-Convertible Corporate Bonds - 13.9%
Consumer Discretionary - 1.9%
Auto Components - 0.2%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		1,556,000		1,664,882
Household Durables - 0.4%
Century Communities, Inc.2, 5.875%, 7/15/2025		260,000		262,597
Meritage Homes Corp., 5.125%, 6/6/2027		187,000		189,104
NVR, Inc., 3.95%, 9/15/2022		1,532,000		1,609,293
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		284,000		291,455
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		147,000		159,128
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		242,000		237,160
Weekley Homes LLC - Weekley Finance Corp.2, 6.625%, 8/15/2025		250,000		243,125
				2,991,862
Internet & Direct Marketing Retail - 0.5%
Amazon.com, Inc.2, 3.15%, 8/22/2027		1,130,000		1,136,762
The Priceline Group, Inc., 3.60%, 6/1/2026		2,209,000		2,257,834
				3,394,596
Media - 0.6%
Charter Communications Operating LLC - Charter Communications Operating Capital Corp., 4.464%, 7/23/2022		75,000		79,206
Comcast Corp., 4.40%, 8/15/2035		1,043,000		1,129,454
CSC Holdings, LLC, 5.25%, 6/1/2024		339,000		337,517

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

63

Investment Portfolio - October 31, 2017

PRO-BLEND®EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Media (continued)
Discovery Communications LLC, 3.95%, 3/20/2028		1,710,000	$	1,696,002
DISH DBS Corp., 5.875%, 7/15/2022		75,000		75,422
UPCB Finance IV Ltd. (Netherlands)2, 5.375%, 1/15/2025		320,000		327,200
VTR Finance B.V. (Chile)2, 6.875%, 1/15/2024		315,000		333,979
				3,978,780
Multiline Retail - 0.2%
Dollar General Corp., 3.25%, 4/15/2023		1,046,000		1,073,325
Total Consumer Discretionary				13,103,445
Consumer Staples - 0.8%
Beverages - 0.5%
Anheuser-Busch InBev Worldwide,
Inc. (Belgium), 8.20%, 1/15/2039		1,450,000		2,291,307
PepsiCo, Inc., 3.10%, 7/17/2022		1,043,000		1,078,282
				3,369,589
Food & Staples Retailing - 0.3%
C&S Group Enterprises LLC2, 5.375%, 7/15/2022		366,000		355,020
CVS Health Corp., 3.50%, 7/20/2022		1,565,000		1,613,186
				1,968,206
Total Consumer Staples				5,337,795
Energy - 2.1%
Energy Equipment & Services - 0.1%
McDermott International, Inc.2, 8.00%, 5/1/2021		389,000		401,642
Trinidad Drilling Ltd. (Canada)2, 6.625%, 2/15/2025		264,000		256,740
				658,382
Oil, Gas & Consumable Fuels - 2.0%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		2,194,000		2,280,939
Cheniere Corpus Christi Holdings, LLC, 7.00%, 6/30/2024		290,000		330,962
Cheniere Energy Partners LP2, 5.25%, 10/1/2025		250,000		257,500
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		1,027,000		1,100,690
ConocoPhillips Co., 3.35%, 5/15/2025		996,000		1,026,148
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		272,000		272,000
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		1,018,000		1,031,298
Enviva Partners LP - Enviva Partners Finance Corp., 8.50%, 11/1/2021		246,000		263,835
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		257,000		271,135
Global Ship Lease, Inc. (United Kingdom)2, 9.875%, 11/15/2022		345,000		351,900
Hilcorp Energy I LP - Hilcorp Finance Co.2, 5.75%, 10/1/2025		385,000		394,144
Jonah Energy LLC - Jonah Energy Finance Corp.2, 7.25%, 10/15/2025		245,000		245,000
Kinder Morgan Energy Partners LP, 4.30%, 5/1/2024		2,061,000		2,162,435
PBF Holding Co. LLC - PBF Finance Corp.2, 7.25%, 6/15/2025		198,000		204,682
Petroleos Mexicanos (Mexico), 6.875%, 8/4/2026		1,010,000		1,134,735
Rockies Express Pipeline, LLC2, 5.625%, 4/15/2020		336,000		356,160
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		1,010,000		1,142,640
SemGroup Corp.2, 6.375%, 3/15/2025		257,000		253,145
Seven Generations Energy Ltd. (Canada)2, 5.375%, 9/30/2025		166,000		167,660
Southwestern Energy Co., 6.70%, 1/23/2025		194,000		198,365
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.2, 5.50%, 9/15/2024		346,000		357,678
				13,803,051
Total Energy				14,461,433
Financials - 4.5%
Banks - 2.4%
Banco Santander S.A. (Spain), 3.50%, 4/11/2022		1,479,000		1,515,481
Bank of America Corp., 4.00%, 1/22/2025		1,619,000		1,676,772
Barclays Bank plc (United Kingdom)2, 10.179%, 6/12/2021		920,000		1,136,104
Citigroup, Inc., 3.875%, 3/26/2025		2,240,000		2,298,470

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

64

Investment Portfolio - October 31, 2017

PRO-BLEND®EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Banks (continued)
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		1,005,000	$	1,024,654
JPMorgan Chase & Co.6, (3 mo. LIBOR US + 0.935%), 2.776%, 4/25/2023		2,120,000		2,127,518
Kreditanstalt fuer Wiederaufbau (Germany), 1.50%, 6/15/2021		3,813,000		3,744,541
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		2,023,000		2,133,544
Popular, Inc., 7.00%, 7/1/2019		279,000		285,277
Royal Bank of Canada (Canada), 3.77%, 3/30/2018	CAD	346,000		270,817
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023		73,000		81,289
				16,294,467
Capital Markets - 0.6%
The Goldman Sachs Group, Inc., 4.25%, 10/21/2025		1,022,000		1,066,271
Morgan Stanley7, (3 mo. LIBOR US + 1.220%), 2.617%, 5/8/2024		1,673,000		1,701,073
Morgan Stanley, 5.00%, 11/24/2025		1,532,000		1,671,127
				4,438,471
Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		105,000		106,281
Navient Corp., 6.125%, 3/25/2024		171,000		175,489
SLM Corp., 5.125%, 4/5/2022		220,000		227,975
				509,745
Diversified Financial Services - 0.5%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021		2,140,000		2,272,663
E*TRADE Financial Corp., 2.95%, 8/24/2022		1,140,000		1,140,543
LPL Holdings, Inc.2, 5.75%, 9/15/2025		178,000		185,120
				3,598,326
Insurance - 0.8%
American International Group, Inc., 4.125%, 2/15/2024		1,524,000		1,620,987
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		2,620,000		2,828,730
Prudential Financial, Inc.6, (3 mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		1,012,000		1,118,260
				5,567,977
Thrifts & Mortgage Finance - 0.1%
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.2, 5.875%, 8/1/2021		458,000		472,885
Total Financials				30,881,871
Health Care - 0.4%
Biotechnology - 0.3%
AMAG Pharmaceuticals, Inc.2, 7.875%, 9/1/2023		191,000		194,341
Express Scripts Holding Co., 3.50%, 6/15/2024		1,680,000		1,699,891
Horizon Pharma, Inc. - Horizon Pharma USA, Inc.2, 8.75%, 11/1/2024		350,000		366,625
				2,260,857
Health Care Equipment & Supplies - 0.0%##
Hill-Rom Holdings, Inc.2, 5.00%, 2/15/2025		191,000		195,298
Health Care Providers & Services - 0.1%
DaVita, Inc., 5.00%, 5/1/2025		250,000		246,250
Fresenius Medical Care US Finance II, Inc. (Germany)2, 6.50%, 9/15/2018		105,000		109,058
HCA Healthcare, Inc., 6.25%, 2/15/2021		73,000		78,566
HCA, Inc., 3.75%, 3/15/2019		73,000		74,095
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A2, 6.625%, 5/15/2022		100,000		100,125
Tenet Healthcare Corp., 6.75%, 2/1/2020		73,000		74,278
				682,372
Total Health Care				3,138,527
Industrials - 0.3%
Aerospace & Defense - 0.0%##
Arconic, Inc., 5.87%, 2/23/2022		220,000		240,350
Air Freight & Logistics - 0.0%##
Park Aerospace Holdings Ltd. (Ireland)2, 4.50%, 3/15/2023		136,000		136,170

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

65

Investment Portfolio - October 31, 2017

PRO-BLEND®EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Industrials (continued)
Airlines - 0.1%
Allegiant Travel Co., 5.50%, 7/15/2019		175,000	$	180,687
American Airlines Group, Inc.2, 5.50%, 10/1/2019		178,000		185,120
				365,807
Building Products - 0.1%
Airxcel, Inc.2, 8.50%, 2/15/2022		284,000		301,040
Construction & Engineering - 0.1%
Tutor Perini Corp.2, 6.875%, 5/1/2025		276,000		297,735
Machinery - 0.0%##
Xerium Technologies, Inc., 9.50%, 8/15/2021		211,000		216,739
Trading Companies & Distributors - 0.0%##
International Lease Finance Corp., 6.25%, 5/15/2019		198,000		209,963
Total Industrials				1,767,804
Information Technology - 0.9%
Internet Software & Services - 0.3%
Activision Blizzard, Inc., 3.40%, 6/15/2027		2,112,000		2,115,924
IT Services - 0.2%
Visa, Inc., 2.80%, 12/14/2022		1,610,000		1,640,290
Semiconductors & Semiconductor Equipment - 0.4%
Applied Materials, Inc., 3.30%, 4/1/2027		2,220,000		2,270,474
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		267,000		256,320
				2,526,794
Total Information Technology				6,283,008
Materials - 1.4%
Chemicals - 0.2%
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)2, 8.375%, 12/1/2022		242,000		244,420
NOVA Chemicals Corp. (Canada)2, 4.875%, 6/1/2024		198,000		201,712
Solvay Finance America LLC (Belgium)2, 3.40%, 12/3/2020		1,089,000		1,119,825
				1,565,957
Metals & Mining - 1.0%
Anglo American Capital plc (United Kingdom)2, 9.375%, 4/8/2019		113,000		124,333
Anglo American Capital plc (United Kingdom)2, 4.00%, 9/11/2027		2,270,000		2,272,271
Corp Nacional del Cobre de Chile (Chile)2, 3.625%, 8/1/2027		1,958,000		1,969,533
Ferroglobe plc - Globe Specialty Metals, Inc.2, 9.375%, 3/1/2022		205,000		222,938
Northwest Acquisitions ULC - Dominion Finco, Inc.2, 7.125%, 11/1/2022		540,000		557,550
Petra Diamonds US Treasury plc (South Africa)2, 7.25%, 5/1/2022		325,000		322,725
Southern Copper Corp. (Peru), 3.875%, 4/23/2025		1,082,000		1,122,952
Techniplas LLC2, 10.00%, 5/1/2020		272,000		217,600
				6,809,902
Paper & Forest Products - 0.2%
Domtar Corp., 4.40%, 4/1/2022		987,000		1,038,084
Total Materials				9,413,943
Real Estate - 0.4%
Equity Real Estate Investment Trusts (REITS) - 0.4%
American Tower Corp., 3.30%, 2/15/2021		2,209,000		2,266,502
GTP Acquisition Partners I LLC2, 2.35%, 6/15/2020		427,000		425,590
iStar, Inc., 5.25%, 9/15/2022		198,000		202,950
Total Real Estate				2,895,042
Telecommunication Services - 0.8%
Diversified Telecommunication Services - 0.8%
AT&T, Inc., 3.90%, 8/14/2027		2,280,000		2,270,880
CenturyLink, Inc., 7.50%, 4/1/2024		183,000		194,437
Frontier Communications Corp., 11.00%, 9/15/2025		288,000		244,440
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		385,000		393,693
Inmarsat Finance plc (United Kingdom)2, 4.875%, 5/15/2022		560,000		571,312
Sprint Communications, Inc.2, 9.00%, 11/15/2018		73,000		77,471
Sprint Communications, Inc., 7.00%, 8/15/2020		73,000		78,636
Verizon Communications, Inc., 4.125%, 3/16/2027		1,968,000		2,053,674
Total Telecommunication Services				5,884,543

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

66

Investment Portfolio - October 31, 2017

PRO-BLEND®EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5 / SHARES		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Utilities - 0.4%
Independent Power and Renewable Electricity Producers - 0.4%
American Water Capital Corp., 2.95%, 9/1/2027		2,290,000	$	2,279,437
Atlantica Yield plc (Spain)2, 7.00%, 11/15/2019		506,000		541,420
Total Utilities				2,820,857
TOTAL CORPORATE BONDS (Identified Cost $94,544,891)				95,988,268
MUTUAL FUNDS - 0.1%
Global X MSCI Greece ETF		23,555		218,355
iShares MSCI Eurozone ETF		14,360		629,399
TOTAL MUTUAL FUNDS (Identified Cost $784,504)				847,754
U.S. TREASURY SECURITIES - 18.0%
U.S. Treasury Bonds - 4.0%
U.S. Treasury Bond, 6.25%, 5/15/2030		5,524,000		7,804,592
U.S. Treasury Bond, 4.75%, 2/15/2037		8,169,000		10,802,864
U.S. Treasury Bond, 2.50%, 2/15/2045		5,913,000		5,500,476
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		3,779,273		3,656,857
Total U.S. Treasury Bonds (Identified Cost $28,287,628)				27,764,789
U.S. Treasury Notes - 14.0%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		3,626,380		3,639,108
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		3,613,606		3,598,270
U.S. Treasury Note, 1.375%, 4/30/2021		17,644,000		17,377,272
U.S. Treasury Note, 1.75%, 4/30/2022		17,301,000		17,136,776
U.S. Treasury Note, 2.00%, 7/31/2022		7,580,000		7,581,480
U.S. Treasury Note, 1.625%, 4/30/2023		18,470,000		18,024,844
U.S. Treasury Note, 1.25%, 7/31/2023		9,026,000		8,603,964
U.S. Treasury Note, 1.625%, 5/15/2026		7,624,000		7,206,467
U.S. Treasury Note, 2.375%, 5/15/2027		13,515,000		13,521,335
Total U.S. Treasury Notes (Identified Cost $97,015,255)				96,689,516
TOTAL U.S. TREASURY SECURITIES (Identified Cost $125,302,883)				124,454,305
ASSET-BACKED SECURITIES - 2.7%
Cazenovia Creek Funding I LLC, Series 2015-1A, Class A2, 2.00%, 12/10/2023		249,817		249,192
Chesapeake Funding II LLC, Series 2017-2A, Class A12, 1.99%, 5/15/2029		6,940,000		6,941,940
Credit Acceptance Auto Loan Trust, Series 2017-1A, Class A2, 2.56%, 10/15/2025		1,224,000		1,225,825
Enterprise Fleet Financing LLC, Series 2015-2, Class A22, 1.59%, 2/22/2021		629,446		629,314
Home Partners of America Trust, Series 2016-1, Class A2,7, (1 mo. LIBOR US + 1.650%), 2.887%, 3/17/2033		512,764		516,916
Honda Auto Receivables Owner Trust, Series 2016-4, Class A2, 1.04%, 4/18/2019		1,264,442		1,262,619
Hyundai Auto Lease Securitization Trust, Series 2017-B, Class A32, 1.97%, 7/15/2020		1,650,000		1,651,327
Invitation Homes Trust, Series 2015-SFR3, Class A2,7, (1 mo. LIBOR US + 1.300%), 2.537%, 8/17/2032		1,115,733		1,123,824
SoFi Consumer Loan Program LLC, Series 2017-5, Class A12, 2.14%, 9/25/2026		2,082,152		2,080,358
SoFi Professional Loan Program LLC, Series 2017-A, Class A2A2, 1.55%, 3/26/2040		860,498		857,657
South Carolina Student Loan Corp., Series 2005, Class A37, (3 mo. LIBOR US + 0.140%), 1.456%, 12/1/2023		1,243,633		1,243,197
Tax Ease Funding LLC, Series 2016-1A, Class A2, 3.131%, 6/15/2028		331,282		332,777

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

67

Investment Portfolio - October 31, 2017

PRO-BLEND®EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
ASSET-BACKED SECURITIES (continued)
Tricon American Homes Trust, Series 2016-SFR1, Class A2, 2.589%, 11/17/2033		877,000	$	869,080
TOTAL ASSET-BACKED SECURITIES (Identified Cost $18,964,845)				18,984,026
COMMERCIAL MORTGAGE-BACKED SECURITIES - 5.2%
Americold LLC Trust, Series 2010-ARTA, Class A12, 3.847%, 1/14/2029		119,887		123,131
BWAY Mortgage Trust, Series 2015-1740, Class A2, 2.917%, 1/10/2035		2,411,000		2,381,108
Credit Suisse Mortgage Capital Trust, Series 2013-IVR3, Class A12,8, 2.50%, 5/25/2043		661,207		629,258
Credit Suisse Mortgage Capital Trust, Series 2013-TH1, Class A12,8, 2.13%, 2/25/2043		653,432		625,550
FDIC Trust, Series 2011-R1, Class A2, 2.672%, 7/25/2026		292,669		293,491
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K009, Class X1 (IO)8, 1.304%, 8/25/2020		8,125,420		246,948
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K014, Class X1 (IO)8, 1.187%, 4/25/2021		9,548,728		332,831
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K016, Class X1 (IO)8, 1.527%, 10/25/2021		4,102,464		205,302
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K017, Class X1 (IO)8, 1.353%, 12/25/2021		16,871,627		773,701
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K021, Class X1 (IO)8, 1.468%, 6/25/2022		11,219,929		628,292
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K029, Class A28, 3.32%, 2/25/2023		2,156,000		2,256,180
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K030, Class X1 (IO)8, 0.208%, 4/25/2023		45,050,331		444,201
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K032, Class X1 (IO)8, 0.111%, 5/25/2023		28,967,133		168,647
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K035, Class A28, 3.458%, 8/25/2023		2,631,000		2,774,295
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K706, Class X1 (IO)8, 1.546%, 10/25/2018		5,577,359		63,725
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ10, Class A2, 2.912%, 12/25/2023		2,558,000		2,611,882
Freddie Mac Multifamily Structured Pass-Through Certificates, Series KJ13, Class A2, 2.864%, 8/25/2022		1,827,000		1,868,934
Freddie Mac Multifamily Structured Pass-Through Certificates, Series K-P01, Class A2, 1.72%, 1/25/2019		668,396		668,241
FREMF Mortgage Trust, Series 2011-K701, Class B2,8, 4.058%, 7/25/2048		550,000		549,167
FREMF Mortgage Trust, Series 2011-K702, Class B2,8, 4.785%, 4/25/2044		675,000		679,787
FREMF Mortgage Trust, Series 2013-K28, Class X2A (IO)2, 0.10%, 6/25/2046		79,460,619		336,881
FREMF Mortgage Trust, Series 2013-K712, Class B2,8, 3.365%, 5/25/2045		767,000		778,101
FREMF Mortgage Trust, Series 2014-K41, Class B2,8, 3.832%, 11/25/2047		1,315,000		1,336,668
FREMF Mortgage Trust, Series 2014-K715, Class B2,8, 3.979%, 2/25/2046		1,279,000		1,324,966
GAHR Commercial Mortgage Trust, Series 2015-NRF, Class BFX2,8, 3.495%, 12/15/2034		1,535,000		1,554,283
GS Mortgage Securities Trust, Series 2010-C2, Class A12, 3.849%, 12/10/2043		68,452		70,357
JP Morgan Mortgage Trust, Series 2013-1, Class 1A22,8, 3.00%, 3/25/2043		457,311		456,972
JP Morgan Mortgage Trust, Series 2013-2, Class A22,8, 3.50%, 5/25/2043		403,355		411,123
JP Morgan Mortgage Trust, Series 2014-2, Class 1A12,8, 3.00%, 6/25/2029		700,873		709,415

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

68

Investment Portfolio - October 31, 2017

PRO-BLEND®EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
COMMERCIAL MORTGAGE-BACKED SECURITIES (continued)
LSTAR Commercial Mortgage Trust, Series 2014-2, Class A22, 2.767%, 1/20/2041		260,122	$	259,882
New Residential Mortgage Loan Trust, Series 2014-3A, Class AFX32,8, 3.75%, 11/25/2054		530,374		546,765
New Residential Mortgage Loan Trust, Series 2015-2A, Class A12,8, 3.75%, 8/25/2055		778,274		802,658
New Residential Mortgage Loan Trust, Series 2016-4A, Class A12,8, 3.75%, 11/25/2056		767,691		788,970
OBP Depositor LLC Trust, Series 2010-OBP, Class A2, 4.646%, 7/15/2045		115,000		121,003
SCG Trust, Series 2013-SRP1, Class AJ2,7, (1 mo. LIBOR US + 1.950%), 3.189%, 11/15/2026		1,900,000		1,892,652
Sequoia Mortgage Trust, Series 2013-2, Class A8, 1.874%, 2/25/2043		484,168		457,936
Sequoia Mortgage Trust, Series 2013-7, Class A28, 3.00%, 6/25/2043		530,301		529,265
Sequoia Mortgage Trust, Series 2013-8, Class A18, 3.00%, 6/25/2043		538,342		536,544
Starwood Retail Property Trust, Series 2014-STAR, Class A2,7, (1 mo. LIBOR US + 1.220%), 2.459%, 11/15/2027		1,096,000		1,096,762
Towd Point Mortgage Trust, Series 2016-5, Class A12,8, 2.50%, 10/25/2056		1,363,680		1,360,454
Vornado DP LLC Trust, Series 2010-VNO, Class A2FX2, 4.004%, 9/13/2028		350,000		365,332
Wells Fargo Commercial Mortgage Trust, Series 2010-C1, Class A22, 4.393%, 11/15/2043		600,000		633,635
WinWater Mortgage Loan Trust, Series 2015-1, Class A12,8, 3.50%, 1/20/2045		571,804		581,386
WinWater Mortgage Loan Trust, Series 2015-3, Class A52,8, 3.50%, 3/20/2045		551,266		560,267
TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (Identified Cost $35,022,417)				35,836,948
FOREIGN GOVERNMENT BONDS - 1.8%
Bonos de la Tesoreria de la Republica en pesos (Chile), 6.00%, 1/1/2018	CLP	805,000,000		1,271,632
Canada Housing Trust No. 1 (Canada)2, 4.10%, 12/15/2018	CAD	299,000		238,755
Canadian Government Bond (Canada), 2.75%, 6/1/2022	CAD	358,000		291,647
Export-Import Bank of Korea (South Korea), 2.625%, 12/30/2020		4,625,000		4,618,451
Korea Treasury Bond (South Korea), 2.00%, 12/10/2017	KRW	470,000,000		419,753
Mexican Government Bond (Mexico), 8.00%, 6/11/2020	MXN	7,313,000		390,250
Mexican Government Bond (Mexico), 6.50%, 6/10/2021	MXN	3,112,000		159,446
Mexican Government Bond (Mexico), 6.50%, 6/9/2022	MXN	5,057,000		258,018
Mexican Government Bond (Mexico), 7.75%, 5/29/2031	MXN	972,000		52,322
Province of Ontario (Canada), 2.00%, 9/27/2018		932,000		934,671
Province of Ontario (Canada), 1.25%, 6/17/2019		777,000		769,463
Singapore Government Bond (Singapore), 2.50%, 6/1/2019	SGD	657,000		490,405
Svensk Exportkredit AB (Sweden), 1.125%, 8/28/2019		2,179,000		2,151,575
United Kingdom Gilt (United Kingdom), 5.00%, 3/7/2018	GBP	370,000		499,512
TOTAL FOREIGN GOVERNMENT BONDS (Identified Cost $13,670,193)				12,545,900
U.S. GOVERNMENT AGENCIES - 8.0%
Mortgage-Backed Securities - 5.5%
Fannie Mae, Pool #888468, 5.50%, 9/1/2021		184,074		191,494
Fannie Mae, Pool #995233, 5.50%, 10/1/2021		15,704		16,212
Fannie Mae, Pool #888017, 6.00%, 11/1/2021		26,757		28,110
Fannie Mae, Pool #995329, 5.50%, 12/1/2021		176,216		183,479
Fannie Mae, Pool #888136, 6.00%, 12/1/2021		33,334		35,084
Fannie Mae, Pool #888810, 5.50%, 11/1/2022		219,082		227,547
Fannie Mae, Pool #990895, 5.50%, 10/1/2023		29,466		31,088
Fannie Mae, Pool #AD0462, 5.50%, 10/1/2024		22,999		24,503

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

69

Investment Portfolio - October 31, 2017

PRO-BLEND®EXTENDED TERM SERIES	PRINCIPAL AMOUNT 5		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Fannie Mae, Pool #MA1834, 4.50%, 2/1/2034		913,183	$	985,126
Fannie Mae, Pool #MA1903, 4.50%, 5/1/2034		535,750		577,958
Fannie Mae, Pool #MA2177, 4.00%, 2/1/2035		906,543		960,311
Fannie Mae, Pool #AY8263, 3.00%, 5/1/2035		1,512,242		1,524,989
Fannie Mae, Pool #909786, 5.50%, 3/1/2037		128,167		142,263
Fannie Mae, Pool #995050, 6.00%, 9/1/2037		160,216		182,250
Fannie Mae, Pool #AB8161, 6.00%, 12/1/2037		430,498		486,930
Fannie Mae, Pool #889576, 6.00%, 4/1/2038		348,156		394,705
Fannie Mae, Pool #889579, 6.00%, 5/1/2038		302,533		342,329
Fannie Mae, Pool #995196, 6.00%, 7/1/2038		17,806		20,184
Fannie Mae, Pool #AD0207, 6.00%, 10/1/2038		749,399		848,552
Fannie Mae, Pool #AD0220, 6.00%, 10/1/2038		29,145		33,066
Fannie Mae, Pool #AD0307, 5.50%, 1/1/2039		462,188		513,882
Fannie Mae, Pool #AD0527, 5.50%, 6/1/2039		101,377		112,606
Fannie Mae, Pool #MA0258, 4.50%, 12/1/2039		573,816		615,674
Fannie Mae, Pool #AL1595, 6.00%, 1/1/2040		399,927		453,559
Fannie Mae, Pool #AL0152, 6.00%, 6/1/2040		710,587		804,817
Fannie Mae, Pool #AL0241, 4.00%, 4/1/2041		897,654		946,175
Fannie Mae, Pool #AI5172, 4.00%, 8/1/2041		817,516		861,599
Fannie Mae, Pool #AL1410, 4.50%, 12/1/2041		1,556,970		1,676,105
Fannie Mae, Pool #AL7729, 4.00%, 6/1/2043		789,848		832,334
Fannie Mae, Pool #AX5234, 4.50%, 11/1/2044		752,394		804,387
Fannie Mae, Pool #AS4103, 4.50%, 12/1/2044		934,134		1,008,256
Fannie Mae, Pool #AZ9215, 4.00%, 10/1/2045		716,522		753,611
Fannie Mae, Pool #BC3490, 3.50%, 2/1/2046		1,923,499		1,978,709
Fannie Mae, Pool #BC6764, 3.50%, 4/1/2046		862,426		887,180
Fannie Mae, Pool #BD6997, 4.00%, 10/1/2046		982,690		1,032,208
Fannie Mae, Pool #BE3812, 4.00%, 12/1/2046		997,467		1,047,986
Fannie Mae, Pool #BE3815, 4.00%, 12/1/2046		1,081,702		1,136,488
Fannie Mae, Pool #BE7845, 4.50%, 2/1/2047		1,192,777		1,278,588
Fannie Mae, Pool #AL8674, 5.659%, 1/1/2049		1,654,338		1,816,648
Freddie Mac, Pool #G11850, 5.50%, 7/1/2020		64,327		65,910
Freddie Mac, Pool #G12610, 6.00%, 3/1/2022		35,204		37,165
Freddie Mac, Pool #G12655, 6.00%, 5/1/2022		24,773		26,113
Freddie Mac, Pool #G12988, 6.00%, 1/1/2023		18,841		19,984
Freddie Mac, Pool #G13078, 6.00%, 3/1/2023		33,308		35,247
Freddie Mac, Pool #G13331, 5.50%, 10/1/2023		14,073		14,859
Freddie Mac, Pool #C91754, 4.50%, 3/1/2034		445,543		480,051
Freddie Mac, Pool #C91762, 4.50%, 5/1/2034		573,405		618,406
Freddie Mac, Pool #C91771, 4.50%, 6/1/2034		514,396		556,652
Freddie Mac, Pool #C91780, 4.50%, 7/1/2034		593,679		640,275
Freddie Mac, Pool #K92054, 4.00%, 10/1/2034		662,067		702,089
Freddie Mac, Pool #C91850, 4.00%, 9/1/2035		1,737,541		1,845,638
Freddie Mac, Pool #G03926, 6.00%, 2/1/2038		157,224		177,561
Freddie Mac, Pool #G04731, 5.50%, 4/1/2038		240,055		266,778
Freddie Mac, Pool #G08273, 5.50%, 6/1/2038		292,470		324,920
Freddie Mac, Pool #G04601, 5.50%, 7/1/2038		728,811		810,822
Freddie Mac, Pool #G04587, 5.50%, 8/1/2038		618,912		687,231
Freddie Mac, Pool #G05923, 5.50%, 2/1/2040		81,353		90,442
Freddie Mac, Pool #G05906, 6.00%, 4/1/2040		180,222		204,385

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

70

Investment Portfolio - October 31, 2017

PRO-BLEND®EXTENDED TERM SERIES	PRINCIPAL AMOUNT5/ SHARES		VALUE (NOTE 2)
U.S. GOVERNMENT AGENCIES (continued)
Mortgage-Backed Securities (continued)
Freddie Mac, Pool #A92889, 4.50%, 7/1/2040		1,606,979	$	1,722,841
Freddie Mac, Pool #G60183, 4.00%, 12/1/2044		866,474		913,221
Freddie Mac, Pool #Q33778, 4.00%, 6/1/2045		855,758		899,478
Freddie Mac, Pool #G08754, 4.50%, 3/1/2047		1,262,015		1,347,711
Total Mortgage-Backed Securities (Identified Cost $38,079,195)				38,284,771
Other Agencies - 2.5%
Fannie Mae, 2.625%, 9/6/2024 (Identified Cost $17,386,136)		17,011,000		17,365,169
TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $55,465,331)				55,649,940
SHORT-TERM INVESTMENT - 2.1%
Dreyfus Government Cash Management9, 0.93%, (Identified Cost $14,897,694)		14,897,694		14,897,694
TOTAL INVESTMENTS IN SECURITIES - 100.0% (Identified Cost $638,648,447)				692,847,720
TOTAL OPTIONS WRITTEN - 0.0%##
(Premiums Received $174,530)				(118,118	)
TOTAL INVESTMENTS - 100.0%				692,729,602
OTHER ASSETS, LESS LIABILITIES - 0.0%##				131,409
NET ASSETS - 100%			$	692,861,011

ADR - American Depositary Receipt

CAD - Canadian Dollar

CLP - Chilean Peso

ETF - Exchange-traded fund

GBP - British Pound

IO - Interest only

KRW - South Korean Won

MXN - Mexican Peso

No. - Number

SGD - Singapore Dollar

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

71

Investment Portfolio - October 31, 2017

EXCHANGE-TRADED OPTION PURCHSED
DESCRIPTION	NUMBER OF CONTRACTS		EXPIRATION             DATE		EXERCISE             PRICE		NOTIONAL             AMOUNT (000)		VALUE
Call
Lululemon Athletica, Inc.		330		11/10/17	$	67.00		2,030	$	(1,650	)
Put
Arconic, Inc.		741		11/17/17		23.00		1,861		(7,410	)
Facebook, Inc.		143		11/17/17		160.00		2,575		(8,866	)
Medtronic plc		282		12/01/17		77.50		2,271		(16,638	)
Regeneron Pharmaceuticals, Inc.		44		11/17/17		385.00		1,771		(24,640	)
The Priceline Group, Inc.		9		11/17/17		1,750.00		1,721		(10,008	)
Vertex Pharmaceuticals, Inc.		117		11/17/17		145.00	$	1,711		(48,906	)
										(116,468	)
TOTAL EXCHANGE-TRADED OPTIONS WRITTEN									$	(118,118	)

*Non-income producing security.

##Less than 0.1%.

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

²Restricted securities—Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $57,900,219 or 8.4%, of the Series’ net assets as of October 31, 2017 (see Note 2 to the financial statements).

³A portion of this security is designated with the broker as collateral for options contracts written. As of October 31, 2017, the total value of such ^securities was $17,481,140. 4Security has been valued at fair value as determined in good faith by the Advisor and is classified as Level 3 in the fair value hierarchy.

⁵Amount is stated in USD unless otherwise noted.

⁶Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of October 31, 2017.

⁷Floating rate security. Rate shown is the rate in effect as of October 31, 2017.

⁸Variable or floating rate security, which interest rate adjusts periodically based on changes in current interest rates and prepayments on the underlying pool of assets. Rate shown is the rate in effect as of October 31, 2017.

⁹Rate shown is the current yield as of October 31, 2017.

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

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

72

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

October 31, 2017

ASSETS:
Investments in securities, at value (identified cost $638,648,447) (Note 2)	$	692,847,720
Receivable for securities sold		3,825,089
Interest receivable		2,158,869
Receivable for fund shares sold		677,809
Foreign tax reclaims receivable		438,557
Dividends receivable		72,533
Prepaid and other expenses		11,652
TOTAL ASSETS		700,032,229
LIABILITIES:
Due to custodian		887
Accrued management fees (Note 3)		498,058
Accrued distribution and service (Rule 12b-1) fees (Class R) (Class R2) (Note 3)		117,223
Accrued shareholder services fees (Class S) (Note 3)		85,910
Accrued fund accounting and administration fees (Note 3)		72,970
Accrued Chief Compliance Officer service fees (Note 3)		306
Options written, at value (premiums received $174,530) (Note 2)		118,118
Payable for fund shares repurchased		3,483,234
Payable for securities purchased		2,630,463
Other payables and accrued expenses		164,049
TOTAL LIABILITIES		7,171,218
TOTAL NET ASSETS	$	692,861,011
NET ASSETS CONSIST OF:
Capital stock	$	493,192
Additional paid-in-capital		588,457,301
Undistributed net investment income		1,944,989
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		47,732,746
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		54,232,783
TOTAL NET ASSETS	$	692,861,011

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

73

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

October 31, 2017

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($400,116,682/ 21,962,465 shares)	$	18.22
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($147,256,626/ 14,283,641 shares)	$	10.31
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($15,357,733/ 1,299,399 shares)	$	11.82
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R2 ($130,129,970/ 11,773,710 shares)	$	11.05

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

74

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

For the Year Ended October 31, 2017

INVESTMENT INCOME:
Interest	$	11,309,865
Dividends (net of foreign taxes withheld, $267,836)		7,379,109
Total Investment Income		18,688,974
EXPENSES:
Management fees (Note 3)		7,102,620
Distribution and service (Rule 12b-1) fees (Class R2) (Note 3)		1,362,149
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		100,891
Shareholder services fees (Class S) (Note 3)		1,083,649
Fund accounting and administration fees (Note 3)		194,639
Transfer agent fees (Note 3)		205,526
Directors’ fees (Note 3)		63,804
Chief Compliance Officer service fees (Note 3)		4,030
Custodian fees		89,284
Miscellaneous		218,236
Total Expenses		10,424,828
NET INVESTMENT INCOME		8,264,146
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments in securities		69,604,440
In-kind redemptions (Note 2)		17,004,207
Options written		2,177,143
Foreign currency and translation of other assets and liabilities		(22,984	)
		88,762,806
Net change in unrealized appreciation (depreciation) on-
Investments in securities (net of decrease in accrued foreign capital gains tax of $174)		3,674,789
Options written		2,127
Foreign currency and translation of other assets and liabilities		31,651
		3,708,567
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		92,471,373
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	100,735,519

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

75

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

	FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	8,264,146		$	10,779,505
Net realized gain (loss) on investments and foreign currency		71,758,599			10,022,758
Net realized gain (loss) from in-kind redemptions		17,004,207			—
Net change in unrealized appreciation (depreciation) on investments and foreign currency		3,708,567			12,068,214
Net increase from operations		100,735,519			32,870,477
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(2,292,566	)		(3,603,129	)
From net investment income (Class I)		(5,110,490	)		(7,296,287	)
From net investment income (Class R)		(145,224	)		(236,226	)
From net investment income (Class R2)		(329,287	)		(518,657	)
From net realized gain on investments (Class S)		(4,529,115	)		(9,325,002	)
From net realized gain on investments (Class I)		(6,215,832	)		(12,363,383	)
From net realized gain on investments (Class R)		(338,171	)		(789,144	)
From net realized gain on investments (Class R2)		(2,211,856	)		(3,605,757	)
Total distributions to shareholders		(21,172,541	)		(37,737,585	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net decrease from capital share transactions (Note 5)		(443,218,271	)		(409,275,083	)
Net decrease in net assets		(363,655,293	)		(414,142,191	)
NET ASSETS:
Beginning of year		1,056,516,304			1,470,658,495
End of year (including undistributed net investment income of $ 1,944,989 and $ 3,183,057, respectively)	$	692,861,011		$	1,056,516,304

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

76

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	16.62		$	16.42		$	18.28		$	18.10		$	16.01
Income (loss) from investment operations:
Net investment income1		0.15			0.14			0.16			0.19			0.17
Net realized and unrealized gain (loss) on investments		1.70			0.37			(0.56	)		1.02			2.56
Total from investment operations		1.85			0.51			(0.40	)		1.21			2.73
Less distributions to shareholders:
From net investment income		(0.09	)		(0.09	)		(0.11	)		(0.13	)		(0.14	)
From net realized gain on investments		(0.16	)		(0.22	)		(1.35	)		(0.90	)		(0.50	)
Total distributions to shareholders		(0.25	)		(0.31	)		(1.46	)		(1.03	)		(0.64	)
Net asset value - End of year	$	18.22		$	16.62		$	16.42		$	18.28		$	18.10
Net assets - End of year (000’s omitted)	$	400,117		$	498,344		$	718,811		$	872,014		$	820,370
Total return2		11.26	%		3.23	%		(2.16	%)		7.08	%		17.56	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.08	%		1.07	%		1.07	%		1.06	%		1.06	%
Net investment income		0.89	%		0.86	%		0.96	%		1.04	%		1.03	%
Series portfolio turnover		79	%		63	%		66	%		65	%		64	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

77

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	9.53		$	9.57		$	11.30		$	11.60		$	10.50
Income (loss) from investment operations:
Net investment income1		0.11			0.10			0.12			0.15			0.14
Net realized and unrealized gain (loss) on investments		0.96			0.21			(0.34	)		0.62			1.64
Total from investment operations		1.07			0.31			(0.22	)		0.77			1.78
Less distributions to shareholders:
From net investment income		(0.13	)		(0.13	)		(0.16	)		(0.17	)		(0.18	)
From net realized gain on investments		(0.16	)		(0.22	)		(1.35	)		(0.90	)		(0.50	)
Total distributions to shareholders		(0.29	)		(0.35	)		(1.51	)		(1.07	)		(0.68	)
Net asset value - End of year	$	10.31		$	9.53		$	9.57		$	11.30		$	11.60
Net assets - End of year (000’s omitted)	$	147,257		$	386,926		$	545,570		$	659,331		$	547,522
Total return2		11.56	%		3.52	%		(1.91	%)		7.32	%		17.80	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.83	%		0.82	%		0.82	%		0.81	%		0.81	%
Net investment income		1.15	%		1.12	%		1.22	%		1.29	%		1.27	%
Series portfolio turnover		79	%		63	%		66	%		65	%		64	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

78

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.88		$	10.87		$	12.62		$	12.83		$	11.54
Income (loss) from investment operations:
Net investment income1		0.07			0.06			0.08			0.10			0.09
Net realized and unrealized gain (loss) on investments		1.10			0.24			(0.38	)		0.70			1.82
Total from investment operations		1.17			0.30			(0.30	)		0.80			1.91
Less distributions to shareholders:
From net investment income		(0.07	)		(0.07	)		(0.10	)		(0.11	)		(0.12	)
From net realized gain on investments		(0.16	)		(0.22	)		(1.35	)		(0.90	)		(0.50	)
Total distributions to shareholders		(0.23	)		(0.29	)		(1.45	)		(1.01	)		(0.62	)
Net asset value - End of year	$	11.82		$	10.88		$	10.87		$	12.62		$	12.83
Net assets - End of year (000’s omitted)	$	15,358		$	24,692		$	40,379		$	65,563		$	58,700
Total return2		10.97	%		2.93	%		(2.39	%)		6.81	%		17.28	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.33	%		1.32	%		1.32	%		1.31	%		1.31	%
Net investment income		0.65	%		0.61	%		0.71	%		0.79	%		0.77	%
Series portfolio turnover		79	%		63	%		66	%		65	%		64	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

79

Financial Highlights - Pro-Blend^® Extended Term Series - Class R2*

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.19		$	10.21		$	11.95		$	12.21		$	11.02
Income (loss) from investment operations:
Net investment income1		0.01			0.01			0.02			0.03			0.03
Net realized and unrealized gain (loss) on investments		1.03			0.22			(0.36	)		0.67			1.73
Total from investment operations		1.04			0.23			(0.34	)		0.70			1.76
Less distributions to shareholders:
From net investment income		(0.02	)		(0.03	)		(0.05	)		(0.06	)		(0.07	)
From net realized gain on investments		(0.16	)		(0.22	)		(1.35	)		(0.90	)		(0.50	)
Total distributions to shareholders		(0.18	)		(0.25	)		(1.40	)		(0.96	)		(0.57	)
Net asset value - End of year	$	11.05		$	10.19		$	10.21		$	11.95		$	12.21
Net assets - End of year (000’s omitted)	$	130,130		$	146,554		$	165,898		$	164,191		$	124,854
Total return2		10.42	%		2.43	%		(2.91	%)		6.28	%		16.65	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.83	%		1.82	%		1.82	%		1.81	%		1.81	%
Net investment income		0.14	%		0.11	%		0.21	%		0.29	%		0.27	%
Series portfolio turnover		79	%		63	%		66	%		65	%		64	%

*Effective March 1, 2017, Class C shares of the Series have been redesignated as Class R2 shares.

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

80

Performance Update as of October 31, 2017 - Pro-Blend^®Maximum Term Series

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS  AS OF OCTOBER 31, 2017
	ONE YEAR1			FIVE YEAR			TEN YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Pro-Blend®Maximum Term Series - Class S3		18.60	%		10.53	%		5.09	%		9.03	%
Manning & Napier Fund, Inc. - Pro-Blend®Maximum Term Series - Class I3,4		18.85	%		10.79	%		5.33	%		9.14	%
Manning & Napier Fund, Inc. - Pro-Blend®Maximum Term Series - Class R3,5		18.21	%		10.25	%		4.84	%		8.81	%
Manning & Napier Fund, Inc. - Pro-Blend®Maximum Term Series - Class R23,5		17.78	%		9.71	%		4.31	%		8.27	%
Russell 3000®Index6		23.98	%		15.12	%		7.61	%		9.10	%
65/20/15 Blended Index7		20.25	%		11.60	%		5.97	%		8.05	%

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, 2017 to the Russell 3000^®Index and the 65/20/15 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, 2017, this net expense ratio was 1.10% for Class S, 0.85% for Class I, 1.35% for Class R and 1.85% for Class R2. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.10% for Class S, 0.85% for Class I, 1.35% for Class R and 1.85% for Class R2 for the year ended October 31, 2017.

⁴For the periods through the inception of Class I on March 28, 2008, performance is based on the hypothetical performance of Class S shares. Because Class I shares invest in the same portfolio of securities as Class S, performance will only be different to the extent that the Class S shares have a higher expense ratio.

⁵For periods through the inception of Class R2 on January 4, 2010 and Class R on June 30, 2010, the performance figures are hypothetical and reflect the performance of Class S shares adjusted for expense differences.

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 do not reflect any fees or expenses. Index returns provided by Bloomberg.

81

Performance Update as of October 31, 2017 - Pro-Blend^® Maximum Term Series

(unaudited)

⁷The 65/20/15 Blended Index is 65% Russell 3000^® Index (Russell 3000), 20% MSCI ACWI ex USA Index (ACWIxUS), and 15% Bloomberg Barclays U.S. Aggregate Bond Index (BAB). Russell 3000 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. Index returns provided by Bloomberg. ACWIxUS is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index is denominated in U.S. dollars. The Index returns assume daily investment of gross dividends (which do not account for applicable dividend taxation) prior to 12/31/1998, as net returns were not available. Subsequent to 12/31/1998, the Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg. BAB is an unmanaged, market value-weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities with maturities of one year or more. Index returns provided by Interactive Data. The returns of the indices do not reflect any fees or expenses. Returns provided are calculated monthly using a blended allocation. Because the fund’s asset allocation will vary over time, the composition of the fund’s portfolio may not match the composition of the comparative Indices.

82

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

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING ACCOUNT VALUE                   5/1/17	ENDING ACCOUNT VALUE                   10/31/17	EXPENSES PAID DURING PERIOD                   5/1/17-10/31/17*	ANNUALIZED EXPENSE RATIO
Class S
Actual	$1,000.00	$1,082.20	$5.72	1.09%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.71	$5.55	1.09%
Class I
Actual	$1,000.00	$1,084.30	$4.41	0.84%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.97	$4.28	0.84%
Class R
Actual	$1,000.00	$1,080.50	$7.03	1.34%
Hypothetical (5% return before expenses)	$1,000.00	$1,018.45	$6.82	1.34%
Class R2
Actual	$1,000.00	$1,078.50	$9.64	1.84%
Hypothetical (5% return before expenses)	$1,000.00	$1,015.93	$9.35	1.84%

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

83

Portfolio Composition - Pro-Blend^® Maximum Term Series

As of October 31, 2017 (unaudited)

Sector Allocation4
Information Technology	20.7%
Health Care	19.5%
Consumer Staples	10.6%
Consumer Discretionary	9.6%
Industrials	8.5%
Materials	7.1%
Financials	6.1%
Real Estate	4.7%
Energy	3.1%
Telecommunication Services	1.7%
Utilities	0.2%
4Including common stocks and corporate bonds, as a percentage of total investments.

Top Ten Stock Holdings5
ServiceNow, Inc.	2.6%
Facebook, Inc. - Class A	2.6%
Medtronic plc	2.1%
FedEx Corp.	1.9%
The Priceline Group, Inc.	1.9%
DaVita, Inc.	1.7%
Skyworks Solutions, Inc.	1.5%
Perrigo Co. plc	1.5%
Fresenius Medical Care AG & Co. KGaA
(Germany)	1.5%
Diageo plc (United Kingdom)	1.5%
5As a percentage of total investments.

84

Investment Portfolio - October 31, 2017

PRO-BLEND®MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 87.6%
Consumer Discretionary - 9.0%
Diversified Consumer Services - 0.0%##
Fu Shou Yuan International Group Ltd. (China)1		144,000	$	101,229
Hotels, Restaurants & Leisure - 0.1%
Accor S.A. (France)1		6,075		303,069
Jollibee Foods Corp. (Philippines)1		31,485		152,037
				455,106
Household Durables - 0.0%##
Kaufman & Broad S.A. (France)1		2,120		93,680
Internet & Direct Marketing Retail - 3.2%
Amazon.com, Inc.*		5,910		6,532,205
Ctrip.com International Ltd. - ADR (China)*		2,825		135,289
The Priceline Group, Inc.*		4,785		9,148,729
				15,816,223
Leisure Products - 0.0%##
Trigano S.A. (France)1		660		106,506
Media - 0.4%
Shaw Communications, Inc. - Class B (Canada)		78,590		1,794,637
Multiline Retail - 0.0%##
Lojas Renner S.A. (Brazil)		9,225		97,007
Specialty Retail - 3.4%
AutoZone, Inc.*		11,370		6,702,615
Dick’s Sporting Goods, Inc.		128,055		3,133,506
Industria de Diseno Textil S.A. (Spain)1		2,710		101,294
O’Reilly Automotive, Inc.*		31,379		6,619,400
				16,556,815
Textiles, Apparel & Luxury Goods - 1.9%
ANTA Sports Products Ltd. (China)1		34,000		152,077
lululemon athletica, Inc.*		79,636		4,898,410
NIKE, Inc. - Class B		78,215		4,301,043
				9,351,530
Total Consumer Discretionary				44,372,733
Consumer Staples - 10.3%
Beverages - 5.3%
Ambev S.A. - ADR (Brazil)		1,046,521		6,624,478
Anheuser-Busch InBev S.A./N.V. (Belgium)1		58,967		7,230,604
The Coca-Cola Co.		109,177		5,019,958
Diageo plc (United Kingdom)1		213,485		7,290,235
Treasury Wine Estates Ltd. (Australia)1		16,839		202,135
				26,367,410
Food & Staples Retailing - 0.6%
Puregold Price Club, Inc. (Philippines)1		155,070		153,193
Raia Drogasil S.A. (Brazil)		6,170		148,474
Robinsons Retail Holdings, Inc. (Philippines)1		83,750		157,361
Sprouts Farmers Market, Inc.*		144,822		2,677,759
				3,136,787
Food Products - 2.3%
Campbell Soup Co.		124,461		5,895,718
Danone S.A. (France)1		2,511		205,227
Kerry Group plc - Class A (Ireland)1		1,995		200,922
M Dias Branco S.A. (Brazil)		6,600		97,609
Nestle S.A. (Switzerland)1		56,202		4,728,754
				11,128,230
Personal Products - 2.0%
Beiersdorf AG (Germany)1		44,406		4,995,252
Unilever plc - ADR (United Kingdom)		90,634		5,134,416
				10,129,668
Tobacco - 0.1%
Japan Tobacco, Inc. (Japan)1		7,800		258,181
Total Consumer Staples				51,020,276
Energy - 2.4%
Energy Equipment & Services - 2.3%
Diamond Offshore Drilling, Inc.*		112,875		1,888,399
Oceaneering International, Inc.		68,815		1,391,439
Schlumberger Ltd.		99,483		6,366,912
Transocean Ltd.*		164,387		1,726,063
				11,372,813
Oil, Gas & Consumable Fuels - 0.1%
Cameco Corp. (Canada)		9,085		73,952
Galp Energia SGPS S.A. (Portugal)1		8,385		155,895
Royal Dutch Shell plc - Class B - ADR (Netherlands)		2,400		156,864
YPF S.A. - ADR (Argentina)		4,955		121,695
				508,406
Total Energy				11,881,219
Financials - 5.0%
Banks - 1.5%
Banco Macro S.A. - ADR (Argentina)		1,050		132,216
Bankia S.A. (Spain)1		493,323		2,354,258
Banque Cantonale Vaudoise (Switzerland)1		135		97,091
BNP Paribas S.A. (France)1		2,530		197,465
BPER Banca (Italy)1		17,655		85,941
CaixaBank S.A. (Spain)1		673,805		3,152,326
Credit Agricole S.A. (France)1		8,210		143,291

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

85

Investment Portfolio - October 31, 2017

PRO-BLEND®MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Banks (continued)
Danske Bank A/S (Denmark)1		3,845	$	146,738
Erste Group Bank AG (Austria)1		2,275		97,654
Eurobank Ergasias S.A. (Greece)*1		105,190		85,922
FinecoBank Banca Fineco S.p.A. (Italy)1		16,300		152,454
Grupo Financiero Galicia S.A. - ADR (Argentina)		2,180		119,682
Grupo Supervielle S.A. - ADR (Argentina)		3,895		104,425
Itau Unibanco Holding S.A. (Brazil)		7,700		99,354
Jyske Bank A/S (Denmark)1		1,730		97,759
KBC Group N.V. (Belgium)1		1,780		147,863
Skandinaviska Enskilda Banken A.B. - Class A (Sweden)1		7,700		94,892
Svenska Handelsbanken A.B. - Class A (Sweden)1		6,700		96,027
Swedbank A.B. - Class A (Sweden)1		3,645		90,461
Sydbank A/S (Denmark)1		2,505		97,791
				7,593,610
Capital Markets - 3.5%
Amundi S.A. (France)1,2		1,845		156,366
Banca Generali S.p.A. (Italy)1		4,410		145,094
BlackRock, Inc.		9,385		4,418,739
The Charles Schwab Corp.		148,955		6,679,142
E*TRADE Financial Corp.*		115,645		5,040,965
EFG International AG (Switzerland)1		16,135		147,653
Euronext N.V. (Netherlands)1,2		3,160		187,675
Julius Baer Group Ltd. (Switzerland)1		1,705		100,847
Natixis S.A. (France)1		25,375		198,994
				17,075,475
Thrifts & Mortgage Finance - 0.0%##
Aareal Bank AG (Germany)1		2,395		99,578
Total Financials				24,768,663
Health Care - 19.3%
Biotechnology - 5.6%
Biogen, Inc.*		13,738		4,281,585
BioMarin Pharmaceutical, Inc.*		71,748		5,889,793
Incyte Corp.*		39,060		4,423,545
Regeneron Pharmaceuticals, Inc.*		12,562		5,057,712
Seattle Genetics, Inc.*		67,620		4,145,782
Vertex Pharmaceuticals, Inc.*		27,837		4,070,604
				27,869,021
Health Care Equipment & Supplies - 2.8%
Intuitive Surgical, Inc.*		8,990		3,374,486
Medtronic plc		126,021		10,147,211
Osstem Implant Co. Ltd. (South Korea)*1		2,355		151,321
				13,673,018
Health Care Providers & Services - 3.7%
DaVita, Inc.*		135,213		8,212,838
Express Scripts Holding Co.*		37,895		2,322,585
Fleury S.A. (Brazil)		15,680		137,661
Fresenius Medical Care AG & Co. KGaA (Germany)1		75,480		7,308,121
Orpea (France)1		1,585		189,897
				18,171,102
Health Care Technology - 0.4%
Cerner Corp.*		32,745		2,210,942
Life Sciences Tools & Services - 1.7%
QIAGEN N.V.		164,724		5,577,555
QIAGEN N.V.1		4,683		158,879
Tecan Group AG (Switzerland)1		490		103,639
Thermo Fisher Scientific, Inc.		13,633		2,642,484
				8,482,557
Pharmaceuticals - 5.1%
Bristol-Myers Squibb Co.		67,868		4,184,741
Hypermarcas S.A. (Brazil)		14,100		147,883
Johnson & Johnson		43,405		6,051,091
Kalbe Farma Tbk PT (Indonesia)1		1,148,775		135,524
Novartis AG - ADR (Switzerland)		85,836		7,088,337
Perrigo Co. plc		90,630		7,340,124
				24,947,700
Total Health Care				95,354,340
Industrials - 8.3%
Aerospace & Defense - 1.5%
Arconic, Inc.		269,266		6,763,962
LIG Nex1 Co. Ltd. (South Korea)1		2,195		140,867
Thales S.A. (France)1		2,255		235,001
Ultra Electronics Holdings plc (United Kingdom)1		4,195		101,580
				7,241,410
Air Freight & Logistics - 2.5%
C.H. Robinson Worldwide, Inc.		42,265		3,319,071
FedEx Corp.		41,040		9,267,243
				12,586,314
Airlines - 0.1%
Azul S.A. - ADR (Brazil)*		3,705		93,699

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

86

Investment Portfolio - October 31, 2017

PRO-BLEND®MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials (continued)
Airlines (continued)
Ryanair Holdings plc - ADR (Ireland)*		2,555	$	286,441
				380,140
Building Products - 0.0%##
Cie de Saint-Gobain (France)1		3,365		197,300
Geberit AG (Switzerland)1		210		95,078
				292,378
Commercial Services & Supplies - 0.1%
China Everbright International Ltd. (China)1		103,000		145,318
Elis S.A. (France)1		5,815		151,610
SPIE S.A. (France)1		7,075		186,153
				483,081
Construction & Engineering - 1.1%
Eiffage S.A. (France)1		2,355		245,993
Vinci S.A. (France)1		52,456		5,139,515
				5,385,508
Electrical Equipment - 0.0%##
Legrand S.A. (France)1		2,090		155,100
Industrial Conglomerates - 0.1%
Siemens AG (Germany)1		2,820		405,044
Machinery - 0.2%
FANUC Corp. (Japan)1		691		161,572
Jungheinrich AG (Germany)1		3,185		145,051
KION Group AG (Germany)1		2,485		199,117
Metso OYJ (Finland)1		2,815		102,236
The Weir Group plc (United Kingdom)1		10,570		274,023
				881,999
Professional Services - 1.8%
Applus Services S.A. (Spain)1		20,430		285,687
Equifax, Inc.		31,714		3,441,921
Intertek Group plc (United Kingdom)1		2,900		208,918
Nielsen Holdings plc		116,925		4,334,410
Randstad Holding N.V. (Netherlands)1		2,440		150,114
RELX plc (United Kingdom)1		4,455		102,513
SGS S.A. (Switzerland)1		85		209,911
				8,733,474
Road & Rail - 0.7%
Genesee & Wyoming, Inc. - Class A*		46,225		3,318,030
Trading Companies & Distributors - 0.1%
Ashtead Group plc (United Kingdom)1		5,905		152,109
Brenntag AG (Germany)1		4,592		260,531
Howden Joinery Group plc (United Kingdom)1		14,890		81,090
				493,730
Transportation Infrastructure - 0.1%
Aena SME S.A. (Spain)1,2		2,940		539,413
Grupo Aeroportuario del Centro Norte S.A.B. de C.V. (Mexico)		8,000		40,414
Grupo Aeroportuario del Pacifico S.A.B. de C.V. - ADR (Mexico)		425		40,341
				620,168
Total Industrials				40,976,376
Information Technology - 20.4%
Electronic Equipment, Instruments & Components - 0.2%
Halma plc (United Kingdom)1		9,745		152,907
Hexagon A.B. - Class B (Sweden)1		1,970		101,012
Hitachi Ltd. (Japan)1		33,000		262,791
Hollysys Automation Technologies Ltd. (China)		4,335		97,321
Keyence Corp. (Japan)1		792		439,738
				1,053,769
Internet Software & Services - 5.5%
Alibaba Group Holding Ltd. - ADR (China)*		2,395		442,812
Alphabet, Inc. - Class A*		4,186		4,324,305
Alphabet, Inc. - Class C*		4,284		4,355,286
China Literature Ltd. - Rights (Expires 11/03/2017) (Hong Kong)*3		94		—
Facebook, Inc. - Class A*		70,699		12,730,062
NetEase, Inc. - ADR (China)		305		85,986
Tencent Holdings Ltd. - Class H (China)1		116,254		5,225,048
				27,163,499
IT Services - 4.0%
Altran Technologies S.A. (France)1		10,730		198,449
Amdocs Ltd.		75,650		4,924,815
InterXion Holding N.V. - ADR (Netherlands)*		1,650		88,094
MasterCard, Inc. - Class A		47,733		7,101,238
Sopra Steria Group (France)1		1,055		197,917
Visa, Inc. - Class A		64,908		7,138,582
				19,649,095
Semiconductors & Semiconductor Equipment - 3.3%
Qorvo, Inc.*		70,454		5,341,118
Skyworks Solutions, Inc.		65,813		7,493,468
Texas Instruments, Inc.		34,510		3,336,772
				16,171,358

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

87

Investment Portfolio - October 31, 2017

PRO-BLEND®MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software - 7.4%
Adobe Systems, Inc.*		39,394	$	6,900,253
Atlassian Corp. plc - Class A (Australia)*		70,995		3,434,028
CDK Global, Inc.		50,240		3,193,254
Dassault Systemes S.E. (France)1		1,915		203,289
Electronic Arts, Inc.*		43,312		5,180,115
Microsoft Corp.		56,170		4,672,221
ServiceNow, Inc.*		102,665		12,973,776
Sophos Group plc (United Kingdom)1,2		12,595		103,859
Temenos Group AG (Switzerland)1		1,330		153,577
				36,814,372
Total Information Technology				100,852,093
Materials - 6.8%
Chemicals - 3.2%
Akzo Nobel N.V. (Netherlands)1		75,735		6,837,423
Ashland Global Holdings, Inc.		52,568		3,573,572
CF Industries Holdings, Inc.		125,065		4,749,969
Croda International plc (United Kingdom)1		2,890		160,610
Mexichem, S.A.B. de C.V. (Mexico)		30,700		79,073
Solvay S.A. (Belgium)1		1,470		218,381
				15,619,028
Construction Materials - 0.0%##
Wienerberger AG (Austria)1		5,905		151,507
Containers & Packaging - 1.4%
Ball Corp.		82,177		3,527,858
Sealed Air Corp.		76,238		3,372,007
				6,899,865
Metals & Mining - 2.2%
Antofagasta plc (Chile)1		104,018		1,318,279
First Quantum Minerals Ltd. (Zambia)		118,024		1,320,120
Freeport-McMoRan, Inc.*		279,319		3,904,880
Grupo Mexico, S.A.B. de C.V. - Series B(Mexico)		58,710		190,936
Lundin Mining corp. (Canada)		170,720		1,302,135
Southern Copper Corp. (Peru)		59,510		2,555,954
				10,592,304
Total Materials				33,262,704
Real Estate - 4.6%
Equity Real Estate Investment Trusts (REITS) - 4.5%
Acadia Realty Trust		1,170		32,935
Agree Realty Corp.		695		32,867
Alexandria Real Estate Equities, Inc.		1,045		129,538
American Campus Communities, Inc.		1,205		50,104
American Homes 4 Rent - Class A		4,410		93,845
American Tower Corp.		39,377		5,657,294
Apartment Investment & Management Co. - Class A		2,450		107,751
AvalonBay Communities, Inc.		750		135,997
Axiare Patrimonio SOCIMI S.A. (Spain)1		2,000		37,508
Bluerock Residential Growth REIT, Inc.		3,005		33,926
Boston Properties, Inc.		540		65,437
Brandywine Realty Trust		3,860		67,511
Brixmor Property Group, Inc.		1,715		29,961
Camden Property Trust		620		56,569
CatchMark Timber Trust, Inc. - Class A		7,440		95,232
Cedar Realty Trust, Inc.		8,615		46,866
Chesapeake Lodging Trust		2,085		58,171
Colony NorthStar, Inc. - Class A		7,037		86,414
Columbia Property Trust, Inc.		1,835		40,517
Community Healthcare Trust, Inc.		5,695		156,214
CoreCivic, Inc.		4,195		103,449
Cousins Properties, Inc.		8,995		81,135
Crown Castle International Corp.		670		71,744
CubeSmart		4,005		109,016
DDR Corp.		2,960		22,703
Digital Realty Trust, Inc.		1,045		123,770
Douglas Emmett, Inc.		1,780		70,826
Education Realty Trust, Inc.		736		25,686
EPR Properties		385		26,634
Equinix, Inc.		595		275,782
Equity Commonwealth*		1,730		51,986
Equity LifeStyle Properties, Inc.		590		52,203
Equity Residential		1,480		99,545
Essex Property Trust, Inc.		135		35,428
Extra Space Storage, Inc.		1,010		82,406
Forest City Realty Trust, Inc. - Class A		2,240		55,171
Getty Realty Corp.		1,460		41,479
GGP, Inc.		2,425		47,190
Global Medical REIT, Inc.		6,645		56,217
HCP, Inc.		2,040		52,714
Healthcare Trust of America, Inc. - Class A		2,055		61,753
Hibernia REIT plc (Ireland)1		26,485		45,505
Host Hotels & Resorts, Inc.		2,585		50,563
Independence Realty Trust, Inc.		4,875		49,481
Invitation Homes, Inc.		1,935		43,673
Lamar Advertising Co. - Class A		675		47,547
LaSalle Hotel Properties		1,230		34,698
Life Storage, Inc.		665		53,745
The Macerich Co.		445		24,297

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

88

Investment Portfolio - October 31, 2017

PRO-BLEND®MAXIMUM TERM SERIES	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Real Estate (continued)
Equity Real Estate Investment Trusts (REITS) (continued)
Mid-America Apartment Communities, Inc.		1,080	$	110,538
National Retail Properties, Inc.		1,345		54,042
Outfront Media, Inc.		2,345		54,990
Physicians Realty Trust		5,460		94,895
Prologis, Inc.		2,630		169,846
Public Storage		425		88,081
Regency Centers Corp.		889		54,718
Retail Opportunity Investments Corp.		1,825		32,814
Rexford Industrial Realty, Inc.		2,875		85,359
SBA Communications Corp.*		38,569		6,062,276
Simon Property Group, Inc.		1,360		211,249
STAG Industrial, Inc.		2,915		79,580
Starwood Waypoint Homes		1,200		43,572
STORE Capital Corp.		2,130		52,590
Sun Communities, Inc.		565		50,997
Sunstone Hotel Investors, Inc.		3,260		53,203
Terreno Realty Corp.		2,365		86,843
UDR, Inc.		1,890		73,313
Unibail-RodamCo S.E. (France)1		540		135,166
Urban Edge Properties		3,460		81,172
Ventas, Inc.		1,700		106,675
VEREIT, Inc.		6,370		50,259
Vornado Realty Trust		1,755		131,379
Welltower, Inc.		1,440		96,422
Weyerhaeuser Co.		145,972		5,241,855
				22,212,837
Real Estate Management & Development - 0.1%
Aliansce Shopping Centers S.A. (Brazil)*		18,565		99,201
Iguatemi Empresa de Shopping Centers S.A. (Brazil)		8,425		98,999
Nexity S.A. (France)1		2,505		153,963
				352,163
Total Real Estate				22,565,000
Telecommunication Services - 1.4%
Diversified Telecommunication Services - 1.4%
Iliad S.A. (France)1		765		190,958
Zayo Group Holdings, Inc.*		186,185		6,713,832
Total Telecommunication Services				6,904,790
Utilities - 0.1%
Electric Utilities - 0.0%##
Pampa Energia S.A. - ADR (Argentina)*		2,940		199,420
Independent Power and Renewable Electricity Producers - 0.1%
China Longyuan Power Group Corp. Ltd. - Class H (China)1		186,000		137,936
Huaneng Renewables Corp. Ltd. - Class H (China)1		424,000		145,816
				283,752
Total Utilities				483,172
TOTAL COMMON STOCKS (Identified Cost $371,794,284)				432,441,366
CORPORATE BONDS - 3.9%
Non-Convertible Corporate Bonds - 3.9%
Consumer Discretionary - 0.5%
Auto Components - 0.1%
Magna International, Inc. (Canada), 4.15%, 10/1/2025		285,000		304,943
Household Durables - 0.2%
Century Communities, Inc.2, 5.875%, 7/15/2025		94,000		94,939
Meritage Homes Corp., 5.125%, 6/6/2027		70,000		70,787
NVR, Inc., 3.95%, 9/15/2022		292,000		306,732
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 4.375%, 6/15/2019		102,000		104,678
TRI Pointe Group, Inc. - TRI Pointe Homes, Inc., 5.875%, 6/15/2024		54,000		58,455
Weekley Homes LLC - Weekley Finance Corp., 6.00%, 2/1/2023		86,000		84,280
Weekley Homes LLC - Weekley Finance Corp.2, 6.625%, 8/15/2025		89,000		86,552
				806,423
Internet & Direct Marketing Retail - 0.1%
Amazon.com, Inc.2, 3.15%, 8/22/2027		210,000		211,257
The Priceline Group, Inc., 3.60%, 6/1/2026		389,000		397,599
				608,856
Media - 0.1%
Charter Communications Operating LLC - Charter Communications
Operating Capital Corp., 4.464%, 7/23/2022		25,000		26,402
Comcast Corp., 4.40%, 8/15/2035		195,000		211,164
CSC Holdings, LLC, 5.25%, 6/1/2024		117,000		116,488
Discovery Communications LLC, 3.95%, 3/20/2028		330,000		327,299
DISH DBS Corp., 5.875%, 7/15/2022		25,000		25,141
				706,494

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

89

Investment Portfolio - October 31, 2017

PRO-BLEND®MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Consumer Discretionary (continued)
Multiline Retail - 0.0%##
Dollar General Corp., 3.25%, 4/15/2023		233,000	$	239,087
Total Consumer Discretionary				2,665,803
Consumer Staples - 0.2%
Beverages - 0.1%
Anheuser-Busch InBev Worldwide, Inc. (Belgium), 8.20%, 1/15/2039		280,000		442,459
PepsiCo, Inc., 3.10%, 7/17/2022		210,000		217,104
				659,563
Food & Staples Retailing - 0.1%
C&S Group Enterprises LLC2, 5.375%, 7/15/2022		132,000		128,040
CVS Health Corp., 3.50%, 7/20/2022		311,000		320,576
				448,616
Total Consumer Staples				1,108,179
Energy - 0.7%
Energy Equipment & Services - 0.1%
McDermott International, Inc.2, 8.00%, 5/1/2021		136,000		140,420
Trinidad Drilling Ltd. (Canada)2, 6.625%, 2/15/2025		97,000		94,332
				234,752
Oil, Gas & Consumable Fuels - 0.6%
BP Capital Markets plc (United Kingdom), 3.535%, 11/4/2024		389,000		404,415
Cheniere Corpus Christi Holdings, LLC, 7.00%, 6/30/2024		170,000		194,012
Cheniere Energy Partners LP2, 5.25%, 10/1/2025		86,000		88,580
Columbia Pipeline Group, Inc., 4.50%, 6/1/2025		217,000		232,571
Dynagas LNG Partners LP - Dynagas Finance, Inc. (Monaco), 6.25%, 10/30/2019		102,000		102,000
Enbridge, Inc. (Canada), 3.70%, 7/15/2027		197,000		199,574
Enviva Partners LP - Enviva Partners Finance Corp., 8.50%, 11/1/2021		86,000		92,235
GasLog Ltd. (Monaco), 8.875%, 3/22/2022		94,000		99,170
Global Ship Lease, Inc. (United Kingdom)2, 9.875%, 11/15/2022		120,000		122,400
Hilcorp Energy I LP - Hilcorp Finance Co.2, 5.75%, 10/1/2025		136,000		139,230
Jonah Energy LLC - Jonah Energy Finance Corp.2 , 7.25%, 10/15/2025		86,000		86,000
Kinder Morgan Energy Partners LP, 4.30%, 5/1/2024		389,000		408,145
PBF Holding Co. LLC - PBF Finance Corp.2, 7.25%, 6/15/2025		74,000		76,497
Petroleos Mexicanos (Mexico), 6.875%, 8/4/2026		175,000		196,612
Rockies Express Pipeline, LLC2, 5.625%, 4/15/2020		121,000		128,260
Sabine Pass Liquefaction LLC, 5.875%, 6/30/2026		190,000		214,952
SemGroup Corp.2, 6.375%, 3/15/2025		94,000		92,590
Seven Generations Energy Ltd. (Canada)2, 5.375%, 9/30/2025		62,000		62,620
Southwestern Energy Co., 6.70%, 1/23/2025		74,000		75,665
Tallgrass Energy Partners LP - Tallgrass Energy Finance Corp.2, 5.50%, 9/15/2024		124,000		128,185
				3,143,713
Total Energy				3,378,465
Financials - 1.1%
Banks - 0.5%
Banco Santander S.A. (Spain), 3.50%, 4/11/2022		400,000		409,866
Bank of America Corp., 4.00%, 1/22/2025		311,000		322,098
Barclays Bank plc (United Kingdom)2, 10.179%, 6/12/2021		120,000		148,187
Citigroup, Inc., 3.875%, 3/26/2025		389,000		399,154
Intesa Sanpaolo S.p.A. (Italy), 3.875%, 1/15/2019		290,000		295,671
JPMorgan Chase & Co.5, (3mo. LIBOR US + 0.935%), 2.776%, 4/25/2023		405,000		406,436
Lloyds Banking Group plc (United Kingdom), 4.582%, 12/10/2025		291,000		306,901
Popular, Inc., 7.00%, 7/1/2019		95,000		97,137
Royal Bank of Scotland Group plc (United Kingdom), 6.10%, 6/10/2023 .		27,000		30,066
				2,415,516
Capital Markets - 0.2%
The Goldman Sachs Group, Inc., 4.25%, 10/21/2025		233,000		243,093
Morgan Stanley6, (3mo. LIBOR US + 1.220%), 2.617%, 5/8/2024		311,000		316,218
Morgan Stanley, 5.00%, 11/24/2025		311,000		339,243
				898,554
Consumer Finance - 0.1%
Ally Financial, Inc., 3.50%, 1/27/2019		38,000		38,464
Navient Corp., 6.125%, 3/25/2024		62,000		63,628

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

90

Investment Portfolio - October 31, 2017

PRO-BLEND®MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 4		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Financials (continued)
Consumer Finance (continued)
SLM Corp., 5.125%, 4/5/2022		78,000	$	80,828
				182,920
Diversified Financial Services - 0.1%
AerCap Ireland Capital DAC - AerCap Global Aviation Trust (Netherlands), 4.50%, 5/15/2021		301,000		319,660
E*TRADE Financial Corp., 2.95%, 8/24/2022		220,000		220,105
LPL Holdings, Inc.2, 5.75%, 9/15/2025		66,000		68,640
				608,405
Insurance - 0.2%
American International Group, Inc., 4.125%, 2/15/2024		311,000		330,792
Assured Guaranty US Holdings, Inc., 5.00%, 7/1/2024		500,000		539,834
Prudential Financial, Inc.5, (3mo. LIBOR US + 4.175%), 5.875%, 9/15/2042		200,000		221,000
				1,091,626
Thrifts & Mortgage Finance - 0.0%##
Ladder Capital Finance Holdings LLLP - Ladder Capital Finance Corp.2, 5.875%, 8/1/2021		164,000		169,330
Total Financials				5,366,351
Health Care - 0.1%
Biotechnology - 0.1%
AMAG Pharmaceuticals, Inc.2, 7.875%, 9/1/2023		66,000		67,155
Express Scripts Holding Co., 3.50%, 6/15/2024		297,000		300,516
				367,671
Health Care Equipment & Supplies - 0.0%##
Hill-Rom Holdings, Inc.2, 5.00%, 2/15/2025		66,000		67,485
Health Care Providers & Services - 0.0%##
DaVita, Inc., 5.00%, 5/1/2025		94,000		92,590
Fresenius Medical Care US Finance II, Inc. (Germany)2, 6.50%, 9/15/2018		38,000		39,469
HCA Healthcare, Inc., 6.25%, 2/15/2021		27,000		29,059
HCA, Inc., 3.75%, 3/15/2019		27,000		27,405
Ortho-Clinical Diagnostics, Inc. - Ortho-Clinical Diagnostics S.A.2, 6.625%, 5/15/2022		35,000		35,044
Tenet Healthcare Corp., 6.75%, 2/1/2020		27,000		27,472
				251,039
Total Health Care				686,195
Industrials - 0.2%
Aerospace & Defense - 0.0%##
Arconic, Inc., 5.87%, 2/23/2022		85,000		92,862
Air Freight & Logistics - 0.0%##
Park Aerospace Holdings Ltd. (Ireland)2, 4.50%, 3/15/2023		51,000		51,064
Airlines - 0.1%
Allegiant Travel Co., 5.50%, 7/15/2019		62,000		64,015
American Airlines Group, Inc.2, 5.50%, 10/1/2019		66,000		68,640
				132,655
Building Products - 0.0%##
Airxcel, Inc.2, 8.50%, 2/15/2022		102,000		108,120
Construction & Engineering - 0.0%##
Tutor Perini Corp.2, 6.875%, 5/1/2025		97,000		104,639
Industrial Conglomerates - 0.1%
General Electric Co.6, (3 mo. LIBOR US + 0.380%), 1.771%, 5/5/2026		447,000		432,958
Machinery - 0.0%##
Xerium Technologies, Inc., 9.50%, 8/15/2021		74,000		76,013
Trading Companies & Distributors - 0.0%##
International Lease Finance Corp., 6.25%, 5/15/2019		70,000		74,229
Total Industrials				1,072,540
Information Technology - 0.2%
Internet Software & Services - 0.1%
Activision Blizzard, Inc., 3.40%, 6/15/2027		405,000		405,752
IT Services - 0.1%
Visa, Inc., 2.80%, 12/14/2022		311,000		316,851
Semiconductors & Semiconductor Equipment - 0.0%##
MagnaChip Semiconductor Corp. (South Korea), 6.625%, 7/15/2021		97,000		93,120
Total Information Technology				815,723
Materials - 0.4%
Chemicals - 0.1%
Kissner Holdings LP - Kissner Milling Co. Ltd. - BSC Holding, Inc. - Kissner USA (Canada)2, 8.375%, 12/1/2022		86,000		86,860
NOVA Chemicals Corp. (Canada)2, 4.875%, 6/1/2024		74,000		75,387

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

91

Investment Portfolio - October 31, 2017

PRO-BLEND®MAXIMUM TERM SERIES	PRINCIPAL AMOUNT 4 / SHARES		VALUE (NOTE 2)
CORPORATE BONDS (continued)
Non-Convertible Corporate Bonds (continued)
Materials (continued)
Chemicals (continued)
Solvay Finance America LLC (Belgium)2, 3.40%, 12/3/2020		210,000	$	215,944
				378,191
Metals & Mining - 0.3%
Anglo American Capital plc (United Kingdom)2, 4.00%, 9/11/2027		275,000		275,275
Corp Nacional del Cobre de Chile (Chile)2, 3.625%, 8/1/2027		275,000		276,620
Northwest Acquisitions ULC - Dominion Finco, Inc.2, 7.125%, 11/1/2022		190,000		196,175
Petra Diamonds US Treasury plc (South Africa)2, 7.25%, 5/1/2022		200,000		198,600
Southern Copper Corp. (Peru), 3.875%, 4/23/2025		217,000		225,213
Techniplas LLC2, 10.00%, 5/1/2020		97,000		77,600
				1,249,483
Paper & Forest Products - 0.0%##
Domtar Corp., 4.40%, 4/1/2022		170,000		178,799
Total Materials				1,806,473
Real Estate - 0.1%
Equity Real Estate Investment Trusts (REITS) - 0.1%
American Tower Corp., 3.30%, 2/15/2021		389,000		399,126
iStar, Inc., 5.25%, 9/15/2022		70,000		71,750
Total Real Estate				470,876
Telecommunication Services - 0.3%
Diversified Telecommunication Services - 0.3%
AT&T, Inc., 3.90%, 8/14/2027		389,000		387,444
CenturyLink, Inc., 7.50%, 4/1/2024		66,000		70,125
Frontier Communications Corp., 11.00%, 9/15/2025		106,000		89,967
Hughes Satellite Systems Corp., 5.25%, 8/1/2026		136,000		139,071
Inmarsat Finance plc (United Kingdom)2, 4.875%, 5/15/2022		153,000		156,091
Sprint Communications, Inc.2, 9.00%, 11/15/2018		27,000		28,654
Sprint Communications, Inc., 7.00%, 8/15/2020		27,000		29,084
Verizon Communications, Inc., 4.125%, 3/16/2027		371,000		387,151
Total Telecommunication Services				1,287,587
Utilities - 0.1%
Independent Power and Renewable Electricity Producers - 0.1%
American Water Capital Corp., 2.95%, 9/1/2027		440,000		437,971
Atlantica Yield plc (Spain)2, 7.00%, 11/15/2019.		215,000		230,050
Total Utilities				668,021
TOTAL CORPORATE BONDS (Identified Cost $19,123,344)				19,326,213
MUTUAL FUNDS - 0.1%
Global X MSCI Greece ETF		15,170		140,626
iShares MSCI Eurozone ETF		9,250		405,427
TOTAL MUTUAL FUNDS (Identified Cost $504,322)				546,053
U.S. TREASURY SECURITIES - 5.1%
U.S. Treasury Bonds - 1.7%
U.S. Treasury Bond, 6.25%, 5/15/2030		1,973,000		2,787,556
U.S. Treasury Bond, 4.75%, 2/15/2037		3,196,000		4,226,460
U.S. Treasury Inflation Indexed Bond, 0.75%, 2/15/2042		1,393,839		1,348,691
Total U.S. Treasury Bonds (Identified Cost $8,550,250)				8,362,707
U.S. Treasury Notes - 3.4%
U.S. Treasury Inflation Indexed Note, 0.125%, 4/15/2020		1,332,542		1,337,219
U.S. Treasury Inflation Indexed Note, 0.125%, 1/15/2023		1,352,137		1,346,399
U.S. Treasury Note, 1.25%, 7/31/2023		9,967,000		9,500,965
U.S. Treasury Note, 2.375%, 5/15/2027		4,828,000		4,830,263
Total U.S. Treasury Notes (Identified Cost $17,126,708)				17,014,846
TOTAL U.S. TREASURY SECURITIES (Identified Cost $25,676,958)				25,377,553
SHORT-TERM INVESTMENT - 2.9%
Dreyfus Government Cash Management7, 0.93%, (Identified Cost $14,460,543)		14,460,543		14,460,543
TOTAL INVESTMENTS - 99.6% (Identified Cost $431,559,451)				492,151,728
OTHER ASSETS, LESS LIABILITIES - 0.4%				1,739,160
NET ASSETS - 100%			$	493,890,888

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

92

Investment Portfolio - October 31, 2017

ADR - American Depositary Receipt

ETF - Exchange-traded fund

*Non-income producing security.

##Less than 0.1%.

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

²Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under Rule 144A and have been determined to be liquid. These securities amount to $5,412,244 or 1.1%, of the Series’ net assets as of October 31, 2017.

³Security has been valued at fair value as determined in good faith by the Advisor and is classified as Level 3 in the fair value hierarchy.

⁴Amount is stated in USD unless otherwise noted.

⁵Variable rate security. Security may be issued at a fixed coupon rate, which converts to a variable rate at a specified date. Rate shown is the rate in effect as of October 31, 2017.

⁶Floating rate security. Rate shown is the rate in effect as of October 31, 2017.

⁷Rate shown is the current yield as of October 31, 2017.

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

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

93

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

October 31, 2017

ASSETS:
Investments, at value (identified cost $431,559,451) (Note 2)	$	492,151,728
Receivable for securities sold		8,354,165
Foreign tax reclaims receivable		612,091
Interest receivable		417,375
Dividends receivable		148,465
Receivable for fund shares sold		94,473
Prepaid expenses		6,171
TOTAL ASSETS		501,784,468
LIABILITIES:
Accrued management fees (Note 3)		355,002
Accrued shareholder services fees (Class S) (Note 3)		65,566
Accrued distribution and service (Rule 12b-1) fees (Class R) (Class R2)(Note 3)		54,947
Accrued fund accounting and administration fees (Note 3)		46,899
Accrued Chief Compliance Officer service fees (Note 3)		306
Payable for securities purchased		5,954,236
Payable for fund shares repurchased		1,263,756
Other payables and accrued expenses		152,868
TOTAL LIABILITIES		7,893,580
TOTAL NET ASSETS	$	493,890,888
NET ASSETS CONSIST OF:
Capital stock	$	298,021
Additional paid-in-capital		388,742,554
Undistributed net investment income		668,961
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		43,609,020
Net unrealized appreciation (depreciation) on investments, foreign currency and translation of other assets and liabilities		60,572,332
TOTAL NET ASSETS	$	493,890,888

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

94

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

October 31, 2017

NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($306,055,383/ 14,098,053 shares)	$	21.71
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($114,391,236/ 9,863,887 shares)	$	11.60
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R ($17,403,916/ 1,218,455 shares)	$	14.28
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R2 ($56,040,353/ 4,621,673 shares)	$	12.13

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

95

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

For the Year Ended October 31, 2017

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $346,428)	$	8,737,435
Interest		1,794,083
Total Investment Income		10,531,518
EXPENSES:
Management fees (Note 3)		5,083,894
Shareholder services fees (Class S) (Note 3)		816,595
Distribution and service (Rule 12b-1) fees (Class R2) (Note 3)		540,880
Distribution and service (Rule 12b-1) fees (Class R) (Note 3)		100,955
Transfer agent fees (Note 3)		187,717
Fund accounting and administration fees (Note 3)		133,604
Directors’ fees (Note 3)		45,830
Chief Compliance Officer service fees (Note 3)		3,991
Custodian fees		76,205
Miscellaneous		197,312
Total Expenses		7,186,983
NET INVESTMENT INCOME		3,344,535
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Investments		69,852,809
In-kind redemptions (Note 2)		19,818,286
Foreign currency and translation of other assets and liabilities		(26,178	)
		89,644,917
Net change in unrealized appreciation (depreciation) on-
Investments		23,269,603
Foreign currency and translation of other assets and liabilities		18,555
		23,288,158
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		112,933,075
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	116,277,610

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

96

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

	FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	3,344,535		$	1,631,301
Net realized gain (loss) on investments and foreign currency		69,826,631			18,712,844
Net realized gain (loss) from In-kind redemption transactions		19,818,286			—
Net change in unrealized appreciation (depreciation) on investments and foreign currency		23,288,158			3,782,579
Net increase from operations		116,277,610			24,126,724
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(600,809	)		(504,835	)
From net investment income (Class I)		(2,056,295	)		(2,578,578	)
From net investment income (Class R)		(53,919	)		(2,397	)
From net investment income (Class R2)		(55,249	)		—
From net realized gain on investments (Class S)		(6,955,479	)		(4,922,030	)
From net realized gain on investments (Class I)		(10,738,795	)		(7,283,833	)
From net realized gain on investments (Class R)		(651,177	)		(432,975	)
From net realized gain on investments (Class R2)		(1,850,870	)		(1,010,562	)
Total distributions to shareholders		(22,962,593	)		(16,735,210	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net decrease from capital share transactions (Note 5)		(345,403,390	)		(244,745,906	)
Net decrease in net assets		(252,088,373	)		(237,354,392	)
NET ASSETS:
Beginning of year		745,979,261			983,333,653
End of year (including undistributed net investment income of $668,961 and distributions in excess of net investment income of $1,884, respectively)	$	493,890,888		$	745,979,261

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

97

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	18.71		$	18.30		$	20.86		$	21.01		$	17.00
Income (loss) from investment operations:
Net investment income1		0.09			0.03			0.09			0.09			0.08
Net realized and unrealized gain (loss) on investments		3.32			0.59			(0.54	)		1.60			4.29
Total from investment operations		3.41			0.62			(0.45	)		1.69			4.37
Less distributions to shareholders:
From net investment income		(0.04	)		(0.02	)		(0.05	)		(0.04	)		(0.04	)
From net realized gain on investments		(0.37	)		(0.19	)		(2.06	)		(1.80	)		(0.32	)
Total distributions to shareholders		(0.41	)		(0.21	)		(2.11	)		(1.84	)		(0.36	)
Net asset value - End of year	$	21.71		$	18.71		$	18.30		$	20.86		$	21.01
Net assets - End of year (000’s omitted)	$	306,055		$	367,227		$	503,378		$	597,578		$	530,510
Total return2		18.60	%		3.45	%		(2.03	%)		8.80	%		26.13	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.10	%		1.08	%		1.08	%		1.07	%		1.07	%
Net investment income		0.45	%		0.15	%		0.45	%		0.45	%		0.43	%
Series portfolio turnover		85	%		49	%		59	%		74	%		67	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

98

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.19		$	10.09		$	12.51		$	13.35		$	10.95
Income (loss) from investment operations:
Net investment income1		0.08			0.04			0.08			0.09			0.08
Net realized and unrealized gain (loss) on investments		1.78			0.32			(0.33	)		0.96			2.72
Total from investment operations		1.86			0.36			(0.25	)		1.05			2.80
Less distributions to shareholders:
From net investment income		(0.08	)		(0.07	)		(0.11	)		(0.09	)		(0.08	)
From net realized gain on investments		(0.37	)		(0.19	)		(2.06	)		(1.80	)		(0.32	)
Total distributions to shareholders		(0.45	)		(0.26	)		(2.17	)		(1.89	)		(0.40	)
Net asset value - End of year	$	11.60		$	10.19		$	10.09		$	12.51		$	13.35
Net assets - End of year (000’s omitted)	$	114,391		$	301,846		$	390,931		$	504,866		$	418,785
Total return2		18.97	%		3.69	%		(1.82	%)		9.10	%		26.35	%
Ratios (to average net assets)/Supplemental Data:
Expenses		0.85	%		0.83	%		0.83	%		0.82	%		0.82	%
Net investment income		0.72	%		0.40	%		0.71	%		0.70	%		0.66	%
Series portfolio turnover		85	%		49	%		59	%		74	%		67	%

¹Calculated based on average shares outstanding during the years.

²Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

99

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

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	12.48		$	12.28		$	14.73		$	15.39		$	12.56
Income (loss) from investment operations:
Net investment income (loss)1		0.03			(0.01	)		0.03			0.03			0.02
Net realized and unrealized gain (loss) on investments		2.17			0.40			(0.38	)		1.13			3.15
Total from investment operations		2.20			0.39			(0.35	)		1.16			3.17
Less distributions to shareholders:
From net investment income		(0.03	)		(0.00	)2		(0.04	)		(0.02	)		(0.02	)
From net realized gain on investments		(0.37	)		(0.19	)		(2.06	)		(1.80	)		(0.32	)
Total distributions to shareholders		(0.40	)		(0.19	)		(2.10	)		(1.82	)		(0.34	)
Net asset value - End of year	$	14.28		$	12.48		$	12.28		$	14.73		$	15.39
Net assets - End of year (000’s omitted)	$	17,404		$	22,153		$	31,517		$	38,166		$	33,162
Total return3		18.21	%		3.26	%		(2.28	%)		8.53	%		25.81	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.35	%		1.33	%		1.33	%		1.32	%		1.32	%
Net investment income (loss)		0.22	%		(0.10	%)		0.20	%		0.20	%		0.14	%
Series portfolio turnover		85	%		49	%		59	%		74	%		67	%

¹Calculated based on average shares outstanding during the years.

²Less than $0.01.

³Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

100

Financial Highlights - Pro-Blend^® Maximum Term Series - Class R2*

	FOR THE YEAR ENDED
	10/31/17			10/31/16			10/31/15			10/31/14			10/31/13
Per share data (for a share outstanding throughout each year):
Net asset value - Beginning of year	$	10.68		$	10.60		$	13.03		$	13.86		$	11.38
Income (loss) from investment operations:
Net investment loss1		(0.03	)		(0.06	)		(0.03	)		(0.04	)		(0.04	)
Net realized and unrealized gain (loss) on investments		1.86			0.33			(0.34	)		1.01			2.84
Total from investment operations		1.83			0.27			(0.37	)		0.97			2.80
Less distributions to shareholders:
From net investment income		(0.01	)		—			(0.00	)2		(0.00	)2		—
From net realized gain on investments		(0.37	)		(0.19	)		(2.06	)		(1.80	)		(0.32	)
Total distributions to shareholders		(0.38	)		(0.19	)		(2.06	)		(1.80	)		(0.32	)
Net asset value - End of year	$	12.13		$	10.68		$	10.60		$	13.03		$	13.86
Net assets - End of year (000’s omitted)	$	56,040		$	54,753		$	57,507		$	55,781		$	36,989
Total return3		17.78	%		2.62	%		(2.76	%)		8.06	%		25.17	%
Ratios (to average net assets)/Supplemental Data:
Expenses		1.85	%		1.83	%		1.83	%		1.82	%		1.82	%
Net investment loss		(0.31	%)		(0.61	%)		(0.30	%)		(0.30	%)		(0.35	%)
Series portfolio turnover		85	%		49	%		59	%		74	%		67	%

*Effective March 1, 2017, Class C shares of the Series have been redesignated as Class R2 shares.

¹Calculated based on average shares outstanding during the years.

²Less than $0.01.

³Represents aggregate total return for the years indicated, and assumes reinvestment of all distributions.

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

101

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 objectives. The objectives are as follows: Pro-Blend^® Conservative Term Series - primary objective is preservation of capital; secondary objective is to provide income and long-term growth of capital. Pro-Blend^® Moderate Term Series - equal emphasis on long-term growth of capital and preservation of capital. Pro-Blend^® Extended Term Series - primary objective is long-term growth of capital; secondary objective is preservation of capital. Pro-Blend^® Maximum Term Series - primary objective is long-term growth of capital.

Each Series is authorized to issue four classes of shares (Class S, I, R and R2). 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. Effective March 1, 2017, Class C shares of each Series have been redesignated as Class R2 shares. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2017, 10.6 billion shares have been designated in total among 39 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, 52.5 million have been designated in each of the Series as Class R common stock, and 25 million have been designated in each of the Series as Class R2 common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

102

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

basis of a price provided directly by a principal market maker. These prices may differ from the value that would have been used had a broader market for securities existed.

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

Volume and level of activity in established markets for an asset or liability are evaluated to determine whether recent transactions and quoted prices are determinative of fair value. Where there have been significant decreases in volume and level of activity, further analysis and adjustment may be necessary to estimate fair value. The Series 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, 2017 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	$	23,129,125	$	23,129,125	$	—	$	—
Consumer Staples		25,819,640		16,072,957		9,746,683		—
Energy		16,815,437		16,437,923		377,514		—
Financials		18,374,960		18,374,960		—		—
Health Care		63,512,830		61,844,329		1,668,501		—
Industrials		32,678,193		32,678,193		—		—
Information Technology		69,326,901		66,031,076		3,295,825		—	*

103

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
Materials	$	17,803,908		$	17,017,184		$	786,724		$	—
Real Estate		27,549,465			27,059,170			490,295			—
Telecommunication Services		4,584,607			4,584,607			—			—
Utilities		1,219,083			1,219,083			—			—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		313,145,202			—			313,145,202			—
Corporate debt:
Consumer Discretionary		26,218,291			—			26,218,291			—
Consumer Staples		12,079,049			—			12,079,049			—
Energy		29,393,874			—			29,393,874			—
Financials		67,725,136			—			67,725,136			—
Health Care		5,770,735			—			5,770,735			—
Industrials		6,468,098			—			6,468,098			—
Information Technology		13,861,336			—			13,861,336			—
Materials		19,241,589			—			19,241,589			—
Real Estate		6,039,879			—			6,039,879			—
Telecommunication Services		11,381,940			—			11,381,940			—
Utilities		5,967,815			—			5,967,815			—
Asset-backed securities		28,915,223			—			28,915,223			—
Commercial mortgage-backed securities		79,101,998			—			79,101,998			—
Foreign government bonds		24,019,752			—			24,019,752			—
Mutual funds		12,454,791			12,454,791			—			—
Total assets		962,598,857			296,903,398			665,695,459			—
Liabilities:
Other financial instruments**:
Equity contracts		(73,138	)		(47,536	)		(25,602	)		—
Total liabilities		(73,138	)		(47,536	)		(25,602	)		—
Total	$	962,525,719		$	296,855,862		$	665,669,857		$	—
	PRO-BLEND®MODERATE TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2			LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	21,391,092		$	20,254,414		$	1,136,678		$	—
Consumer Staples		21,427,363			9,505,589			11,921,774			—
Energy		10,932,187			10,748,405			183,782			—
Financials		6,684,194			3,224,363			3,459,831			—
Health Care		60,222,233			59,089,537			1,132,696			—
Industrials		26,305,613			20,442,815			5,862,798			—
Information Technology		72,590,535			65,750,124			6,840,411			—	*
Materials		16,189,379			14,203,668			1,985,711			—
Real Estate		16,323,594			15,745,271			578,323			—
Telecommunication Services		4,257,138			4,054,947			202,191			—
Utilities		570,472			235,370			335,102			—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		213,042,266			—			213,042,266			—

104

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
Corporate debt:
Consumer Discretionary	$	17,431,475		$	—		$	17,431,475		$	—
Consumer Staples		6,846,666			—			6,846,666			—
Energy		18,349,399			—			18,349,399			—
Financials		42,151,279			—			42,151,279			—
Health Care		3,587,191			—			3,587,191			—
Industrials		4,885,117			—			4,885,117			—
Information Technology		6,959,942			—			6,959,942			—
Materials		12,177,241			—			12,177,241			—
Real Estate		3,887,560			—			3,887,560			—
Telecommunication Services		7,072,410			—			7,072,410			—
Utilities		3,785,805			—			3,785,805			—
Asset-backed securities		23,569,639			—			23,569,639			—
Commercial mortgage-backed securities		48,470,061			—			48,470,061			—
Foreign government bonds		17,386,102			—			17,386,102			—
Mutual funds		18,023,705			18,023,705			—			—
Total assets		704,519,658			241,278,208			463,241,450			—
Liabilities:
Other financial instruments**:
Equity contracts		(89,122	)		(57,314	)		(31,808	)		—
Total liabilities		(89,122	)		(57,314	)		(31,808	)		—
Total	$	704,430,536		$	241,220,894		$	463,209,642		$	—
	PRO-BLEND®EXTENDED TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2			LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	27,291,048		$	25,799,228		$	1,491,820		$	—
Consumer Staples		27,989,635			12,326,428			15,663,207			—
Energy		13,684,423			13,443,098			241,325			—
Financials		8,657,767			4,155,672			4,502,095			—
Health Care		79,160,817			77,687,894			1,472,923			—
Industrials		35,247,845			27,202,038			8,045,807			—
Information Technology		95,179,934			86,305,833			8,874,101			—	*
Materials		21,074,619			18,375,364			2,699,255			—
Real Estate		19,145,104			18,446,327			698,777			—
Telecommunication Services		5,464,977			5,215,358			249,619			—
Utilities		746,716			308,966			437,750			—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		180,104,245			—			180,104,245			—
Corporate debt:
Consumer Discretionary		13,103,445			—			13,103,445			—
Consumer Staples		5,337,795			—			5,337,795			—
Energy		14,461,433			—			14,461,433			—
Financials		30,881,871			—			30,881,871			—
Health Care		3,138,527			—			3,138,527			—
Industrials		1,767,804			—			1,767,804			—
Information Technology		6,283,008			—			6,283,008			—

105

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
Materials	$	9,413,943		$	—		$	9,413,943		$	—
Real Estate		2,895,042			—			2,895,042			—
Telecommunication Services		5,884,543			—			5,884,543			—
Utilities		2,820,857			—			2,820,857			—
Asset-backed securities		18,984,026			—			18,984,026			—
Commercial mortgage-backed securities		35,836,948			—			35,836,948			—
Foreign government bonds		12,545,900			—			12,545,900			—
Mutual funds		15,745,448			15,745,448			—			—
Total assets		692,847,720			305,011,654			387,836,066			—
Liabilities:
Other financial instruments**
Equity contracts		(118,118	)		(75,190	)		(42,928	)		—
Total liabilities		(118,118	)		(75,190	)		(42,928	)		—
Total	$	692,729,602		$	304,936,464		$	387,793,138		$	—
	PRO-BLEND®MAXIMUM TERM SERIES
DESCRIPTION	TOTAL			LEVEL 1			LEVEL 2			LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	44,372,733		$	43,362,841		$	1,009,892		$	—
Consumer Staples		51,020,276			25,598,412			25,421,864			—
Energy		11,881,219			11,725,324			155,895			—
Financials		24,768,663			16,594,523			8,174,140			—
Health Care		95,354,340			87,306,959			8,047,381			—
Industrials		40,976,376			30,905,532			10,070,844			—
Information Technology		100,852,093			93,813,506			7,038,587			—	*
Materials		33,262,704			24,576,504			8,686,200			—
Real Estate		22,565,000			22,192,858			372,142			—
Telecommunication Services		6,904,790			6,713,832			190,958			—
Utilities		483,172			199,420			283,752			—
Debt securities:
U.S. Treasury and other U.S.
Government agencies		25,377,553			—			25,377,553			—
Corporate debt:
Consumer Discretionary		2,665,803			—			2,665,803			—
Consumer Staples		1,108,179			—			1,108,179			—
Energy		3,378,465			—			3,378,465			—
Financials		5,366,351			—			5,366,351			—
Health Care		686,195			—			686,195			—
Industrials		1,072,540			—			1,072,540			—
Information Technology		815,723			—			815,723			—
Materials		1,806,473			—			1,806,473			—
Real Estate		470,876			—			470,876			—
Telecommunication Services		1,287,587			—			1,287,587			—
Utilities		668,021			—			668,021			—
Mutual funds		15,006,596			15,006,596			—			—
Total assets	$	492,151,728		$	377,996,307		$	114,155,421		$	—

106

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

There were no Level 3 securities held by any of the Pro-Blend^® Series as of October 31, 2016.

*China literature ltd. - right is a Level 3 security as of October 31, 2017. However, there is no value for this security reported in the financial statements.

**Other financial instruments are exchange traded options (Level 1 and Level 2).

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 levels during the year ended October 31, 2017.

In-Kind Redemptions

Each Series transferred securities and cash to shareholders in connection with an in-kind redemption transaction. For financial reporting purposes, these transactions were treated as a sale of securities and the resulting gains and losses were recognized based on the market value of the securities on the date of the redemption. During the year ended October 31, 2017, Pro-Blend^® Conservative Term Series realized $3,897,625 of net gains on $83,007,579 of in-kind redemptions, Pro-Blend^® Moderate Term Series realized $7,226,146 of net gains on $101,076,202 of in-kind redemptions, Pro-Blend^® Extended Term Series realized $17,004,207 of net gain on $179,938,066 of in-kind redemptions and Pro-Blend^® Maximum Term Series realized $19,818,286 of net gain on $129,806,330 of in-kind redemptions. Gains and losses realized on in-kind redemptions are not recognized for tax purposes and are reclassified from undistributed realized gain (loss) to paid-in capital. Net gains and losses resulting from such in-kind redemptions are shown in the Statement of Operations.

New Accounting Guidance

On August 1, 2017, the Fund implemented amendments to Regulation S-X, issued by the Securities and Exchange Commission, which require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Adoption had no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

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

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

Income, expenses (other than 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

107

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

Option Contracts

The Series may write (sell) or buy call or put options on securities and other financial instruments. When a Series writes a call, the Series gives the purchaser the right to buy the underlying security from the Series at the price specified in the option contract (the “exercise price”) at any time during the option period. When a Series writes a put option, the Series gives the purchaser the right to sell to the Series the underlying security at the exercise price at any time during the option period. The Series will only write options on a “covered basis.” This means that the Series will own the underlying security when the Series writes a call or the Series will put aside cash, U.S. Government securities, or other liquid assets in an amount not less than the exercise price at all times the put option is outstanding.

When a Series writes an option, an amount equal to the premium received is reflected as a liability and is subsequently marked-to-market to reflect the current market value of the option. The Series, as a writer of an option, has no control over whether the underlying security or financial instrument may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the security or financial instrument underlying the written option. There is a risk that the Series may not be able to enter into a closing transaction because of an illiquid market.

Each Series may also purchase options in an attempt to hedge against fluctuations in the value of its portfolio and to protect against declines in the value of the securities. The premium paid by a Series for the purchase of an option is reflected as an investment and subsequently marked-to-market to reflect the current market value of the option. The risk associated with purchasing options is limited to the premium paid.

When a security is purchased or sold through an exercise of an option, the related premium paid (or received) is added to (or deducted from) the basis of the security acquired or deducted from (or added to) the proceeds of the security sold. When an option expires (or a Series enters into a closing transaction), the Series realizes a gain or loss on the option to the extent of the premium received or paid (or gain or loss to the extent the cost of the closing transaction exceeds the premium paid or received).

The measurement of the risks associated with option contracts is meaningful only when all related and offsetting transactions are considered. The counterparty for the Series’ written options contracts outstanding during the year ended October 31, 2017 is Pershing LLC, a BNY Mellon Company.

Futures

Each Series may purchase or sell exchange-traded futures contracts, which are contracts that obligate the Series to make or take delivery of a financial instrument or the cash value of a security index at a specified future date at a specified price. The Series may use futures contracts to manage exposure to the stock and bond markets or changes in interest rates and currency values, or for gaining exposure to markets. Risks of entering into futures contracts include the possibility that there may be an illiquid market at the time the Advisor to the Series may be attempting to sell some or all the Series’ holdings or that a change in the value of the contract may not correlate with changes in the value of the underlying securities. Upon entering into a futures contract, a Series is required to deposit either cash or securities (initial margin). Subsequent payments (variation margin) are made or received by the Series, generally on a daily basis. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains or losses. The Series recognize a realized gain or loss when the contract is closed or expires.

108

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Futures (continued)

Futures transactions involve minimal counterparty risk since futures contracts are guaranteed against default by the exchange on which they trade. The Series’ futures contracts are not subject to master netting arrangements (the right to close out all transactions traded with a counterparty, and net amounts owed or due across transactions). At October 31, 2017, the Series did not hold any futures contracts.

The following table presents the present value of derivatives held at October 31, 2017 as reflected on the Statement of Assets and Liabilities, and the effect of the derivative instruments on the Statement of Operations:

PRO-BLEND®CONSERVATIVE TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Liabilities Location
Equity contracts	Options written, at value	$	(73,138	)
STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Equity contracts	Net realized gain (loss) on options written	$	1,099,812
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	5,181
PRO-BLEND®MODERATE TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Liabilities Location
Equity contracts	Options written, at value	$	(89,122	)
STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Equity contracts	Net realized gain (loss) on options written	$	1,487,584
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	3,558

109

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

PRO-BLEND®EXTENDED TERM SERIES
STATEMENT OF ASSETS AND LIABILITIES
Derivative	Liabilities Location
Equity contracts	Options written, at value	$	(118,118	)
STATEMENT OF OPERATIONS
Derivative	Location of Gain or (Loss) on Derivatives		Realized Gain (Loss) on Derivatives
Equity contracts	Net realized gain (loss) on options written	$	2,177,143
Derivative	Location of Appreciation (Depreciation) on Derivatives		Unrealized Appreciation (Depreciation) on Derivatives
Equity contracts	Net change in unrealized appreciation (depreciation) on options written	$	2,127

The average month-end balances for the year ended October 31, 2017, the period in which such derivatives were outstanding, were as follows:

	PRO-BLEND® CONSERVATIVE TERM SERIES		PRO-BLEND® MODERATE TERM SERIES		PRO-BLEND® EXTENDED TERM SERIES
Options:
Average number of option contracts written		1,176		1,570		2,265
Average notional value of option contracts written	$	9,141,986	$	12,260,726	$	17,786,343

Inflation-Indexed Bonds

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

Securities Purchased on a When-Issued Basis or Forward Commitment

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 take such fluctuations into account when determining their 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 their 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

110

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Securities Purchased on a When-Issued Basis or Forward Commitment (continued)

counterparty to meet the terms of the agreement; the potential of the Series to receive inferior securities at redelivery as compared to the securities sold to the counterparty; counterparty credit risk; and the potential pay down speed variance between the mortgage-backed pools. During the roll period, the Series forgoes principal and interest paid on the securities. The Series accounts for such dollar rolls as purchases and sales. No such investments were held by the Series on October 31, 2017.

Interest Only Securities

The Series may invest in stripped mortgage-backed securities issued by the U.S. government, its agencies and instrumentalities. Stripped mortgage-backed securities are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. In certain cases, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The yield to maturity on IOs is sensitive to the rate of principal repayments (including prepayments) on the related underlying mortgage assets, and principal payments may have a material effect on yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Series may not fully recoup its initial investment in IOs.

Restricted Securities

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2017, the Series have recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series file income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the years ended October 31, 2014 through October 31, 2017. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

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

111

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Indemnifications (continued)

also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other

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

3. Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.60% for Pro-Blend^® Conservative Term Series and 0.75% for Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series, of the Series’ average daily net assets.

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

Class S shares of each Series are subject to a shareholder services fee in accordance with a shareholder services plan adopted by the Fund’s Board. The shareholder services fee is intended to compensate financial intermediaries, including affiliates of the Fund, in connection with the provision of direct client service, personal services, maintenance of shareholder accounts and reporting services. For these services, Class S of each Series pays a fee, computed daily and payable monthly, at an annual rate of 0.20% for Pro-Blend^® Conservative Term Series Class S and 0.25% for Pro-Blend^® Moderate Term Series Class S, Pro-Blend^® Extended Term Series Class S and Pro-Blend^® Maximum Term Series Class S, of the Class’ average daily net assets. The Fund has a Shareholder Services Agreement with the Advisor, for which the Advisor receives the shareholder services fee as stated above.

The Advisor has contractually agreed, until at least February 28, 2018, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of shareholder services fees and distribution and service fees (12b-1), at no more than the amounts presented in the following table, of average daily net assets each year.

SERIES/CLASS	EXPENSE LIMIT
Pro-Blend®Conservative Term Series		0.70	%
Pro-Blend®Moderate Term Series		0.85	%
Pro-Blend®Extended Term Series		0.85	%
Pro-Blend®Maximum Term Series		0.85	%

The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

112

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

During the year ended October 31, 2017, a trade processing error was discovered for which it was determined that the Advisor would reimburse the Series. The Advisor contributed $28,933 to Pro-Blend^® Conservative Term Series, $24,934 to Pro-Blend^® Extended Term Series, $28,933 to Pro-Blend^® Moderate Term Series, and $9,644 to Pro-Blend^® Maximum Term Series. The impact of the Advisor’s contribution on each Series’ total return was immaterial. As of October 31, 2017, the respective amounts are included in the capital shares transactions on the Statement of Changes in Net Assets.

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 R2 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 R2 shares and an annual rate of 0.50% of daily net assets attributable to Class R shares. There are no distribution and services fees on the Class S or Class I shares of each Series. The fees are accrued daily and paid monthly.

Pursuant to a master services agreement effective through February 28, 2017, the Fund paid the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees were charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, were charged. The Advisor had agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

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

4. Purchases and Sales of Securities

For the year ended October 31, 2017, purchases and sales of securities, other than short-term securities, were as follows:

SERIES	PURCHASES OTHER				SALES OTHER
	ISSUERS		GOVERNMENT		ISSUERS		GOVERNMENT
Pro-Blend®Conservative Term Series	$	351,067,292	$	270,954,777	$	497,762,542	$	271,032,690
Pro-Blend®Moderate Term Series		323,238,345		261,448,651		559,331,247		257,247,165
Pro-Blend®Extended Term Series		400,698,105		331,744,194		718,960,699		288,156,824
Pro-Blend®Maximum Term Series		392,471,754		173,652,165		629,327,081		179,695,026

113

Notes to Financial Statements (continued)

5. Capital Stock Transactions

Transactions in Class S, Class I, Class R and Class R2 shares:

PRO-BLEND® CONSERVATIVE	FOR THE YEAR ENDED  10/31/17						FOR THE YEAR ENDED  10/31/16
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		9,432,882		$	126,733,906			8,137,879		$	105,720,605
Reinvested		690,857			9,178,179			911,739			11,734,285
Repurchased		(19,846,186	)		(267,809,092	)		(24,175,034	)		(314,759,139	)
Total		(9,722,447	)	$	(131,897,007	)		(15,125,416	)	$	(197,304,249	)
PRO-BLEND® CONSERVATIVE	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		8,379,550		$	88,182,073			7,100,011		$	71,403,391
Reinvested		409,762			4,197,197			439,714			4,382,195
Repurchased		(17,312,832	)		(184,806,157	)		(11,174,099	)		(112,468,497	)
Total		(8,523,520	)	$	(92,426,887	)		(3,634,374	)	$	(36,682,911	)
PRO-BLEND® CONSERVATIVE	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		327,790		$	3,312,044			463,382		$	4,508,100
Reinvested		25,987			255,488			75,394			718,758
Repurchased		(962,879	)		(9,662,205	)		(4,257,298	)		(40,644,504	)
Total		(609,102	)	$	(6,094,673	)		(3,718,522	)	$	(35,417,646	)
PRO-BLEND® CONSERVATIVE	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
TERM SERIES CLASS R2:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,461,640		$	14,777,472			2,177,798		$	21,116,472
Reinvested		135,249			1,328,023			161,781			1,548,910
Repurchased		(3,596,927	)		(36,136,109	)		(3,550,180	)		(34,497,672	)
Total		(2,000,038	)	$	(20,030,614	)		(1,210,601	)	$	(11,832,290	)
PRO-BLEND® MODERATE	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,606,565		$	48,643,819			11,782,569		$	148,005,042
Reinvested		850,374			11,009,876			504,854			6,470,329
Repurchased		(12,633,045	)		(170,384,253	)		(25,984,722	)		(331,641,148	)
Total		(8,176,106	)	$	(110,730,558	)		(13,697,299	)	$	(177,165,777	)
PRO-BLEND® MODERATE	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		8,503,985		$	87,481,428			12,184,271		$	120,189,097
Reinvested		572,660			5,623,868			1,031,526			10,090,970
Repurchased		(25,268,653	)		(265,560,412	)		(57,444,748	)		(570,637,608	)
Total		(16,192,008	)	$	(172,455,116	)		(44,228,951	)	$	(440,357,541	)

114

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

PRO-BLEND® MODERATE	FOR THE YEAR ENDED  10/31/17						FOR THE YEAR ENDED  10/31/16
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		344,032		$	3,699,735			591,654		$	6,162,155
Reinvested		70,612			727,384			39,632			406,221
Repurchased		(1,162,387	)		(12,606,863	)		(1,659,349	)		(17,374,159	)
Total		(747,743	)	$	(8,179,744	)		(1,028,063	)	$	(10,805,783	)
PRO-BLEND® MODERATE	FOR THE YEAR ENDED  10/31/17						FOR THE YEAR ENDED  10/31/16
TERM SERIES CLASS R2:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,039,576		$	10,760,838			1,552,417		$	15,565,660
Reinvested		283,529			2,803,766			96,547			953,121
Repurchased		(3,046,835	)		(31,535,623	)		(3,731,569	)		(37,443,441	)
Total		(1,723,730	)	$	(17,971,019	)		(2,082,605	)	$	(20,924,660	)
PRO-BLEND® EXTENDED	FOR THE YEAR ENDED  10/31/17						FOR THE YEAR ENDED  10/31/16
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,255,438		$	38,747,349			3,508,597		$	56,162,543
Reinvested		412,975			6,726,540			813,262			12,791,402
Repurchased		(10,683,421	)		(181,791,515	)		(18,119,243	)		(288,294,721	)
Total		(8,015,008	)	$	(136,317,626	)		(13,797,384	)	$	(219,340,776	)
PRO-BLEND® EXTENDED	FOR THE YEAR ENDED  10/31/17						FOR THE YEAR ENDED  10/31/16
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		12,201,332		$	118,655,981			15,549,258		$	139,601,163
Reinvested		558,278			5,174,249			1,212,119			10,957,758
Repurchased		(39,058,958	)		(392,590,574	)		(33,161,451	)		(306,200,411	)
Total		(26,299,348	)	$	(268,760,344	)		(16,400,074	)	$	(155,641,490	)
PRO-BLEND® EXTENDED	FOR THE YEAR ENDED  10/31/17						FOR THE YEAR ENDED  10/31/16
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		294,649		$	3,282,693			479,395		$	5,008,522
Reinvested		45,566			483,306			99,071			1,022,269
Repurchased		(1,310,115	)		(14,697,871	)		(2,025,605	)		(21,565,560	)
Total		(969,900	)	$	(10,931,872	)		(1,447,139	)	$	(15,534,769	)
PRO-BLEND® EXTENDED	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
TERM SERIES CLASS R2:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,175,907		$	12,218,413			1,781,008		$	17,596,311
Reinvested		255,457			2,523,716			423,056			4,097,847
Repurchased		(4,032,929	)		(41,950,558	)		(4,078,435	)		(40,452,206	)
Total		(2,601,565	)	$	(27,208,429	)		(1,874,371	)	$	(18,758,048	)

115

Notes to Financial Statements (continued)

5. Capital Stock Transactions (continued)

PRO-BLEND® MAXIMUM	FOR THE YEAR ENDED  10/31/17						FOR THE YEAR ENDED  10/31/16
TERM SERIES CLASS S:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		1,435,686		$	28,284,671			1,928,894		$	34,381,606
Reinvested		404,158			7,421,754			304,037			5,358,978
Repurchased		(7,367,075	)		(144,168,928	)		(10,119,249	)		(181,878,418	)
Total		(5,527,231	)	$	(108,462,503	)		(7,886,318	)	$	(142,137,834	)
PRO-BLEND® MAXIMUM	FOR THE YEAR ENDED  10/31/17						FOR THE YEAR ENDED  10/31/16
TERM SERIES CLASS I:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		7,931,943		$	83,927,061			8,025,547		$	78,995,481
Reinvested		626,789			6,190,476			559,592			5,385,479
Repurchased		(28,303,596	)		(314,016,017	)		(17,718,494	)		(173,868,245	)
Total		(19,744,864	)	$	(223,898,480	)		(9,133,355	)	$	(89,487,285	)
PRO-BLEND® MAXIMUM	FOR THE YEAR ENDED  10/31/17						FOR THE YEAR ENDED  10/31/16
TERM SERIES CLASS R:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		334,618		$	4,472,264			398,944		$	4,781,313
Reinvested		58,144			704,274			37,016			435,094
Repurchased		(950,033	)		(12,610,442	)		(1,226,472	)		(15,023,263	)
Total		(557,271	)	$	(7,433,904	)		(790,512	)	$	(9,806,856	)
PRO-BLEND® MAXIMUM	FOR THE YEAR ENDED  10/31/17						FOR THE YEAR ENDED  10/31/16
TERM SERIES CLASS R2:	SHARES			AMOUNT			SHARES			AMOUNT
Sold		664,356		$	7,380,136			848,247		$	8,735,126
Reinvested		185,278			1,900,023			99,480			1,005,922
Repurchased		(1,352,932	)		(14,888,662	)		(1,250,355	)		(13,054,979	)
Total		(503,298	)	$	(5,608,503	)		(302,628	)	$	(3,313,931	)

At October 31, 2017, one shareholder owned 16.4% of Pro-Blend^® Moderate Term Series. Investment activities of these shareholders may have a material effect on the respective Series.

6. Financial Instruments and Loan Assignments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. At October 31, 2017, Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series and Pro-Blend^® Extended Term Series invested in options contracts (equity risk).

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

116

Notes to Financial Statements (continued)

6. Financial Instruments and Loan Assignments (continued)

for loan assignments and certain loan assignments which were liquid when purchased may become illiquid. At October 31, 2017, the Series did not hold any loan assignments.

7. Foreign Securities

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

8. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing of the recognition on net investment income or gains and losses, including foreign currency gains and losses, losses deferred due to wash sales, investments in passive foreign investment companies (PFICs), real estate investment trusts and In-Kind Distributions for Shareholder Redemptions. 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, 2017, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $11,134,164, $20,225,707 and $40,967,514, decrease Undistributed Net Investment Income by $1,574,471, $1,428,255 and $1,624,647, and decrease Accumulated Net Realized Gain on Investments by $9,559,693, $18,797,452 and $39,342,867 for Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, and Pro-Blend^® Extended Term Series, respectively. For the fiscal year ended October 31, 2017, amounts were reclassified within the capital accounts to increase Additional Paid in Capital by $42,361,194, increase Undistributed Net Investment Income by $92,582, and decrease Accumulated Net Realized Gain on Investments by $42,453,776 for Pro-Blend^® Maximum Term Series. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	PRO-BLEND®CONSERVATIVE TERM SERIES				PRO-BLEND®MODERATE TERM SERIES
	FOR THE YEAR ENDED 10/31/17		FOR THE YEAR ENDED 10/31/16		FOR THE YEAR ENDED 10/31/17		FOR THE YEAR ENDED 10/31/16
Ordinary income	$	14,878,681	$	20,987,785	$	10,444,582	$	15,051,676
Long-term capital gains		2,226,779		—		13,857,262		5,306,383
	PRO-BLEND®EXTENDED TERM SERIES				PRO-BLEND®MAXIMUM TERM SERIES
	FOR THE YEAR ENDED 10/31/17		FOR THE YEAR ENDED 10/31/16		FOR THE YEAR ENDED 10/31/17		FOR THE YEAR ENDED 10/31/16
Ordinary income	$	11,918,950	$	11,654,299	$	6,939,426	$	3,085,810
Long-term capital gains		9,253,591		26,083,286		16,023,167		13,649,400

117

Notes to Financial Statements (continued)

8. Federal Income Tax Information (continued)

At October 31, 2017, 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	$	914,288,578		$	664,206,514		$	639,225,758		$	432,408,872
Unrealized appreciation		62,211,625			52,158,176			65,698,297			72,149,736
Unrealized depreciation		(13,974,484	)		(11,934,154	)		(12,194,453	)		(12,406,880	)
Net unrealized appreciation	$	48,237,141		$	40,224,022		$	53,503,844		$	59,742,856
Undistributed ordinary income	$	13,970,841		$	15,023,866		$	18,438,009		$	13,713,321
Undistributed long-term gains	$	22,872,545		$	25,888,118		$	31,991,567		$	31,414,081

118

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 the Pro-Blend^® Conservative Term Series, Pro-Blend^® Moderate Term Series, Pro-Blend^® Extended Term Series and Pro-Blend^® Maximum Term Series (four of the series constituting Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of October 31, 2017, 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 as of October 31, 2017 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 18, 2017

119

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		$5,558,972
Pro-Blend® Moderate Term Series		4,946,893
Pro-Blend® Extended Term Series		7,829,682
Pro-Blend® Maximum Term Series		7,840,085

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		23.93%
Pro-Blend® Moderate Term Series		18.55%
Pro-Blend® Extended Term Series		21.49%
Pro-Blend® Maximum Term Series		36.45%

The Series designate Long-Term Capital Gain dividends pursuant to Section 852(b)(3) of the Code for the fiscal year ended October 31, 2017 as follows:

Series
Pro-Blend® Conservative Term Series	$28,781,772
Pro-Blend® Moderate Term Series	35,868,812
Pro-Blend® Extended Term Series	49,777,053
Pro-Blend® Maximum Term Series	49,565,223

120

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.manning-napier.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 directors and officers, 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 and Officer

Name:	Michele T. Mosca*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:	Indefinite - Chairman and Director since August 20161
Principal Occupation(s) During Past 5 Years:	Managing Director, Funds Group (since 2009) - Manning & Napier Advisors, LLC; President, Director (since 2015) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (since 2016) - Rainier Investment Management Mutual Funds, Inc.
	Holds the following title for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Trustee - Rainier Investment Management Mutual Funds (since 2016)
Independent Directors
Name:	Stephen B. Ashley
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 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director & Chief Executive Officer (1997 to present) - 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:	38
Other Directorships Held Outside Fund Complex During	Fannie Mae (1995-2008)
Past 5 Years:	The Ashley Group (1995-2008)
	Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Chairman
Term of Office & Length of Time Served:	Indefinite - Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Governance & Nominating Committee Chairman since 2016; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech) (2000-present); ViroPharma, Inc. (speciality pharmaceuticals) (2000-2014); HLTH (WebMD) (information) (2000-2010); Cheyne Capital International (investment) (2000-present); GMP Companies (investment) (2000-2011); Cytos Biotechnology Ltd (biotechnology) (2012-2014); Cerus (biomedical) (2016-present); PureEarth (non-profit) (2012-present)

121

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)

Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Boston Early Music Festival (non-profit) (2007-present); Amherst Early Music, Inc. (non-profit) (2009-present); Gotham Early Music Scene, Inc. (non-profit) (2009-present); Partnership for New York City, Inc. (non-profit) (1989-2010); New York Collegium (non-profit) (2004-2011)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	82
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 (1994- present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university) (1972-present); Culinary Institute of America (non-profit college) (1985-present); George Eastman House (museum) (1988-present); National Restaurant Association (restaurant trade organization) (1978-present)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university) (2005-present); Town of Greenburgh, NY Planning Board (municipal government) (2015-present)
Officers:
Name:	Jeffrey S. Coons, Ph.D., CFA®
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	54
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 (2002 - 2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer, or Senior Trust Officer
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.

122

Directors’ and Officers’ Information

(unaudited)

Officers (continued)

Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 Exeter Trust Company; Chief Financial Officer since 2017 - Rainier Investment Management Mutual Funds, Inc.
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Chief Compliance Officer since 2004; Anti-Money Laundering Officer since 2002; Corporate Secretary (1997-2016) - Manning & Napier Fund, Inc.; Chief Compliance Officer and Anti-Money Laundering Officer since 2017 - Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:	Director of Compliance since 2005; Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	29
Current Position(s) Held with Fund:	Assistant Vice President
Term of Office1 & Length of Time Served:	Since 2017
Principal Occupation(s) During Past 5 Years:	Director of Funds Group since 2017; Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC.
Name:	Amy Williams
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Documentation - Manning & Napier Advisors, LLC and affiliates since 2009
	Holds one or more of the following titles for various affiliates: Director
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	52
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Chief Legal Officer since 2016 - Rainier Investment Management, LLC; Chief Legal Officer since 2016 - Rainier Investment Management Mutual Funds, Inc.
	Holds one or more of the following titles for various affiliates: Director, Corporate Secretary, Chief Legal Officer

*Interested Director, within the meaning of the 1940 Act by reason of her positions with the Fund’s investment advisor, Manning & Napier Advisors, LLC and Distributor, Manning & Napier Investor Services, Inc.

¹The term of office of all officers shall be one year and until their respective successors are chosen and qualified, or his or her earlier resignation or removal as provided in the

Fund’s By-Laws.

123

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124

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125

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

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

MNPRO-10/17-AR

Quality Equity Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Just one year ago, many investors were anticipating a widespread sell-off in domestic equity markets after Donald Trump won the election for the U.S. presidency. Not only did a sell-off fail to materialize, but equities actually moved sharply higher and remained on an upward trajectory throughout the year. The advance in equities was despite ongoing uncertainty surrounding policy implementation and how the new administration’s agenda might ultimately affect U.S. economic growth. For the year ended October 31, 2017, domestic equities were up 23.63%, as measured by the S&P 500 Index. International equities, as measured by the MSCI ACWI ex USA Index, also fared extraordinarily well, up 23.64%. Domestic investment-grade bonds, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, experienced relatively subdued performance, up 0.90%. Within fixed income, corporate bonds led, with high-yield securities in particular delivering very strong performance.

Much of the move upward in asset markets has been driven by stronger corporate earnings that materialized in early 2017 within both developed and emerging markets, supported by synchronized economic growth across all major global regions. Further, although Federal Reserve (Fed) policymakers continued gradually raising the target range for the federal funds rate and began reducing the Fed’s securities holdings, central bank policies across the globe have remained generally accommodative, providing an additional tailwind for asset prices.

Investors are undoubtedly enjoying the “Goldilocks” state of the economy: not too cold so as to usher in a recession, and not too hot so as to cause runaway inflation. Nonetheless, it is our view that market participants should temper their expectations going forward. The U.S. continues to move along in its economic cycle, and while it is not our view that we are on the cusp of a bear market, the status of our indicators suggest that we are certainly closer to the end of the current bull market than we are to the beginning. Complacency is elevated, there are significantly fewer pockets of cheap valuations remaining compared to the past several years, and U.S. valuations in particular limit upside potential, offering little support for asset prices should volatility in the financial markets materialize. This is surely not the time for investors to chase returns or take on unnecessary risk. Rather, it is our view that current market dynamics are consistent with rising risks that must be actively managed, and investors should maintain allocations consistent with their long-term investment objectives.

With this in mind, we discuss recent fund performance in this report, highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful, and look forward to working with you in the years ahead to meet your investment goals.

Thank you for your continued confidence in us.

Sincerely,

Manning & Napier Advisors, LLC

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 and do not reflect any fees or expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

The MSCI ACWI ex USA Index (ACWIxUS) is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

1

Quality Equity Series

Fund Commentary

(unaudited)

Investment Objective

Through a combination of quantitative and fundamental analysis, the Series seeks to maximize long-term growth. The Series uses a disciplined screening process to identify companies with characteristics that are consistent with stable businesses and then conducts fundamental analysis of the identified companies. The Series primarily invests in stocks of large- and mid-size companies with strong competitive positions, high free cash flow yields, and consistent financial characteristics in order to build a concentrated portfolio of high quality stocks.

Performance Commentary

Broad developed equity markets, as represented by the MSCI World Index (MSCI World) posted meaningfully positive returns for the year ending October 31, 2017, returning 22.77%. Those returns were spread rather evenly throughout the year, as the MSCI World generated positive returns in each month from November 2016 through October 2017. While both developed and emerging markets generated strong absolute returns, emerging markets slightly outperformed, with the MSCI EM Index posting a 26.45% return for the year.

The Quality Equity Series Class I shares returned 12.70% and the Class S shares returned 12.31% during the year, generating positive returns but underperforming the Series’ MSCI World benchmark on a relative basis.

The Series’ underperformance relative to the MSCI World during the year was driven primarily by individual security selection and sector positioning, while country positioning was a positive contributor to relative returns. While not owning any Energy, Real Estate, or Utilities stocks was a positive driver, the Series’ overweight allocation to Consumer Staples and underweight to Financials relative to the benchmark were meaningful detractors. Likewise, stock selection within the Health Care, Industrials, and Consumer Discretionary sectors generally detracted from performance on a relative basis. From a country perspective, an underweight to Japan and an overweight to France relative to the benchmark contributed positively, while overweight allocations to Ireland and Switzerland detracted.

The Series’ focus continues to be on owning stable, cash-flow-generating companies that can maintain that stability through various market environments. This approach lends itself to investing in companies that the management team believes can deliver stable growth and profitability over the long term. The resulting portfolio currently reflects significant allocations to consumer-oriented areas of the market such as the Consumer Discretionary, Consumer Staples, and Health Care sectors (approximately 64% of the portfolio in total), and underweight allocations to more cyclically-driven sectors like Financials, Energy, and Materials (approximately 4% of the portfolio, compared to approximately 29% of the benchmark).

As we begin the new fiscal year, earnings growth across major regions, accelerating business activity, and an improving economic backdrop are supportive of global equity prices. However, as markets continue to advance, we believe it is important to express our view that investors should exercise caution and selectivity due to rising risks associated with elevated complacency, valuations across most markets that remain at or somewhat above fair value, and the inflection in global monetary policy to less accommodative conditions. We believe these risk factors reinforce the need for an active, fundamentals-based investment approach, as it will be critical to manage them going forward.

Please see the next page for additional performance information as of October 31, 2017.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863.

All investments involve risks, including possible loss of principal. As with any stock fund, the value of your investment will fluctuate in response to stock market movements. Investing in the Series will also involve a number of other risks, including issuer-specific risk, mid-cap risk, and the risk that the investment approach may not be

2

Quality Equity Series

Fund Commentary

(unaudited)

Performance Commentary (continued)

successful. Funds that invest in foreign countries may be subject to fluctuating currency values, different accounting standards, and economic and political instability. The value of the Series may be affected by changes in exchange rates between foreign currencies and the U.S. dollar.

The MSCI Emerging Markets Index (MSCI EM) is a free float-adjusted market capitalization index designed to measure large and mid-cap representation across 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

3

Quality Equity Series

Performance Update as of October 31, 2017

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2017
	ONE YEAR1			TOTAL RETURN SINCE INCEPTION2
Manning & Napier Fund, Inc. - Quality Equity Series - Class S3		12.31	%		4.49	%
Manning & Napier Fund, Inc. - Quality Equity Series - Class I3		12.70	%		4.78	%
MSCI World Index4		22.77	%		7.80	%

The following graph compares the value of a $10,000 investment in the Manning & Napier Fund, Inc. - Quality Equity Series - Class S from its inception² (June 1, 2015) to present (October 31, 2017) to the MSCI World Index.

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

² Performance numbers for the Series and the Index are calculated from June 1, 2015, the Series’ inception date.

³ The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the year end October 31, 2017, this annualized net expense ratio was 0.95% for Class S and 0.70% for Class I. The annualized gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 7.33% for Class S and 7.08% for Class I for the year ended October 31, 2017.

⁴ The MSCI World Index is a free float-adjusted market capitalization index that is designed to measure global developed market equity performance and consists of 23 developed market country indices. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

4

Quality Equity Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING  ACCOUNT VALUE                   5/1/17	ENDING  ACCOUNT VALUE                   10/31/17	EXPENSES PAID  DURING PERIOD*                  5/1/17-10/31/17	ANNUALIZED  EXPENSE RATIO
Class S
Actual	$1,000.00	$1,035.10	$4.87	0.95%
Hypothetical (5% return before expenses)	$1,000.00	$1,020.42	$4.84	0.95%
Class I
Actual	$1,000.00	$1,036.90	$3.59	0.70%
Hypothetical (5% return before expenses)	$1,000.00	$1,021.68	$3.57	0.70%

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

5

Quality Equity Series

Portfolio Composition as of October 31, 2017

(unaudited)

6

Quality Equity Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 98.3%
Consumer Discretionary - 22.5%
Internet & Direct Marketing Retail - 1.6%
The Priceline Group, Inc.*		20	$	38,239
Media - 1.9%
WPP plc (United Kingdom)1		2,525		44,640
Multiline Retail - 3.4%
Dollar General Corp.		975		78,819
Specialty Retail - 8.3%
AutoZone, Inc.*		105		61,897
Fast Retailing Co. Ltd. (Japan)1		75		25,093
O’Reilly Automotive, Inc.*		285		60,121
The TJX Cos, Inc.		640		44,672
				191,783
Textiles, Apparel & Luxury Goods - 7.3%
Kering (France)1		60		27,516
LVMH Moet Hennessy Louis Vuitton SE (France)1		135		40,266
NIKE, Inc. - Class B		895		49,216
VF Corp.		755		52,586
				169,584
Total Consumer Discretionary				523,065
Consumer Staples - 19.1%
Beverages - 8.7%
Diageo plc (United Kingdom)1		2,085		71,200
PepsiCo, Inc.		505		55,666
Pernod Ricard S.A. (France)1		510		76,471
				203,337
Food Products - 1.0%
Nestle S.A. (Switzerland)1		280		23,559
Household Products - 1.9%
Kimberly-Clark Corp.		385		43,316
Personal Products - 7.5%
Beiersdorf AG (Germany)1		440		49,496
Kao Corp. (Japan)1		900		54,392
L’Oreal S.A. (France)1		220		48,964
Unilever N.V. (United Kingdom)1		380		22,074
				174,926
Total Consumer Staples				445,138
Financials - 3.0%
Capital Markets - 3.0%
The Charles Schwab Corp.		1,550		69,502

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

7

Quality Equity Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Health Care - 22.9%
Health Care Equipment & Supplies - 3.0%
Medtronic plc		855	$	68,845
Health Care Providers & Services - 6.7%
AmerisourceBergen Corp.		580		44,631
Express Scripts Holding Co.*		1,130		69,257
McKesson Corp.		310		42,743
				156,631
Pharmaceuticals - 13.2%
Allergan plc		265		46,966
Johnson & Johnson		265		36,944
Merck & Co., Inc.		695		38,288
Novartis AG (Switzerland)1		835		68,870
Perrigo Co. plc		585		47,379
Roche Holding AG (Switzerland)1		300		69,339
				307,786
Total Health Care				533,262
Industrials - 9.8%
Machinery - 1.6%
Flowserve Corp.		850		37,460
Professional Services - 3.5%
Nielsen Holdings plc		2,205		81,739
Road & Rail - 2.4%
Central Japan Railway Co. (Japan)1		300		54,494
Trading Companies & Distributors - 2.3%
W.W. Grainger, Inc.		275		54,367
Total Industrials				228,060
Information Technology - 14.9%
Communications Equipment - 2.7%
Cisco Systems, Inc.		1,830		62,494
Internet Software & Services - 2.0%
VeriSign, Inc.*		445		47,846
IT Services - 4.8%
MasterCard, Inc. - Class A		385		57,277
Visa, Inc. - Class A		495		54,440
				111,717

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

8

Quality Equity Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
Software - 5.4%
Microsoft Corp.		460	$	38,263
Oracle Corp.		1,215		61,844
SAP SE (Germany)1		220		25,138
				125,245
Total Information Technology				347,302
Materials - 1.0%
Chemicals - 1.0%
Givaudan S.A. (Switzerland)1		10		22,333
Telecommunication Services - 5.1%
Diversified Telecommunication Services - 2.0%
Singapore Telecommunications Ltd. (Singapore)1		16,880		46,453
Wireless Telecommunication Services - 3.1%
KDDI Corp. (Japan)1		1,300		34,636
NTT DOCOMO, Inc. (Japan)1		1,500		36,328
				70,964
Total Telecommunication Services				117,417
TOTAL COMMON STOCKS
(Identified Cost $2,096,531)				2,286,079
SHORT-TERM INVESTMENT - 2.5%
Dreyfus Government Cash Management2, 0.93%
(Identified Cost $57,203)		57,203		57,203
TOTAL INVESTMENTS - 100.8%
(Identified Cost $2,153,734)				2,343,282
LIABILITIES, LESS OTHER ASSETS - (0.8%)				(17,692	)
NET ASSETS - 100%			$	2,325,590

* Non-income producing security.

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

² Rate shown is the current yield as of October 31, 2017.

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

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

9

Quality Equity Series

Statement of Assets & Liabilities

October 31, 2017

ASSETS:
Investments, at value (identified cost $2,153,734) (Note 2)	$	2,343,282
Receivable from investment advisor		11,675
Dividends receivable		2,127
Foreign tax reclaims receivable		1,621
Prepaid expenses		11,172
TOTAL ASSETS		2,369,877
LIABILITIES:
Accrued fund accounting and administration fees (Note 3)		14,821
Accrued Chief Compliance Officer service fees (Note 3)		306
Accrued shareholder services fees (Class S) (Note 3)		378
Audit fees payable		23,121
Accrued printing and postage		4,436
Other payables and accrued expenses		1,225
TOTAL LIABILITIES		44,287
TOTAL NET ASSETS	$	2,325,590
NET ASSETS CONSIST OF:
Capital stock	$	2,129
Additional paid-in-capital		2,116,879
Undistributed net investment income		16,130
Accumulated net realized gain on investments, foreign currency and translation of other assets and liabilities		921
Net unrealized appreciation on investments, foreign currency and translation of other assets and liabilities		189,531
TOTAL NET ASSETS	$	2,325,590
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class S ($1,766,031/161,803 shares)	$	10.91
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($559,559/51,122 shares)	$	10.95

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

10

Quality Equity Series

Statement of Operations

For the Year Ended October 31, 2017

INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $2,380)	$	38,227
EXPENSES:
Fund accounting and administration fees (Note 3)		42,213
Management fees (Note 3)		11,825
Shareholder services fees (Class S)(Note 3)		4,043
Chief Compliance Officer service fees (Note 3)		3,886
Transfer agent fees (Note 3)		481
Directors’ fees (Note 3)		115
Audit fees		36,660
Registration fees		29,454
Printing and postage fees		16,580
Custodian fees		3,373
Miscellaneous		7,554
Total Expenses		156,184
Less reduction of expenses (Note 3)		(137,091	)
Net Expenses		19,093
NET INVESTMENT INCOME		19,134
REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain on-
Investments		25,895
Foreign currency and translation of other assets and liabilities		16
		25,911
Net change in unrealized appreciation (depreciation) on-
Investments		199,735
Foreign currency and translation of other assets and liabilities		18
		199,753
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		225,664
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	244,798

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

11

Quality Equity Series

Statements of Changes in Net Assets

	FOR THE YEAR ENDED 10/31/17			FOR THE YEAR ENDED 10/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income	$	19,134		$	17,429
Net realized loss on investments and foreign currency		25,911			(1,948	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		199,753			(12,385	)
Net increase from operations		244,798			3,096
DISTRIBUTIONS TO SHAREHOLDERS (Note 8):
From net investment income (Class S)		(12,520	)		(3,654	)
From net investment income (Class I)		(5,264	)		(3,100	)
From net realized gain on investments (Class S)		(7,219	)		—
From net realized gain on investments (Class I)		(2,501	)		—
Total distributions to shareholders		(27,504	)		(6,754	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		195,533			689,076
Net increase in net assets		412,827			685,418
NET ASSETS:
Beginning of year		1,912,763			1,227,345
End of year (including undistributed net investment income of $16,130 and $14,501, respectively)	$	2,325,590		$	1,912,763

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

12

Quality Equity Series

Financial Highlights - Class S

	FOR THE YEAR ENDED						FOR THE PERIOD 6/01/151 TO 10/31/15
	10/31/17			10/31/16
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.85		$	9.87		$	10.00
Income (loss) from investment operations:
Net investment income2		0.09			0.11			0.03
Net realized and unrealized gain (loss) on investments		1.11			(0.08	)		(0.16	)
Total from investment operations		1.20			0.03			(0.13	)
Less distributions to shareholders:
From net investment income		(0.09	)		(0.05	)		—
From net realized gain on investments		(0.05	)		—			—
Total distributions to shareholders		(0.14	)		(0.05	)		—
Net asset value - End of period	$	10.91		$	9.85		$	9.87
Net assets - End of period (000’s omitted)	$	1,766		$	1,416		$	733
Total return3		12.31	%		0.31	%		(1.30	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.95	%		0.95	%		0.95	%4
Net investment income		0.83	%		1.11	%		0.81	%4
Portfolio turnover		47	%		43	%		26	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amount:
		6.38	%		7.58	%		14.21	%4

¹ Commencement of operations.

² Calculated based on average shares outstanding during the periods.

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

⁴ Annualized.

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

13

Quality Equity Series

Financial Highlights - Class I

	FOR THE YEAR ENDED						FOR THE PERIOD 6/01/151 TO 10/31/15
	10/31/17			10/31/16
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	9.87		$	9.88		$	10.00
Income (loss) from investment operations:
Net investment income2		0.11			0.14			0.04
Net realized and unrealized gain (loss) on investments		1.12			(0.09	)		(0.16	)
Total from investment operations		1.23			0.05			(0.12	)
Less distributions to shareholders:
From net investment income		(0.10	)		(0.06	)		—
From net realized gain on investments		(0.05	)		—			—
Total distributions to shareholders		(0.15	)		(0.06	)		—
Net asset value - End of period	$	10.95		$	9.87		$	9.88
Net assets - End of period (000’s omitted)	$	560		$	497		$	494
Total return3		12.70	%		0.55	%		(1.20	%)
Ratios (to average net assets)/Supplemental Data:
Expenses*		0.70	%		0.70	%		0.70	%4
Net investment income		1.08	%		1.41	%		1.07	%4
Portfolio turnover		47	%		43	%		26	%
* The investment advisor did not impose all or a portion of its management and/or other fees, and in some periods may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amount:
		6.38	%		7.58	%		14.21	%4

¹ Commencement of operations.

² Calculated based on average shares outstanding during the periods.

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

⁴ Annualized.

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

14

Quality Equity Series

Notes to Financial Statements

1. Organization

Quality 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’ primary investment objective is to provide long-term growth.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue two classes of shares (Class S and Class I). Each class of shares is substantially the same, except that Class S shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2017, 10.6 billion shares have been designated in total among 39 series, of which 100 million have been designated as Quality Equity Series Class S common stock, and 100 million have been designated as Quality Equity Series Class I common stock.

2. Significant Accounting Policies

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

Security Valuation

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

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

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

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

15

Quality Equity Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

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

The following is a summary of the valuation levels used for major security types as of October 31, 2017 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	523,065	$	385,550	$	137,515	$	—
Consumer Staples		445,138		98,982		346,156		—
Financials		69,502		69,502		—		—
Health Care		533,262		395,053		138,209		—
Industrials		228,060		173,566		54,494		—
Information Technology		347,302		322,164		25,138		—
Materials		22,333		—		22,333		—
Telecommunication Services		117,417		—		117,417		—
Mutual fund		57,203		57,203		—		—
Total assets	$	2,343,282	$	1,502,020	$	841,262	$	—

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

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

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the year ended October 31, 2017.

New Accounting Guidance

On August 1, 2017, the Fund implemented amendments to Regulation S-X, issued by the Securities and Exchange Commission, which require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Adoption had no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

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

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

16

Quality Equity Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Transactions, Investment Income and Expenses (continued)

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

Foreign Currency Translation

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

Federal Taxes

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

Management evaluates its tax positions to determine if the tax positions taken meet the minimum recognition threshold in connection with accounting for uncertainties in income tax positions taken or expected to be taken for the purposes of measuring and recognizing tax liabilities in the financial statements. Recognition of tax benefits of an uncertain tax position is required only when the position is “more likely than not” to be sustained assuming examination by taxing authorities. At October 31, 2017, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the period ended October 31, 2015 and for the years ended October 31, 2016 through October 31, 2017. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

Other

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the

17

Quality Equity Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Other (continued)

financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

3. Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.55% of the Series’ average daily net assets.

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

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

The Advisor has contractually agreed, until at least February 28, 2018, to waive its fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series exclusive of each share class’ shareholder services fee, at no more than 0.70% of average daily net assets. Accordingly, the Advisor waived fees of $137,091 for the year ended October 31, 2017, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years.

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

Pursuant to a master services agreement effective through February 28, 2017, the Fund paid the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus a base fee of $30,400 per series. Transfer agent fees were charged to the Fund on a per account basis. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, were charged. The Advisor had agreements with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY served as sub-accountant services agent and sub-transfer agent. Effective March 1, 2017, BNY became the named transfer agent for the Fund. Pursuant to a master services agreement dated March 1, 2017, the Fund continues to pay the Advisor the annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The agreement between the Advisor and BNY under which BNY serves as sub-accountant services agent continues to be in effect.

18

Quality Equity Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

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

4. Purchases and Sales of Securities

For the year ended October 31, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $1,186,364 and $994,259, respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Class S and Class I of Quality Equity Series were:

CLASS S:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		38,847		$	405,474			78,329		$	771,528
Reinvested		1,989			19,397			385			3,654
Repurchased		(22,877	)		(237,104	)		(9,121	)		(89,206	)
Total		17,959		$	187,767			69,593		$	685,976
CLASS I:	FOR THE YEAR ENDED 10/31/17						FOR THE YEAR ENDED 10/31/16
	SHARES			AMOUNT			SHARES			AMOUNT
Sold		—			—			—			—
Reinvested		796		$	7,766			326		$	3,100
Repurchased		—			—			—			—
Total		796		$	7,766			326		$	3,100

At October 31, 2017, the Advisor and its affiliates owned less than 48% of the Series. 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, 2017.

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.

19

Quality 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 GAAP. 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 year ended October 31, 2017, amounts were reclassified within the capital accounts to increase Undistributed Net Investment Income by $279, and decrease Accumulated Net Realized Gain on Investments by $279. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE YEAR ENDED  10/31/17		FOR THE YEAR ENDED 10/31/16
Ordinary income	$	17,784	$	6,754
Long-term capital gains		9,720		—

At October 31, 2017,the tax basis of components of distributable earnings and the net unrealized appreciation based on identified cost of investments for federal tax purposes were as follows:

Cost for federal income tax purposes	$	2,166,674
Unrealized appreciation		280,570
Unrealized depreciation		(103,962	)
Net unrealized appreciation	$	176,608
Undistributed ordinary income	$	16,130
Undistributed long-term capital gains	$	13,861

20

Quality Equity Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Quality 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 Quality Equity Series (one of the series constituting Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of October 31, 2017, 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 as of October 31, 2017 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

New York, New York

December 18, 2017

21

Quality 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 $17,784 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 79.24%.

The Series designates $14,573 as Long-Term Capital Gain dividends pursuant to Section 852(b) of the Code for the fiscal year ended October 31, 2017.

22

Quality 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.manning-napier.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 directors and officers, 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 and Officer
Name:	Michele T. Mosca*
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:	Indefinite – Chairman and Director since August 20161
Principal Occupation(s) During Past 5 Years:	Managing Director, Funds Group (since 2009) - Manning & Napier Advisors, LLC; President, Director (since 2015) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (since 2016) - Rainier Investment Management Mutual Funds, Inc. Holds the following title for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Trustee - Rainier Investment Management Mutual Funds (since 2016)
Independent Directors
Name:	Stephen B. Ashley
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 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director & Chief Executive Officer (1997 to present) - 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:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Chairman
Term of Office & Length of Time Served:	Indefinite - Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Governance & Nominating Committee Chairman since 2016; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech) (2000-present); ViroPharma, Inc. (speciality pharmaceuticals) (2000-2014); HLTH (WebMD) (information) (2000-2010); Cheyne Capital International (investment) (2000-present); GMP Companies (investment) (2000-2011); Cytos Biotechnology Ltd (biotechnology) (2012-2014); Cerus (biomedical) (2016-present); PureEarth (non-profit) (2012-present)

23

Quality Equity Series

Directors’ and Officers’ Information

(unaudited)

Independent Directors (continued)
Name:	Peter L. Faber
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Boston Early Music Festival (non-profit) (2007-present); Amherst Early Music, Inc. (non-profit) (2009-present); Gotham Early Music Scene, Inc. (non-profit) (2009-present); Partnership for New York City, Inc. (non-profit) (1989-2010); New York Collegium (non-profit) (2004-2011)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	82
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 (1994- present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university) (1972-present); Culinary Institute of America (non-profit college) (1985-present); George Eastman House (museum) (1988-present); National Restaurant Association (restaurant trade organization) (1978-present)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university) (2005-present); Town of Greenburgh, NY Planning Board (municipal government) (2015-present)
Officers:
Name:	Jeffrey S. Coons, Ph.D., CFA®
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	54
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 (2002-2015) - Manning & Napier Advisors, LLC Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer, or Senior Trust Officer
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.

24

Quality Equity Series

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)
Name:	Christine Glavin
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company; Chief Financial Officer since 2017- Rainier Investment Management Mutual Funds, Inc.
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Chief Compliance Officer since 2004; Anti-Money Laundering Officer since 2002; Corporate Secretary (1997-2016)- Manning & Napier Fund, Inc.; Chief Compliance Officer and Anti-Money Laundering Officer since 2017 - Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:	Director of Compliance since 2005; Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Name:	Scott Morabito
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	29
Current Position(s) Held with Fund:	Assistant Vice President
Term of Office1 & Length of Time Served:	Since 2017
Principal Occupation(s) During Past 5 Years:	Director of Funds Group since 2017; Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC.
Name:	Amy Williams
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Documentation - Manning & Napier Advisors, LLC and affiliates since 2009 Holds one or more of the following titles for various affiliates: Director
Name:	Richard Yates
Address:	290 Woodcliff Drive
	Fairport, NY 14450
Age:	52
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Chief Legal Officer since 2016 - Rainier Investment Management, LLC; Chief Legal Officer since 2016 - Rainier Investment Management Mutual Funds, Inc. Holds one or more of the following titles for various affiliates: Director, Corporate Secretary, Chief Legal Officer

*Interested Director, within the meaning of the 1940 Act by reason of her positions with the Fund’s investment advisor, Manning & Napier Advisors, LLC and Distributor, Manning & Napier Investor Services, Inc.

¹ The term of office of all officers shall be one year and until their respective successors are chosen and qualified, or his or her earlier resignation or removal as provided in the Fund’s By-Laws.

25

Quality 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)

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

Additional information available at www.manning-napier.com

1. Fund Holdings - Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

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

MNQEQ-10/17-AR

Rainier International Discovery Series

Management Discussion and Analysis

(unaudited)

Dear Shareholders:

Just one year ago, many investors were anticipating a widespread sell-off in domestic equity markets after Donald Trump won the election for the U.S. presidency. Not only did a sell-off fail to materialize, but equities actually moved sharply higher and remained on an upward trajectory throughout the year. The advance in equities was despite ongoing uncertainty surrounding policy implementation and how the new administration’s agenda might ultimately affect U.S. economic growth. For the year ended October 31, 2017, domestic equities were up 23.63%, as measured by the S&P 500 Index. International equities, as measured by the MSCI ACWI ex USA Index, also fared extraordinarily well, up 23.64%. Domestic investment-grade bonds, as measured by the Bloomberg Barclays U.S. Aggregate Bond Index, experienced relatively subdued performance, up 0.90%. Within fixed income, corporate bonds led, with high-yield securities in particular delivering very strong performance.

Much of the move upward in asset markets has been driven by stronger corporate earnings that materialized in early 2017 within both developed and emerging markets, supported by synchronized economic growth across all major global regions. Further, although Federal Reserve (Fed) policymakers continued gradually raising the target range for the federal funds rate and began reducing the Fed’s securities holdings, central bank policies across the globe have remained generally accommodative, providing an additional tailwind for asset prices.

Investors are undoubtedly enjoying the “Goldilocks” state of the economy: not too cold so as to usher in a recession, and not too hot so as to cause runaway inflation. Nonetheless, it is our view that market participants should temper their expectations going forward. The U.S. continues to move along in its economic cycle, and while it is not our view that we are on the cusp of a bear market, the status of our indicators suggest that we are certainly closer to the end of the current bull market than we are to the beginning. Complacency is elevated, there are significantly fewer pockets of cheap valuations remaining compared to the past several years, and U.S. valuations in particular limit upside potential, offering little support for asset prices should volatility in the financial markets materialize. This is surely not the time for investors to chase returns or take on unnecessary risk. Rather, it is our view that current market dynamics are consistent with rising risks that must be actively managed, and investors should maintain allocations consistent with their long-term investment objectives.

With this in mind, we discuss recent fund performance in this report, highlight how we are positioned amid the current economic environment, and provide our outlook of what to expect in financial markets. We hope that you find this information helpful, and look forward to working with you in the years ahead to meet your investment goals.

Thank you for your continued confidence in us.

Sincerely,

Manning & Napier Advisors, LLC

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 and do not reflect any fees or expenses. Index returns provided by Bloomberg. S&P Dow Jones Indices LLC, a subsidiary of the McGraw Hill Financial, Inc., is the publisher of various index based data products and services and has licensed certain of its products and services for use by Manning & Napier. All such content Copyright ^© 2017 by S&P Dow Jones Indices LLC and/or its affiliates. All rights reserved. Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their affiliates nor their third party licensors make any representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and none of these parties shall have any liability for any errors, omissions, or interruptions of any index or the data included therein.

The MSCI ACWI ex USA Index (ACWIxUS) is designed to measure large and mid-cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

The Bloomberg Barclays U.S. Aggregate Bond Index is an unmanaged, market-value weighted index of U.S. domestic investment-grade debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more. Index returns do not reflect any fees or expenses. Index returns provided by Interactive Data.

1

Rainier International Discovery Series

Fund Commentary

(unaudited)

Investment Objective

To seek long-term capital appreciation. The Series invests primarily in equity securities of foreign developed and emerging market companies that are small- to mid-sized at the time of purchase.

Performance Commentary

Broad international equity markets, as represented by the MSCI ACWI ex USA Index (ACWIxUS) posted meaningfully positive returns for the year ending October 31, 2017, returning 23.64%. International small cap stocks slightly outperformed the broad market, with the MSCI ACWI ex USA Small Cap Index (ACWIxUS Small Cap) returning 24.70% for the year. Within the international small cap market, developed markets outperformed emerging markets, as the MSCI EAFE Small Cap Index outperformed the MSCI EM Small Cap Index.

The International Discovery Series experienced solid returns for the year and outperformed its benchmark (ACWIxUS Small Cap) by more than 5% on a relative basis.

The Series’ outperformance relative to the ACWIxUS Small Cap during the year was driven primarily by individual stock selection, but country and sector allocations also positively impacted relative returns. From a country perspective, overweight allocations relative to the benchmark to Switzerland, Denmark, France, and Italy were all positive contributors, while an underweight to Japan impacted returns negatively. A slight underweight to Emerging Markets in general was also a positive factor. At the sector level, a meaningful underweight to Real Estate contributed most positively on a relative basis.

From an individual stock perspective, selection within the Industrials sector (Daifuku Co.; Harmonic Drive Systems), the Health Care sector (Ambu A/S; Dechra Pharmaceuticals), and the Information Technology sector (Sunny Optical; Yaskawa Electric Corporation) were the largest drivers of outperformance. Within specific countries, security selection in Japan, China, the United Kingdom, and Hong Kong all contributed positively to relative performance.

The Series’ focus continues to be on owning well-established companies with dominant market positions and meaningful growth potential. The Series’ portfolio will generally be well-diversified amongst sectors, countries, and regions, with the primary focus of portfolio construction being on bottom-up security selection. As of October 31, 2017, the portfolio reflects overweight allocations to the Health Care and Industrials sectors relative to the benchmark (approximately 44% of the portfolio in total) and underweight allocations to Real Estate and Materials (approximately 7% of the portfolio compared to approximately 21% of the benchmark). From a country perspective, the portfolio is overweight to Denmark, France, and Switzerland, and underweight to Japan, Taiwan, and the United Kingdom, relative to the benchmark.

The past fiscal year has seen significant absolute returns, both for the Series and broadly in the international small cap market. However, despite these gains, the management team continues to find investment opportunities with growth potential at attractive valuations. The international small cap asset class, given its vast size and relatively limited information availability, provides an ideal environment for dedicated, experienced, active management to add value. The Series will continue to invest in dominant companies that have a clear catalyst for continued growth and are trading at attractive valuations. The team believes that this investment approach in the international small cap market has the ability to continue to add value over the long term.

Performance data quoted represents past performance and does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than that quoted; investors can obtain the most recent month-end performance at www.manning-napier.com or by calling (800) 466-3863. Performance for the Rainier International Discovery Series Class K shares is provided above. Performance for the Class I shares will be higher based on the Class’ lower expenses.

Please see the next page for additional performance information as of October 31, 2017.

Allocation data is based on country of incorporation.

All investments involve risks, including possible loss of principal. As with any stock fund, the value of your investment will fluctuate in response to stock market movements. Small- and medium-capitalization companies tend to have limited liquidity and greater price volatility than large-capitalization companies. Funds whose investments are concentrated in foreign and emerging market countries may be subject to fluctuating currency values, different accounting standards, and economic and political instability. The value of the Series may be affected by changes in exchange rates between foreign currencies and the U.S. dollar. Investments in emerging markets may be more

2

Rainier International Discovery Series

Fund Commentary

(unaudited)

Performance Commentary (continued)

volatile than investments in more developed markets. Additionally, the Series is subject to portfolio turnover risk as it may buy and sell investments frequently, which may result in higher expenses and an increase in realized capital gains and potential tax implications for shareholders.

The MSCI EAFE Small Cap Index is a free float-adjusted market capitalization index designed to measure small-cap representation across 21 Developed Markets countries (excluding the U.S. and Canada). The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

The MSCI Emerging Markets Small Cap Index is a free float-adjusted market capitalization index designed to measure small- cap representation across 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Morningstar.

3

Rainier International Discovery Series

Performance Update as of October 31, 2017

(unaudited)

	AVERAGE ANNUAL TOTAL RETURNS AS OF OCTOBER 31, 2017
	ONE YEAR1			FIVE YEAR			SINCE INCEPTION2
Manning & Napier Fund, Inc. - Rainier International Discovery Series - Class K3,4		29.87	%		15.27	%		15.25	%
Manning & Napier Fund, Inc. - Rainier International Discovery Series - Class I3,4		30.21	%		15.54	%		15.53	%
Manning & Napier Fund, Inc. - Rainier International Discovery Series - Class R63,4		30.21	%		15.54	%		15.53	%
MSCI ACWI ex USA Small Cap Index5		24.70	%		10.08	%		8.76	%

The following graph compares the value of a $1,000,000 investment in the Manning & Napier Fund, Inc. - Rainier International Discovery Series - Class I from its inception2 (March 28, 2012) to present (October 31, 2017) to the MSCI ACWI ex USA Small Cap Index.

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

²Performance numbers for the Series and the MSCI ACWI ex USA Small Cap Index are calculated from March 28, 2012, the Class I inception date.

³The Series’ performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. The Series’ performance is historical and may not be indicative of future results. The performance returns shown are inclusive of the net expense ratio of the Series. For the period ended October 31, 2017, this net expense ratio was 1.49% for Class K, 1.24% for Class I and 1.00% for Class R6. The gross expense ratio, which does not account for any voluntary or contractual waivers currently in effect, was 1.70% for Class K, 1.36% for Class I and 1.17% for Class R6 for the period ended October 31, 2017.

⁴The Rainier International Discovery Fund (Predecessor Fund), which was managed by Rainier Investment Management, LLC, was reorganized into the Manning & Napier Fund, Inc. Rainier International Discovery Series on 08/21/2017. For periods prior to 08/21/2017, performance for the Class I and R6 Shares is based on the historical performance of the Predecessor Fund’s Institutional Shares, and will differ to the extent that the Predecessor Fund’s Institutional Shares had a higher expense ratio. For periods between 11/30/ 2012 and 08/21/2017, performance for Class K is based on the historical performance of the Predecessor Fund’s Class A Shares; performance prior to 11/30/2012 is based on the historical performance of the Predecessor Fund’s Institutional Shares and adjusted for the Predecessor Fund’s Class A Shares expenses. If the sales charges were reflected or if performance had been adjusted to reflect the Class K Shares’ expenses, the performance would have been different depending on total expenses incurred by the Predecessor Fund.

⁵The MSCI ACWI ex USA Small Cap Index is designed to measure a small cap representation across 22 of 23 Developed Markets countries (excluding the U.S.) and 24 Emerging Markets countries. The Index returns do not reflect any fees or expenses. The Index is denominated in U.S. dollars. The Index returns are net of withholding taxes. They assume daily reinvestment of net dividends thus accounting for any applicable dividend taxation. Index returns provided by Bloomberg.

4

Rainier International Discovery Series

Shareholder Expense Example

(unaudited)

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

The example is based on an investment of $1,000 invested in each class at the beginning of the period and held for the entire period (May 1, 2017 to October 31, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees that you may incur in other mutual funds. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

	BEGINNING  ACCOUNT VALUE                5/1/17*	ENDING ACCOUNT VALUE               10/31/17	EXPENSES PAID DURING PERIOD**               5/1/17-10/31/17	ANNUALIZED EXPENSE RATIO
Class K
Actual	$1,000.00	$1,190.00	$8.06	1.46%
Hypothetical (5% return before expenses)	$1,000.00	$1,017.85	$7.43	1.46%
Class I
Actual	$1,000.00	$1,191.80	$6.68	1.21%
Hypothetical (5% return before expenses)	$1,000.00	$1,019.11	$6.16	1.21%
Class R6
Actual	$1,000.00	$1,073.20	$2.02	1.00%
Hypothetical (5% return before expenses)	$1,000.00	$1,007.78	$1.95	1.00%

*Class R6 inception date was August 21, 2017.

**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) (except for the Series’ Class R6 Actual and Hypothetical return information, which reflects the 71 day period ended October 31, 2017 due to its inception date of August 21, 2017). Expenses are based on the most recent fiscal half year; therefore, the expense ratios stated above may differ from the expense ratios stated in the financial highlights, which are based on seven month data (except for Class R6 expense ratios which are based on a 71 day period). The Class’ total return would have been lower had certain expenses not been waived during the period.

5

Rainier International Discovery Series

Portfolio Composition as of October 31, 2017

(unaudited)

6

Rainier International Discovery Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE (NOTE 2)
COMMON STOCKS - 96.9%
Consumer Discretionary - 11.0%
Auto Components - 1.4%
Brembo SpA (Italy)		260,150	$	4,297,045
Hotels, Restaurants & Leisure - 1.2%
Corporate Travel Management Ltd. (Australia)		200,960		3,697,471
Household Durables - 2.8%
Techtronic Industries Co. Ltd. (Hong Kong)		1,491,500		8,746,651
Multiline Retail - 3.3%
Dollarama, Inc. (Canada)		20,040		2,230,791
Seria Co. Ltd. (Japan)		144,600		8,215,259
				10,446,050
Specialty Retail - 0.8%
Ace Hardware Indonesia Tbk PT (Indonesia)		26,474,500		2,449,806
Textiles, Apparel & Luxury Goods - 1.5%
Moncler SpA (Italy)		163,200		4,634,722
Total Consumer Discretionary				34,271,745
Consumer Staples - 6.5%
Beverages - 1.5%
Royal Unibrew A/S (Denmark)		83,450		4,804,588
Food & Staples Retailing - 1.1%
Raia Drogasil S.A. (Brazil)		139,800		3,364,123
Food Products - 1.3%
Wessanen (Netherlands)		206,070		3,913,861
Household Products - 2.6%
Lion Corp. (Japan)		168,300		3,220,798
Pigeon Corp. (Japan)		139,700		4,920,615
				8,141,413
Total Consumer Staples				20,223,985
Energy - 2.1%
Oil, Gas & Consumable Fuels - 2.1%
Aker BP ASA (Norway)		175,780		4,041,563
Petronet LNG Ltd. (India)		607,240		2,436,132
Total Energy				6,477,695
Financials - 12.0%
Banks - 6.1%
Federal Bank Ltd. (India)		1,631,060		3,065,890
FinecoBank Banca Fineco S.p.A. (Italy)		479,730		4,487,270
Raiffeisen Bank International AG (Austria)*		132,660		4,621,961
Tisco Financial Group PCL (Thailand)		1,282,900		3,388,756
Tisco Financial Group PCL (Thailand)		118,200		312,223

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

7

Rainier International Discovery Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Financials (continued)
Banks (continued)
Unione di Banche Italiane SpA (Italy)		631,430	$	2,965,620
				18,841,720
Capital Markets - 5.0%
Edelweiss Financial Services Ltd. (India)		608,320		2,643,328
St James’s Place plc (United Kingdom)		259,770		4,060,793
TP ICAP plc (United Kingdom)		649,440		4,696,586
Vontobel Holding AG (Switzerland)		68,580		4,265,413
				15,666,120
Thrifts & Mortgage Finance - 0.9%
Indiabulls Housing Finance Ltd. (India)		140,780		2,703,937
Total Financials				37,211,777
Health Care - 17.0%
Biotechnology - 1.1%
Abcam plc (United Kingdom)		247,580		3,271,780
Health Care Equipment & Supplies - 7.2%
Ambu A/S (Denmark)		55,140		5,083,937
BioMerieux (France)		60,330		4,732,344
Carl Zeiss Meditec AG (Germany)		66,910		3,566,538
DiaSorin SpA (Italy)		41,460		3,771,813
Fisher & Paykel Healthcare Corp. Ltd. (New Zealand)		234,560		2,126,746
Sartorius AG (Germany)		32,450		3,024,327
				22,305,705
Health Care Providers & Services - 4.4%
Attendo AB (Sweden)1		180,520		2,122,902
Chartwell Retirement Residences (Canada)		159,221		1,894,459
Fleury S.A. (Brazil)		395,200		3,469,613
Orpea (France)		52,120		6,244,225
				13,731,199
Life Sciences Tools & Services - 2.3%
Bachem Holding AG (Switzerland)		17,060		2,154,623
Eurofins Scientific SE (Luxembourg)		8,145		5,094,895
				7,249,518
Pharmaceuticals - 2.0%
Dechra Pharmaceuticals plc (United Kingdom)		154,660		4,223,247
Kalbe Farma Tbk PT (Indonesia)		17,851,000		2,105,924
				6,329,171
Total Health Care				52,887,373

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

8

Rainier International Discovery Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Industrials - 28.5%
Aerospace & Defense - 3.7%
Elbit Systems Ltd. (Israel)		38,490	$	5,720,384
Saab AB (Sweden)		112,050		5,725,871
				11,446,255
Building Products - 2.6%
Kingspan Group plc (Ireland)		112,900		4,721,263
Rockwool International A/S (Denmark)		12,030		3,267,257
				7,988,520
Construction & Engineering - 1.4%
FLSmidth & Co. A/S (Denmark)		62,810		4,306,466
Machinery - 12.0%
Daifuku Co. Ltd. (Japan)		62,700		3,038,362
Harmonic Drive Systems, Inc. (Japan)		80,400		4,157,706
KION Group AG (Germany)		20,240		1,619,945
Nissei ASB Machine Co. Ltd. (Japan)		47,700		2,110,118
OC Oerlikon Corp. AG (Switzerland)		332,740		5,336,381
Rotork plc (United Kingdom)		892,920		3,115,430
Stabilus SA (Germany)		42,260		3,838,686
THK Co. Ltd. (Japan)		115,000		4,166,923
VAT Group AG (Switzerland)1		41,640		5,421,777
The Weir Group plc (United Kingdom)		166,230		4,311,785
				37,117,113
Professional Services - 5.5%
Nihon M&A Center, Inc. (Japan)		85,600		4,072,785
Persol Holdings Co. Ltd. (Japan)		215,400		5,308,041
Teleperformance (France)		53,130		7,760,812
				17,141,638
Road & Rail - 1.2%
Localiza Rent a Car SA (Brazil)		210,590		3,704,782
Trading Companies & Distributors - 1.3%
MISUMI Group, Inc. (Japan)		150,100		4,092,256
Transportation Infrastructure - 0.8%
Malaysia Airports Holdings Berhad (Malaysia)		1,301,200		2,544,924
Total Industrials				88,341,954
Information Technology - 12.6%
Electronic Equipment, Instruments & Components - 2.5%
Halma plc (United Kingdom)		216,540		3,399,390
Yaskawa Electric Corp. (Japan)		118,600		4,213,922
				7,613,312

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

9

Rainier International Discovery Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE (NOTE 2)
COMMON STOCKS (continued)
Information Technology (continued)
IT Services - 5.1%
Alten S.A. (France)		28,100	$	2,459,830
Keywords Studios plc (Ireland)		141,340		2,999,765
My EG Services Bhd (Malaysia)		5,319,400		2,751,739
TravelSky Technology Ltd. (China)		1,576,000		4,080,704
Vakrangee Ltd. (India)		402,110		3,490,846
				15,782,884
Semiconductors & Semiconductor Equipment - 2.5%
Koh Young Technology, Inc. (South Korea)		43,350		2,971,643
Melexis NV (Belgium)		48,400		4,849,133
				7,820,776
Software - 1.5%
Temenos Group AG (Switzerland)		41,200		4,757,420
Technology Hardware, Storage & Peripherals - 1.0%
Logitech International SA (Switzerland)		86,020		3,072,974
Total Information Technology				39,047,366
Materials - 6.7%
Chemicals - 4.0%
Chr. Hansen Holding A/S (Denmark)		71,520		6,258,315
Elementis plc (United Kingdom)		690,350		2,606,703
Frutarom Industries Ltd. (Israel)		41,990		3,456,983
				12,322,001
Containers & Packaging - 1.6%
CCL Industries, Inc. (Canada)		104,600		5,041,491
Metals & Mining - 1.1%
Lundin Mining Corp. (Canada)		456,500		3,481,870
Total Materials				20,845,362
Real Estate - 0.5%
Equity Real Estate Investment Trusts (REITS) - 0.5%
NorthWest Healthcare Properties Real Estate Investment Trust (Canada)		180,380		1,589,738
TOTAL COMMON STOCKS (Identified Cost $227,461,706)				300,896,995

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

10

Rainier International Discovery Series

Investment Portfolio - October 31, 2017

	SHARES		VALUE (NOTE 2)
SHORT-TERM INVESTMENT - 5.3%
Dreyfus Government Cash Management2 , 0.93%, (Identified Cost $ 16,361,708)		16,361,708	$	16,361,708
TOTAL INVESTMENTS - 102.2% (Identified Cost $ 243,823,414)				317,258,703
LIABILITIES, LESS OTHER ASSETS - (2.2%)				(6,883,726	)
NET ASSETS - 100%			$	310,374,977

*Non-income producing security.

¹Restricted securities - Investment in securities that are restricted as to public resale under the Securities Act of 1933, as amended. These securities have been sold under rule 144A and have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $7,544,679 or 2.4% of the Series’ net assets as of October 31, 2017 (See Note 2 to the financial statements).

²Rate shown is the current yield as of October 31, 2017.

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

Japan 15.3%.

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

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

11

Rainier International Discovery Series

Statement of Assets & Liabilities

October 31, 2017

ASSETS:
Investments, at value (identified cost $243,823,414) (Note 2)	$	317,258,703
Foreign currency, at value (cost $66,795)		66,865
Receivable for fund shares sold		904,083
Foreign tax reclaims receivable		188,872
Dividends receivable		241,551
TOTAL ASSETS		318,660,074
LIABILITIES:
Accrued management fees (Note 3)		200,141
Accrued distribution and service (Rule 12b-1) fees (Note 3)		40,324
Accrued fund accounting and administration fees (Note 3)		20,190
Accrued Chief Compliance Officer service fees (Note 3)		331
Accrued foreign capital gains tax (Note 2)		412,202
Payable for securities purchased		7,149,767
Payable for fund shares repurchased		244,532
Other payables and accrued expenses		217,610
TOTAL LIABILITIES		8,285,097
TOTAL NET ASSETS	$	310,374,977
NET ASSETS CONSIST OF:
Capital stock	$	149,684
Additional paid-in-capital		240,836,125
Undistributed net investment income		269,662
Accumulated net realized loss on investments, foreign currency and translation of other assets and liabilities		(3,909,568	)
Net unrealized appreciation on investments (net of foreign capital gains tax of $412,202), foreign currency and translation of other assets and liabilities		73,029,074
TOTAL NET ASSETS	$	310,374,977
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class K ($120,398,861/ 5,841,400 shares)	$	20.61
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class I ($189,954,653/ 9,126,017 shares)	$	20.81
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE - Class R6 ($21,463/1,031 shares)	$	20.82

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

12

Rainier International Discovery Series

Statements of Operations

	FOR THE PERIOD 4/1/17 TO 10/31/17			FOR THE YEAR ENDED 3/31/17
INVESTMENT INCOME:
Dividends (net of foreign taxes withheld, $257,157, and $286,266, respectively)	$	2,516,711		$	2,676,233
Interest		—			24,821
Total Investment Income		2,516,711			2,701,054
EXPENSES:
Management fees (Note 3)		1,455,208			2,026,263
Distribution and service (Rule 12b-1) fees (Class K and Class A formerly Original shares, respectively) (Note 3)		155,176			261,039
Sub Register and Transfer agent Fees (Note 3)		133,526			192,633
Administration fees		—			247,604
Fund accounting and administration fees (Note 3)		96,672			—
Directors’ fees (Note 3)		31,240			40,706
Transfer agent fees (Note 3)		24,658			—
Chief Compliance Officer service fees (Note 3)		10,045			26,778
Reorganization expense (Note 1)		37,986			—
Custodian fees		69,983			—
Miscellaneous		247,657			235,079
Total Expenses		2,262,151			3,030,102
Less reduction of expenses (Note 3)		(235,589	)		(212,943	)
Net Expenses		2,026,562			2,817,159
NET INVESTMENT INCOME (LOSS)		490,149			(116,105	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY:
Net realized gain (loss) on-
Net realized gain (loss) on investments		11,884,479			(11,520,040	)
Foreign currency and translation of other assets and liabilities		21,412			(162,211	)
		11,905,891			(11,682,251	)
Net change in unrealized appreciation (depreciation) on-
Investments (net of increase in accrued foreign capital gains tax of $412,202)		44,077,507			14,918,576
Foreign currency and translation of other assets and liabilities		8,878			14,462
		44,086,385			14,933,038
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY		55,992,276			3,250,787
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	56,482,425		$	3,134,682

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

13

Rainier International Discovery Series

Statements of Changes in Net Assets

	FOR THE PERIOD 4/1/17 TO 10/31/17		FOR THE YEAR ENDED 3/31/17			FOR THE YEAR ENDED 3/31/16
INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income (loss)	$	490,149	$	(116,105	)	$	(250,314	)
Net realized gain (loss) on investments and foreign currency		11,905,891		(11,682,251	)		(4,203,255	)
Net change in unrealized appreciation (depreciation) on investments and foreign currency		44,086,385		14,933,038			5,468,116
Net increase from operations		56,482,425		3,134,682			1,014,547
DISTRIBUTIONS TO SHAREHOLDERS (Note 9):
From net investment income (Class I formerly Institutional shares)		—		—			(36,790	)
From net investment income (Class K formerly Class A shares)		—		—			(18,881	)
Total distributions to shareholders		—		—			(55,671	)
CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase from capital share transactions (Note 5)		61,145,797		13,043,608			131,195,606
Net increase in net assets		117,628,222		16,178,290			132,154,482
NET ASSETS:
Beginning of period		192,746,755		176,568,465			44,413,983
End of period (including undistributed net investment income of $269,662, $25,773 and accumulated undistributed net investment loss of $94,821, respectively)	$	310,374,977	$	192,746,755		$	176,568,465

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

14

Rainier International Discovery Series

Financial Highlights - Class K1

	FOR THE PERIOD 4/1/17 TO 10/31/17			FOR THE YEARS ENDED												FOR THE PERIOD 11/30/122 TO 3/31/13
				3/31/17			3/31/16			3/31/15			3/31/14
Per share data (for a share outstanding throughout each period):
Net asset value - Beginning of period	$	16.44		$	15.93		$	15.45		$	15.56		$	12.89		$	11.21
Income (loss) from investment operations:
Net investment income (loss)3		0.02			(0.02	)		(0.09	)		0.01			(0.10	)		0.04
Net realized and unrealized gain on investments		4.15			0.53			0.58			0.61			3.03			1.67
Total from investment operations		4.17			0.51			0.49			0.62			2.93			1.71
Less distributions to shareholders:
From net investment income		—			—			—			—			(0.00	)4		(0.03	)
From net realized gain on investments		—			—			(0.01	)		(0.73	)		(0.26	)		—
Total distributions to shareholders		—			—			(0.01	)		(0.73	)		(0.26	)		(0.03	)
Net asset value - End of period	$	20.61		$	16.44		$	15.93		$	15.45		$	15.56		$	12.89
Net assets - End of period (000’s omitted)	$	120,399		$	78,260		$	99,944		$	4,058		$	2,939		$	65
Total return5		25.36	%		3.14	%		3.22	%		4.55	%		22.91	%		15.28	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.49	%6,7		1.51	%7		1.50	%		1.50	%		1.50	%		1.50	%6
Net investment income (loss)		0.20	%6		(0.12	%)		(0.56	%)		0.06	%		(66.00	%)		0.89	%6
Portfolio turnover		46	%		123	%		93	%		111	%		80	%		78	%
*The investment advisor did not impose all or a portion of its management and/or other fees during the period, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.21	%6		0.14	%		0.14	%		0.32	%		0.33	%		1.28	%6

¹Rainier International Discovery Fund (“the Predecessor Fund”) transferred its assets and liabilities to the Series at the close of business on August 21, 2017. Because the Series had no investment operations prior to the Reorganization, and based on the similarity of the Series to the Predecessor Fund, the Predecessor Fund is treated as the survivor for accounting and performance reporting purposes. This is formerly Class A shares in the Predecessor Fund.

²Commencement of operations.

³Calculated based on average shares outstanding during the periods.

⁴Less than $0.01.

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

⁶Annualized.

⁷Expense ratio exceeds expense limitation due to recognition of expenses related to the Reorganization of the Fund. See Note 1 to the financial statements.

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

15

Rainier International Discovery Series

Financial Highlights - Class I1

	FOR THE PERIOD 4/1/17 TO 10/31/17			FOR THE YEARS ENDED
				3/31/17			3/31/16			3/31/15			3/31/14			3/31/13
Per share data (for a share outstanding throughout eachperiod):
Net asset value - Beginning of period	$	16.58		$	16.02		$	15.50		$	15.58		$	12.89		$	10.02
Income (loss) from investment operations:
Net investment income (loss)		0.05	2		0.00	2,3		(0.03	)2		0.04	2		0.01	2		0.02
Net realized and unrealized gain on investments		4.18			0.56			0.56			0.62			2.95			2.88
Total from investment operations		4.23			0.56			0.53			0.66			2.96			2.90
Less distributions to shareholders:
From net investment income		—			—			—			(0.01	)		(0.01	)		(0.03	)
From net realized gain on investments		—			—			(0.01	)		(0.73	)		(0.26	)		—
Total distributions to shareholders		—			—			(0.01	)		(0.74	)		(0.27	)		(0.03	)
Net asset value - End of period	$	20.81		$	16.58		$	16.02		$	15.50		$	15.58		$	12.89
Net assets - End of period (000’s omitted)	$	189,955		$	114,487		$	76,624		$	40,356		$	30,323		$	20,376
Total return4		25.51	%		3.43	%		3.47	%		4.81	%		23.15	%		29.00	%
Ratios (to average net assets)/Supplemental Data:
Expenses*		1.24	%5,6		1.26	%6		1.25	%		1.25	%		1.25	%		1.25	%
Net investment income (loss)		0.41	%5		0.01	%		(0.19	%)		0.40	%		0.08	%		0.18	%
Portfolio turnover		46	%		123	%		93	%		111	%		80	%		78	%
*The investment advisor did not impose all or a portion of its management and/or other fees during the period, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts:
		0.11	%5		0.07	%		0.06	%		0.27	%		0.36	%		1.17	%

¹Rainier International Discovery Fund (“the Predecessor Fund”) transferred its assets and liabilities to the Series at the close of business on August 21, 2017. Because the Series had no investment operations prior to the Reorganization, and based on the similarity of the Series to the Predecessor Fund, the Predecessor Fund is treated as the survivor for accounting and performance reporting purposes. This is formerly Institutional shares in the Predecessor Fund.

²Calculated based on average shares outstanding during the periods.

³Less than $0.01.

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

⁵Annualized.

⁶Expense ratio exceeds expense limitation due to recognition of expenses related to the Reorganization of the Fund. See Note 1 to the financial statements.

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

16

Rainier International Discovery Series

Financial Highlights - Class R6

	FOR THE PERIOD 8/21/171 TO 10/31/17
Per share data (for a share outstanding throughout the period):
Net asset value - Beginning of period	$	19.40
Income (loss) from investment operations:
Net investment income (loss)2		0.01
Net realized and unrealized gain (loss) on investments		1.41
Total from investment operations		1.42
Net asset value - End of period	$	20.82
Net assets - End of period (000’s omitted)	$	21
Total return3		7.32	%
Ratios (to average net assets)/Supplemental Data:
Expenses*4		1.00	%
Net investment income4		0.14	%
Portfolio turnover		46	%
*The investment advisor did not impose all or a portion of its management and/or other fees during the period, and may have paid a portion of the Series’ expenses. If these expenses had been incurred by the Class, the expense ratio (to average net assets) would have increased by the following amounts4 :
		0.17	%

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 reimbursed during the period. Periods less than one year are not annualized.

⁴Annualized.

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

17

Rainier International Discovery Series

Notes to Financial Statements

1. Organization

Rainier International Discovery 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 seek long-term capital appreciation.

The Fund’s advisor is Manning & Napier Advisors, LLC (the “Advisor”). Shares of the Series are offered to investors, clients and employees of the Advisor and its affiliates. The Series is authorized to issue three classes of shares (Class K, Class I and Class R6). Class R6 shares of the Series were issued on August 21, 2017. Each class of shares is substantially the same, except that Class K shares bear shareholder services fees. The total authorized capital stock of the Fund consists of 15 billion shares of common stock each having a par value of $0.01. As of October 31, 2017, 10.6 billion shares have been designated in total among 39 series, of which 100 million have been designated as Rainier International Discovery Series Class K common stock, 100 million have been designated as Rainier International Discovery Series Class I common stock and 100 million have been designated as Rainier International Discovery Series Class R6 common stock.

Reorganization

The Series is the successor in interest to the Rainier International Discovery Fund (the “Predecessor Fund”), which had the same investment objective and was included as a series of another investment company, Rainier Investment Management Mutual Funds (“Predecessor Trust”), that was advised by Rainier Investment Management, LLC (an affiliated advisor of the Fund). The shareholders of the Predecessor Fund approved the reorganization of the Institutional shares and Class A shares of the Predecessor Fund with and into the Class I and Class K shares of the Series, respectively. Effective as of the close of business on August 21, 2017 (the “merger date”), the assets and liabilities of the Predecessor Fund were transferred to the Series.

The investment portfolio of the Predecessor Fund, with fair value of $271,784,669 and identified cost of $213,126,044 on August 21, 2017 was the principal asset acquired. Net assets and shares outstanding on August 21, 2017 were $163,001,355 and 8,409,569 for Institutional shares and $111,408,266 and 5,801,583 for Class A shares, respectively, all of which were transferred by a tax-free exchange into the Fund at Net Asset Value at the close of business on August 21, 2017. For financial reporting purposes, assets received and shares issued by the Series were recorded at fair value; however, the cost basis of the investments received from the Predecessor Fund was carried forward to align ongoing reporting of the Series’ realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

As the Series was a shell fund prior to the merger date, the results of operations for the year ended October 31, 2017 represents the pro-forma results. Because the combined investment portfolios have been managed as a single integrated portfolio since the acquisition date, it is not practicable to separate the amounts of revenue and earnings of the Predecessor Fund that have been included in the Series’ Statement of Operations since the merger date, August 21, 2017.

The majority of the expenses incurred by the Series in connection with the reorganization were paid by the Advisor. The Series paid certain expenses, including half of the cost of the proxy, such as printing and solicitation, and all of the legal fees incurred in connection to the reorganization. The fiscal year end of the Predecessor Fund was March 31, 2017. Operations prior to August 21, 2017 were for the Predecessor Fund. The Series changed its fiscal year end to October 31, 2017 to reflect the fiscal year end of the Fund.

2. Significant Accounting Policies

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

18

Rainier International Discovery Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation

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

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

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

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

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

The following is a summary of the valuation levels used for major security types as of October 31, 2017 in valuing the Series’ assets or liabilities carried at fair value:

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Assets:
Equity securities:
Consumer Discretionary	$	34,271,745	$	34,271,745	$	—	$	—
Consumer Staples		20,223,985		20,223,985		—		—
Energy		6,477,695		6,477,695		—		—
Financials		37,211,777		37,211,777		—		—
Health Care		52,887,373		52,887,373		—		—

19

Rainier International Discovery Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Security Valuation (continued)

DESCRIPTION	TOTAL		LEVEL 1		LEVEL 2		LEVEL 3
Industrials	$	88,341,954	$	88,341,954	$	—	$	—
Information Technology		39,047,366		39,047,366		—		—
Materials		20,845,362		20,845,362		—		—
Real Estate		1,589,738		1,589,738		—		—
Mutual fund		16,361,708		16,361,708		—		—
Total assets	$	317,258,703	$	317,258,703	$	—	$	—

There were no Level 2 or Level 3 securities held by the Series as of October 31, 2017.

The Fund’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between Level 1 and Level 2 during the period ended October 31, 2017.

New Accounting Guidance

On August 1, 2017, the Fund implemented amendments to Regulation S-X, issued by the Securities and Exchange Commission, which require standardized, enhanced disclosures, particularly related to derivatives, in investment company financial statements. Adoption had no effect on the Fund’s net assets or results of operations.

Security Transactions, Investment Income and Expenses

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

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

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

Foreign Currency Translation

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

Forward Foreign Currency Exchange Contracts

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

20

Rainier International Discovery Series

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.

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

As of October 31, 2017, no investments in forward foreign currency exchange contracts were held by the Series.

Restricted Securities

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

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, 2017, the Series has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken in future tax returns.

The Series files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions, as required. No income tax returns are currently under investigation. The statute of limitations on the Series’ tax returns remains open for the three years ended March 31, 2014 through March 31, 2017 and period ended October 31, 2017. The Series is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Foreign Taxes

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

Distributions of Income and Gains

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

Indemnifications

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

21

Rainier International Discovery Series

Notes to Financial Statements (continued)

2. Significant Accounting Policies (continued)

Other

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

3. Transactions with Affiliates

The Fund has an Investment Advisory Agreement (the “Agreement”) with the Advisor, for which the Series pays a fee, computed daily and payable monthly, at an annual rate of 0.90% of the Series’ average daily net assets. The investment sub-advisor of the Series is Rainier Investment Management, LLC (“Rainier” or the “Sub-Advisor”). The Advisor pays the Sub-Advisor out of the fee received from the Series at an annual rate of 0.70% of the Series’ average daily net assets. Prior to August 21, 2017, the Predecessor Fund paid a fee to Rainier, computed daily and payable monthly at an annual rate of 1.00%, which amounted to $936,990 and is included in Management Fees on the Statement of Operations.

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 and/or Sub-Advisor. Each “non-affiliated” Director receives an annual stipend, which is allocated among all the active series of the Fund. In addition, these Directors also receive a fee per Board meeting attended plus a fee for each committee meeting attended and are reimbursed for travel and other out-of-pocket expenses incurred by them in connection with attending such meetings. The Fund also has an Audit Committee Chair and Governance & Nominating Committee Chair, who each receive an additional annual stipend for each role.

The Fund may enter into agreements with financial intermediaries pursuant to which the Fund may pay financial intermediaries for non-distribution related sub-transfer agency, administrative, sub-accounting, and other shareholder services in an amount not to exceed 0.15% of the average daily net assets of the Class K shares and Class I shares. Payments made pursuant to such agreements are generally based on the current assets and/or number of accounts of the Series attributable to the financial intermediary. Any payments made pursuant to such agreements may be in addition to, rather than in lieu of, any Distribution and Shareholder Services Fee payable under the Rule 12b-1 plan of the Fund.

The Advisor has contractually agreed, until at least February 28, 2019, to waive its management fee and, if necessary, pay other operating expenses of the Series in order to maintain total direct annual fund operating expenses for the Series, exclusive of each share class’ shareholder services fee and distribution and service (12b-1) fees, at no more than 1.15% of the average daily net assets of the Class K and Class I shares, and 1.00% of the average daily net assets of the Class R6 shares. Accordingly, the Advisor waived fees of $235,589 for the period ended October 31, 2017, which is included as a reduction of expenses on the Statement of Operations. The Advisor is not eligible to recoup any expenses that have been waived or reimbursed in prior years. Prior to August 21, 2017, Rainier had contractually agreed to limit expenses to 1.50% for Class A and 1.25% for Class I, which amounted to $163,714 and is included in reduction of expenses on the Statement of Operations.

Manning & Napier Investor Services, Inc., a registered broker-dealer affiliate of the Advisor, acts as distributor for the Fund’s shares. The Series compensates the distributor for distributing and servicing the Series’ Class K shares pursuant to a distribution plan adopted under Rule 12b-1 of the 1940 Act, regardless of expenses actually incurred. Under the agreement, the 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. There are no distribution and services fees on the Class I or Class R6 shares. The fees are accrued daily and paid monthly.

Pursuant to a master services agreement dated March 1, 2017, the Fund pays the Advisor an annual fee related to fund accounting and administration of 0.0085% on the first $25 billion of average daily net assets (excluding Target Series and

22

Rainier International Discovery Series

Notes to Financial Statements (continued)

3. Transactions with Affiliates (continued)

Strategic Income Series); 0.0075% on the next $15 billion of average daily net assets (excluding Target Series and Strategic Income Series); and 0.0065% of average daily net assets in excess of $40 billion (excluding Target Series and Strategic Income Series); plus the base fee of $30,400 per series. Additionally, certain transaction and out-of-pocket expenses, including charges for reporting relating to the Fund’s compliance program, are charged. The Advisor has an agreement with BNY Mellon Investment Servicing (U.S.) Inc. (“BNY”) under which BNY serves as sub-accountant services agent. Prior to August 21, 2017, U.S. Bancorp Fund Services, LLC served as administrator, transfer agent and fund accountant with U.S. Bank, N.A. serving as custodian. The fees for these services amounted to $158,184 and are included in the Statement of Operations.

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 period ended October 31, 2017, purchases and sales of securities, other than U.S. Government securities and short-term securities, were $171,563,089 and $115,273,410 respectively. There were no purchases or sales of U.S. Government securities.

5. Capital Stock Transactions

Transactions in shares of Class K, Class I and Class R6 shares of Rainier International Discovery Series were:

	FOR THE PERIOD 4/1/17 TO  10/31/171						FOR THE YEAR ENDED  3/31/17						FOR THE YEAR ENDED  3/31/16
CLASS K	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Sold		2,331,969		$	42,030,540			3,301,733		$	52,333,976			7,140,810		$	112,992,149
Reinvested		—			—			—			—			1,185			18,715
Repurchased		(1,251,334	)		(23,258,210	)		(4,816,056	)		(74,302,136	)		(1,129,470	)		(17,402,545	)
Total		1,080,635		$	18,772,330			(1,514,323	)	$	(21,968,160	)		6,012,525		$	95,608,319
	FOR THE PERIOD 4/1/17 TO  10/31/171						FOR THE YEAR ENDED  3/31/17						FOR THE YEAR ENDED  3/31/16
CLASS I	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT
Sold		3,005,098		$	56,814,033			4,535,287		$	73,098,443			3,471,861		$	55,577,422
Reinvested		—			—			—			—			1,540			24,445
Repurchased		(786,025	)		(14,460,565	)		(2,411,693	)		(38,086,675	)		(1,292,931	)		(20,014,580	)
Total		2,219,073		$	42,353,468			2,123,594		$	35,011,768			2,180,470		$	35,587,287
	FOR THE PERIOD 8/21/17 (COMMENCEMENT OF OPERATIONS) TO 10/31/17
CLASS R6	SHARES			AMOUNT
Sold		1,045		$	20,286
Reinvested		—			—
Repurchased		(14	)		(287	)
Total		1,031		$	19,999

¹Includes capital stock transactions for the predecessor fund, Rainier International Discovery Fund.

At October 31, 2017, one shareholder account owned 17.7% of the Series. In addition, the Advisor and its affiliates owned less than 0.1% of the Series. Investment activities of these shareholders may have a material effect on the Series.

23

Rainier International Discovery Series

Notes to Financial Statements (continued)

6. Line of Credit

Prior to August 21, 2017, the Predecessor Fund had access to a $100 million unsecured line of credit with U.S. Bank, N.A., intended to provide short-term financing, if necessary, subject to certain restrictions, in connection with shareholder redemptions. The Series did not borrow under the line of credit during the period ended October 31, 2017. The line of Credit was closed prior to the Reorganization.

7. Financial Instruments

The Series may trade in instruments including written and purchased options, forward foreign currency exchange contracts and futures contracts and other derivatives in the normal course of investing activities to assist in managing exposure to various market risks. The Series may be subject to various elements of risk, which may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. These risks include: the risk that changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index; counterparty credit risk related to over the counter derivative counterparties’ failure to perform under contract terms; liquidity risk related to the lack of a liquid market for these contracts allowing the fund to close out its position(s); and documentation risk relating to disagreement over contract terms. No such investments were held by the Series as of October 31, 2017.

8. Foreign Securities

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

9. Federal Income Tax Information

The amount and characterization of certain income and capital gains to be distributed are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing book and tax treatments in the timing and/or treatment of the recognition of net investment income or gains and losses, including foreign currency gains and losses, wash sales, foreign taxes and qualified late-year losses. The Series may periodically make reclassifications among its capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations without impacting the Series’ net asset value. For the period ended October 31, 2017, amounts were reclassified within the capital accounts to decrease Undistributed Net Investment Income by $246,260, decrease Additional Paid in Capital by $151,267, and increase Accumulated Net Realized Loss on Investments by $397,527. Any such reclassifications are not reflected in the financial highlights.

The tax character of distributions paid were as follows:

	FOR THE PERIOD 4/1/17 TO 10/31/17		FOR THE YEAR ENDED 3/31/17		FOR THE YEAR ENDED 3/31/16
Ordinary income		—		—	$	55,671

At October 31, 2017, the tax basis of components of distributable earnings and the net unrealized appreciation based on the identified cost of investments for federal income tax purposes were as follows:

Cost for federal income tax purposes	$	244,876,637
Unrealized appreciation		73,783,554
Unrealized depreciation		(1,401,488	)
Net unrealized appreciation	$	72,382,066
Undistributed ordinary income	$	267,903
Capital loss carryforward	$	(2,856,345	)

24

Rainier International Discovery Series

Notes to Financial Statements (continued)

9. Federal Income Tax Information (continued)

As of October 31, 2017, the capital loss carryover utilized in the current year was $11,321,331.

At October 31, 2017, the Series had net short-term capital loss carryforwards of $2,856,345 carryforwards, which may be carried forward indefinitely.

25

Rainier International Discovery Series

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Manning & Napier Fund, Inc. and Shareholders of Rainier International Discovery 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 Rainier International Discovery Series (one of the series constituting Manning & Napier Fund, Inc., hereafter referred to as the “Series”) as of October 31, 2017, and the results of its operations, the changes in its net assets and the financial highlights for the period April 1, 2017 through October 31, 2017, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Series’ management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at October 31, 2017 by correspondence with the custodian and brokers, provides a reasonable basis for our opinion. The financial statements of the Series as of and for the years or periods ended on or prior to March 31, 2017 and the financial highlights for each of the years or periods ended on or prior to March 31, 2017 (not presented herein other than the statement of operations, statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated May 22, 2017 expressed an unqualified opinion on those financial statements and financial highlights.

New York, New York

December 18, 2017

26

Rainier International Discovery Series

Approval of the Investment Advisory Agreement and Sub-Advisory Agreement

(unaudited)

At the meeting of the Manning & Napier Fund, Inc. (the “Fund”) Board of Directors (the “Board”) held on February 16, 2017, the Directors considered the approval of an Investment Advisory Agreement between the Fund and Manning & Napier Advisors, LLC (the “Advisor”) and a Sub-Advisory Agreement (collectively, the “Agreements”) between the Advisor and Rainier Investment Management LLC (the “Sub-Advisor” or “Rainier”) for the Rainier International Discovery Series.

At the Board meeting, representatives of the Advisor explained that the Board was being asked to consider establishing a new series of the Fund, the Rainier International Discovery Series (the “Acquiring Series”), in order to adopt the Rainier International Discovery Fund (the “Predecessor Fund”) into the Fund complex. The newly formed Acquiring Series would be the surviving entity following a merger with the Predecessor Fund. The Predecessor Fund’s investment advisor, Rainier, an affiliate of the Advisor, would then become the Sub-Advisor for the Acquiring Series.

In connection with the decision whether to approve the Agreements, a variety of material was provided to the Board in advance of the meeting for their review and consideration, including, but not limited to: (i) a memorandum regarding the proposed adoption of the Acquiring Series from the Predecessor fund, and the expected benefits of the transaction (ii) information regarding the investment results, philosophy and investment process of the Predecessor fund, and (iii) the expected cost of services for the Advisor and Sub-Advisor based on the nature, extent and quality of services that would be performed by each, respectively. In addition to the information furnished by representatives of the Advisor, the Board was provided with a legal memorandum discussing their fiduciary duties related to the approval of the proposed transaction.

Representatives of the Advisor attended the meeting and presented additional oral and written information to assist the Board in its considerations. The discussion immediately below outlines the materials and information presented to the Board in connection with the consideration of the Agreements and the conclusions made by the Directors when determining to approve the Agreements. The summary describes the most important, but not all, of the factors, considered by the Board.

• The adoption would be achieved via a fund merger, subject to the vote of the Predecessor Fund’s Board of Trustees and shareholders. Representatives of the Advisor explained that the Acquiring Series would employ substantially the same investment policies and the same processes and portfolio management team as the Predecessor Fund.

• The Board considered the services provided by the Advisor under the proposed Investment Advisory Agreement including, among others: administering the affairs of the Fund (including the books and records of the Fund not maintained by third party service providers such as the custodian or transfer agent); arranging for the insurance coverage for the Fund; and supervising the preparation of tax returns, SEC filings (including registration statements), reports to shareholders for the Fund and oversight of the sub-advisor. The Board also considered the nature and quality of such services provided under the proposed Investment Advisory Agreement in light of the Advisor’s services provided to the other series of the Fund for approximately 30 years under an existing investment advisory agreement. The Board had discussed the quality of these services with representatives from the Advisor in November 2016 and concluded the Advisor was performing its services to the Fund required under the existing investment advisory agreement in a reasonable manner.

• The Board also considered the services that would be provided by the Sub-Advisor under the proposed Sub-Advisory Agreement, including among others: deciding what securities to purchase and sell for the Series; arranging for the purchase and sale of such securities by placing orders with broker-dealers; monitoring portfolio and prospectus compliance; exercising proxy voting rights; and providing advice and support on security valuations.

• The Board considered due diligence performed by Advisor on the proposed Sub-Advisor, that determined that the Sub-Advisor had appropriate compliance and operational controls in place to prevent violations of the federal securities laws with respect to the services it would provide to the Acquiring Series.

• The Board also considered the nature and quality of such services that the proposed Sub-Advisor has provided to the Predecessor Fund since its inception, and the services that would be provided under the proposed sub-advisory agreement. The Board reviewed the performance of the Predecessor Fund since its inception and over a three year time period. Returns for the established benchmark indices for the Predecessor Fund were provided. In addition, the Board considered the Predecessor Fund’s investment objective, investment process and the experience of the investment team. The Board

27

Rainier International Discovery Series

Approval of the Investment Advisory Agreement and Sub-Advisory Agreement

(unaudited)

discussed the performance with representatives from the Advisor and concluded that the services outlined in the proposed Sub-Advisory agreement were reasonable.

• The Board considered the proposed fees and expenses of the Acquiring Series. The Advisor presented the proposed advisory fee and total expenses ratios for the Acquiring Series, including the advisory fee adjusted for any contractual expense waivers or reimbursements paid by the Advisor. The advisory fee and net expense ratios of the Acquiring Series was compared and ranked (on a median basis) against funds of a similar size and with similar investment objectives and expense characteristics as disclosed on the Morningstar database. Representatives of the Advisor discussed with the Board the comparisons and rankings of the advisory fee and net expense ratios for the Acquiring Series and the methodology behind the comparison, noting that the proposed advisory fee was at or below the median compared to peers. The Board considered the proposed payment of intermediary sub-transfer agency fees (“sub-TA fees”), which would be borne by the Fund and paid to intermediaries for the performance of non-distribution shareholder and/or administrative services. The sub-TA fees would be included in the operating expenses of the Acquiring Series. The Board considered the proposed multi-tier limit on Fund sub-TA expenses at both the individual broker-dealer and aggregate share class level, and the fact that fees in excess of the limits would be paid out of the Advisor’s profits. Based on their review of the information provided, the Board concluded that the proposed fees and expenses of the Acquiring Series were reasonable on a comparative basis.

• The Board considered the proposed advisory fee split between the Advisor and Sub-Advisor. Considering the nature and quality of the services provided by the Advisor and Sub-Advisor, the Board concluded that the advisory fee split was reasonable.

• The Board considered whether economies of scale were being achieved by the Advisor and/or Sub-Advisor with respect to the services provided to the Acquiring Series. The Board concluded that the Acquiring Series would benefit from lower shareholder expenses derived from being part of a larger fund complex.

• In addition to the factors described above, the Board considered other benefits that the Advisor and/or Sub-Advisor may derive from their relationship with the Acquiring Series, which included leveraging the Advisor’s large distribution team and marketing experience. The Board concluded that these additional benefits to the Advisor and/or Sub-Advisor were reasonable.

Based on the Board’s deliberations and their evaluation of the information described above, the Board, including a majority of Directors that are not “interested persons” as defined in the Investment Company Act of 1940, concluded that the compensation under the proposed Advisory and Sub-Advisory Agreements were fair and reasonable in light of the services and expenses and such other matters as the Directors considered to be relevant in the exercise of their reasonable judgment. Accordingly, the Board voted unanimously to approve the Advisory and Sub-Advisory Agreements for the Rainier International Discovery Series. In the course of their deliberations, the Directors did not identify any particular information that was all important or controlling.

28

Rainier International Discovery 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.manning-napier.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 directors and officers, 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 and Officer

Name:	Michele T. Mosca*
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	45
Current Position(s) Held with Fund:	Principal Executive Officer, President, Chairman & Director
Term of Office & Length of Time Served:	Indefinite - Chairman and Director since August 20161
Principal Occupation(s) During Past 5 Years:	Managing Director, Funds Group (since 2009) - Manning & Napier Advisors, LLC; President, Director (since 2015) - Manning & Napier Investor Services, Inc.; Chief Executive Officer, President (since 2016) - Rainier Investment Management Mutual Funds, Inc. Holds the following title for various subsidiaries and affiliates: President, Director
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Trustee - Rainier Investment Management Mutual Funds (since 2016)
Independent Directors
Name:	Stephen B. Ashley
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 1996
Principal Occupation(s) During Past 5 Years:	Chairman, Director & Chief Executive Officer (1997 to present) - 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:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Fannie Mae (1995-2008) The Ashley Group (1995-2008) Genesee Corporation (1987-2007)
Name:	Paul A. Brooke
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	72
Current Position(s) Held with Fund:	Lead Independent Director, Audit Committee Member, Governance & Nominating Committee Chairman
Term of Office & Length of Time Served:	Indefinite - Director, Audit Committee Member, Governance & Nominating Committee Member since 2007; Governance & Nominating Committee Chairman since 2016; Lead Independent Director since 2017
Principal Occupation(s) During Past 5 Years:	Chairman & CEO (2005-2009) - Ithaka Acquisition Corporation (investments); Chairman (2007-2009) - Alsius Corporation (investments); Managing Member (1991-present) - PMSV Holdings LLC (investments); Managing Member (2010-2016) - Venbio (investments).
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Incyte Corp. (biotech) (2000-present); ViroPharma, Inc. (speciality pharmaceuticals) (2000-2014); HLTH (WebMD) (information) (2000-2010); Cheyne Capital International (investment) (2000-present); GMP Companies (investment) (2000-2011); Cytos Biotechnology Ltd (biotechnology) (2012-2014); Cerus (biomedical) (2016-present); PureEarth (non-profit) (2012-present)

29

Rainier International Discovery Series

Directors’ and Officers’ Information

(unaudited)

Independent  Directors (continued)

Name:	Peter L. Faber
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	79
Current Position(s) Held with Fund:	Director, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 1987
Principal Occupation(s) During Past 5 Years:	Senior Counsel (2006-2012), Partner (1995-2006 & 2013-present) - McDermott, Will & Emery LLP (law firm)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Boston Early Music Festival (non-profit) (2007-present); Amherst Early Music, Inc. (non-profit) (2009-present); Gotham Early Music Scene, Inc. (non-profit) (2009-present); Partnership for New York City, Inc. (non-profit) (1989-2010); New York Collegium (non-profit) (2004-2011)
Name:	Harris H. Rusitzky
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	82
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 (1994-present) - The Greening Group (business consultants); Partner (2006-present) - The Restaurant Group (restaurants)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university) (1972-present); Culinary Institute of America (non-profit college) (1985-present); George Eastman House (museum) (1988-present); National Restaurant Association (restaurant trade organization) (1978-present)
Name:	Chester N. Watson
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	67
Current Position(s) Held with Fund:	Director, Audit Committee Chairman, Governance & Nominating Committee Member
Term of Office & Length of Time Served:	Indefinite - Since 2012
Principal Occupation(s) During Past 5 Years:	General Auditor (2003-2011) - General Motors Company (auto manufacturer)
Number of Portfolios Overseen within Fund Complex:	38
Other Directorships Held Outside Fund Complex During Past 5 Years:	Rochester Institute of Technology (university) (2005-present); Town of Greenburgh, NY Planning Board (municipal government) (2015-present)
Officers:
Name:	Jeffrey S. Coons, Ph.D., CFA®
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	54
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 (2002 - 2015) - Manning & Napier Advisors, LLC
	Holds one or more of the following titles for various subsidiaries and affiliates: President, Director, Treasurer, or Senior Trust Officer
Name:	Elizabeth Craig
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	30
Current Position(s) Held with Fund:	Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Fund Administration Manager since 2015; Mutual Fund Compliance Specialist (2009-2015) - Manning & Napier Advisors, LLC; Assistant Corporate Secretary (2011-2016) - Manning & Napier Fund, Inc.

30

Rainier International Discovery Series

Directors’ and Officers’ Information

(unaudited)

Officers: (continued)

Name:	Christine Glavin
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	51
Current Position(s) Held with Fund:	Principal Financial Officer, Chief Financial Officer
Term of Office1 & Length of Time Served:	Principal Financial Officer since 2002; Chief Financial Officer since 2001
Principal Occupation(s) During Past 5 Years:	Director of Fund Reporting since 2011; Fund Reporting Manager (1997-2011) - Manning & Napier Advisors, LLC; Assistant Treasurer since 2008 - Exeter Trust Company; Chief Financial Officer since 2017- Rainier Investment Management Mutual Funds, Inc.
Name:	Jodi L. Hedberg
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	50
Current Position(s) Held with Fund:	Chief Compliance Officer, Anti-Money Laundering Compliance Officer
Term of Office1 & Length of Time Served:	Chief Compliance Officer since 2004; Anti-Money Laundering Officer since 2002; Corporate Secretary (1997-2016) - Manning & Napier Fund, Inc.; Chief Compliance Officer and Anti-Money Laundering Officer since 2017-– Rainier Investment Management Mutual Funds, Inc.
Principal Occupation(s) During Past 5 Years:	Director of Compliance since 2005; Compliance Manager (1995-2005) - Manning & Napier Advisors, LLC and affiliates; Corporate Secretary - Manning & Napier Investor Services, Inc. since 2006
Name:	Scott Morabito
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	29
Current Position(s) Held with Fund:	Assistant Vice President
Term of Office1 & Length of Time Served:	Since 2017
Principal Occupation(s) During Past 5 Years:	Director of Funds Group since 2017; Fund Product and Strategy Manager (2014-2017); Senior Product and Strategy Analyst (2013-2014); Product and Strategy Analyst (2011-2013) - Manning & Napier Advisors, LLC.
Name:	Amy Williams
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	56
Current Position(s) Held with Fund:	Assistant Corporate Secretary
Term of Office1 & Length of Time Served:	Since 2016
Principal Occupation(s) During Past 5 Years:	Director of Fund Documentation - Manning & Napier Advisors, LLC and affiliates since 2009 Holds one or more of the following titles for various affiliates: Director
Name:	Richard Yates
Address:	290 Woodcliff Drive Fairport, NY 14450
Age:	52
Current Position(s) Held with Fund:	Chief Legal Officer
Term of Office1 & Length of Time Served:	Chief Legal Officer since 2004
Principal Occupation(s) During Past 5 Years:	Counsel - Manning & Napier Advisors, LLC and affiliates since 2000; Chief Legal Officer since 2016 Rainier Investment Management, LLC; Chief Legal Officer since 2016 - Rainier Investment Management Mutual Funds, Inc. Holds one or more of the following titles for various affiliates: Director, Corporate Secretary, Chief Legal Officer

*Interested Director, within the meaning of the 1940 Act by reason of her positions with the Fund’s investment advisor, Manning & Napier Advisors, LLC and Distributor, Manning & Napier Investor Services, Inc.

¹The term of office of all officers shall be one year and until their respective successors are chosen and qualified, or his or her earlier resignation or removal as provided in the Fund’s By-Laws.

31

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32

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33

Rainier International Discovery Series

Literature Requests

(unaudited)

Proxy Voting Policies and Procedures

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

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

Proxy Voting Record

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

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

Quarterly Portfolio Holdings

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

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

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

Prospectus and Statement of Additional Information (SAI)

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

Additional information available at www.manning-napier.com

1. Fund Holdings Month-End

2. Fund Holdings - Quarter-End

3. Shareholder Report - Annual

4. Shareholder Report - Semi-Annual

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

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

MNIDS-10/17-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 13(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, Blended Asset Conservative Series, Blended Asset Moderate Series, Blended Asset Extended Series, Blended Asset Maximum Series, Tax Managed Series, Equity Series, Overseas Series, Disciplined Value Series, Quality Equity Series, Rainier International Discovery Series, Target Income 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, and Target 2060 Series collectively the “Fund”) by PricewaterhouseCoopers LLP (“PwC”) as of and for the years ended October 31, 2017 and 2016 were:

	2017		2016
Audit Fees (a)	$	608,260	$	463,551
Audit Related Fees (b)		$28,000		$0
Tax Fees (c)	$	201,660	$	142,180
All Other Fees (d)		$0		$0
	$	837,920	$	605,731

(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. The 2017 audit fees include fees relating to audit procedures performed for the Rainier International Discovery Series’ reorganization as well as the creation of the Blended Asset Series. The 2016 audit fees did not include such one-time related fees.

(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, 2017 and 2016.

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.

	2017		2016
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, 2017 and 2016 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, 2017 and 2016.

Aggregate Fees

Aggregate fees billed to the Fund for non-audit services for 2017 and 2016 were $837,920 and $605,731, 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.

[Note that until the date that the registrant has filed its first report on Form N-PORT (17 CFR 270.150), the registrant’s disclosures required by this Item are limited to any change in the registrant’s internal control over financial reporting that occurred during the registrant’s last fiscal quarter that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting.]

ITEM 12: DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 13: 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.

[Note that until the date that the registrant has filed its first report on Form N-PORT (17 CFR 270.150), in the certification required by Item 13(a)(2), the registrant’s certifying officers must certify that they have disclosed in the report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting.]

(a)(3) Not applicable.

(a)(4) Not applicable.

(b) A certification of the Registrant’s principal executive officer and principal financial officer, as required by 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, is attached as EX- 99.906CERT. The certification furnished pursuant to this paragraph is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification is not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Manning & Napier Fund, Inc.

  /s/ Michele T. Mosca                        

Michele T. Mosca

President & Principal Executive Officer of Manning & Napier Fund, Inc.

Date: 12/18/2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

  /s/ Michele T. Mosca                        

Michele T. Mosca

President & Principal Executive Officer of Manning & Napier Fund, Inc.

Date: 12/18/2017

  /s/ Christine Glavin                        

Christine Glavin

Chief Financial Officer & Principal Financial Officer of Manning & Napier Fund, Inc.

Date: 12/18/2017

EX-99.CODE ETH

EX-99 CODE ETH

MANNING & NAPIER FUND, INC.

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

PRINCIPAL FINANCIAL OFFICERS

I. Covered Officers/Purpose of the Code

Manning & Napier Fund, Inc. (formerly 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.

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.

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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.

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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.

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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 2016

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Amended Exhibit A

Persons Covered by Manning & Napier Fund Principal Executive and Financial Officers

Code of Ethics

Effective as of November 2016

Officer Title	Officer Name
President (Principal Executive Officer)	Michele Mosca
Chief Financial Officer (Principal Financial Officer)	Christine Glavin
Chief Legal Officer	Richard B. Yates

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CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

PRINCIPAL FINANCIAL OFFICERS

The undersigned hereby affirm to the Board of Directors of the Manning & Napier Fund, Inc. that they have received, read and understand the Code of Ethics for Principal Executive and Principal Financial Officers.

/s/ Michele Mosca

Michele Mosca

/s/ Christine Glavin

Christine Glavin

/s/ Richard Yates

Richard Yates

Dated: November 1, 2016

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EX-99.CERT

Certification

I, Michele T. Mosca, 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, Blended Asset Conservative Series, Blended Asset Moderate Series, Blended Asset Extended Series, Blended Asset Maximum Series, Equity Series, Overseas Series, Disciplined Value Series, Quality Equity Series, Rainier International Discovery Series, Target Income 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, and Target 2060 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 registrant’s most recent fiscal quarter 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:	12/18/2017	/s/ Michele T. Mosca
		Michele T. Mosca
		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, Blended Asset Conservative Series, Blended Asset Moderate Series, Blended Asset Extended Series, Blended Asset Maximum Series, Equity Series, Overseas Series, Disciplined Value Series, Quality Equity Series, Rainier International Discovery Series, Target Income 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, and Target 2060 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 registrant’s most recent fiscal quarter 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:	12/18/2017	/s/ Christine Glavin
		Christine Glavin
		Chief Financial Officer & Principal Financial
		Officer of Manning & Napier Fund, Inc.

EX-99.906CERT

CERTIFICATION

Michele T. Mosca, 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, 2017 (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.

President Manning & Napier Fund, Inc.	Chief Financial Officer Manning & Napier Fund, Inc.
/s/ Michele T. Mosca	/s/ Christine Glavin
Michele T. Mosca Date: 12/18/2017	Christine Glavin Date: 12/18/2017

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.

COVER

SEC Cover Letter